Oldsmith Group, LLC et al. v. Mosby Cool Springs, LLC

In this complex suit over a breach of a contract to sell real estate, the trial court dismissed one of the plaintiffs in an order certified as final under Tennessee Rule of Civil Procedure 54.02, but it reinstated that plaintiff two years later. The court awarded the plaintiff-buyers specific performance, one of the limited available remedies under the contract. However, because the seller had meanwhile taken actions that may have made this relief impossible, the trial court also noted it would consider civil contempt in the event the seller would not perform, and would award approximately $12.2 million in damages, which was the measure of harm for the dismissed plaintiff party. The seller appeals. We conclude that the trial court erred in reinstating the party and that the proper method to challenge an improvidently granted 54.02 final judgment is appeal or an appropriate post-judgment motion. We also conclude that, although the party was erroneously reinstated, the seller is not entitled to a new trial on the issue of liability. Additionally, the trial court did not err in its determination that the seller committed the first material breach and did not err in awarding specific performance. This court cannot review a future and speculative contempt judgment, and we vacate the portion of the judgment delineating any future contempt award. We remand for consideration of whether the buyer is entitled to attorney’s fees on appeal under the contract.