A small business just starting out needs a "strong three-legged stool to support it," columnist Jeff Cornwall writes. "The three legs should consist of a strong attorney, a CPA and a business banker." Cornwall explains why it's best not to do-it-yourself when it comes to these jobs.
Chris Sloan, an attorney with the Nashville office of Baker, Donelson, Bearman, Caldwell & Berkowitz, weighs in saying that the best way to avoid a nasty business breakup later is with an agreement that addresses issues like decision-making, dispute resolution, what happens if someone dies or wants to leave, and how and when to shut or sell the business. "With a good agreement, you accomplish two things," Sloan says. "First, you avoid a dispute down the road, and second, you have a chance to preserve the personal relationships."
Read the full story at the Tennessean's website: http://www.tennessean.com/article/20110509/BUSINESS/305090019/Startup-entrepreneurs-need-good-business-attorneys
Thursday, May 26, 2011
Thursday, May 19, 2011
Tennessee Adventure Tourism and Rural Development Act approved in Senate Finance Committee
The Senate Finance Committee has approved legislation to enact the Tennessee Adventure Tourism and Rural Development Act. The objective is to establish a plan for Tennessee to promote outdoor recreational opportunities in rural, high-employment areas of the state to create jobs. Senate Bill 1205 would direct the Department of Economic and Community Development and the Department of Conservation and Environment to perform a study and create a plan to promote adventure tourism and other recreational and economic development activities in rural areas.
Wednesday, May 18, 2011
Court Reviews Whether Plantiff's Case, Based on Respondeat Superior, is Barred
ANNE LAVOIE and JODEE LAVOIE v. FRANKLIN COUNTY PUBLISHING COMPANY, INC. (Tenn. Ct. App. May 18, 2011)
These consolidated actions are before this Court on a Tennessee Rule of Appellate Procedure 9 interlocutory appeal from the trial court's denial of summary judgment. We are asked to consider whether, as a matter of law, a plaintiff is barred from maintaining a suit against an employer under a sole theory of respondeat superior where the plaintiff settles her claim against the employee, executes a release of all claims as to the employee, but reserves her claim against the employer in a court order dismissing the employee with prejudice. We hold that the plaintiff's suit is barred. The judgment of the trial court is reversed, summary judgment is granted to the employer, and the case is dismissed.
Opinion available at:
http://www.tba2.org/tba_files/TCA/2011/lavoiea_051811.pdf
These consolidated actions are before this Court on a Tennessee Rule of Appellate Procedure 9 interlocutory appeal from the trial court's denial of summary judgment. We are asked to consider whether, as a matter of law, a plaintiff is barred from maintaining a suit against an employer under a sole theory of respondeat superior where the plaintiff settles her claim against the employee, executes a release of all claims as to the employee, but reserves her claim against the employer in a court order dismissing the employee with prejudice. We hold that the plaintiff's suit is barred. The judgment of the trial court is reversed, summary judgment is granted to the employer, and the case is dismissed.
Opinion available at:
http://www.tba2.org/tba_files/TCA/2011/lavoiea_051811.pdf
Tuesday, May 17, 2011
Court Reviews Liability of a Bar's Insurer for the Death of a Bar Patron
DONNA CLARK v. SPUTNIKS, LLC ET AL. (Tenn. Ct. App. May 26, 2011)
The trial court determined that the insurer of a bar was liable under its commercial general liability policy and liquor liability policy for the death of a bar patron. We have concluded that this occurrence is excluded under the assault and battery exclusion of the commercial general liability policy but is covered by the liquor liability policy.
Opinion available at:
http://www.tba2.org/tba_files/TCA/2011/clarkd_052611.pdf
The trial court determined that the insurer of a bar was liable under its commercial general liability policy and liquor liability policy for the death of a bar patron. We have concluded that this occurrence is excluded under the assault and battery exclusion of the commercial general liability policy but is covered by the liquor liability policy.
Opinion available at:
http://www.tba2.org/tba_files/TCA/2011/clarkd_052611.pdf
Sunday, May 15, 2011
Court Reviews Conflicting Transactions for the Assignment of Oil and Gas Leases
CNX GAS COMPANY, LLC v. MILLER PETROLEUM, INC., ET AL. (Tenn. Ct. App. May 11, 2011)
This appeal involves a business transaction for the assignment of oil and gas leases. The parties are sophisticated in the oil and gas industry and include CNX Gas Company, LLC ("CNX"), Miller Petroleum, Inc. ("Miller"), Atlas America, LLC ("Atlas"), and Wind City Oil & Gas, LLC ("Wind City").
CNX and Miller entered into a binding Letter of Intent ("LOI") for the assignment of oil and gas leases owned by Miller. Prior to signing the LOI, CNX knew that the leases were the subject of pending litigation between Miller and Wind City. The letter of intent outlined the details of the transaction and a closing date. On the closing date, Miller refused to close the transaction with CNX, claiming that it did not have possession of the leases. Approximately one week later, Miller entered into a similar deal for the assignment of those leases with Atlas. The transaction between Miller and Atlas was worth substantially more than the transaction with CNX.
Thereafter, CNX sued Miller for breach of contract; CNX also sued Atlas and Wind City for inducement to breach a contract. Miller and Atlas filed motions for summary judgment following discovery that involved depositions. After a hearing, the trial court granted summary judgment finding that the LOI permitted Miller to opt out of the closing. CNX appeals. After reviewing the record, we find the trial court erred in granting summary judgment. The LOI only provided CNX with the option to opt out of the transaction. Accordingly, we reverse.
Opinion available at:
http://www.tba2.org/tba_files/TCA/2011/cnx_051111.pdf
This appeal involves a business transaction for the assignment of oil and gas leases. The parties are sophisticated in the oil and gas industry and include CNX Gas Company, LLC ("CNX"), Miller Petroleum, Inc. ("Miller"), Atlas America, LLC ("Atlas"), and Wind City Oil & Gas, LLC ("Wind City").
CNX and Miller entered into a binding Letter of Intent ("LOI") for the assignment of oil and gas leases owned by Miller. Prior to signing the LOI, CNX knew that the leases were the subject of pending litigation between Miller and Wind City. The letter of intent outlined the details of the transaction and a closing date. On the closing date, Miller refused to close the transaction with CNX, claiming that it did not have possession of the leases. Approximately one week later, Miller entered into a similar deal for the assignment of those leases with Atlas. The transaction between Miller and Atlas was worth substantially more than the transaction with CNX.
Thereafter, CNX sued Miller for breach of contract; CNX also sued Atlas and Wind City for inducement to breach a contract. Miller and Atlas filed motions for summary judgment following discovery that involved depositions. After a hearing, the trial court granted summary judgment finding that the LOI permitted Miller to opt out of the closing. CNX appeals. After reviewing the record, we find the trial court erred in granting summary judgment. The LOI only provided CNX with the option to opt out of the transaction. Accordingly, we reverse.
Opinion available at:
http://www.tba2.org/tba_files/TCA/2011/cnx_051111.pdf
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