WILSON SPORTING GOODS CO. v. U.S. GOLF & TENNIS CENTERS, INC., ET AL. (Tenn. Ct. App. February 24, 2012)
Wilson Sporting Goods Company brought suit in the Cumberland County General Sessions Court on an open account against U.S. Golf & Tennis Centers, Inc. (“the Company”) and its owners, Arthur H. Bell and Louise Bell (collectively “the Guarantors”). The account resulted from a large shipment of golf balls. After delivery, the Company questioned the price charged and refused and failed to make any payments.
In response to Wilson’s suit, the defendants filed a counterclaim in which they denied owing the amount sought and moved the court to modify or rescind the contract with Wilson. Following a bench trial, the general sessions court entered judgment in favor of Wilson. On appeal to the trial court, both sides sought summary judgment; both motions were denied. After a bench trial, the court entered judgment in favor of Wilson for $33,099.28. The defendants appeal. We affirm.
Opinion available at:
https://www.tba.org/sites/default/files/wilsonsporting_022412.pdf
Friday, February 24, 2012
Friday, February 10, 2012
America Invents: Looking at the New U.S. Patent Act
Sheri Qualters posted a list of the top ten things you should know about the new Patent Act on Law.com. Qualters discusses several aspects of the Act, including the first-to-file model, the PTO court, and changes to the prior use, best mode, and joinder rules.
Read the full article here: Top 10 Things You Should Know About the New Patent Law
The New York Times also posted an article about how the new Patent Act, which was enacted under the name the "America Invents Act," is affecting small businesses. This article also discusses the new-to-the-US First to File model, and it also discusses the Track One "fast track" process and how Postgrant Review works.
Read that article, posted by Eliene Zimmerman, here: Business Owners Adjusting to Overhaul of Patent System
Read the full article here: Top 10 Things You Should Know About the New Patent Law
The New York Times also posted an article about how the new Patent Act, which was enacted under the name the "America Invents Act," is affecting small businesses. This article also discusses the new-to-the-US First to File model, and it also discusses the Track One "fast track" process and how Postgrant Review works.
Read that article, posted by Eliene Zimmerman, here: Business Owners Adjusting to Overhaul of Patent System
Sunday, February 5, 2012
Court reviews whether the final payment in a Development Agreement was contingent upon satisfying certain requirements of a Partnership Agreement.
EAGLES LANDING DEVELOPMENT, LLC. v. EAGLES LANDING APARTMENTS, LP., ET AL. (Tenn. Ct. App. February 2, 2012)
This is a breach of contract case. Following a bench trial, the trial court awarded Appellee Developer the remaining balance due under a Development Agreement that was entered by and between Appellee and the Appellants, a partnership and its limited liability partners, for construction of an apartment complex. Appellants contend that Appellee was not entitled to final payment because the general partner, who is not a party to this appeal, had not funded the development fees that were contemplated under a Partnership Agreement, to which Appellee was not a party. Specifically, Appellants argue that the payment under the Development Agreement is contingent upon satisfaction of the funding requirements specified in the Partnership Agreement. We conclude that the conditions precedent under the Development Agreement were met, and that the Appellee was, therefore, entitled to its full fee under the Development Agreement. The trial court assessed judgment against the limited liability partners and the partnership. Under the Tennessee Revised Uniform Partnership Act, Appellants' status as limited partners protects them from liability for the debts of the partnership. Appellee contends that it is a third-party beneficiary under the Partnership Agreement and may, therefore, have judgment against the limited partners who were parties to that agreement. We conclude that the third-party beneficiary issue is waived and that the trial court erred in entering judgment against the limited partners. Affirmed in part, reversed in part, and remanded.
Opinion available at:
http://www.tba2.org/tba_files/TCA/2012/eagleslanding_020212.pdf
This is a breach of contract case. Following a bench trial, the trial court awarded Appellee Developer the remaining balance due under a Development Agreement that was entered by and between Appellee and the Appellants, a partnership and its limited liability partners, for construction of an apartment complex. Appellants contend that Appellee was not entitled to final payment because the general partner, who is not a party to this appeal, had not funded the development fees that were contemplated under a Partnership Agreement, to which Appellee was not a party. Specifically, Appellants argue that the payment under the Development Agreement is contingent upon satisfaction of the funding requirements specified in the Partnership Agreement. We conclude that the conditions precedent under the Development Agreement were met, and that the Appellee was, therefore, entitled to its full fee under the Development Agreement. The trial court assessed judgment against the limited liability partners and the partnership. Under the Tennessee Revised Uniform Partnership Act, Appellants' status as limited partners protects them from liability for the debts of the partnership. Appellee contends that it is a third-party beneficiary under the Partnership Agreement and may, therefore, have judgment against the limited partners who were parties to that agreement. We conclude that the third-party beneficiary issue is waived and that the trial court erred in entering judgment against the limited partners. Affirmed in part, reversed in part, and remanded.
