IN THE COURT OF APPEALS OF TENNESSEE

AT NASHVILLE

March 14, 2018 Session

IN RE ESTATE OF JAMES DONALD MEADOWS

Appeal from the Probate Court for Dickson County

No. 03-16-029-P Michael Meise, Judge

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No. M2017-01062-COA-R3-CV

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Appellants, an estate and its co-executors, appeal from the trial court’s order 

disqualifying their counsel due to a purported conflict of interest. Because the appellants

have appealed from a non-final order, we dismiss this appeal for lack of jurisdiction. 

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

J. STEVEN STAFFORD, P.J.,W.S., delivered the opinion of the court, in which RICHARD H.

DINKINS and W. NEAL MCBRAYER,, JJ., joined.

David J. Callahan, III, Nashville, Tennessee, for the appellants, Estate of James Donald 

Meadows, Sharon Meadows Story, and Alan Dale Oakley, Jr.

George Nolan, Nashville, Tennessee, and C. Patrick Flynn, Brentwood, Tennessee, for 

the appellees, Mark Steven Meadows and Nashville Ready Mix, Inc.

OPINION

BACKGROUND

This case involves interconnected legal proceedings pending in two different 

counties, one case filed in Dickson County Probate Court and three separate cases filed in 

Davidson County Chancery Court. This appeal results from an order entered in the 

probate proceeding. The probate proceeding began when a petition to admit a will to 

probate was filed in the Dickson County Probate Court on March 1, 2016, involving 

decedent James Donald Meadows (“Decedent”). According to the petition, Decedent left 

several next of kin, including a surviving spouse, Mary Helen Meadows (“Wife”) and 

three children, including daughter Sharon Kay Story (“Daughter”) and son Mark Stevens 

Meadows (“Son”). The petition was filed by attorney David J. Callahan (“Attorney 

04/24/2018
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Callahan”) on behalf of Wife, Daughter, and Alan Dale Oakley, Jr., who was named as a 

co-executor in the will (collectively, “Petitioners”). 

On April 12, 2016, Son and his company, Nashville Ready Mix, Inc. (“Nashville 

Ready Mix”, and together with Son, “Appellees”) filed a Motion to Require Inventory 

and Associated Relief. In the affidavit accompanying the motion, Son alleged that at the 

time of Decedent’s death, Decedent and Appellees were adverse parties in ongoing 

litigation in the Davidson County Chancery Court. Specifically, three separate lawsuits 

were pending in chancery court between Decedent and Appellees. A copy of an amended 

answer and counter-claim filed in one of the three pending chancery court actions 

between Decedent and Appellees was included as an exhibit to the affidavit, indicating 

claims of payment of an outstanding debt, quantum meruit, unjust enrichment, and 

constructive or equitable trust. According to the motion, Appellees claimed damages 

against Decedent of over $2,000,000.00.1The motion further noted that at the appropriate 

time, a claim would be filed against the estate for these damages, as to be determined by 

the chancery courts proceedings. 

On April 12, 2016, the parties entered an agreed order admitting the will to 

probate and naming Daughter and Mr. Oakley as co-executors of the estate (“CoExecutors”). In May 2016, agreed orders were entered substituting Co-Executors, on 

behalf of the estate, a trust created by Decedent’s will, and Wife and Daughter, as cotrustees of the trust (“Co-Trustees”), as parties in all three of the pending chancery court 

proceedings. On May 17, 2016, Appellees filed a notice in the probate court of the 

substitutions that took place in the chancery court proceedings, attaching copies of the 

certified orders of substitution pursuant to Tennessee Code Annotated section 30-2-320.2

On July 5, 2016, Co-Executors filed an estate inventory showing estate assets of 

approximately $1,000,000.00, all of which were in the form of real property.

On September 23, 2016, Appellees filed a motion to disqualify Attorney Callahan 

and his law firm from representing the Estate or its executors in any matter adverse to 

Appellees. In support, Appellees alleged that Attorney Callahan is associated in a law 

firm with attorney Gino Marchetti (“Attorney Marchetti”), who represented Decedent and 

Appellees together in various ventures from 1987 to 2004. In particular, Attorney 

 

1

Son also asserted certain other claims to property that are not at issue in this appeal. 

