Tennessee Business Legal Questions

Without knowing the exact nature of the business that you are referring to, I can only generalize that these are the factors that the courts look at in determining an independent contractor v. employee: the right to control the conduct of the work, the right of termination, the method of payment, the freedom to select and hire helpers, the furnishing of tools and equipment, the self-scheduling of working hours and the freedom to offer services to other entities. You indicate that you have agreement what outlines agents responsibilities for the term of contract. The primary question is to what degree is there control exercised over the agent by either your business or your client. You should consult  with an atttorney in your area or consult with the Tennessee Department of Labor for more specific opinions.  ... Read More

Yes, this is illegal and a violation of the labor law. Because I know that most employees don't want to go above their supervisors head because of their fear of losing their jobs, I would suggest that you might want to go above the supervisors head to the next level and file a complaint, anonymously  if possible. You can file a complaint with the Department of Labor and they will conduct an investigation without revealing the identity of the person who filed the complaint.... Read More

Normally, if a claim is turned over to an insurance company, the adjustor is going to contact you and deal with you. I have to wonder if he even has insurance let alone if he ever filed anything with his insurance company. I would suggest that you tell him that you want the name of the insurance company adjustor and phone number. If he gives it to you, then you deal with the adjustor and skip the body shop owner. If he doesn't give it to you, to me that means he either doesn't have insurance or hasn't filed any claim with the insurance company. If this is the case, the only way that you are going to get anything is to sue him for the value of the damage to the truck and the value of the lost items.... Read More

The answer I would say is that 100%, you will need to have some type of entity for your restaurant.  Whether this will be an LLC or a Corporation (generally a Subchapter S [Small Business corporation]), will be determined by analyzing the insurance issues, filing fees, and type of tax filings (depending on the ownership of the real estate, we may also be able to save you significant money on taxes) to make sure that you only spend what is necessary while having liability protection. Liability protection is important because you will have workers who could have injuries as well as customers who could have accidents (slip and falls, etc.) on the premises.  Insurance only covers certain instances and then only up to the insurance limits. Without an entity, you are a sole proprietorship (or a partnership is you are doing this with a spouse), and therefore all of your personal assets could be at risk in case of an instance of liability with respect to the restaurant. I ran a restaurant in both Chattanooga and Atlanta before lawschool and I know how much hardwork it can be, but also how rewarding it can be.  Good Luck. John R. LaBar This answer is for general informational purposes only and is not intended to constitute legal advice or a recommended course of action in any given situation. This answer is not intended to be, and should not be, relied upon by the recipient in making decisions of a legal nature with respect to the issues discussed herein. The recipient is encouraged to consult independent counsel before making any decisions or taking any action concerning the matters in this answer. This answer does not create an attorney-client relationship between the author (John R. LaBar)/Henry, McCord, Bean, Miller, Gabriel & LaBar, P.L.L.C. and the recipient.  ... Read More

This is the classic case of breach of contract.  Tennessee has a 6 year statute of limitations to file for breach of contract.  Because the amount is over $25,000 a lawsuit would have to be commenced in Circuit Court for the appropriate county (there are reasons that the case could have to be filed in Federal Court, but this would require more facts).  When I represent clients in matters like this, the first step is a review of the documents exchanged between the parties and then a demand letter outlining that a lawsuit is about to be filed.  This will usually get some response to clarify the intent of the Seller.  Unfortuantely matters like this are usually purely civll issues and not criminal matters where the District Attorney General would prosecute because for a criminal action there would need to be alot of factors generally evidencing an intent on the Seller to never have intended to have shipped the product.   This answer is for general informational purposes only and is not intended to constitute legal advice or a recommended course of action in any given situation. This answer is not intended to be, and should not be, relied upon by the recipient in making decisions of a legal nature with respect to the issues discussed herein. The recipient is encouraged to consult independent counsel before making any decisions or taking any action concerning the matters in this answer. This answer does not create an attorney-client relationship between the author (John R. LaBar)/Henry, McCord, Bean, Miller, Gabriel & LaBar, P.L.L.C. and the recipient.... Read More

