Rel: November 26, 2025
Notice: This opinion is subject to formal revision before publication in the advance sheets of Southern Reporter. Readers are requested to notify the Reporter of Decisions, Alabama Appellate Courts, 300 Dexter Avenue, Montgomery, Alabama 36104-3741 ((334) 229-0650), of any typographical or other errors, in order that corrections may be made before the opinion is printed in Southern Reporter.
SUPREME COURT OF ALABAMA OCTOBER TERM, 2025-2026 _________________________
SC-2025-0040 _________________________
Marty Roberson and Brenda Roberson
v.
Teresa Daniel
Appeal from Cullman Circuit Court (CV-22-900120)
BRYAN, Justice.
Marty Roberson ("Marty") and Brenda Roberson ("Brenda") appeal
from an order of the Cullman Circuit Court entered on a jury verdict
awarding Teresa Daniel approximately $10 million in damages. SC-2025-0040
Although other claims, counterclaims, and third-party claims are still
pending in this action, the circuit court certified its order as a final
judgment pursuant to Rule 54(b), Ala. R. Civ. P. Because we decline to
consider this multifaceted case in piecemeal fashion, we dismiss the
present appeal.
Background
In May 2022, Daniel commenced this action against the Robersons
and Roberson Investments, III, LLC ("RI Three"). Daniel alleged that, in
November 2021, Brenda approached her about the possibility of buying
Vintage West, LLC ("Vintage West") -- Daniel's furniture, decorating, and
design company. On December 31, 2021, Daniel and RI Three entered
into an agreement, whereby Daniel agreed to sell Vintage West to RI
Three for $2.7 million; the purchase price was to be paid in installments.
Later, Daniel also entered into a 12-month consulting agreement to assist
with the transition of ownership of Vintage West.
According to Daniel, the defendants decided to terminate her
consulting agreement in February 2022. Daniel alleged that, after the
termination, the defendants had ceased paying her compensation under
the consulting agreement. Moreover, Daniel alleged that the defendants
2 SC-2025-0040
had refused to tender the final $1.1 million installment payment that had
become due in March 2022. Daniel's complaint asserted a breach-of-
contract claim and an unjust-enrichment claim.
In response to Daniel's complaint, the Robersons and RI Three filed
an answer and a "counterclaim and third-party complaint." As third-
party defendants, the pleading named Gary Daniel ("Gary"); Cindy
Taylor; Janah Williams; Rose Petal Trust; 278 Wholesale, LLC; One
Source Exteriors, LLC; TD Design Consulting, LLC; JB Dye; JBD
Properties, LLC; and fictitiously named parties. Vintage West was later
added as a third-party plaintiff.
JB Dye; JBD Properties, LLC; and One Source Exteriors, LLC, were
later voluntarily dismissed from the action, without prejudice.
Eventually, all the counterclaims and third-party claims were dismissed,
without prejudice and by agreement, with the exception of the following
claims: "declaratory judgment and reformation"; "conversion"; "slander";
and "breach of contract." A claim of "tortious interference" was dismissed
as to the third-party defendants but not as to Daniel.
On March 28, 2023, Daniel filed an amended complaint that, in
relevant part, added a fraudulent-inducement claim and a promissory-
3 SC-2025-0040
fraud claim against the Robersons and RI Three. In April 2023, Daniel
moved for a trial setting, and the circuit court entered an order directing
the circuit-court clerk to set the matter for a jury trial.
After obtaining leave of the circuit court, Daniel filed a second
amended complaint, adding a "voidable[-]and[-]fraudulent[-]transfers"
claim against RI Three and an additional corporate defendant --
Roberson Investments, II, LLC ("RI Two"). Before trial, Gary and Taylor
were also voluntarily dismissed from the action.
On October 2, 2024, Daniel filed a motion to "bifurcate" her
"voidable[-]and[-]fraudulent[-]transfers" claim pursuant to Rule 42(b),
Ala. R. Civ. P., "for a trial to be set at a later date." According to Daniel's
motion, the circuit court had entered a default judgment in a separate
action against RI Two and RI Three requiring the avoidance of certain
transfers and, therefore, the relief that Daniels sought in the present
action had "effectively been granted." To "streamline" the jury trial that
was scheduled to occur the following week in the present action, Daniel
requested a "bifurcation" of her "voidable[-]and[-]fraudulent[-]transfers"
claim. She also asserted that, "as long as the … default judgment [in the
separate action wa]s not reversed, amended, or otherwise vacated, …
4 SC-2025-0040
Daniel w[ould] likely not have to try her fraudulent[-]and[-]voidable[-]
transfers claims." She stated that, if the default judgment in the
separate action "stands and is effectuated," Daniel could dismiss her
"voidable[-]and[-]fraudulent[-]transfers" claim in the present action.
On October 5, 2024 -- two days before trial -- counsel for RI Three
and Vintage West filed separate suggestions of bankruptcy indicating
that each corporation had requested Chapter 7 bankruptcy protection in
the United States District Court for the Northern District of Alabama.
Two days later, on October 7, 2024, the circuit court entered separate
orders stating that all claims "against" RI Three and Vintage West were
"continued" until final dispositions were reached in the bankruptcy
proceedings.
The jury trial began on October 7, 2024. Before trial, the circuit
court considered Daniel's motion to "bifurcate" her "voidable[-]and[-]
fraudulent[-]transfers" claim. Daniel's attorney stated that that claim
had become "moot" as a consequence of the circuit court's default
judgment against RI Two and RI Three in the separate action; he
continued: "[T]he reason we would like to bifurcate is just to give them
time for appeal or a bankruptcy process to run. And as long as the order
5 SC-2025-0040
stays in place, then people need to go forth with their claims." The circuit
court asked counsel for the Robersons, RI Two, RI Three, and Vintage
West if he objected to Daniel's bifurcation motion, and he replied that he
did not object. The circuit court orally granted the bifurcation motion.
