Jason Fell: How to Raise Money for Your Startup -- Now (Entrepreneur.com)

Jason Fell of Entrepreneur.com has some tips about how to raise money for your startup, including:

- Knowing the different types of investors;
- Making a list of prospective investors; and
- Setting a closing date for investors

Visit their blog for the full article.

Court reviews the value of a party's membership in an LLC

HERBAL INTEGRITY, LLC, ET AL. v. SCOTT HUNTLEY, JR., ET AL. (Tenn. Ct. App. January 12, 2012)

The parties agreed to submit the valuation of Defendants' membership in Plaintiff LLC to arbitration. Following arbitration, Defendants moved to vacate the arbitrator's award. The trial court denied the motion and entered final judgment in the matter. Defendants appeal. We affirm.

Opinion available at:
http://www.tba2.org/tba_files/TCA/2012/huntleys_011212.pdf

Court reviews whether a partnership or a lease relationship existed between two parties

DOUGLAS COFER v. DONNIE HARRIS AND MARCIA HARRIS (Tenn. Ct. App. January 12, 2012)

This case arises from a dispute over an alleged partnership. Douglas Cofer ("Cofer") filed suit in the Chancery Court for Bradley County ("the Trial Court") against Donnie Harris and Marcia Harris ("the Harrises", collectively). Cofer alleged that the Harrises were successors in a partnership established between Cofer and the Harrises' father, Homer Harris, regarding the development of a trailer park on Homer Harris's land.

After a trial, the Trial Court found that, rather than a partnership, a lease relationship existed between the parties. The Trial Court awarded the Harrises damages for unpaid rent. Cofer appeals, raising various issues. The Harrises raise one issue on appeal concerning the calculation of damages. We affirm the judgment of the Trial Court in all respects.

Opinion available at:
http://www.tba2.org/tba_files/TCA/2012/coferd_011212.pdf">http://www.tba2.org/tba_files/TCA/2012/coferd_011212.pdf

TN Supreme Court reviews whether an application for commercial credit contained language sufficient to bind the signer as an individual guarantor

84 LUMBER COMPANY v. R. BRYAN SMITH ET AL. (Tenn. December 12, 2011)

The president of a company signed a commercial credit application. The application contained language immediately above the signature line stating that the individual signing the contract personally guaranteed amounts owed to the vendor. The company defaulted on the balance of the account, and the vendor filed suit against both the company and the president.

The trial court granted summary judgment to the vendor, holding that the president had signed the contract both personally and in a representative capacity. The Court of Appeals reversed, holding that the president had signed the contract only in a representative capacity and granted summary judgment to the president. We hold that the application contained explicit language sufficient to bind the president as an individual guarantor of the contract. We reverse the Court of Appeals.

Opinion available at:
http://www.tba2.org/tba_files/TSC/2011/84lumber_121211.pdf

Center for Entrepreneurship at the Adams Law Firm

Please join our online Center for Entrepreneurship on Facebook. I post information and articles that are useful to entrepreneurs and small business owners.

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Court reviews whether a purchaser of real estate effectively exercised its right to terminate a contract.

CAMERON GENERAL CONTRACTORS, INC. v. KINGSTON PIKE, LLC (Tenn. Ct. App. December 21, 2011)

Cameron General Contractors, Inc., a Nebraska corporation ("Cameron"), sued Kingston Pike, LLC, a Georgia limited liability company ("Kingston Pike"), for breach of a contract concerning the sale of real property located in Knoxville, Tennessee. Prior to trial, Cameron elected to exercise its contractual right to terminate the contract, and the case proceeded to trial on the issue of damages.

After a bench trial, the Trial Court entered its order finding and holding, inter alia, that the contract did not limit Cameron to the return of its earnest money, and granting Cameron a judgment against Kingston Pike for damages in the amount of $872,418.22, plus attorney's fees of $137,656.56. Kingston Pike appeals to this Court.

We find and hold that the contract at issue clearly and unambiguously provides that once Cameron chose to terminate the contract, Cameron's sole remedy for Kingston Pike's breach was a return of Cameron's earnest money deposit. We, therefore, reverse the Trial Court's October 28, 2010 order.

Full opinion available at:
http://www.tba2.org/tba_files/TCA/2011/cameron_122111.pdf

Court reviews whether an LLC properly executed its security agreement with a bank in a case involving an action to recover collateral

REGIONS BANK v. BRIC CONSTRUCTORS, LLC, F/K/A BRIC CONTRACTORS, LLC, AND PATRICIA MCINTOSH (Tenn. Ct. App. December 14, 2011)

This is an action to collect a debt and to recover collateral. The defendant LLC obtained a line of credit from the plaintiff bank. The LLC borrowed against the line of credit to purchase certain property, and the property was pledged as collateral. Several months later, the line of credit was converted into a fixed amount loan over a longer term, and a new security agreement was executed pledging the same collateral. On the same day, the LLC obtained another line of credit secured by the LLC's accounts receivable. The next day, the LLC took an advance on the new line of credit. The LLC made monthly payments on both obligations for almost a year, and then it defaulted.

