Summary
The Tennessee Court of Appeals held that the Shelby County Probate Court lacked subject-matter jurisdiction over independent breach-of-contract claims brought by Jenny Mallery Vergos individually and as executrix of Nick Charles Vergos's estate against Charles Vergos Rendezvous, Inc. The court vacated the probate court's judgment and remanded with instructions to transfer the matter to the Shelby County Chancery Court. Because of the jurisdictional defect, the court did not reach the parties' substantive issues concerning shareholder agreements, annual payments, and bonuses.
Topics
Practice areas
Questions Presented
- Whether the Shelby County Probate Court had subject-matter jurisdiction over Jenny Vergos's independent breach-of-contract claims against CVR brought individually and as executrix of Nick Vergos's estate.
- Whether the Chancery Court could confer subject-matter jurisdiction on the Probate Court by transferring the action based on Shelby County ordinances.
- Whether the Probate Court's summary-judgment order was void because it was entered without subject-matter jurisdiction.
Holdings
- The Shelby County Probate Court lacked subject-matter jurisdiction over Vergos's independent breach-of-contract claims against CVR. The claims were contract actions within the jurisdiction of the Chancery Court or circuit court under Tennessee Code Annotated section 16-11-115, not matters within the Probate Court's limited statutory jurisdiction.
- The Chancery Court could not confer subject-matter jurisdiction on the Probate Court by transferring the action under county ordinances. Subject-matter jurisdiction is established by the Tennessee Constitution or statute, not by county legislative enactments or a court order.
- The Probate Court's order granting CVR summary judgment was void ab initio because it was entered without subject-matter jurisdiction.
Key quotations
“Parties cannot confer subject matter jurisdiction on a trial or appellate court by appearance, plea, consent, silence, or waiver.” (-6-)
“As to Appellant’s claim against CVS in her capacity as Executrix, the mere fact that Appellant designates herself as “Executrix” of the Estate does not, ipso facto, mean that the causes of action stated in her complaint fall under the purview of the administration of decedent’s Estate.” (-10-)
“To be clear, the subject-matter jurisdiction of a trial court in Tennessee is established by constitution or statute and not by enactments of a county legislative body.” (-11-)
Factual background
Charles Vergos Rendezvous, Inc. operated the Rendezvous Restaurant and was governed in part by shareholder agreements involving Nick Vergos and his siblings. A 2006 amended shareholder agreement provided specified annual payments to the siblings upon retirement, disability, or death and permitted assignment of those payments to a spouse; Nick assigned his payment rights to his wife, Jenny. After CVR stopped making payments to Jenny and allegedly failed to pay Nick bonuses, Jenny sued CVR for breach of contract and promissory estoppel in the Shelby County Chancery Court.
Procedural history
Vergos filed a breach-of-contract complaint in the Shelby County Chancery Court in 2021. The Chancery Court initially denied CVR's motion to dismiss but later transferred the action sua sponte to the Shelby County Probate Court based on county ordinances. The Probate Court granted CVR summary judgment on all counts, after which Vergos appealed. The Court of Appeals vacated the Probate Court's order and remanded for transfer of the action back to the Chancery Court.
Remand instructions
Vacate the Probate Court's order granting CVR summary judgment and remand solely for the Probate Court to transfer the breach-of-contract lawsuit back to the Shelby County Chancery Court. The appellate court did not reach the merits of the contract, promissory-estoppel, standing, shareholder-agreement, or trust issues.