The circuit court then stated: "And so[,] that will leave us today
with [Daniel]'s claims for [promissory] fraud and fraudulent
inducement." The circuit court asked counsel for the Robersons, RI Two,
RI Three, and Vintage West whether they had "claims that [he] fe[lt]
should go forward at th[at] time," and counsel responded: "I believe that
mine have been stayed with the recent bankruptcy filing, all the
counterclaims."
When the circuit court asked whether there was "anything else in
regard to the claims that we're dealing with," counsel for the Robersons,
RI Two, RI Three, and Vintage West replied: "Not to me." Daniel's
attorney replied: "I don't believe so." The circuit court thereafter
proceeded to consider motions in limine, and Daniel's promissory-fraud
claim and fraudulent-inducement claim were tried against the Robersons
in their individual capacities and were ultimately submitted to the jury.
6 SC-2025-0040
On October 9, 2024, the jury returned a verdict in favor of Daniel
and against the Robersons regarding both Daniel's promissory-fraud
claim and her fraudulent-inducement claim. The jury awarded Daniel
$1,424,582.05 in compensatory damages and $8,575,418 in punitive
damages. On October 15, 2024, the circuit court entered an order
entitled: "Final Judgment on Jury Verdict." Consistent with the jury's
verdicts, the circuit court's order entered a judgment in favor of Daniel
regarding her promissory-fraud claim and her fraudulent-inducement
claim against the Robersons in their individual capacities only and
awarded Daniel $1,424,582.05 in compensatory damages and $8,575,418
in punitive damages.
On November 8, 2014, the Robersons filed a motion to vacate the
circuit court's October 15, 2024, order. Daniel filed a response to the
motion to vacate, and the Robersons filed a reply to the response. On
December 12, 2024, the circuit court entered a five-page order denying
the Robersons's motion to vacate. At the conclusion of the order, the
circuit court stated:
"Finally, at the hearing on this motion, the Robersons indicated that they do not believe the Final Judgment is final. The Court disagrees. The Court expressly stated that its judgment was final, but to remove any doubt, the Court finds 7 SC-2025-0040
no just reason for delay and incorporates the Final Judgment on Jury Verdict herein as a final judgment under Rule 54(b)[, Ala. R. Civ. P.]"
The Robersons filed a notice of appeal to this Court on January 21, 2025.
See Lewis v. State, 463 So. 2d 154, 155-56 (Ala. 1985)("A judgment
certified by a trial court pursuant to Rule 54(b) is a final appealable
judgment; the certification triggers the running of the 42-day appeal
period.").
Analysis
On appeal, the Robersons first argue that the circuit court's Rule
54(b) certification was improper. In her brief, Daniel cites this Court's
precedent holding that, when a defendant files a bankruptcy petition
during the pendency of an action, the action may generally proceed to a
judgment against a solvent codefendant. See Bradberry v. Carrier Corp.,
86 So. 3d 973, 981 (Ala. 2011)("Beyond the plain language of [11 U.S.C.]
§ 362, courts have consistently held that the automatic-stay provision of
§ 362 does not act to stay proceedings against a debtor's solvent
codefendants."). We address this issue first before considering the
propriety of the circuit court's Rule 54(b) certification.
8 SC-2025-0040
I. Bankruptcy Proceedings and Rule 54(b)
In Bradberry, this Court affirmed a summary judgment in favor of
solvent codefendants when the trial court had certified that judgment as
final pursuant to Rule 54(b). Although not mentioned by the parties in
this case, this Court has also specifically indicated that a judgment
against a solvent codefendant may be sufficiently final and appealable
for the purposes of Rule 54(b) if another defendant has sought
bankruptcy protection during the pendency of an action. See Snow v.
Baldwin, 491 So. 2d 900, 902 n.2 (Ala. 1986). In Gaddy v. SE Property
Holdings, LLC, 218 So. 3d 315 (Ala. 2016), this Court discussed Snow,
Bradberry, and its other precedents1 regarding these issues and
1The Gaddy Court also discussed Garrigan v. Hinton Beef & Provision Co., 425 So. 2d 1091 (Ala. 1983), which it characterized as an "aberration" for failing to apply Rule 54(b). 218 So. 3d at 324 n.2. The Gaddy Court also quoted the following from McKiever v. King & Hatch, Inc., 366 So. 2d 264, 265 (Ala. 1978):
" 'The filing of a petition for bankruptcy by a defendant does not terminate an action in state court against him. A pending suit founded upon a claim for which discharge would be a release is automatically stayed until adjudication or dismissal of the bankruptcy petition. 11 U.S.C. § 29(a) (1976); Bankruptcy Rule 401(a), (b). The stay may be annulled as to claims not scheduled in time for proof and allowance. Bankruptcy Rule 401(c). The stay may be vacated by the bankruptcy court upon application by the creditor. 9 SC-2025-0040
ultimately dismissed an appeal when the trial court had not certified the
pertinent order as final pursuant to Rule 54(b).
Notably, if a trial court orders a "true severance" of claims pursuant
to Rule 21, Ala. R. Civ. P.,2 "the entry of a Rule 54(b) certification [is]
unnecessary." Stephens v. Fines Recycling, Inc., 84 So. 3d 867, 874 (Ala.
2011). In Bradberry, this Court explained: "When a bankruptcy petition
has been filed, it is common practice for a non-bankruptcy court in which
Bankruptcy Rule 401(d). Moreover, the petition may be dismissed and the stay vacated if the petitioner has obtained a discharge in bankruptcy within the past six years. See generally 1A Collier on Bankruptcy ¶¶ 11.01-.08. Johnson Dry Goods Co. v. Drake, 219 Ala. 140, 121 So. 402 (1929). See Piel v. Harvard Interiors Manufacturing Co., 490 F.2d 1272 (8th Cir. 1974).
" 'There is no indication of the progress or status of the bankruptcy petition. The stay may have been, or may soon be, dissolved or vacated and the contractor will be able to pursue his claim against the Guests. Since there has been no final disposition of the rights and liabilities of two of the defendants, the order granting summary judgment as to the other five is not a final judgment and, because there has been no entry and determination under Rule 54(b), [Ala. R. Civ. P.,] it is not appealable.' "
Gaddy, 218 So. 3d at 320-21.