2

Section 30-2-320 provides 

All actions pending against any person at the time of that person’s death, that by 

law may survive against the personal representative, shall be considered demands legally 

filed against the estate at the time of the filing with the clerk of the court in which the 

estate is being administered of a copy in duplicate of the order of revivor, one (1) of 

which copies shall be certified or attested, a notation of which shall be entered by the 

clerk in the record of claims, as in the case of other claims filed. Pending actions not so

revived against the personal representative within the period prescribed in § 30-2-307(a) 

shall abate.
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Marchetti served as general counsel for Nashville Ready Mix for a number of years. In 

2014, however, Attorney Marchetti and his law firm represented Decedent in two 

lawsuits filed against Decedent by Appellees, as well as filed a separate lawsuit against 

Appellees on behalf of Decedent. According to the motion, the various lawsuits involve 

the ownership of jointly owned property, as well as debts allegedly owed by Decedent to 

Appellees. Appellees further noted that the trial court in the chancery court proceedings 

had previously disqualified Attorney Marchetti and his law firm, including Attorney 

Callahan, from representing the Estate, Co-Executors, and Co-Trustees in all three 

pending chancery court lawsuits due to ethical conflicts. Although Attorney Callahan and 

Attorney Marchetti had moved to a different law firm, they remained associated. 

Appellees argued that this association and the years of prior representation mandated 

disqualification of Attorney Callahan under Rule 1.9 of the Tennessee Rules of 

Professional Conduct. Included with the motion were pleadings and orders from the 

chancery court proceedings, internet printouts showing the association of Attorney 

Marchetti and Attorney Callahan, and an affidavit in support filed by Appellees’ attorney. 

Petitioners filed a response in opposition to the motion for disqualification, 

arguing that disqualification was not warranted and that Petitioners had the right to 

counsel of their choice. The trial court eventually granted the motion by order of 

December 29, 2016, finding that the current representation placed Attorney Callahan “in 

a potentially adverse position to his former client[,]” where Appellees, as the former 

clients, had perfected a claim against the estate. In this order, the trial court found that 

disqualification was therefore appropriate and forcing Petitioners to obtain new counsel 

would not be unduly burdensome “at this early stage of the probate process” because the 

probate action was in its “infancy[.]” Petitioners filed a motion to alter or amend, which 

the trial court denied by order of April 28, 2017. On May 25, 2017, Co-Executors, on 

behalf of the estate (Co-Executors, together with the estate, “Appellants”), filed a notice 

of appeal of to this Court seeking review of the disqualification order. On July 27, 2017, 

Appellees filed a motion to dismiss this appeal on the ground that Co-Executors had 

appealed a non-final judgment. Appellants responded in opposition on August 7, 2017. 

On August 9, 2017, this Court ruled that judgment on the motion to dismiss would be 

reserved pending briefing and oral argument in this case. 

DISCUSSION

Although Appellants raise several substantive issues in this case, we must first 

resolve the issue of this Court’s subject matter jurisdiction to adjudicate this appeal. 

Appellants filed this appeal pursuant to Rule 3 of the Tennessee Rules of Appellate 

Procedure. Rule 3 provides an appeal as of right of “every final judgment entered by a 

trial court” in a civil action. Tenn. R. App. P. 3(a). If, however, “multiple parties or 

multiple claims for relief are involved in an action, any order that adjudicates fewer than 

all the claims or the rights and liabilities of fewer than all the parties is not enforceable or 

appealable and is subject to revision at any time before entry of a final judgment 

adjudicating all the claims, rights, and liabilities of all parties.” Id. Except where 
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otherwise provided, this Court only has subject matter jurisdiction over final orders. See

Bayberry Assoc. v. Jones, 783 S.W.2d 553, 559 (Tenn. 1990); c.f. Tenn. R. App. P. 9 

(governing discretionary interlocutory appeals); Tenn. R. App. P. 10 (governing 

discretionary extraordinary appeals); Tenn. R. Civ. P. 54.02 (allowing appeals of some 

non-final judgments when certain requirements are met). 