The plaintiff bank filed this lawsuit against the LLC and its principal to collect on the loans and to recover the collateral. The LLC contended that the principal of the LLC did not sign key documents, did not authorize advances, and did not authorize the pledge of the collateral. After a bench trial, the trial court held in favor of the bank based on, among other things, its finding that the principal of the LLC had ratified any allegedly unauthorized advances made under the lines of credit. The defendants now appeal. We reverse the finding of ratification as to one advance and remand for further findings; in all other respects, the decision of the trial court is affirmed.

Opinion available at:
http://www.tba2.org/tba_files/TCA/2011/regionsbank_121411.pdf

UPDATE (4/2012): The opinion filed in this case on December 13, 2011, is withdrawn. The court has refiled the opinion with changes on pages 32-34 under the subheading “Forged Signatures."

The corrected opinion is available at: https://www.tba.org/sites/default/files/regionsbank_CORR_033012.pdf

Court reviews an order compelling arbitration in a case involving a lease-purchase agreemente

DAVID WHITE v. EMPIRE EXPRESS, INC. AND EMPIRE TRANSPORTATION, INC. (Tenn. Ct. App. December 13, 2011)

The case involves a lease-purchase agreement. The plaintiff truck driver worked for the defendant hauling company. He entered into a lease-purchase agreement with the co-defendant leasing company, affiliated with the employer hauling company, to purchase the truck he drove in his employment. At the end of the lease, the leasing company refused to transfer title to the truck to the plaintiff. The plaintiff then filed this lawsuit against both defendant companies, alleging breach of contract, conversion, and violation of the Tennessee Consumer Protection Act. The defendants asserted the affirmative defenses of set-off and recoupment based on the plaintiff's employment agreement.

After a bench trial, the trial court held in favor of the plaintiff on all of his claims. However, based on an arbitration provision in the employment agreement, it granted the plaintiff's motion to dismiss and to compel arbitration of the defendants' affirmative defenses of set-off and recoupment. The defendants now appeal. In light of the trial court's order compelling arbitration, we dismiss the appeal and remand for entry of an order staying the proceedings pending the arbitration.

Opinion available at:
http://www.tba2.org/tba_files/TCA/2011/whited_121311.pdf

Court reviews a motion to enforce the terms of a settlement for breaching a partnership agreement

KIMBERLIE LOIS EDMONSON v. TERRY LYNN WILSON (Tenn. Ct. App. December 9, 2011)

In this case, Kimberlie Lois Edmonson ("Ms. Edmonson") filed suit against Terry Lynn Wilson ("Mr. Wilson") for breach of an alleged partnership agreement. Prior to trial, the parties reached an agreement. Following the announcement of the agreement in court by counsel, Ms. Edmonson refused to honor the agreement. Mr. Wilson filed a motion to enforce the agreement, and the trial court denied the motion. The case proceeded to a bench trial, and the court held in favor of Ms. Edmonson. Mr. Wilson appeals. We hold that the court should have enforced the settlement agreement and reverse the decision of the court.

Opinion available at:
http://www.tba2.org/tba_files/TCA/2011/edmonsonl_120911.pdf

On Cyber Monday, Feds Shut Down 150 Web Sites

Federal authorities on Monday announced the seizure of 150 domain names for Web sites that featured alleged knock-offs of authentic jerseys, handbags, sports equipment and other items.

The results of the undercover operation "In Our Sites" top last year's crackdown, when investigators shut down 82 web sites.

In most cases, the person or people operating the commercial sites do not challenge the domain name seizure in court, Lanny Breuer, the assistant attorney general for the Justice Department’s criminal division, told reporters.

Read the full story at the Legal Times Blog.

Josh Flory: Tennessee looks to boost startups

Groupon may be the hot Internet company du jour, but it didn't spring from a traditional startup bastion like Silicon Valley or Boston.

The group-discount firm that began offering shares to the public on Friday is headquartered in Chicago, and serves as proof that startup success can happen far from the coasts. On Thursday, Tennessee officials unveiled a plan that aims to smooth the path for entrepreneurs who are looking to cultivate a big idea in the Volunteer State.

Gov. Bill Haslam and Economic and Community Development Commissioner Bill Hagerty announced that nine "entrepreneurial accelerators" will be established throughout the state, including one that will be led by the University of Tennessee's Anderson Center for Entrepreneurship and Innovation.

Lynn Youngs, executive director of the Anderson Center, said the ultimate goal is business and job creation and that a big part of the accelerator's mission will be to make the region aware of resources that already exist.

He said any applicant who comes through the door will be evaluated and steered toward their best path for success. The accelerator's bread and butter, though, will be working with companies that have strong growth potential and are nearly ready to make a pitch to investors.