2In relevant part, Rule 21 provides: "Any claim against a party may
be severed and proceeded with separately." 10 SC-2025-0040
an action is pending against the debtor and others to sever the action as
to the debtor and to proceed against the solvent codefendants." 86 So. 3d
at 984. However, the Court went on to reason as follows concerning the
issue of severance in that case:
"Although the plaintiffs' argument that the trial court must first sever and stay the action against [the debtor in bankruptcy] … in order to avoid violating the automatic stay is in keeping with the spirit of [11 U.S.C.] § 362, this Court is not persuaded that the trial court is required to enter an order formally severing and staying the action as to [the debtor] …. Again, the stay provision in § 362 was automatically triggered as to [the debtor] at the time it filed its bankruptcy petition. It would seem that the trial court could simply proceed to a summary-judgment hearing as to the solvent codefendants while honoring the § 362 automatic stay against [the debtor]. See Snow [v. Baldwin, 491 So. 2d 900 (Ala. 1986),] where the case proceeded to trial against the solvent codefendant after the debtor had declared bankruptcy where the trial court did not enter a formal order severing the debtor from the case."
Id. (emphasis added).
Thus, if a defendant seeks bankruptcy protection during the
pendency of an action, a formal Rule 21 severance of a plaintiff's claims
against the debtor defendant from the plaintiff's claims against any
solvent codefendants may be appropriate under certain circumstances.
Id. In such situations, it is unnecessary -- at least insofar as the severed
claims against the debtor defendant are concerned -- to certify the
11 SC-2025-0040
resulting judgment concerning the solvent codefendants as final
pursuant to Rule 54(b). See Stephens, 84 So. 3d at 874.
A formal severance pursuant to Rule 21 is also not required.
Bradberry, 86 So. 3d at 984. However, in the absence of such a severance,
a Rule 54(b) certification is necessary to make a judgment concerning the
solvent codefendants sufficiently final to support an appeal. Gaddy, 218
So. 3d at 325.
Notably, none of the foregoing decisions evaluated the propriety of
a Rule 54(b) certification with reference to the considerations articulated
by this Court's precedent for determining when such certifications are
appropriate. The complex circumstances of the present case require such
an analysis. In this case, there are unadjudicated claims in addition to
unadjudicated counterclaims and unadjudicated third-party claims.
Moreover, as explained in more detail below, at least one unadjudicated
counterclaim does not appear to be impacted by the bankruptcy
proceedings. Thus, although we reaffirm the general availability of Rule
54(b) certifications for judgments concerning solvent codefendants when
a separate defendant has sought bankruptcy protection during the
pendency of an action, we conclude that, under the circumstances
12 SC-2025-0040
presented here, the circuit court exceeded its discretion by certifying its
October 15, 2024, order as final pursuant to Rule 54(b).
At this point, we must also note the Robersons' strenuous argument
that, based on their relationship to RI Three, the circuit court's October
15, 2024, order against them was a violation of the automatic-stay
provision of 11 U.S.C. § 362. We take no position regarding that issue
and do not wish for this opinion to be misunderstood as reaching any
holding on that point.
The substance of the circuit court's October 15, 2024, order is not
before us because we conclude, as a threshold matter, that the order was
not properly certified as final pursuant to Rule 54(b). In other words,
even assuming -- without deciding -- that the Robersons are solvent
codefendants as contemplated by this Court's precedents in this area of
the law, the circuit court's Rule 54(b) certification was still improper.
II. Rule 54(b) Certification Considerations
"Except as otherwise provided by law, an appeal lies only from a final judgment -- that is, a judgment disposing of all claims against all parties. Wright v. Harris, 280 So. 3d 1040, 1043 (Ala. 2019). Rule 54(b) provides one such exception:
" 'When more than one claim for relief is presented in an action, whether as a claim, counterclaim, 13 SC-2025-0040
cross-claim, or third-party claim, or when multiple parties are involved, the court may direct the entry of a final judgment as to one or more but fewer than all of the claims or parties only upon an express determination that there is no just reason for delay and upon an express direction for the entry of judgment.'
"In short, Rule 54(b) permits a trial court to certify a partial judgment as 'final,' and thus immediately appealable, even though some claims remain pending. Wright, 280 So. 3d at 1043. But that authority is conditioned on the trial court's determination that 'there is no just reason for delay,' and we review that determination for excess of discretion. Id.
"This Court has repeatedly emphasized that ' " ' "[c]ertifications under Rule 54(b) should be entered only in exceptional cases," ' " ' because piecemeal appeals -- which typically entail considerable delay and expense -- are disfavored. Fuller v. Birmingham-Jefferson Cnty. Transit Auth., 147 So. 3d 907, 911 (Ala. 2013)(quoting Dzwonkowski v. Sonitrol of Mobile, Inc., 892 So. 2d 354, 363 (Ala. 2004)); see also Wright, 280 So. 3d at 1043 (' " '[C]ertifications under Rule 54(b) are disfavored.' " ' (citations omitted)); Highlands of Lay, LLC v. Murphree, 101 So. 3d 206, 209 (Ala. 2012)(' " 'It is uneconomical for an appellate court to review facts on an appeal following a Rule 54(b) certification that it is likely to be required to consider again when another appeal is brought after the [trial] court renders its decision on the remaining claims or as to the remaining parties.' " ' (citations omitted)).
"In keeping with that general principle, we have consistently held that a trial court exceeds its discretion in certifying a judgment under Rule 54(b) if ' " 'the issues in the claim being certified and a claim that will remain pending in the trial court " 'are so closely intertwined that separate adjudication would pose an unreasonable risk of inconsistent results.' " ' " ' Id. at 208 (citations omitted)." 14 SC-2025-0040
Bowling v. U.S. Bank Nat'l Ass'n, 380 So. 3d 1030, 1033-34 (Ala. 2023).