Here, Appellees assert that Appellants have appealed a non-final order because 

there has been no order fully adjudicating all of the claims and parties involved in this 

Estate. We agree. As we have explained in another appeal resulting from an estate matter,

A final judgment is “one that resolves all the issues in the case, 

‘leaving nothing else for the trial court to do.’” In re Estate of Henderson, 

121 S.W.3d 643, 645 (Tenn.2003) (quoting State ex rel. McAllister v. 

Goode, 968 S.W.2d 834, 840 (Tenn. Ct. App. 1997)). “[A]ny trial court 

order that adjudicates fewer than all the claims or the rights and liabilities 

of fewer than all the parties is not final or appealable as of right.” State ex 

rel. Garrison v. Scobey, No. W2007-02367-COA-R3-JV, 2008 WL 

4648359, at *5 (Tenn. Ct. App. Oct. 22, 2008), no appl. perm. appeal filed. 

This Court does not have subject matter jurisdiction to adjudicate an appeal 

if there is no final judgment. The Tennessee Supreme Court has recognized 

that “[u]nless an appeal from an interlocutory order is provided by the rules 

or by statute, appellate courts have jurisdiction over final judgments only.” 

Bayberry Assocs. v. Jones, 783 S.W.2d 553, 559 (Tenn. 1990). See also

Ruff v. Raleigh Assembly of God Church, Inc., 241 S.W.3d 876, 877 at n. 

1 (Tenn. Ct. App. 2007).

In re Estate of Schorn, 359 S.W.3d 192, 195–96 (Tenn. Ct. App. 2011). Particular to 

estate cases, the Tennessee Supreme Court has held that “when a court rejects all 

purported wills submitted for probate and enters an order finding that the deceased died 

intestate, the order constitutes a final order for purposes of appeal.” Estate of Henderson, 

121 S.W.3d at 647. In contrast, an order for an interim accounting has been held not to 

constitute a final order in an estate proceeding. See Estate of Schorn, 359 S.W.3d at 196–

97. 

Appellants assert that the appeal in this case results from a final decision “between 

the parties” at issue in this appeal. Rather, Appellants contend that “there presently is 

‘nothing else for the trial court to do’ involving the Appellees and Appellants in Dickson 

County Probate Court” because “the probate estate is passive until a resolution of the 

[chancery court proceedings].” A close examination of Appellants’ argument illustrates 

the problems with their contention. As an initial matter, resolution of the claims between 

the parties at issue in this case generally is not sufficient to constitute a final judgment; 

rather under Rule 3, a final judgment must adjudicate all of the claims of all the parties. 

See Tenn. R. App. P. 3(a). As our supreme court has explained, an estate proceeding is a 
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“complex area[] of the law” that often involves more than the resolution of single issue to 

fully adjudicate:

Apart from providing an occasion to question the validity or meaning of the 

will, the proceeding enables the deceased’s personal representative to, 

among other things, (1) notify the decedent’s beneficiaries that the will has 

been filed for probate; (2) collect and inventory the decedent’s assets; (3) 

resolve the claims submitted by the creditors of the decedent and the estate; 

(4) manage the decedent’s estate; (5) make interim distributions of the 

estate when appropriate; and (6) file interim accountings.

In re Estate of Trigg, 368 S.W.3d 483, 496–97 (Tenn. 2012) (footnotes omitted). Here, 

the estate remains pending and nothing in the record indicates that the property in the 

estate had been distributed or that the estate has been closed. Thus, there clearly is more 

for the trial court to do in this case. 

Appellants appear to assert, however, that this matter should be considered an 

“independent claim” where final resolution of the estate is not necessary. The order of 

disqualification, which Appellants assert pertains only to a conflict arising from this 

“independent claim,” would therefore be final because all outstanding matters with regard 

to this specific claim have been adjudicated. Appellants cite no legal authority in support 

of this contention. As an initial matter, we note that the trial court’s order of 

disqualification does not limit its application only to the claim filed against the estate by 

Appellees; rather, Attorney Callahan was excluded from representing the estate 

throughout the estate proceedings in probate court. 

