Christopher Coelho v. Saul Wertzer, A25A0045

Saul Wertzer and Christopher Coelho are members of Rent Recovery Solutions, LLC (RRS), governed by an Amended & Restated Member Restriction Agreement.
The agreement allows members to sell their units but gives the LLC and other members a right of first refusal.
Coelho attempted to sell his units to a third party, conditioned on the simultaneous sale of another member’s (Peta’s) units.
Wertzer argued he could exercise his pro rata right to purchase some of Coelho’s units regardless of the additional condition regarding Peta’s units, and attempted to enforce that position.
Coelho refused, asserting that Wertzer must agree to all conditions in the notice, including the purchase of Peta’s units. Wertzer sued for specific performance; Coelho counterclaimed, seeking declaratory judgment and other relief.
The trial court ruled on Coelho’s declaratory judgment counterclaim, finding in favor of Wertzer, but left Wertzer’s original breach of contract claim unresolved.
Coelho appealed, but did not secure a certificate of immediate review as required for interlocutory (non-final) orders.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Wertzer could purchase a pro rata share of units despite conditions set by Coelho	Wertzer asserted the Restriction Agreement entitled him to a pro rata purchase, without additional conditions	Coelho claimed acceptance required agreement to all conditions, including the sale of Peta’s units	Trial court found for Wertzer; Coelho improperly imposed extra conditions
Whether the declaratory judgment counterclaim was final/appealable	Wertzer argued the trial court’s order was interlocutory and could not be directly appealed	Coelho claimed the court’s decision on his counterclaim was final and thus directly appealable	Appeal dismissed as interlocutory; no certificate was obtained
Whether a non-final order can be appealed without certificate	Not directly addressed	Claimed appeal was proper as a final judgment	Dismissed: order was not final; OCGA § 5-6-34(b) applies
Proper application of the right-of-first-refusal process	Wertzer argued the agreement allowed his partial purchase right	Coelho argued any purchase had to meet all his stated conditions	Right-of-first-refusal as in agreement is enforceable without new conditions

Bandy v. Elmo, 280 Ga. 221 (Ga. 2006) (court's duty to assess its jurisdiction and finality of judgments)
Gelfand v. Gelfand, 281 Ga. 40 (Ga. 2006) (appeal dismissed when not truly for declaratory judgment and relief remains to be decided)
CitiFinancial Svcs. v. Holland, 310 Ga. App. 480 (Ga. Ct. App. 2011) (final judgment defined for appealability)