RENDERED: MAY 20, 2022; 10:00 A.M.

NOT TO BE PUBLISHED

Commonwealth of Kentucky

Court of Appeals

NO. 2021-CA-0927-MR

MEREDITH L. LAWRENCE, P.S.C., 

CREDITOR; LAW WAL, LLC; 

MEREDITH L. LAWRENCE, 

CREDITOR; MEREDITH L. 

LAWRENCE, INDIVIDUALLY, LLC 

MEMBER; AND RACERS PITSTOP 

GRILLE, LLC APPELLANTS 

v. 

APPEAL FROM GRANT CIRCUIT COURT

HONORABLE R. LESLIE KNIGHT, JUDGE

ACTION NO. 20-CI-00130

THE ESTATE OF ROBERT R. 

WALLACE; AMBER WALLACE 

HOWELL, CO-EXECUTOR; AND 

ROBERT JASON WALLACE, COEXECUTOR APPELLEES 

OPINION

AFFIRMING

**   **  **

BEFORE: GOODWINE, MAZE, AND MCNEILL, JUDGES.
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GOODWINE, JUDGE: LAW WAL, LLC; Racers Pitstop Grille, LLC; and 

Meredith L. Lawrence (collectively “Lawrence”) appeal from the summary 

judgment entered by the Grant Circuit Court dismissing his claims against the 

Estate of Robert R. Wallace and its executors (collectively “Wallace”). After 

careful review, we affirm.

BACKGROUND

Facts relevant to this matter were set forth as follows in a prior appeal: 

In September of 1998, Meredith L. Lawrence and 

Robert R. Wallace formed a limited liability company 

(“LLC”) together. They named the company 

LAW/WAL LLC. In February of 2000, they formed a 

second LLC, Racers Pitstop Grill, LLC (“Racers”). 

Pursuant to the operating agreements, Lawrence and 

Wallace were the only members of the LLCs with each 

owning a fifty percent interest in each LLC. 

Racers operated a gentlemen’s club and a 

restaurant out of a building it leased from LAW/WAL. 

LAW/WAL operated a hotel in an adjacent building. 

LAW/WAL leased both buildings from Lawrence. In the 

early 2000s, the LLCs secured two loans from First 

Farmers Bank of Owenton (“Bank”). The first loan was 

in the amount of $1.2 million. Wallace and Lawrence 

provided personal guarantees on this loan. The second 

loan was in the amount of $100,000.

In 2004, Lawrence and Wallace decided to cease 

doing business together because they could not agree on 

what type of businesses would be successful at their 

locations moving forward. Ultimately, Lawrence agreed 

to buy out Wallace’s interests in both LLCs. On 

November 1, 2004, Wallace and Lawrence executed a 

written agreement titled “Contract for Sale and Purchase 
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of All Interests of Robert R. Wallace in LAW/WAL, 

LLC and Racers Pit Stop, LLC” (“Sales Agreement”). 

Under the terms of the Sales Agreement, Lawrence 

agreed to pay Wallace $400,000 for his interests in the 

businesses. Payment was to be made as follows: 1) 

$40,000 upon execution of the Sales Agreement; and 2) 

the remaining $360,000 payable in nine equal 

installments of $40,000 plus interest at the then-current 

prime interest rate. The first installment for principal and 

interest was to be paid on November 1, 2005, with 

additional payments to be made each succeeding year 

until paid in full. Section 3 of the Sales Agreement 

contained a contingency provision. Under this provision, 

the agreement would become “null and void” if the Bank 

would not release Wallace’s personal guarantees. 

Lawrence made the initial $40,000 payment on 

November 1, 2004, the same day the parties executed the 

Sales Agreement. At the same time, he executed a 

promissory note in favor of Wallace for the balance of 

the purchase price. After receiving the initial payment 

and promissory note, Wallace relinquished all his 

ownership interests in the businesses to Lawrence.

Thereafter, Lawrence approached the Bank about 

releasing Wallace’s personal guarantee; it refused to do 

so. Lawrence told Wallace about the Bank’s decision 

approximately a week after they had signed the Sales 

Agreement. Wallace allegedly told Lawrence that he 

trusted Lawrence to make the payments to the Bank and 

would go through with the sales even without a release 

from the Bank.