Opinion available at:
http://www.tba2.org/tba_files/TCA/2012/eagleslanding_020212.pdf
Friday, February 3, 2012
Court reviews whether a landlord unreasonably withheld consent to assign a commercial lease
SHREE KRISHNA, LLC, D/B/A QUIZNO'S CLASSIC SUBS v. BROADMOOR INVESTMENT CORP. (Tenn. Ct. App. February 1, 2012)
This case involves the breach of a commercial lease. The plaintiff leased property from the defendant for a franchise restaurant. The lease granted the plaintiff options to renew for two additional lease periods. The parties' agreement with the franchisor provided that the lease and the options were assignable, and that the landlord's consent to the assignment could not be unreasonably withheld.
The plaintiff sought to assign the lease and the renewal options to a third party. The defendant landlord refused to consent to the assignment and attempted to negotiate a new lease with the prospective assignee on different terms. After the assignee withdrew its offer to purchase the plaintiff's franchise, the plaintiff agreed to sell it to the assignee for a reduced price. The plaintiff then filed this lawsuit against the defendant landlord for breach of contract, alleging that it unreasonably withheld consent to the original proposed assignment. After a bench trial, the trial court held in favor of the plaintiff. The defendant landlord now appeals. We affirm, finding that the evidence supports the trial court's conclusion that the defendant landlord unreasonably withheld consent in order to extract an economic concession or improve the landlord's economic position.
Opinion available at:
http://www.tba2.org/tba_files/TCA/2012/krishnas_020112.pdf
This case involves the breach of a commercial lease. The plaintiff leased property from the defendant for a franchise restaurant. The lease granted the plaintiff options to renew for two additional lease periods. The parties' agreement with the franchisor provided that the lease and the options were assignable, and that the landlord's consent to the assignment could not be unreasonably withheld.
The plaintiff sought to assign the lease and the renewal options to a third party. The defendant landlord refused to consent to the assignment and attempted to negotiate a new lease with the prospective assignee on different terms. After the assignee withdrew its offer to purchase the plaintiff's franchise, the plaintiff agreed to sell it to the assignee for a reduced price. The plaintiff then filed this lawsuit against the defendant landlord for breach of contract, alleging that it unreasonably withheld consent to the original proposed assignment. After a bench trial, the trial court held in favor of the plaintiff. The defendant landlord now appeals. We affirm, finding that the evidence supports the trial court's conclusion that the defendant landlord unreasonably withheld consent in order to extract an economic concession or improve the landlord's economic position.
Opinion available at:
http://www.tba2.org/tba_files/TCA/2012/krishnas_020112.pdf
Thursday, February 2, 2012
Court reviews whether the assessment of sales and use taxes against an out-of-state Plaintiff violated the Commerce Clause of the U.S. Constitution
SCHOLASTIC BOOK CLUBS, INC. v. REAGAN FARR, COMMISSIONER OF REVENUE, STATE OF TENNESSEE (Tenn. Ct. App. January 30, 2012)
The trial court determined that the Commissioner of Revenue's assessment of sales and use taxes against out-of-state Plaintiff for sales to customers in Tennessee was not permitted under the Commerce Clause of the United States Constitution, and entered judgment in favor of Plaintiff. The Commissioner of Revenue appeals. We reverse and remand.
Opinion available at:
http://www.tba2.org/tba_files/TCA/2012/scholastic_013012.pdf
The trial court determined that the Commissioner of Revenue's assessment of sales and use taxes against out-of-state Plaintiff for sales to customers in Tennessee was not permitted under the Commerce Clause of the United States Constitution, and entered judgment in favor of Plaintiff. The Commissioner of Revenue appeals. We reverse and remand.
Opinion available at:
http://www.tba2.org/tba_files/TCA/2012/scholastic_013012.pdf
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