On appeal, the Robersons note this Court's precedent stating the
following:
" '… In MCI Constructors, LLC v. City of Greensboro, 610 F.3d 849[,855] (4th Cir. 2010), the United States Court of Appeals for the Fourth Circuit explained:
" ' "In determining whether there is no just reason for delay in the entry of judgment, factors the district court should consider, if applicable, include:
" ' " '(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 obliged to consider the same issue a second time; (4) the presence or absence of a claim or counterclaim which could result in a 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 15 SC-2025-0040
claims, expense, and the like.'
" ' "Braswell [Shipyards, Inc. v. Beazer E., Inc.], 2 F.3d [1331,] 1335-36 [(4th Cir. 1993)] ... (quoting Allis-Chalmers Corp. v. Phila. Elec. Co., 521 F.2d 360, 364 (3d Cir. 1975) [overruled on other grounds by Curtiss-Wright Corp. v. Gen. Elec. Co., 446 U.S. 1 (1980)])." '
"Lighting Fair, Inc. v. Rosenberg, 63 So. 3d 1256, [1264] (Ala. 2010)(footnote[] and emphasis omitted)."
Stephens, 84 So. 3d at 875-76. Regarding counterclaims,
" 'the [United States] Supreme Court has explained "that counterclaims, whether compulsory or permissive, present no special problems for Rule 54(b) determinations; counterclaims are not to be evaluated differently from other claims." Curtiss-Wright Corp. [v. General Elec. Co.], 446 U.S. [1,] 9, 100 S. Ct. 1460 [(1980)]. Like other claims, the Court has explained, "their significance for Rule 54(b) purposes turns on their interrelationship with the claims on which certification is sought." Id.' "
Lighting Fair, Inc. v. Rosenberg, 63 So. 3d 1256, 1264 (Ala. 2010)(quoting
MCI Constructors, LLC v. City of Greensboro, 610 F.3d 849, 855 n.3 (4th
Cir. 2010)).
As noted above, in this case there are unadjudicated claims,
unadjudicated counterclaims, and unadjudicated third-party claims. We
address the requirements of Rule 54(b) with regard to Daniel's
16 SC-2025-0040
unadjudicated claims before turning to the unadjudicated counterclaims
and the unadjudicated third-party claims.
III. Daniel's Unadjudicated Claims
The circuit court's October 15, 2024, order adjudicated only two
claims at issue in this case: Daniel's promissory-fraud claim and her
fraudulent-inducement claim, both of which were tried against only the
Robersons in their individual capacities. According to her appellate brief,
"[r]elevant to this appeal," Daniel has also asserted a promissory-fraud
claim, a fraudulent-inducement claim, and a breach-of-contract claim
against RI Three. Daniel's brief at 9. The record indicates that Daniel
also asserted an unjust-enrichment claim in the circuit court, apparently
against the Robersons and RI Three.
The circuit court "continued" Daniel's claims against RI Three
pending the final disposition of RI Three's bankruptcy proceeding.
Additionally, Daniel asserted a "voidable[-]and[-]fraudulent[-]transfers"
claim against RI Two and RI Three, and the circuit court granted Daniel's
motion to "bifurcate" that claim for a separate trial pursuant to Rule
42(b), depending on the final disposition of a judgment in a separate
action. The ultimate outcome of that separate action is not apparent to
17 SC-2025-0040
this Court; consequently, its effect on Daniel's "voidable[-]and[-]
fraudulent[-]transfers" claim is unclear. We consider each of Daniel's
unadjudicated claims in turn.
A. Unadjudicated Breach-of-Contract Claim Against RI Three
Although Daniel argues that the circuit court properly certified the
finality of its judgment against the Robersons in their individual
capacities as solvent codefendants pursuant to Rule 54(b), she also
repeatedly and unequivocally asserts on appeal that her adjudicated
fraud claims against the Robersons in their individual capacities "overlap
factually" with her unadjudicated breach-of-contract claim against RI
Three. Specifically, she states: "Alabama law (1) allows Daniel to sue the
Robersons individually for torts they committed, even if they were acting
as agents of [RI Three] and (2) recognizes fraud[-]in[-]the[-]inducement
and promissory[-]fraud claims that overlap factually with breach[-]of[-]
contract claims." Daniel's brief at 25 (emphasis added); see also Daniel's
brief at 38 ("[T]he damages and facts of the fraud[-]in[-]the[-]inducement
claim overlapped with the breach[-]of[-]contract claim against [RI
Three]." (emphasis added)); id. at 38 ("Daniel's second claim was for
promissory fraud, which can also overlap with a breach[-]of[-]contract
18 SC-2025-0040
claim." (emphasis added)); id. at 41 ("Alabama law recognizes tort claims
that overlap with breach[-]of[-]contract claims." (emphasis added)); and
id. at 42 ("Certainly, if [RI Three] had not declared bankruptcy, Daniel
would have proceeded with a breach[-]of[-]contract claim against [RI
Three] based on similar facts and damages, and Daniel potentially would
have also sought to pierce the corporate veil and impose liability on [RI
Three]'s owners. However, the Robersons have failed to cite any law that
the existence of this breach[-]of[-]contract claim and piercing[-]the[-]
corporate[-]veil theory preclude tort claims based on overlapping
conduct." (emphasis added)).
This Court has clearly explained that an obvious factual overlap
between adjudicated claims and unadjudicated claims weighs against a
Rule 54(b) certification. See Bowling, 380 So. 3d at 1034 ("[In Branch v.
SouthTrust Bank of Dothan, N.A., 514 So. 2d 1373 (Ala. 1987), w]e held
that the [Rule 54(b)] certification was improper because of the obvious
factual overlap between the claim and the counterclaim." (emphasis
added)). As noted above,
" ' "[i]t is uneconomical for an appellate court to review facts on an appeal following a Rule 54(b) certification that it is likely to be required to consider again when another appeal is
19 SC-2025-0040
brought after the [trial] court renders its decision on the remaining claims or as to the remaining parties." ' "
Highlands of Lay, LLC v. Murphree, 101 So. 3d 206, 209 (Ala.