Pursuant to the terms of the Sales Agreement, 

Lawrence was supposed to make the first of the nine 

$40,000 installment payments to Wallace on November 

1, 2005. He failed to do so. As a result, in February of 

2006, Wallace filed a civil lawsuit for breach of contract 

against Lawrence in Gallatin Circuit Court (“2006 Civil 

Action”). Lawrence filed an answer and counterclaim. 
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In his counterclaim, Lawrence alleged that Wallace 

committed fraud in connection with the Sales Agreement 

by concealing business debts and fabricating assets. He 

also alleged that Wallace was aware that the manager of 

the two businesses was going to quit after the businesses 

were sold to Lawrence, but hid this fact from Lawrence. 

Lawrence further alleged that Wallace breached the 

contract by engaging in activities that harmed the two 

businesses contrary to a specific agreement and 

understanding between the parties at the time the 

businesses were organized. Several years of litigation 

ensued.

In 2007, while the 2006 Civil Action was still 

ongoing, the larger of the two notes to the Bank came 

due. Lawrence requested Wallace to assist in refinancing 

or otherwise renewing the note. Wallace refused on the 

basis that he no longer had an interest in the LLCs. 

Lawrence ultimately purchased both notes from the 

Bank. However, the Bank would not assign Wallace’s 

personal guaranty to Lawrence. This had the practical 

effect of extinguishing Wallace’s personal guarantee.

In March of 2009, as part of the 2006 Civil Action, 

Lawrence filed an amended counterclaim against 

Wallace. The amended counterclaim alleged tortious and 

intentional violation of Wallace’s duty of good faith and 

fair dealing and intentional breach of fiduciary duty, 

related to Wallace’s refusal to remain obligated on the 

LLCs’ loans. The next month, on April 27, 2009, the 

parties and their counsel conducted a settlement 

conference at the office of Lawrence’s then-attorney. 

Following day-long talks, the parties and their counsel 

ultimately executed a document styled “Memorandum of 

Full and Final Settlement” (“Settlement Agreement”). 

Therein, the parties agreed to resolve the 2006 Civil 

Action and modify their prior Sales Agreement. As part 

of the Settlement Agreement, Lawrence agreed to pay 

Wallace a total $175,000. The agreement set forth a 

payment schedule: 1) $100,000 was due by May 7, 
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2009; and (2) the remaining $75,000 by May 1, 2010. In 

return, Wallace again agreed to convey all of his interest 

in the two LLCs to Lawrence, effective November 1, 

2004, and Lawrence again agreed to hold Wallace 

harmless and blameless for any of the businesses’ debts. 

The Settlement Agreement further provided that the 

parties would file an agreed judgment and agreed order 

of dismissal in the 2006 Civil Action within sixty days. 

This clause specified that the agreed judgment “shall 

contain a full release by Wallace and Lawrence to the 

other for all claims related to these LLCs, which have 

been asserted or that could have been asserted by either 

party against each other.” 

Lawrence made the first payment of $100,000 as 

agreed. However, the parties did not file the agreed order 

of judgment and dismissal in a timely manner. Instead, 

according to Wallace, the parties agreed to leave the 

2006 Civil Action open so that Lawrence’s counsel could 

move to compel a fact witness, Donna Bond, Lawrence’s 

former employee and bookkeeper, to provide additional 

deposition testimony. While Ms. Bond had previously 

been deposed, she had refused to answer some questions. 

Allegedly, Lawrence wanted the deposition completed 

with answers to these discreet questions because Ms. 

Bond had previously testified before a federal grand jury 

in connection with a criminal investigation of Lawrence’s 

federal income taxes.

Even though the 2006 Civil Action had not been 

formally dismissed as specified by the Settlement 

Agreement, on May 1, 2010, Lawrence sent Wallace and 

his attorney a check for $75,000. The memo line of the 

check contained the following handwritten notation: 

“Settlement of Litigation Dispute C/A 06-CI00029 

ONLY, Full & Final Payment.” Even though Lawrence 

made the final payment pursuant to the terms of the 

Settlement Agreement, for reasons that are not entirely 

clear from the record, the parties failed to seek an agreed 

judgment and order of dismissal from the trial court.
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Although the 2006 Civil Action was technically 

still on the trial court’s active docket, the parties did not 

make any additional filings. In April of 2011, the 2006 

Civil Action came up for review pursuant to CR[1]

77.02(2). As required by the Rule, the trial court sent 

notices to the parties that the 2006 Civil Action would 

“be dismissed in thirty days for want of prosecution 

except for good cause shown.” Id. The parties did not 

respond to the trial court’s CR 77.02(2) notice. 

