Thursday, June 30, 2011

Court Reviews Whether the Tennessee-Based Income of a Delaware Limited Partnership are subject to Taxation in Tennessee

H.J. HEINZ COMPANY, L.P. v. LOREN L. CHUMLEY, COMMISSIONER OF REVENUE, STATE OF TENNESSEE (Tenn. Ct. App. June 29, 1011)

Plaintiff/Appellant H.J. Heinz Company, LP, is a Delaware limited partnership that manufactures, sells and distributes food products. Plaintiff operates a facility in Nashville, Tennessee. The issue in this case is whether Plaintiff's income from its investment in HJH One, LLC, is subject to taxation, on an apportionment basis, in Tennessee.

The trial court determined that the earnings constituted business earnings as defined by the relevant statutes, and that the Department of Revenue's assessment of franchise and excise taxes on the earnings was constitutional. The trial court further determined that the apportionment formula used by the Department was correct. The trial court awarded summary judgment to the Commissioner, and Plaintiff appeals. We affirm.

Opinion may be found at:
http://www.tba2.org/tba_files/TCA/2011/hjheinz_062911.pdf

Wednesday, June 29, 2011

TN Supreme Court Reviews Whether Various Agreements for the Sale of a Corporation were Contrary to Public Policy and, Thus, Unenforceable

WENDELL P. BAUGH, III ET AL. v. HERMAN NOVAK ET AL. (Tenn. May 20, 2011)



This appeal raises the issue of whether a contract for the sale of an interest in a corporation and related indemnity agreements are unenforceable because they are contrary to public policy.

The sellers of the corporate interest filed suit against the purchasers in the Chancery Court for Williamson County seeking damages for the purchasers' alleged breach of their indemnity agreement. The purchasers counterclaimed asserting, among other things, that the sellers had fraudulently induced them to purchase the interest in the corporation.

Following a bench trial, the trial court awarded a $201,715.50 judgment to the sellers and dismissed the purchasers' counterclaim. On appeal, the Court of Appeals, on its own motion, invalidated the stock purchase agreement and the related indemnity agreements on the ground that they were contrary to the public policy reflected in Tenn. Code Ann. section 48-16-208 (2002). Baugh v. Novak, No. M2008-02438-COA-R3-CV, 2009 WL 2474714 (Tenn. Ct. App. Aug. 13, 2009).

We granted the sellers' Tenn. R. App. P. 11 application for permission to appeal and now find that the Court of Appeals erred by finding that the agreements at issue in this case were contrary to public policy. We have also determined that the evidence fully supports the trial court's decision to dismiss the purchasers' counterclaim for fraudulent inducement. 


Opinion available at:

http://www.tba2.org/tba_files/TSC/2011/baughw_052011.pdf

Court Reviews Whether Injunctive Relief was Proper in a Case Involving a Dispute Between an Employer and a Former Employee

OTTER'S CHICKEN TENDER, LLC v. JOEY COPPAGE (Tenn. Ct. App. June 28, 2011)

This appeal arises out of a breach of contract action between a restaurant and its former employee. On cross motions for summary judgment, the court resolved all issues between the parties except whether attorney fees should be awarded and whether a permanent injunction should be issued against the employee. The court subsequently dismissed both parties' claims for attorney fees and extended a temporary injunction previously entered.

Both parties appeal the denial of attorney fees; in addition, defendant asserts that the trial court erred in extending the temporary injunction. Finding that the court erred in determining that plaintiff was not the prevailing party, we reverse the court's denial of attorneys fees to plaintiff and remand for an award of fees for time spent pursuing injunctive relief; we affirm the court's action in extending the temporary injunction.

Opinion available at:
http://www.tba2.org/tba_files/TCA/2011/otters_062811.pdf

Saturday, June 25, 2011

Guy's bankruptcy 'handbook' shares secrets

Nashville lawyer Bobby Guy recently wrote and published a book entitled Distress to Success. The book is billed as a "handbook for business leaders trying to turn around their company, as well as for investors trolling the market for a good opportunity."

The Nashville Business Journal talks to Guy about the book. Check out the full story here:
http://www.bizjournals.com/nashville/print-edition/2011/06/24/nashville-bankruptcy-lawyer.html

Saturday, June 18, 2011

Court Reviews Whether Plaintiff is Entitled to Unpaid Wages and Reimbursement for the Cost of Educational Courses Taken During His Employment

WILLIAM BRIAN TAYLOR v. THE DEL-NAT TIRE CORPORATION (Tenn. Ct. App. June 13, 2011)



Plaintiff sued his former employer, claiming that he was entitled to unpaid overtime pay and reimbursement for the cost of educational courses he took while employed by the employer. Following a bench trial, the trial court awarded the plaintiff overtime pay, reimbursement for the courses, and attorney's fees. We reverse the decision of the circuit court and vacate the award.


Opinion available at:

http://www.tba2.org/tba_files/TCA/2011/taylorw_061311.pdf