Appellants make the somewhat confusing argument, however, that “the order 

currently under appeal before this Court is the final order between the Appellees and the 

Appellants, as there remain no other outstanding issues in this ‘independent claim’ 

between such parties.” Even assuming, arguendo, that the disqualification pertains to an 

independent claim, we cannot agree that it is final in this case. We concede that

Tennessee courts have previously recognized that some matters are considered ancillary 

to the underlying issues in a case and therefore not a barrier to Rule 3 appeal, such as 

post-judgment criminal contempt petitions. See Poff v. Poff, No. 01-A-01-9301-

CV00024, 1993 WL 73897 at *2 (Tenn. Ct. App. March 17, 1993) (“Contempt 

proceedings commenced after the entry of an otherwise final order in the underlying case 

should be viewed as independent proceedings. Accordingly, they are not part of the 

subject matter of the underlying case and are not among the issues that must be resolved 

before an otherwise final order in the underlying case will be considered final for the 

purposes of Tenn. R. App. P. 3(a).”). 

The same is generally true of claims against an estate, which may be finally 

resolved prior to the final order resolving all of the outstanding issues in an estate matter. 

According to the Tennessee Supreme Court, “[a] party dissatisfied with the outcome of a 
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trial regarding a disputed claim must file a timely appeal without waiting for a final order 

closing the probate proceeding.” In re Estate of Trigg, 368 S.W.3d 483, 497 (Tenn. 

2012) (citing Tenn. Code Ann. §§ 30-2-315(a)(2), (c) (stating that when an exception to a 

claim is filed, the trial court should promptly “hear and determine all issues arising upon 

all the exceptions” and that “[a] judgment upon the findings of the court shall be entered 

in the court and from the judgment an appeal may be perfected within thirty (30) days 

from the date of entry of the judgment”)). The Tennessee Supreme Court has recognized 

a similar rule applicable to claims in which no exception has been filed, explaining that 

“claims unexcepted to become the equivalent of judgments against the estate excepting of 

course that the right to an execution thereon does not follow” and the issue of the claim is 

immediately appealed as a final order, rather than an interlocutory order. Warfield v. 

Thomas’ Estate, 185 Tenn. 328, 334–35, 206 S.W.2d 372, 375 (Tenn. 1947) (quoting 

Higgins’ Administration of Estates in Tennessee, §126(a), p. 97) (“[T]his claim was final 

in that it was unexcepted to within the time allowed by law, and there was nothing to be 

adjudicated”); see also Needham v. Moore, 200 Tenn. 445, 451, 292 S.W.2d 720, 723 

(1956) (“When the time for filing exceptions has passed, the uncontested claim becomes 

final against the estate.”). Here, Appellees do no dispute that Appellants filed no timely 

exception to their claim. 

Nevertheless, we conclude that no final order from which an appeal lies is present 

in this particular case due to an exception recognized both in Tennessee statutes and 

common law. See In re Estate of Williams, No. M2000-02434-COA-R3-CV, 2003 WL 

1961805, at *27 (Tenn. Ct. App. Apr. 28, 2003) (noting that “[t]here are exceptions to 

this general rule” that a claim with no exception should be treated as a judgment against 

the estate). One recognized exception involves claims involving unliquidated damages, 

i.e., claims involving unresolved independent litigation concerning the estate. See 

generally Herring v. Tollett’s Estate, 550 S.W.2d 660, 662 (Tenn. 1977) (holding that 

when a probate court is put on notice of independent tort claims against the estate, the 

probate court must hold the estate action in abeyance); Coin Automatic Co. v. Estate of 

Dixon, 213 Tenn. 311, 317, 375 S.W.2d 858, 861 (Tenn. 1963) (refusing to conclude that 

an unliquidated claim for breach of contract became a final judgment when no exception 

was filed). As pointed out in Appellees’ brief, the claim against the estate by Appellees 

resulted from independent claims that are themselves pending resolution in chancery 

court. Our supreme court has described the appropriate procedure in this circumstance as 

follows: 

Whenever the probate court is put on notice of the pendency of a tort action 

in another court by the filing of a copy of the complaint, or by any other 

good and sufficient means, the probate court must hold in abeyance a final 

distribution of the assets and the final settlement of the estate, pending the 

outcome of a tort action.