Youngs said accelerators are best matched to "fast-flip opportunities," and cited web-based applications as an example of the type of opportunity that can be accelerated into the marketplace. But he also cited the strong investment in scientific research that has been made in East Tennessee. "We're not going to ignore that by any stretch of the imagination," he said.

The nine regional accelerators will each receive a $250,000 grant comprised of state and federal dollars, with the expectation that a local match of at least that much will be provided. The Knoxville accelerator effort includes partners such as Oak Ridge National Laboratory, Tech 20/20, the Oak Ridge Economic Partnership and the Knoxville Chamber.

Read the full story at the Knoxville News-Sentinel:
http://www.knoxnews.com/news/2011/nov/04/tennessee-looks-to-boost-startups/

Court reviews a zoning board's denial of an application for a proposed shopping center

411 PARTNERSHIP, v. KNOX COUNTY, TENNESSEE, et al. (Tenn. Ct. App. November 16, 2011)

The Knox County Board of Zoning Appeals denied plaintiff's use on review application for a proposed shopping center. Plaintiff appealed the decision to the Circuit Court by way of a Writ of Certiorari. The Trial Court upheld the Board of Zoning Appeals' decision and plaintiff appealed to this Court. We reverse the decision of the Circuit Court on the grounds the record before the Board of Zoning Appeals does not contain substantial material evidence to uphold the Board's ruling. We reverse the Judgment of the Trial Court and remand.

Opinion available at:
http://www.tba2.org/tba_files/TCA/2011/411partnership_111611.pdf

Court reviews whether a distributor or a manufacturer bears the burden of paying the bottler's tax

DR. PEPPER PEPSI-COLA BOTTLING COMPANY OF DYERSBURG, LLC v. REAGAN FARR, COMMISSIONER OF TENNESSEE DEPARTMENT OF REVENUE (Tenn. Ct. App. November 16, 2011)

An in-state bottled soft drink manufacturer argues, pursuant to the bottler's tax statute, that the in-state distributor to which it sells may pay the bottler's tax on such sales and utilize its own franchise and excise tax credit. Absent this flexibility, the manufacturer contends, equal protection guarantees are offended. The trial court granted summary judgment to the Department of Revenue, finding that the manufacturer bore the tax burden and that it could not utilize the distributor's credit. We affirm.

Opinon available at:
http://www.tba2.org/tba_files/TCA/2011/drpepper_111611.pdf

Court reviews whether an ordinance regulating the parking of tractor-trailers is a zoning or property maintenance regulation

TOWN OF SMYRNA, TENNESSEE v. PERRY BELL (Tenn. Ct. App. November 1, 2011)

The Town of Smyrna annexed land in 1991 that included a retail furniture store. The owner of that business kept a number of tractor-trailers parked on his property to store some of his inventory. Several years after the annexation, the town cited the owner in an attempt to enforce a municipal ordinance regulating the parking of tractor-trailers on commercially zoned property. The municipal court ruled against the owner. He appealed to the Circuit Court, which held that the ordinance in question was a zoning regulation and that the owner's use of the tractor- trailers was protected by the grandfathering provisions of Tenn. Code Ann. section 13-7-208(b)(1).

The town contends on appeal to this court that the ordinance is a property maintenance regulation rather than a zoning regulation and that the owner's use of the tractor-trailers is therefore not entitled to the protection of the grandfather clause. We agree, and we reverse the Circuit Court because the proof does not indicate that compliance with the ordinance would substantially interfere with the store owner's use of the property as a retail furniture business. Thus, it cannot be considered a zoning ordinance as applied to him under the standard established by our Supreme Court in Cherokee Country Club v. City of Knoxville, 152 S.W.2d 466 (Tenn. 2004).

Opinion available at:
http://www.tba2.org/tba_files/TCA/2011/townofsmyrna_110111.pdf

Court reviews whether a quasi-contract existed between a website developer and an LLC

ICG LINK, INC. v. PHILIP STEEN ET AL. v. TN SPORTS, LLC v. ICG LINK, INC. (Tenn. Ct. App. November 1, 2011)

This is a dispute concerning payment for website development services. The plaintiff, a website development company, filed suit against the defendants, an LLC and its managing member in his individual capacity, alleging breach of contract and unjust enrichment.

The trial court found there was no express contract between the parties due to a lack of mutual assent. The court found there was a quasi-contract and that plaintiff was entitled to the reasonable value of its services, minus the costs incurred by defendants in attempting to repair the defects in the website. Last, the court held the individual defendant personally liable for the judgment.

We affirm the finding of a quasi-contract and the personal liability of the individual defendant; however, we modify the trial court's monetary award, finding the plaintiff is entitled to recover a judgment of $13,952.88. The court's holding is affirmed in all other respects.

Opinion available at:
http://www.tba2.org/tba_files/TCA/2011/icglink_110111.pdf