Assuming you're talking about a partnership in the legal sense, rather than the more general sense, and you have no contrary provision in your partnership agreement, the partnership would be dissolved and your brother's share of its assets would be divided amongst his heirs.  If you're talking more generally about some other form of business structure in which the two of you were co-owners (sole proprietorship, llc, corporation, etc.), and, again, you had no contract dealing with this contingency, the organization would not be dissolved, but your brother's share of the business would, again, go to his heirs. I don't know the exact provisions of Tennessees intestacy law, but generally, the laws of intestacy (when a person dies without a will) provide that a decedent's assets are divided amongst his/her surviving spouse and children.  If there is no surviving spouse or children, surviving parents and/or siblings may inherit. ... Read More

Did your former employer tell the truth, or express his/her opinion?  If so, the former employer has not defamed you.  Do you have an agreement with your former employer to keep the details of your termination confidential?  Absent such an agreement, there is no legal bar to what your former employer did.... Read More

  There are several nuances to your question.  First, you business name should differ from your product.  You product name(s) will be the items you consider for trademark protection.  You will have an unregistered trademark pursuant to the Lanham Act when the goods/services are used in commerce.  You can then seek USPTO registration for these marks.  A common arrangement is that you will own the trademark individually and license it to your business.  In case something happens to the business, you can terminate the licensing agreement.  This can also allow an additional stream of revenue from the company.  You would want to incorporate your business (there are several types and each will have differing tax consequences and filing fees so there is not a one type fits all) in order to provide liability protection. John This answer is for general informational purposes only and is not intended to constitute legal advice or a recommended course of action in any given situation. This answer is not intended to be, and should not be, relied upon by the recipient in making decisions of a legal nature with respect to the issues discussed herein. The recipient is encouraged to consult independent counsel before making any decisions or taking any action concerning the matters in this answer. This answer does not create an attorney-client relationship between the author (John R. LaBar)/Henry, McCord, Bean, Miller, Gabriel & LaBar, P.L.L.C. and the recipient.... Read More

I'm sorry for your situation, but, unless you have a contract which says that you can't be fired except for the reasons set forth in it (for example, a contract or employee manual which states that employee will only be terminated for good cause) or that  you will be employed for a set term (like a 2 year employment contract) or you believe that you were laid off for a reason which is prohibited by statute (i.e. because of your gender, or race, whistleblowing, etc.), the employer can fire you or lay  you off at any time for any reason.... Read More

The answer to your question is that you may in fact have to change your name.  This issue depends upon the trademarks that each of you are using, when each was first used in commerce and whether or not either business has sought registration of such mark with the United States Patent and Trademark Office (USPTO).  There is also an issue of whether or not the names are so similar as to cause a likelihood of confusion.  The fact that the name is exactly the same and that you are in the same business means that there is more than likely a likelihood of confusion.  So, it then comes down to the priority as to your marks.  This would requires some investigation as to the relative priorities of each of your marks.  Also, the Federal statute for trademarks, the Lanham Act, does not require registration to establish rights in an unregistered trademark, but would require such registration for prosecution of an infringement action.  So, if the other party has consulted an attorney, they would advise them to immediately seek registration of their mark.  This would mean that you would now have a limited window object to their registration.  There may be other issues involved with this, but this should give you a little guidance. This answer is for general informational purposes only and is not intended to constitute legal advice or a recommended course of action in any given situation. This answer is not intended to be, and should not be, relied upon by the recipient in making decisions of a legal nature with respect to the issues discussed herein. The recipient is encouraged to consult independent counsel before making any decisions or taking any action concerning the matters in this answer. This answer does not create an attorney-client relationship between the author (John R. LaBar)/Henry, McCord, Bean, Miller, Gabriel & LaBar, P.L.L.C. and the recipient.... Read More

