In early 2019, the Supreme Court of Tennessee issued an opinion that, without exaggeration, can be said to be one of the most important Tennessee cases, if not the most important Tennessee case, to contemporary commercial litigation lawyers on the subjects of contract interpretation and the parol evidence rule. The…
Under the Tennessee Uniform Trade Secrets Act (“TUTSA”), a party alleging a violation of that Act must first prove that the information at issue is a trade secret. To prove that information is a trade secret under TUTSA, a plaintiff must prove, among other things, that the information is not…
In Tennessee, it is not highly unusual for a buyer to discover, after buying a piece of property, that it contains less acreage than was represented in the deed. For example, a buyer’s deed might state the property contains 22 acres “more or less” or 22 acres “approximately” after giving…
What damages can a plaintiff recover under Tennessee law for construction defects? The answer is that a plaintiff can recover either the amount it will take to remedy or repair the defects or the difference in value between the structure had the work been done correctly and its value considering…
A member of a Tennessee Limited Liability Company (“LLC”) may, at some point, lose his or her membership interest, either voluntarily or involuntarily. An Operating Agreement of an LLC may have provisions which address the conditions under which a member’s interest may be terminated. If the LLC does not have…
Tennessee recognizes a breach of contract cause of action for the breach of a contract as to how, and to whom, assets will be distributed at the death of the promisor. Most often, these claims arise where spouses have made mutual wills, but where the last deceased spouse has breached…
In evaluating the potential for personal liability of members or managers of limited liability companies under Tennessee law, it is first helpful to determine into which of two broad categories the conduct at issue falls. The first category is conduct of a member or manager that has harmed members of…
Under well-established Tennessee law regarding the partition of jointly owned real estate, there is a presumption that the proceeds of the sale of the property should be divided equally between the co-tenants (co-owners). However, that is only a presumption and, quite often, the proceeds are not ultimately divided evenly because…
Under Tennessee law, when a defendant has affirmatively made an untrue statement of material fact, a plaintiff may well be able to recover for intentional misrepresentation (also called “fraud”) or for negligent misrepresentation. What if, instead of making an untrue statement of fact, the defendant failed to disclose an important…
When sales representatives, brokers, agencies, or other businesses are owed commissions, but are not paid, sometimes they have to retain an attorney to file a lawsuit to recover the unpaid commissions. Our firm, over the years, has represented many commissioned sales representatives in such lawsuits. Many times, not only have…