2012)(emphasis added; citations omitted). See also Fuller v.
Birmingham-Jefferson Cnty. Transit Auth., 147 So. 2d 907, 913 (Ala.
2013)("The factual underpinnings of the adjudicated claims are the same
as those of the unadjudicated counterclaim of the defendants. …
Therefore, the trial court's certification of finality under Rule 54(b) is
ineffective …." (emphasis added)).
Daniel suggests that her claims against "[RI Three],[3] [RI Three]'s
counterclaims, and Vintage West's claims could be resolved in
bankruptcy." Daniel's brief at 30 n.6 (emphasis added). She asserts:
"Although not in the record before this Court, Daniel is currently
pursuing her breach[-]of[-]contract claims as a creditor in bankruptcy
court." Daniel's brief at 26 n.3. She also states that delaying a trial on
her fraud claims against the Robersons in their individual capacities as
a result of the bankruptcy proceedings would have unfairly prejudiced
her and that "the claims involving [RI Three] and Vintage West are likely
3Daniel actually names RI Two, but it appears that she intended to
reference RI Three. 20 SC-2025-0040
to be resolved in bankruptcy court." Daniel's brief at 31 (emphasis
added). She states: "Even if bankruptcy does not resolve the claims
involving [RI Three] and Vintage West, those are separate claims that
can be tried and result in a separate judgment. Delaying the entry of a
final judgment would not affect a trial on those claims." Daniel's brief at
32 (emphasis added).
It is unclear whether Daniel's fraudulent-inducement, promissory-
fraud, and breach-of-contract claims against RI Three will be resolved in
RI Three's bankruptcy proceeding. However, Daniel has clearly asserted
to this Court that her unadjudicated breach-of-contract claim against RI
Three relies, at least in part, on the same facts at issue in her adjudicated
fraud claims against the Robersons in their individual capacities. See
Smith v. Slack Alost Dev. Servs. of Alabama, LLC, 32 So. 3d 556, 562
(Ala. 2009)("In the instant case, it is apparent that at least some of the
issues presented in the still pending claim against Smith are the same as
the issues presented in the appeal now brought by Smith and Smith &
Weems Investments.").
Moreover, Daniel seems to suggest the possibility that she will
pursue her claims in the present action if they are not resolved in
21 SC-2025-0040
bankruptcy. If Daniel's breach-of-contract claim against RI Three is not
resolved in RI Three's bankruptcy proceeding and an appeal to this Court
is ultimately taken from a later order of the circuit court adjudicating
that claim, it appears undisputed that this Court would be required to
consider at least some of the same facts again in the subsequent appeal.
Thus, the interrelated nature of Daniel's adjudicated fraud claims
against the Robersons in their individual capacities and her
unadjudicated breach-of-contract claim against RI Three weighs against
the circuit court's Rule 54(b) certification in this case.
B. Unadjudicated Fraudulent-Inducement and Promissory-Fraud Claims Against RI Three
Presumably, a similar factual overlap also exists between Daniel's
adjudicated fraudulent-inducement and promissory-fraud claims against
the Robersons in their individual capacities and her unadjudicated
fraudulent-inducement and promissory-fraud claims against RI Three,
and it is also unclear whether those claims will be resolved in RI Three's
bankruptcy proceeding. Thus, the interrelated nature of these claims
likewise weighs against the circuit court's Rule 54(b) certification in this
case.
22 SC-2025-0040
C. Unadjudicated Unjust-Enrichment Claim Against the Robersons and RI Three
As noted above, Daniel's operative complaint in this action also
included an unjust-enrichment claim requesting a judgment against the
"[d]efendants" collectively that appears to also be based on the same
general factual circumstances as her other claims. Daniel may have
intended to abandon her unjust-enrichment claim against the Robersons
in their individual capacities by not presenting that claim at trial. See
Van Hoof v. Van Hoof, 997 So. 2d 278, 284 n.12 (Ala. 2007). However,
because no trial has been conducted on Daniel's claims against RI Three,
the unjust-enrichment claim against RI Three also appears to still be
unadjudicated and appears to be factually related to the fraud claims that
have been adjudicated against the Robersons in their individual
capacities. It is likewise unclear what effect, if any, RI Three's
bankruptcy proceeding will have on the unjust-enrichment claim. Thus,
the interrelated nature of these claims likewise weighs against the circuit
court's Rule 54(b) certification in this case.
23 SC-2025-0040
D. Unadjudicated "Voidable[-]and[-]Fraudulent[-]Transfers" Claim Against RI Two and RI Three
Although Daniel's "voidable[-]and[-]fraudulent[-]transfers" claim is
not mentioned in her appellate brief, the record demonstrates that Daniel
has asserted a "voidable[-]and[-]fraudulent[-]transfers" claim against RI
Two and RI Three, and the circuit court granted Daniel's motion to
"bifurcate" that claim for a separate trial pursuant to Rule 42(b),
depending on the ultimate disposition of a judgment in a separate action.
"[Rule 54(b)] applies to actions in which 'separate trials' are ordered
pursuant to Rule 42(b)," 4 but "does not apply … to claims 'severed' from
the original action." Key v. Robert M. Duke Ins. Agency, 340 So. 2d 781,
783 (Ala. 1976). However, the fact that a trial court has ordered separate
trials pursuant to Rule 42(b) does not necessarily mean that a Rule 54(b)
certification would be proper with respect to an order adjudicating the
4Rule 42(b) provides:
"The court, in furtherance of convenience or to avoid prejudice, or when separate trials will be conducive to expedition and economy, may order a separate trial of any claim, cross-claim, counterclaim, or third-party claim, or of any separate issue or of any number of claims, cross-claims, counterclaims, third-party claims, or issues, always preserving inviolate the right of trial by jury as declared by Article 1, Section 11 of the Alabama Constitution of 1901." 24 SC-2025-0040
claims tried first. See Stephens, 84 So. 3d at 874 ("[W]e conclude that
the trial court … ordered separate trials of those claims pursuant to Rule
42(b)."); and id. at 879 ("The possibility of a future appeal and this Court's
general disfavor of Rule 54(b) certifications, coupled with the interrelated
nature of the still pending counterclaims and the potential for setoff, …
convinces us that the posture of this case is not yet appropriate for Rule
54(b) certification, that accepting the trial court's certification will simply
result in appellate review in piecemeal fashion, and that there is, in fact,
just reason for delay.").