Accordingly, by order entered July 21, 2011, the trial 

court dismissed the 2006 Civil Action without prejudice; 

its only option under CR 77.02(2).

Following execution of the Settlement Agreement, 

Lawrence operated the LLCs without Wallace’s 

involvement or financial assistance. During this time 

period, Lawrence repeatedly represented that he was the 

sole owner of the LLCs. This is confirmed in various 

filings with the Kentucky Secretary of State. Ultimately, 

Lawrence dissolved Racers in June of 2011. Later that 

same year, he sold LAW/WAL to Scott Vogeler. 

Documents associated with sale denote Lawrence as the 

sole owner. Subsequently, Vogeler filed bankruptcy on 

behalf of LAW/WAL. Lawrence repurchased 

LAW/WAL and its remaining assets out of bankruptcy.

Almost a full five years after execution of the 

Settlement Agreement, on or about April 22, 2014, 

Lawrence filed a new civil action against Wallace in 

Gallatin Circuit Court (“2014 Civil Action”). The new 

action, like the prior one, involved the sale of Wallace’s 

interests in the LLCs to Lawrence. In his complaint, 

Lawrence took the position that Wallace was still a part 

owner of the LLCs. Even though Lawrence 

acknowledged the existence of the Settlement 

Agreement, he averred that it ended with only the 

“interests of Wallace’s LLC personal property being 

purchased” by Lawrence. He further alleged that “no 

1 Kentucky Rules of Civil Procedure. 
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final accounting, settlement, dismissal of the civil suit or 

full and final releases were ever accomplished.” To this 

end, Lawrence alleged that Wallace breached the LLCs’

operating agreements because he failed to make capital 

contributions to the LLCs. Lawrence also alleged that 

Wallace was liable for fraud in the inducement, 

misrepresentation, unjust enrichment, breach of the 

covenant of good faith and fair dealing, and intentional 

infliction of emotional distress.

Citing the parties’ prior Settlement Agreement, 

Wallace filed an answer in which he denied that he was 

liable to Lawrence. Wallace asserted that by virtue of the 

Settlement Agreement, he sold all his interest in the 

LLCs to Wallace and was not liable for any of the LLCs 

expenses or debts. Wallace also asserted a number of 

affirmative defenses. He also filed counterclaims against 

Lawrence seeking a declaratory judgment that the 

Settlement Agreement is an enforceable written 

document binding on both Wallace and Lawrence that

barred Lawrence’s new complaint against him. In the 

alternative, Wallace alleged related claims grounded in 

equitable estoppel, fraud, and breach of contract.

On the motion of counsel, the LLCs were 

permitted to join the 2014 Civil Action as intervening 

plaintiffs on the basis that their interests could be affected 

by the outcome of the litigation between Lawrence and 

Wallace. See CR 24.01. At that time, the LLCs did not 

allege any independent claims against Wallace. 

On December 1, 2015, Wallace filed what was 

styled as a “motion to enforce settlement agreement.” 

Wallace asserted in his motion that the Settlement 

Agreement was a legally binding contract that precluded 

Lawrence from pursuing the claims set forth in the 2014 

Civil Action. In his response, Lawrence countered that 

the Settlement Agreement was not enforceable and noted 

that the 2006 Civil Action was dismissed without 

prejudice. Lawrence also noted that “[i]nsofar as the 
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motion to enforce may be considered a motion for 

summary judgment then CR 56 applies and discovery 

must be permitted.” Even though Lawrence represented 

in his response that additional discovery was necessary 

before the trial court could treat Wallace’s motion to 

enforce as one for summary judgment, Lawrence filed his 

own motion for summary judgment on December 30, 

2015. Therein, Lawrence requested the trial court to 

grant him summary judgment on his claims against 

Wallace on the basis that there were no disputed issues of 

material fact.

Ultimately, the trial court construed Wallace’s 

motion to enforce the Settlement Agreement as a motion 

for summary judgment. After reviewing the record, the 

court determined that there were no material issues of 

disputed fact with respect to the validity of the Settlement 

Agreement. The court pointed out that it was undisputed 

that Lawrence made the two payments required by the 

Settlement Agreement to Wallace who accepted them, 

and that Lawrence subsequently represented that he was 

the sole owner of the LLCs on a purchase contract and on 

a bankruptcy petition. As a matter of law, the trial court 

concluded that Lawrence waived any and all claims he 

could have brought against Wallace in connection with 

Wallace’s ownership and sale of his interests in the 

LLCs. As a result, the trial court entered a final and 

appealable summary judgment order in favor of Wallace.

