IN THE COURT OF APPEALS OF TENNESSEE

AT NASHVILLE

Assigned on Briefs October 3, 2023

T.J. MARTELL FOUNDATION FOR CANCER RESEARCH 

v. KRAFTCPAS PLLC ET AL.

Appeal from the Circuit Court for Davidson County

No. 22C98 Amanda Jane McClendon, Judge

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No. M2022-01821-COA-R3-CV

___________________________________

This appeal followed the trial court’s certification of a final judgment pursuant to Rule 

54.02 of the Tennessee Rules of Civil Procedure. Because we conclude that the trial 

court’s certification was improvidently granted, we dismiss the appeal. 

Tenn. R. App. P. 3 Appeal as of Right; Appeal Dismissed

ARNOLD B. GOLDIN, J., delivered the opinion of the Court, in which ANDY D. BENNETT

and W. NEAL MCBRAYER, JJ., joined.

Michael E. Richardson, Chattanooga, Tennessee, for the appellant, T.J. Martell 

Foundation for Cancer Research.

Lela M. Hollabaugh and Virginia N. Adamson, Nashville, Tennessee, for the appellee, 

KraftCPAs PLLC.

MEMORANDUM OPINION1

Among other matters, the present litigation involves claims between the Appellant 

herein, T.J. Martell Foundation for Cancer Research (“the Foundation”), and KraftCPAs 

PLLC (“Kraft”). As alleged in the complaint filed by the Foundation in this case, the 

 

1 Rule 10 of the Rules of the Court of Appeals of Tennessee provides:

This Court, with the concurrence of all judges participating in the case, may affirm, 

reverse or modify the actions of the trial court by memorandum opinion when a formal 

opinion would have no precedential value. When a case is decided by memorandum 

opinion it shall be designated “MEMORANDUM OPINION”, shall not be published, and 

shall not be cited or relied on for any reason in any unrelated case.

11/16/2023
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Foundation and Kraft previously entered into a contractual relationship pursuant to which

Kraft would provide accounting services to the Foundation. 

According to the Foundation, in the year 2020, it discovered certain financial 

irregularities concerning expenses incurred by Melissa Goodwin, its now-former 

Executive Vice President and General Manager. The Foundation alleged that Kraft had 

never identified or reported these irregularities “even though they dated back to at least 

2018,” and it further averred that it had learned from an internal investigation that 

“millions of funds had been misappropriated.” In seeking damages against Kraft, the 

Foundation asserted claims for professional negligence and breach of contract. 

During the pendency of the trial litigation, Kraft filed a counterclaim against the 

Foundation, asserting, among other things, that the Foundation was the party who had

breached the parties’ 2018, 2019, and 2020 contracts.

2

 As one of the bases for these 

alleged breaches, Kraft averred that the Foundation “fail[ed] to prevent and detect the 

fraud of Goodwin.” Kraft further asserted that the parties’ yearly contracts had been 

breached by dint of the Foundation’s assertion of negligence and breach of contract 

claims against it. Kraft’s filing reflected that it considered the claims against it to be 

“released” under the parties’ contracts, and it contended that “[a]s a direct result of [the 

Foundation’s] breach of contract, Kraft has been damaged by the expenditure of monies 

for the defense of these released claims.” Regarding the parties’ 2019 and 2020 

contracts, Kraft alleged that the Foundation was also in breach for “failing to design, 

implement, and maintain internal controls.” 

The claims against Kraft were ultimately dismissed by the trial court, with the trial

court specifically concluding that an exculpatory provision in the parties’ contracts

applied so as to bar the claims. In resolving the claims asserted by the Foundation 

against Kraft, the trial court certified that matter as final under Rule 54.02 of the 

Tennessee Rules of Civil Procedure, stating, without further explanation, that “there is no 

just reason for delay.” The trial court then stated that all other matters were reserved. 

An appeal to this Court followed, and the case was submitted for a decision on the 

parties’ filed briefs.3 Upon an initial review of the record, however, we entered an order 

questioning our ability to proceed with the appeal. In relevant part, our order stated as 

follows:

 

2 We further note that another type of contract between the parties, an “Internal Investigation 

Contract,” was also at issue in the counterclaim. 

3 Although the Foundation initially requested oral argument in this appeal, counsel for the 

Foundation later filed a motion to waive oral argument, citing a medical emergency.
Insofar as the record transmitted to us on appeal admits, included among the 

unadjudicated reserved issues is a counterclaim by Kraft. The counterclaim, among other 

things, avers that Plaintiff breached the parties' yearly contracts by asserting negligence 

and breach of contract claims and states that, "[a]s a direct result of [Plaintiff's] breach of 

contract, Kraft has been damaged by the expenditure of monies for the defense of these 

released claims." It appears that these unadjudicated matters are clearly intertwined with 

the appealed issues, and we note that "[t]his Court may conclude that Rule 54.02 

certification was improvidently granted where 'the issue which the trial court declared final 

and appealable is inextricably linked with the remaining issues not yet decided."' Ingram 

v. Wasson, 379 S.W.3d 227, 238 (Tenn. Ct. App. 2011) (quoting Crane v. Sullivan, 

NO1A01-9207-CH-00287, 1993 WL 15154, at *2 (Tenn. Ct. App. Jan. 27, 1993)). 

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The parties have since acknowledged in supplemental briefing that Kraft’s counterclaim 

in fact remains pending, and as discussed below, we conclude that the outstanding

counterclaim countenances against proceeding to hear this appeal.