Herring, 550 S.W.2d at 662. Although the chancery court proceedings do not appear to 

involve torts, but rather partition, dissolution, contractual, and quasi-contractual claims, 
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the Tennessee General Assembly has generally codified the supreme court’s directive to 

apply to all “independent actions” that “involv[e] liability of the estate”: 

[W]henever there is instituted in any other court of competent jurisdiction 

an independent suit against a personal representative involving liability of 

the estate, and a claim founded on the same cause of action is or has been 

filed against the estate in the manner provided in §§ 30-2-307 and 30-2-

308, which claim has not been adjudicated by the court in which the 

administration is pending, the court in which the administration is pending 

shall hold in abeyance any action on the claim until the final determination 

of the independent suit, whereupon, on the filing of a certified copy of the 

final judgment or decree with the clerk of the court in which the 

administration is pending, that court is authorized to enter judgment 

accordingly.

Tenn. Code Ann. § 30-2-315(c)(1). Consequently, a claim based upon a pending 

independent action does not become final; instead, the trial court is directed to “hold in 

abeyance any action on the claim until the final determination of the independent suit.” 

Tenn. Code Ann. § 30-2-315(c). Where a matter is held in abeyance pending further 

proceedings, the claim cannot be considered final for purposes of Rule 3. See Knox Cty., 

Ex Rel. Smithers v. Lunsford, No. 89365, 1988 WL 74234, at *2 (Tenn. Ct. App. July 

19, 1988) (holding that no final judgment had been entered so as to vest jurisdiction in 

this Court because the trial court held the matter of whether to grant a permanent 

injunction in abeyance pending future proceedings). The fact that no exception was filed 

by Appellants to dispute Appellees’ claim does not alter this result. See Coin Automatic, 

375 S.W.2d at 861 (declining to find a final judgment on a claim involving an 

independent breach of contract action where the independent action had not yet been 

finally resolved despite the fact that no exception was filed to the claim). 

Here, there is no dispute that Appellees filed timely notice of their claim involving 

the independent chancery court proceedings by filing certified copies of the substitution 

orders in the probate action pursuant to Tennessee Code Annotated section 30-2-320. 

There is also no dispute that no final judgment has been entered in the chancery court 

proceedings. Consequently, “any action on the claim” was held in abeyance pending 

resolution of the chancery court proceedings and no final order may be entered thereon. 

Thus, even where no timely exception was filed to a creditor’s claim, the claim does not 

“ripen into a judgment” until the creditor’s “damages, if any, have [] been ascertained.” 

Coin Automatic, 375 S.W.2d at 861 (“We believe it would be dangerous to establish a 

precedent whereby a claim for damages, not yet ascertained, can be filed with the 

Administrator of the estate who neglects to except to same within the time required by 

law, to allow a claim of this type to ripen into a judgment against which there is no 

relief.”). As such, the claim at issue in this case has not been finally adjudicated so as to 

confer jurisdiction on this Court for purposes of Rule 3 of the Tennessee Rules of 

Appellate Procedure.
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Finally, we note that although Appellants seek to frame the issue in this appeal as 

involving Appellees’ claim against the estate, the true issue presented by this appeal is 

not the validity of Appellees’ claim, but rather the trial court’s decision to exclude 

Appellants’ chosen counsel from continued representation in this ongoing estate matter, 

rather than merely with regard to Appellees’ claim against the estate. Orders of 

disqualification, however, are generally not considered final orders subject to immediate

appeal. For example in Hawk v. Hawk, No. E2015-01333-COA-R3-CV, 2016 WL

901518 (Tenn. Ct. App. Mar. 9, 2016), this Court held that an order denying a motion to 

recuse counsel was not a final order subject to immediate appeal because matters 

remained pending in the trial court. Id. at *11. Indeed, it appears that Tennessee courts 

generally review questions of attorney disqualification in one of two ways: (1) in an 

interlocutory or extraordinary appeal, for which no final judgment is necessary; or (2) 

following final judgment. See, e.g, Clinard v. Blackwood, 46 S.W.3d 177, 181 (Tenn. 