LAW/WAL LLC v. Wallace, No. 2016-CA-000358-MR, 2019 WL 103960, *1-4 

(Ky. App. Jan. 4, 2019) (footnotes omitted). On appeal in the 2014 Civil Action, 

this Court upheld the summary judgment. 

While that appeal was pending, Lawrence filed a third civil action 

(hereinafter “the 2017 Civil Action”) against Wallace. Therein, Wallace moved 
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for summary judgment arguing Lawrence’s claims were barred by res judicata. 

The trial court agreed and granted summary judgment. Lawrence again appealed. 

This Court affirmed the trial court’s grant of summary judgment 

because Lawrence’s claims were barred by res judicata. This Court held 

[t]he current action clearly arises from the same 

transactional nucleus as the 2014 Civil Action. The bank 

loans and guaranty raised in the current action are the 

same as those addressed in the prior action. As the trial 

court noted, the issues raised in the current action were 

actually litigated and decided on the merits in the 2014 

Civil Action. Both Lawrence and the LLCs had the 

opportunity to fully litigate those issues in that action.

LAW-WAL, LLC v. Howell, No. 2018-CA-000934-MR, 2020 WL 4557860, *5 

(Ky. App. Jul. 17, 2020). 

While the appeal of the 2017 Civil Action remained pending, 

Lawrence filed this action in the Grant Circuit Court (hereinafter “the 2020 Civil 

Action”).2 In his complaint, Lawrence claimed breach of contract, violations of 

Kentucky LLC statutes, breach of fiduciary duties, breach of good faith, 

contribution, and requested an accounting. Record (“R.”) at 9-10. Lawrence’s 

arguments are premised on his assertion that Wallace is liable to him for the debts 

and obligations of the LLCs even though Wallace’s ownership in the LLCs was 

terminated on November 1, 2004 and, under the terms of the Settlement 

2 While the 2017 Civil Action was on appeal, Wallace died, and his estate and its executors were 

substituted as parties to the appeal. They are now parties to this action.
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Agreement, he ceased to have any managerial, fiduciary, or financial past, present, 

or future obligations to them. LAW/WAL LLC, 2019 WL 103960, at *6. 

Again, Wallace moved for summary judgment arguing the 

applicability of res judicata. The trial court granted summary judgment, finding

both claim and issue preclusion applied to this matter. The court explained

[Lawrence has] failed to show how [his] claims in 

this case are in any way distinct from those that the 

Gallatin Circuit Court and the Court of Appeals have 

already twice rejected. Simply put, the Settlement 

Agreement is binding and enforceable, and it 

extinguished Wallace’s liability to Lawrence as of 

November 1, 2004. That issue has been fully litigated 

and actually decided in prior litigation, and this [c]ourt 

must follow those decisions. Furthermore, all of the civil 

actions discussed above “ar[o]se from the same 

transactional nucleus of facts,” and therefore “every 

matter which was or which could have been brought in 

support of the cause of action” must be deemed to have 

been adjudicated and therefore precluded from further 

litigation.

R. at 1066-67. The trial court subsequently denied Lawrence’s motion to alter, 

amend, or vacate the summary judgment. This appeal followed.

STANDARD OF REVIEW

Summary judgment is proper only where, “as a matter of law, it 

appears that it would be impossible for the respondent to produce evidence at the

trial warranting a judgment in his favor against the movant.” Isaacs v. Sentinel 

Insurance Company Limited, 607 S.W.3d 678, 680 (Ky. 2020) (citation omitted). 
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“The record must be viewed in a light most favorable to the party opposing the 

motion for summary judgment and all doubts are to be resolved in his favor.” 

Steelvest, Inc. v. Scansteel Service Center, Inc., 807 S.W.2d 476, 480 (Ky. 1991) 

(citations omitted). “Because summary judgments involve no fact finding, this 

Court will review the [trial] court’s decision de novo.” Isaacs, 607 S.W.3d at 681 

(citation omitted). 

ANALYSIS

The rule of res judicata is an affirmative defense 

which operates to bar repetitious suits involving the same 

cause of action. The doctrine of res judicata is formed by 

two subparts: 1) claim preclusion and 2) issue 

preclusion. Claim preclusion bars a party from relitigating a previously adjudicated cause of action and 

entirely bars a new lawsuit on the same cause of action. 