In this case, it appears that Daniel requested a separate trial
pursuant to Rule 42(b) regarding her "voidable[-]and[-]fraudulent[-]
transfers" claim against RI Two and RI Three not because it was factually
unrelated to her fraud claims against the Robersons in their individual
capacities but primarily because that claim could be rendered moot by a
judgment in a separate action. As noted above, before trial, Daniel's
attorney stated: "[T]he reason we would like to bifurcate is just to give
them time for appeal or a bankruptcy process to run. And as long as the
order stays in place, then people need to go forth with their claims."
(Emphasis added.)
25 SC-2025-0040
The ultimate disposition of the judgment in the separate action is
not apparent to this Court, and the effect of RI Three's bankruptcy
proceeding on Daniel's "voidable[-]and[-]fraudulent[-]transfers" claim is
also unclear. Notably, however, the facts underlying that claim also
appear to perhaps be related to Daniel's fraud claims against the
Robersons in their individual capacities. In her appellate brief, Daniel
states the following regarding the trial of her fraud claims against the
Robersons in their individual capacities: "Marty Roberson also testified
in his deposition -- the relevant portions of which were played at trial --
that [RI Three] transferred assets out of [RI Three] and into another
entity, [RI Two], to protect them from lawsuits." Daniel's brief at 17. To
the extent that Daniel's "voidable[-]and[-]fraudulent[-]transfers" claim
against RI Two and RI Three in this action is still viable, the pendency
of that claim in this action also weighs against the circuit court's Rule
54(b) certification.
E. Conclusion Regarding Daniel's Unadjudicated Claims
Notwithstanding RI Three's bankruptcy proceeding, we conclude
that, considered altogether, the interrelated nature of Daniel's
adjudicated claims and her unadjudicated claims weighs against the
26 SC-2025-0040
circuit court's decision to certify its October 15, 2024, order as final
pursuant to Rule 54(b). However, even if we were inclined to defer to the
circuit court's discretion under Rule 54(b) with respect to Daniel's
unadjudicated claims, we must also recognize that unadjudicated
counterclaims and unadjudicated third-party claims have also been
asserted in this action. We address those next.
IV. The Counterclaims and the Third-Party Claims
It is undisputed that RI Three and Vintage West have asserted
counterclaims and third-party claims in the circuit court that have not
yet been adjudicated. As explained below, however, the parties disagree
regarding whether the Robersons have asserted any counterclaims in
their individual capacities. Therefore, we address the claims asserted by
RI Three and Vintage West first before turning to the Robersons
individually.
A. Unadjudicated Counterclaims and Third-Party Claims Asserted by RI Three and Vintage West
It appears that the following counterclaims and third-party claims
asserted by RI Three and Vintage West have not yet been adjudicated by
the circuit court: "declaratory judgment and reformation"; "conversion";
"breach of contract"; "slander"; and "tortious interference." It appears 27 SC-2025-0040
that the "tortious[-]interference" counterclaim is being asserted against
only Daniel, but it appears that the other claims are being asserted
collectively against Daniel and the remaining third-party defendants,
which appear to be the following: Williams; Rose Petal Trust; 278
Wholesale, LLC; and TD Design Consulting, LLC.
As noted, RI Three and Vintage West have sought bankruptcy
protection pursuant to Chapter 7 of the Bankruptcy Code.
" 'A number of cases have held that once a proceeding has been initiated under Chapter 7 of the Bankruptcy Code involving a debtor, the trustee in bankruptcy becomes the real party in interest with respect to lawsuits upon causes of action held by the debtor. See, e.g., Bickford v. Ponce de Leon Care Ctr., 918 F. Supp. 377 (M.D. Fla. 1996); Ex parte Moore, [793 So. 2d 762] (Ala. 2000)(distinguishing Chapter 13 cases, although using "standing" terminology.).' "
Ex parte Sterilite Corp. of Alabama, 837 So. 2d 815, 819 (Ala.
2002)(quoting Baltic v. Alpha Chem. & Paper Co., 770 So. 2d 626, 634
(Ala. Civ. App. 2000). See also Slater v. United States Steel Corp., 871
F.3d 1174, 1180 (11th Cir. 2017)("Because a Chapter 7 debtor forfeits his
prepetition assets to the estate, only the Chapter 7 trustee, not the
debtor, has standing to pursue a civil legal claim unless the trustee
abandons the asset, which then returns the claim to the possession and
control of the debtor."). 28 SC-2025-0040
Therefore, with respect to the counterclaims and the third-party
claims being asserted by RI Three and Vintage West, the trustee
administering each bankruptcy estate is the real party in interest, from
all that appears to this Court. However, no bankruptcy trustee is a party
to the present appeal, and, it appears, no bankruptcy trustee has
expressed a position regarding the counterclaims and third-party claims
in the circuit court. Consequently, it is unclear to this Court whether the
counterclaims and third-party claims being asserted by RI Three and
Vintage West will be litigated in the circuit court and, if so, when an order
will be entered disposing of those claims.
However, it seems apparent that, at the very least, RI Three's
unadjudicated counterclaims are factually related to Daniel's fraud
claims adjudicated against the Robersons in their individual capacities.
As explained above, Daniel has asserted to this Court that her
unadjudicated breach-of-contract claim against RI Three is factually
similar to her fraud claims adjudicated against the Robersons in their
individual capacities. Indeed, as noted, she has specifically stated that
"the damages and facts of the fraud[-]in[-]the[-]inducement claim
29 SC-2025-0040
overlapped with the breach[-]of[-]contract claim against [RI Three]."