2001) (considering an attorney disqualification issue in the posture of an interlocutory 

appeal); Hawk, 2016 WL 901518, at *11 (considering the denial of a disqualification 

motion after final judgment); Carter v. Carter, No. M2013-00193-COA-R3-CV, 2013 

WL 5568360, at *1 (Tenn. Ct. App. Oct. 7, 2013) (considering the disqualification of 

mother’s counsel following final judgment); Joiner v. Joiner, No. E2005-01619-COAR10-CV, 2005 WL 2805566, at *1 (Tenn. Ct. App. Oct. 27, 2005) (considering an 

attorney disqualification issue in the posture of an extraordinary appeal); Hoalcraft v. 

Smithson, No. M2000-01347-COA-R10-CV, 2001 WL 775602, at *1 (Tenn. Ct. App. 

July 10, 2001) (same); Whalley Dev. Corp. v. First Citizens Bancshares, Inc., 834 

S.W.2d 328, 329 (Tenn. Ct. App. 1992) (considering an attorney disqualification issue in 

the posture of an interlocutory appeal); Hilton v. Miller, No. 03A01-9102CV33, 1991 

WL 261872, at *1 (Tenn. Ct. App. Dec. 13, 1991) (“The Tennessee Rules of Appellate 

Procedure, of course, permit interlocutory appeals in appropriate cases, including orders 

disqualifying counsel.”). As pointed out by Appellees in their brief, other courts outside 

our jurisdiction have come to similar conclusions. See, e.g., Richardson-Merrell, Inc. v. 

Koller, 472 U.S. 424, 430, 105 S. Ct. 2757, 2761, 86 L. Ed. 2d 340 (1985) (“An order 

disqualifying counsel in a civil case is not a final judgment on the merits of the 

litigation.”); Burger & Burger, Inc. v. Murren, 202 Conn. 660, 669, 522 A.2d 812, 816 

(Conn. 1987) (holding that an attorney disqualification order is not a final order that is 

immediately appealable as of right); Acierno v. Hayward, 859 A.2d 617, 619 (Del. 2004) 

(holding that an attorney disqualification order is interlocutory and not immediately 

appealable as of right); In re Estate of French, 166 Ill. 2d 95, 103, 651 N.E.2d 1125, 

1129 (Ill. 1995) (“[T]rial court’s disqualification order in the instant proceeding was not a 

final order and that as a result no immediate appeal could be taken therefrom.”). In 

contrast, Appellants have failed to cite a single case in which a disqualification order was

considered final and immediately appealable as of right where other matters were 

pending resolution in the trial court. 

In conclusion, neither the estate as a whole nor the very claim at issue between the 

parties that gives rise to the dispute in this case have been finally adjudicated, but rather 
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this case has been held in abeyance pending resolution of the independent chancery court 

proceedings that constitute Appellees’ claim. The trial court’s order disqualifying 

Attorney Callahan resolves only the issue of Appellants’ counsel in the proceedings to 

come. This order therefore cannot constitute a final order under Rule 3 of the Tennessee 

Rules of Procedure. Appellants have not requested, nor has this Court granted, any appeal 

from a non-final judgment pursuant to Rule 9 or 10 of the Tennessee Rules of Appellate 

Procedure. This Court has no jurisdiction to adjudicate this appeal in the absence of a 

final judgment. See Bayberry, 783 S.W.2d at 559.

CONCLUSION

Because Appellants have appealed from a non-final judgment, this appeal is 

dismissed. The pending motion to dismiss this appeal is therefore granted. Costs of this 

appeal are taxed to Appellants and their surety. 

_________________________________

J. STEVEN STAFFORD, JUDGE