Notwithstanding the fact that Rule 54.02 allows trial courts to “convert an 

interlocutory ruling into an appealable order,” Mann v. Alpha Tau Omega Fraternity, 380 

S.W.3d 42, 49 (Tenn. 2012), a trial court’s decision to certify a judgment as final under 

the rule is limited. Indeed, the Tennessee Supreme Court has instructed that certifications 

under Rule 54.02 should not be entered routinely or as a courtesy to counsel. Harris v. 

Chern, 33 S.W.3d 741, 745 n.3 (Tenn. 2000). “Piecemeal appellate review is not 

favored.” Id.

Even assuming that an order certified as final under Rule 54.02 does in fact 

properly dispose of one claim or party so as to make the rule applicable,4the certification 

is not insulated from appellate review. To assess whether the certification can ultimately 

stand, we review the trial court’s determination that there was “no just reason for delay” 

for an abuse of discretion. Adkins v. Adkins, No. M2018-00890-COA-R3-CV, 2020 WL

9602029, at*4 (Tenn. Ct. App. Dec. 22, 2020). In providing an overview of the factors 

that should be considered incident to a certification decision under Rule 54.02, Judge 

Bennett, writing for this Court, previously explained as follows:

Although trial courts have considerable discretion in making the 

determination that there is no just reason to delay appellate review, such a 

determination is subject to reversal if the court “fails to ‘weigh and examine 

the competing factors involved in the certificat[ion] decision.’” GenCorp., 

 

4

See Tenn. R. Civ. P. 54.02 (allowing the court to “direct the entry of a final judgment as 

to one or more but fewer than all of the claims or parties”).
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23 F.3d at 1030 (quoting Solomon v. Aetna Life Ins. Co., 782 F.2d 58, 61-

62 (6th Cir. 1986)). The Sixth Circuit has set out a list of factors to be 

considered when making this determination:

“(1) the relationship between the adjudicated and unadjudicated 

claims; (2) the possibility that the need for review might or might 

not be mooted by future developments in the district court; (3) the 

possibility that the reviewing court might be obligated to consider 

the same issue a second time; (4) the presence or absence of a claim 

or counterclaim which could result in set-off against the judgment 

sought to be made final; (5) miscellaneous factors such as delay, 

economic and solvency considerations, shortening the time of trial, 

frivolity of competing claims, expense and the like.”

Id. (quoting Corrosioneering, Inc. v. Thyssen Envtl. Sys., Inc., 807 F.2d 

1279, 1283 (6th Cir. 1986)). This court has adopted these same factors. 

Newell v. Exit/In, Inc., No. M2003-00434-COA-R3-CV, 2004 WL 746747, 

at *2 (Tenn. Ct. App. Apr. 7, 2004); Cates, 1991 WL 168620, at *3.

Fed. Nat’l Mortg. Ass’n v. Quarles, No. M2015-01620-COA-R3-CV, 2016 WL 5723957, 

at *6–7 (Tenn. Ct. App. Sept. 30, 2016).

The trial court in this case did not examine any of these factors or provide any 

justification behind its Rule 54.02 certification decision, and upon our review of the 

record and consideration of the standards governing Rule 54.02 certification decisions, 

we conclude that the certification made by the trial court here was improvidently granted. 

Indeed, in our view, the Foundation’s claims should not be separated from certain 

portions of the counterclaim that remain pending. Initially, we note what we alluded to in

our prior order wherein we questioned our ability to proceed with this appeal: the basis 

upon which the trial court granted dismissal of the Foundation’s claims, i.e., the 

applicability of the contracts’ exculpatory provision, appears to be one of the very bases 

that Kraft has asserted in support of its own breach of contract claim. Indeed, Kraft’s 

counterclaim regarded the Foundation’s claims as “released claims” and asserted that the 

Foundation breached the parties’ contracts through, among other things, its very assertion

of negligence and breach of contract claims. Moreover, the parties’ competing breach of 

contract claims both may, naturally, require us to consider the parties’ respective 

responsibilities under the contracts, and it does not serve judicial economy in this Court 

for piecemeal review to occur. Regarding this concern, we note that one of the 

arguments Kraft has proffered in defense of the present appeal is that the Foundation 

“failed to plead or prove any breach of contract claim against Kraft because it failed to 

establish ‘a deficiency in the performance amounting to a breach.’” Kraft has specifically 
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argued, for instance, that although the Foundation has alleged that Kraft breached the 

contracts by failing to identify irregularities in the Foundation’s records, it was the 

Foundation that was responsible for implementing internal controls. This issue of the 

Foundation’s responsibility, however, is also one of the bases that Kraft has asserted in 

support of its counterclaim. As we noted earlier, Kraft alleged that the Foundation was in 

breach with respect to the 2019 and 2020 contracts for “failing to design, implement, and 

maintain internal controls.” Similarly, whereas Kraft argues on appeal—in support of 

affirming the dismissal of the Foundation’s claims—that the Foundation was responsible 

for the detection of fraud, its counterclaim implicates the same general concern and 

specifically asserts that the Foundation breached the parties’ contracts by failing to detect 

fraud. 

Because we conclude that the trial court’s Rule 54.02 certification was 

improvidently granted, we dismiss this appeal and remand the case for such further 

proceedings that are necessary and consistent with this Opinion.

 s/ Arnold B. Goldin 

 ARNOLD B. GOLDIN, JUDGE