Daniel's brief at 38 (emphasis added).
Daniel also concedes that RI Three's unadjudicated counterclaims
against her arose out of the same transaction or occurrence as her
unadjudicated breach-of-contract claim against RI Three. See Daniel's
brief at 52 ("[W]hile [RI Three] did have compulsory counterclaims, the
trial court stayed Daniel's claims against [RI Three] and did not try them
to the jury -- meaning both Daniel['s] and [RI Three]'s claims that arose
out of the same transaction or occurrence were stayed." (emphasis
added)).
The United States Supreme Court has explained that, for the
purposes of certification under Rule 54(b) of the Federal Rules of Civil
Procedure, whether an unadjudicated counterclaim arose out of the same
transaction or occurrence as an adjudicated claim is not alone dispositive.
See Cold Metal Process Co. v. United Eng'g & Foundry Co., 351 U.S. 445,
452 (1956)("If the District Court certifies a final order on a claim which
arises out of the same transaction and occurrence as pending claims, and
the Court of Appeals is satisfied that there has been no abuse of
discretion, the order is appealable."). See also Cates v. Bush, 293 Ala.
30 SC-2025-0040
535, 540, 307 So. 2d 6, 11 (1975)(discussing the principles articulated in
Cold Metal).
In this case, it appears that the parties agree that the counterclaims
asserted by RI Three against Daniel were compulsory counterclaims with
respect to Daniel's breach-of-contract claim against RI Three. As
explained, neither RI Three's counterclaims nor Daniel's breach-of-
contract claim have yet been adjudicated. However, based on Daniel's
representations to this Court, it is apparent that the issues involved in
those unadjudicated claims are closely related to the issues presented
during the trial of Daniel's fraud claims against the Robersons
Like Daniel's breach-of-contract claim against RI Three, if RI
Three's unadjudicated counterclaims are not resolved as a consequence
of RI Three's bankruptcy proceeding and are instead tried in the circuit
court and an appeal to this Court is ultimately taken from a later order
of the circuit court adjudicating those counterclaims, it appears likely
that this Court would be required to consider the same facts again in the
subsequent appeal.
31 SC-2025-0040
B. The Robersons' Unadjudicated Counterclaim
Finally, even setting aside all the issues presented by this case
concerning RI Three's and Vintage West's bankruptcy proceedings, the
record indicates that the Robersons, in their individual capacities, have
also asserted at least one counterclaim against Daniel that the circuit
court has not yet adjudicated. The parties also argue about this point on
appeal.
Daniel argues that "the Robersons have failed to show that they
individually have any counterclaims … and thus a setoff flowing from
such a counterclaim." Daniel's brief at 31. The Robersons respond as
follows:
"Alabama law has long held that a plaintiff, or in this case, counterclaim plaintiffs, 'are the master[s] of [their own] complaint.' Cook v. Midland Funding, LLC, 208 So. 3d 1153, 1158 (Ala. Civ. App. 2016). The record of this case is clear that the Counterclaim Plaintiffs, comprised of [RI Three], Marty Roberson, Brenda Roberson[,] and Vintage West, have properly plead[ed] and asserted claims against Teresa Daniel based on the same set of facts and circumstances that Daniel's own claims are based, and Daniel lacks any authority to determine who she purports to be the proper Counterclaim Plaintiff to bring each claim. … The very fact that all claims arise out of the same set of operative facts, regardless of which party brings which claim, renders it error for the trial court to allow Daniel to present her claims to a jury while staying the defendants' counterclaims, all of which arise from the same nucleus of facts. See Ex parte Rudolph, 515 So. 2d [704,] 707 32 SC-2025-0040
[(Ala. 1987)]; Ex parte Daniels, 264 So. 3d [865,] 870 [(Ala. 2018)]; and Ex parte McQueen, 352 So. 3d [1179,] 1184-85 [(Ala. 2021)]. The risk of separate juries reaching inconsistent verdicts in a case of this nature is exceedingly high, if not a certainty."
The Robersons' reply brief at 24.
Contrary to Daniel's assertions to this Court, the circuit court's
December 12, 2024, order denying the Robersons' motion to vacate the
circuit court's October 15, 2024, order expressly stated that the
Robersons have asserted at least one counterclaim in their individual
capacities that has not yet been adjudicated. Specifically, the circuit
court's order stated:
"Of the remaining counterclaims, all but one appear to be claims of either [RI Three] or Vintage West -- neither of which were part[ies] to the trial. The only individual claim was for defamation, and the Robersons failed to present any argument on how that claim was compulsory under Rule 13[, Ala. R. Civ. P.]"
By stating which counterclaims "appear" to have been asserted by
the Robersons in their individual capacities, the circuit court's order is
somewhat ambiguous regarding the counterclaims that have actually
33 SC-2025-0040
been pleaded and asserted.5 However, the order unambiguously stated
that the Robersons have individually asserted at least a "defamation"
counterclaim, which was likely a reference to the "slander" counterclaim
set forth in the operative pleading.