In most states (I don't know about Tennessee specifically), non-compete agreements (known as restrictive covenants) such as the one you describe are enforceable if they are necessary to protect the employer's legitimate interests and are reasonably limited in time and geographic scope.  What is "reasonable" will vary depending on such factors on how unique the employee's (or independent contractor's) services are, the nature of the business, whether the employee learned any of the employer's trade secrets, and a host of other factors.  If, for example, you were a counter clerk for Burger King, it is very doubtful that they can prohibit you from doing the same thing for any fast food restaurant within 30 miles, but if you were a specialized doctor who lhad earned about the office's confidential patient list and information, it is much more likely that the restrictive covenant will be enforced. ... Read More

There are many issues to consider when selecting a type of business entity in Tennessee.  The most common forms for ownership among a husband an wife are a for profit corporation (which will then make an S Corporation election by filing Form 2553 with the IRS) and the limited liability company.  Some concerns to consider are the type of business to be engaged in and the type of revenue stream to be received.  This may influence the type of accounting practices/deductions you will be able to receive.  Overall, both of these entities will have the same liability protection, but will have different filing fees with the State of Tennessee, with the LLC being significantly more expensive.  There are also several other issues to consider such as where the office will be located (at home or in a rented building) that may influence other arrangements to minimize taxes. This answer is for general informational purposes only and is not intended to constitute legal advice or a recommended course of action in any given situation. This answer is not intended to be, and should not be, relied upon by the recipient in making decisions of a legal nature with respect to the issues discussed herein. The recipient is encouraged to consult independent counsel before making any decisions or taking any action concerning the matters in this answer. This answer does not create an attorney-client relationship between the author (John R. LaBar)/Henry, McCord, Bean, Miller, Gabriel & LaBar, P.L.L.C. and the recipient.  ... Read More

Potentially, but there are numerous problems associated with this case.  I suggest you contact a local attorney to discuss the feasibility of this case. This is not intended to be legal advice, and is general in its nature. No attorney-client relationship exists or is formed by this information. Furthermore, this does not represent the views or opinions of LexisNexis or its affiliated companies.... Read More

The best law school in Tennessee is a subjective answer, as one person may view one school particularly high and someone else may have another opinion.  Each school has its strengths and weaknesses.  A strong LSAT score, and strong grades are two important aspects that admissions staffs look at for applicants. This is not intended to be legal advice, and is general in its nature. No attorney-client relationship exists or is formed by this information. Furthermore, this does not represent the views or opinions of LexisNexis or its affiliated companies.... Read More

As a general matter, you cannot charge a storage fee for property of another unless the other person has agreed to pay it, which is not the case here. You can consider sending them a letter stating that, unless they retrieve the vehicle by a specified outside date, you will deem it to be abandoned and will thereafter dispose of it.... Read More

These kinds of situations are extremely difficult. At this juncture, obviously the only party with whom you have dealt does not have control of the motor. Consider paying the machine shop yourself and then trying to collect the money from the repair shop. If need be, you can sue, but at least you'll have both your boat and the motor.... Read More

Yes, you can loan money to the LLC.  From the IRS standpoint, no third party would loan money for free, so this view requires that owners who loan money to an entity they own generate at least some interest (which the IRS then taxes).  The IRS has set that the Applicable Federal Rate under IRC Section 1274(d) is the rate that should be used (which varies monthly and is in around the 3% range currently).  As to ownership of the company, the loan do not control ownership.  This is controlled for an LLC by the amount of percentage interest (or Units, depending on how the documents are set up) owned by a party.  As to the rights of a member to expel another member (or other rights in general) this will first be controlled by statute, unless there is an Operating Agreement, which can vary State law on most areas.  I would recommend that you get a copy of all corporate documents and have an attorney to review to make sure that you understanding of your ownership and your rights to profits in the LLC match the current documents and structure. This answer is for general informational purposes only and is not intended to constitute legal advice or a recommended course of action in any given situation. This answer is not intended to be, and should not be, relied upon by the recipient in making decisions of a legal nature with respect to the issues discussed herein. The recipient is encouraged to consult independent counsel before making any decisions or taking any action concerning the matters in this answer. This answer does not create an attorney-client relationship between the author (John R. LaBar)/Henry, McCord, Bean, Miller, Gabriel & LaBar, P.L.L.C. and the recipient.... Read More