Tennessee Business Legal Questions

It really just depends on what type of entity you would like your business to be. The types are as follows: Sole Proprietorship, Partnership, Corporation, S Corporation, and Limited Liability Company (LLC). There are different forms for different entities. You can find out more information by visiting the Tennessee Secretary of State's website.... Read More

It all comes down to likelihood of confusion.  Will the public confuse a Coco Puff Family Goat Farm with Cocoa Puffs Cereal?  Will the public give your Goat Farm business, thinking that they buying a product similar to Cocoa Puffs Cereal? The classic court case is Delta Airlines vs. Delta faucets.  The Judge ruled that there should be no confusion that someone would buy a Delta faucet thinking that they are buying an airline ticket on Delta Airlines.    ... Read More

That is how it works.  In most states (I don't know about Tennessee) your attorney would have a statutory lien on the proceeds of the lawsuit to cover his/her fees.  The money is generally sent to the attorney who would pay the amounts owed for fees and disbursements , with the approval of the clients, and then distribute the remainder.  If there is a dispute between the clients as to how hte funds should be distributed, the disputed money would generally be held in escrow by the attoreny until the dispute is resolved.... Read More

LLC and DBA really have nothing to do with each other.  The first is a structure of business operations by which the business is owned and operated by an entity, not you personally, and you own the entity.  Its principal advantage is that the individual owners of the llc are not generally personally responsible for the llc's obligations.  Because of this, many with whom the llc does business (i.e. landlurds, suppliers, etc.) may require guarantees from the individual owners before they will do busines with the llc.  The principal disadvantage is the extra taxation and costs of operation.  "DBA" simply means "doing busness as", and while it requires some registration and fees, does not affect the structure of the business.  An LLC can operate a business as a d/b/a.  For example, XYZ LLC. can operate a restaurant doing business as "Tony's House of Tacos."  Using a d/b/a has nothing to do with avoiding personal lliability, however.  If an individual operated a business under his/her own name or under a d/b/a, he/she would still be personally liable for the business's obligations. ... Read More

You are subject to the subject to the jurisdiction of any state with which you have sufficient contacts (also if you agree to it as part of your contract with the other party).  While doing business in a state is certainly relevant to the issue of whether that state has jurisdiction over you, not doing business there is not dispositive.  A contact with the state is given more weight if it relates to the claim against you than if it is unrelated.  For example, the fact that you ordered goods from a retailer in another state will probably confer jurisdiction over you in that state if the claim relates to that order, but not if the claim is unrelated. If a default judgment is entered against you in a foreign state, the plaintiff will seek to enforce that judgment by entering it in a state where you have assets.  Your only defense to that suit would be a claim that the foreign state did not have jurisdiction over you.  You will not be able to defend on the merits.  Thus, if a default judgment is entered against you for goods that the plaintiff claims you didn't pay for, you will not be able to raise a defense on the merits (e.g. that you did pay for the goods) when the plaintiff tries to enter the judgment in your state unless you can establish that the first state didn't have jurisdiction over you, either because you were not properly served or because you don't have sufficient contacts with that state so that it can exercise jurisdiction over you.... Read More

 Here is the Tennessee law on recording a materialmans lien: "In order to preserve the priority of the lien provided by this chapter as of the date of its attachment, as concerns subsequent purchasers or encumbrancers for a valuable consideration without notice of the lien, though not as concerns the owner, the lienor, who has not recorded the lienor's contract pursuant to § 66-11-111, is required to record in the office of the register of deeds of the county where the real property, or any part affected, lies, a sworn statement of the amount for, and a reasonably certain description of the real property on, which the lien is claimed. The recording party shall pay filing fees, and shall be provided a receipt for the filing fees, which amount shall be part of the lien amount. Recordation is required to be done no later than ninety (90) days after the date the improvement is complete or is abandoned, prior to which time the lien shall be effective as against the purchasers or encumbrancers without the recordation." § 66-11-112. Sworn statements; notice; abandonment.  ... Read More

There are many types of entities under state law and you should consider the best one for you based upon filing fee costs, taxes, insurance costs and ownership structure.  So, this means that an LLC may not be the best structure, an S Corp may be an alternative.  Even if you go with an LLC, there are currently 3 types under Tennessee law.  My office will go over all of these issues to make sure the best alternative is selected.   John R. LaBar.... Read More

I am familiar with contracts such as this and I have dealt with Aspen Dental before.  I also represent a number of Dentists and Dental Surgeons. As with all contracts, it with start with the terms contained within the "four corners" of the page and so, as you have indicated, a review of your contract woud be the first step.   John R. LaBar Henry, McCord, Bean, Miller, Gabriel & LaBar, P.L.L.C.   This emial is a general response to a question and is not intended to create an attorney client relationship.... Read More

In setting up an entity, there are many issues to consider such as taxes (TN and Federal), filing fees among the various types (LLC, S Corp, C Corp [less likely to be used]), type of ownership structure (even among entities, there are different types (e.g. 3 types of TN LLC's), insurance costs.  Our firm can help with all of these issues as part of entity formation.... Read More