In Stephens, 84 So. 3d at 878, this Court explained:
"A potential for a setoff … 'weighs against the certification of the [underlying] [j]udgment as ... final.' The Supreme Court has stated that the 'mere presence of [a nonfrivolous counterclaim] does not render a Rule 54(b) certification inappropriate.' Curtiss-Wright Corp. v. General Electric Co., 446 U.S. 1, 9, 100 S. Ct. 1460, 64 L. Ed. 2d 1 (1980). See also Scrushy v. Tucker, 955 So. 2d 988, 999 (Ala. 2006)(same). Similarly, 'the possibility of a setoff [is not] necessarily dispositive of questions regarding the appropriateness of a Rule 54(b) certification.' H.P.H. Props., Inc. v. Cahaba Lumber & Millwork, Inc., 811 So. 2d 554, 556 (Ala. Civ. App. 2001)(Murdock, J., concurring in the result)(citing Curtiss-Wright, supra, for the proposition that the 'court of appeals erred in dismissing appeal from a Rule 54(b) judgment on one of main claims merely because counterclaim remained pending that might offset judgment entered'). Nonetheless, as reflected in the five-factor analysis set out in [Lighting Fair, Inc. v.] Rosenberg, [63 So. 3d 1256 (Ala. 2010)], although not dispositive in and of itself, the existence of a nonfrivolous counterclaim or other issue that
5The circuit court's December 12, 2024, order noted that counsel for
the Robersons had represented before trial that "all of the counterclaims were stayed and that they were not proceeding with those claims." (Emphasis added.) However, the circuit court did not determine that the Robersons had abandoned any counterclaims by making such a representation. Indeed, as noted above, the circuit court's order indicated that their "defamation" counterclaim was still "remaining" after trial. 34 SC-2025-0040
could result in a possible setoff, such as we have here, '[is] surely not an insignificant factor' in evaluating the appropriateness of a Rule 54(b) certification. Curtiss-Wright, 446 U.S. at 12. See also Harper Sales Co. [v. Brown, Stagner, Richardson, Inc.], 742 So. 2d [190,] 192 [(Ala. 1999)](determining that trial court's Rule 54(b) certification was inappropriate because the 'later resolution of [the remaining] counterclaim could affect the amount of damages awarded'). The potential for a setoff affecting the breach-of- contract judgment in this case weighs against the Rule 54(b) certification."
On appeal, Daniel argues that there is no possibility of a setoff in
this case. Specifically, she asserts the following: "Here, [RI Three] and
Vintage West are not parties to the judgment, so they could not have a
setoff against a judgment entered against the Robersons." Daniel's brief
at 31. However, as noted, Daniel's argument ignores the circuit court's
clear indication that the Robersons have asserted at least a slander
counterclaim in their individual capacities that has not yet been
adjudicated. Thus, it appears that the possibility of a potential setoff
against Daniel's approximately $10 million judgment against the
Robersons does exist. Although this factor is not in and of itself
dispositive, it is not insignificant and, in this case, weighs against the
circuit court's Rule 54(b) certification. See Stephens, 84 So. 3d at 878.
Of course, in making this observation, we do not suggest how any
35 SC-2025-0040
counterclaim asserted by the Robersons should be disposed of by the
circuit court.
Conclusion
"We reiterate that '[t]his Court looks with some disfavor upon
certifications under Rule 54(b),' Schlarb [v. Lee], 955 So. 2d [418,] 419
[(Ala. 2006),] and that Rule 54(b) certifications should be entered only in
exceptional cases. Dzwonkowski [v. Sonitrol of Mobile, Inc.], 892 So. 2d
[354,] 363 [(Ala. 2004)]." Wright v. Harris, 280 So. 3d 1040, 1047 (Ala.
2019). " ' " ' " Appellate review in a piecemeal fashion is not favored." ' " ' "
Schlarb v. Lee, 955 So. 2d 418, 419 (Ala. 2006)(citations omitted).
In this case, we express no opinion regarding the merits of Daniel's
fraud claims against the Robersons in their individual capacities that
have been adjudicated by the circuit court, nor do we express any opinion
regarding the merits of any unadjudicated claims, unadjudicated
counterclaims, or unadjudicated third-party claims. We likewise express
no opinion regarding any substantive issue related to the bankruptcy
proceedings involving RI Three and Vintage West, whether it was error
for the circuit court to conduct a jury trial on fewer than all claims
asserted in this action, whether any counterclaims were compulsory or
36 SC-2025-0040
permissive, or whether the circuit court's first trial should have any effect
on any subsequent trial.
As a threshold matter in this appeal, we must be concerned with
only whether the circuit court exceeded its discretion in certifying its
October 15, 2024, order as final under Rule 54(b). Regarding that
inquiry, it remains true that, whatever the respective reason for each,
unadjudicated claims, unadjudicated counterclaims, and unadjudicated
third-party claims remain pending in the circuit court. From the
arguments set forth in the parties' appellate briefs, it appears undisputed
that at least some of the unadjudicated claims involve at least some of
the same issues presented by the claims that have been adjudicated by
the circuit court. Consequently, this Court's piecemeal consideration of
this action would likely require us to consider the same facts again over
the course of multiple appeals. It also appears that the possibility of a
setoff against the approximately $10 million judgment entered against
the Robersons in their individual capacities may exist.
We note that, in an effort to offer guidance to the parties and to the
circuit court, this Court's opinion has endeavored to comprehensively
address all the unadjudicated claims, unadjudicated counterclaims, and
37 SC-2025-0040
unadjudicated third-party claims that appear to still be pending in the
circuit court based on the voluminous materials before us. However, to
the extent that any claims, counterclaims, or third-party claims remain
pending in the circuit court that we have not squarely addressed in this
opinion, we emphasize that the Rule 54(b) certification considerations
cited herein should be examined with respect to all claims asserted
against all parties to an action before such a certification is made.
Finally, as explained above, we also recognize that a certification of
finality pursuant to Rule 54(b) may sometimes be a useful and
appropriate tool for a trial court presented with a situation in which a
defendant has commenced a bankruptcy proceeding during the pendency
of an action but claims against solvent codefendants can still be
adjudicated. However, even assuming, without deciding, that this case
presented such a scenario to the circuit court, our weighing of the
Rosenberg factors in this case leads us to the conclusion that the circuit
court exceeded its discretion in certifying its October 15, 2024, order as a
final judgment pursuant to Rule 54(b) under the circumstances presented
here. Accordingly, we conclude that the circuit court's Rule 54(b)
38 SC-2025-0040
certification was invalid, and, therefore, this appeal is from a nonfinal
judgment. Consequently, we dismiss the appeal.
APPEAL DISMISSED.
Stewart, C.J., and Shaw, Wise, Sellers, Mendheim, Cook, and
McCool, JJ., concur.