Issue preclusion bars the parties from relitigating any 

issue actually litigated and finally decided in an earlier 

action. The issues in the former and latter actions must 

be identical. The key inquiry in deciding whether the 

lawsuits concern the same controversy is whether they 

both arise from the same transactional nucleus of facts. 

If the two suits concern the same controversy, then the 

previous suit is deemed to have adjudicated every matter 

which was or could have been brought in support of the 

cause of action.

Yeoman v. Commonwealth, 983 S.W.2d 459, 464-65 (Ky. 1998) (emphasis added)

(internal citations and footnote omitted). 

This action undoubtedly arises for the same transactional nucleus of 

facts as the 2014 and 2017 Civil Actions. As in his appeal in the 2017 Civil 
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Action, Lawrence now argues against the enforceability of the Settlement 

Agreement and claims Wallace defaulted on his obligations under the Settlement 

Agreement. These issues were raised, fully litigated, and decided on their merits in 

the 2014 Civil Action. 

Like in the 2014 Civil Action, here, “[t]he validity and enforceability 

of the Settlement Agreement [is] dispositive of the pending claims.” LAW/WAL 

LLC, 2019 WL 103960, at *5. 

Under the terms of the Settlement Agreement, Wallace 

sold all his interests in both LLCs to Lawrence effective 

November 1, 2004. Wallace ceased all ownership in the 

LLCs as of that date, and pursuant to the terms of the 

Settlement Agreement had no managerial, fiduciary or 

financial past, present or future obligations with respect 

to the LLCs. Additionally, Wallace and Lawrence 

agreed to settle and/or waive all claims associated with 

the 2006 Civil Action and the LLCs that were brought or 

could have been brought. Those claims sounded in tort 

and contract and arose out of Wallace’s involvement with 

and sale of his interests in the LLCs.

Id. at *6. Because the facts on which this action is premised are identical to those 

in the prior civil actions, Lawrence’s claims herein are clearly barred by both claim 

and issue preclusion. 

Furthermore, Lawrence’s argument that res judicata does not bar his 

claim for contribution because it had not yet accrued when the 2014 Civil Action 

was decided is meritless. He made an identical claim in the 2017 Civil Action. 

Therein, the Gallatin Circuit Court found the claim would have accrued no later 
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than February 29, 2008, well before the 2014 Civil Action was filed, and was 

barred because it arose from the same transactional nucleus of facts which formed 

the basis of the prior civil actions. R. at 211-12. This Court subsequently affirmed

the trial court’s determination that res judicata barred Lawrence’s claim for 

contribution. LAW-WAL, LLC, 2020 WL 4557860, at *5. On this basis, 

Lawrence’s claim for contribution in this action is barred by res judicata. 

Lawrence’s remaining arguments against application of res judicata 

are without basis in law. His repeated claims regarding various sections of KRS3

Chapter 275 relating to formation, operation, and winding-up of LLCs are barred. 

Kentucky’s LLC statutes do not allow for successive claims based on the same 

issues. Id. Additionally, in the 2006 Civil Action, as part of the Settlement 

Agreement, the parties agreed to settle or waive all claims related to the LLCs 

which had been or could have been brought. LAW/WAL LLC, 2019 WL 103960, at 

*6. 

Furthermore, despite Lawrence’s argument to the contrary, no 

material issues of fact remain in this matter. Where res judicata bars claims, there 

are no material issues of fact to resolve. By the same reasoning, additional 

discovery is not necessary to determine any issue in this matter. See Id. at *5. 

3 Kentucky Revised Statutes. 
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Finally, Lawrence’s argument that the claims raised herein are 

somehow distinct from those made in the prior actions because they were brought 

against Wallace’s estate rather than Wallace as an individual is without basis in 

law. This action could only be brought against the estate because Wallace is now 

deceased. However, Lawrence’s claims are identical to those raised in the 2014 

and 2017 Civil Actions and relate to the same transactional nucleus of facts from 

which those actions, as well as the 2006 Civil Action and Settlement Agreement 

arose. The fact that Wallace’s death necessitated that the suit be brought against 

his estate does not prevent application of res judicata. 

CONCLUSION

Based on the foregoing, we affirm the summary judgment of the Grant 

Circuit Court.

ALL CONCUR.

BRIEFS FOR APPELLANTS:

B. Katy Lawrence 

Warsaw, Kentucky 

BRIEF FOR APPELLEES:

Aaron A. Vanderlaan

Frank K. Tremper

Covington, Kentucky