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Tennessee Business Litigation Lawyers Blog

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The Non-Existence of Liability for Libel of Title for Filing a Lien Lis Pendens

In Tennessee real estate litigation, frequently, a plaintiff will obtain a liens lis pendens at the time the complaint initiating the action is filed.  Once recorded with the register of deeds in the county where the subject property is located, a lien lis pendens can effectively prevent the transfer of…

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First Material Breach by Seller Causes it to Lose Breach of Contract Case

I have written at least a couple of blogs about the first material breach rule and how it works (and doesn’t work) in Tennessee.  Nevertheless, here is another blog on that subject which discusses a very recent breach of contract case handed down by the Court of Appeals of Tennessee.…

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Recovering Attorneys’ Fees for the Misuse of a Power of Attorney

Tennessee courts have long followed the “American Rule” when it comes to deciding whether attorneys’ fees should be awarded to the prevailing party in a lawsuit. Under the American Rule, a prevailing party is entitled to an award of attorneys’ fees only under three circumstances. Those are: (1) Where the…

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Determining Whether Someone Is, or Is Not, an LLC Member Under Tennessee Law

In most cases, members of Tennessee limited liability companies will ensure, at the time of the formation of the LLC, that there is properly signed documentation which establishes which persons are members and their respective membership interest percentages. Most often, this is done in an operating agreement. It is not…

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Foreign Corporations and LLCs: Registering to do Business and Use of Tennessee Courts

A “foreign” corporation or “foreign” limited liability company (“LLC”) is one that is organized under the laws of a state other than Tennessee.  A foreign corporation or foreign LLC does not have to obtain a certificate of authority from the Tennessee Secretary of State (i.e., register to do business) to…

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Agreement to Agree on Price in the Future Makes Agreement Unenforceable

In a recent case, the Court of Appeals of Tennessee concluded that an option agreement for the purchase of 12 acres of land in the Wedgewood-Houston area of Nashville (“Property”) was nothing more than an unenforceable “agreement to agree” since the parties did not agree to a price for the…

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