Tennessee Business Legal Questions

The duplicate of this question was responded to yesterday. With regard to the issue of whether you may withhold payments due to this disloyal servant, the answer is probably "yes," although you will wish to consult with your own attorney regarding whether doing so will needlessly muddy the waters in connection with a possible civil action against the rep.... Read More

It is both a criminal offense and a civil wrong for an employee to do this. The question for you is what outcome you want. If your interest is primarily in obtaining payment of the monies wrongfully taken from you, then you may wish to pursue this as a civil matter. If you don't really care about recovering the money, you can turn the matter over to the police. Only the government, not individuals, prosecutes crimes. You should discuss this choice with your own attorney.... Read More

The threshold question is likely whether you are a member at all and what membership interest you own. As a general matter, the holder of a majority of the membership interests can, in the absence of a written operating agreement, dissolve the entity and take other customary corporate actions unilaterally -- at least within limits. You will need to review the precise circumstances with an attorney who can assist you in looking through the emails and other relevant documentation.... Read More

 Jurisdictional issues with respect to the internet can be very complicated.  However, a basic principle seems to be that with respect to website, that the state where the site is run/operated/owner resides (especially if they are the same) will have jurisdiction of a party.  For example, most states (including Tennessee) have been grappling with sales tax collections from online sales.  This issue has usually been resolved in favor of the state when the retailer has a "bricks and mortar" presence in the state such that the state can exercise jurisdiction.  Applied to your matter, it is most likely the State has jurisdiction over you and your business and therefore can require you to comply with applicable licensing requirements.  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 kind of situation is problematic. As a general matter, you must look exclusively to your bank, not the recipient bank, to attempt to recover the money. However, if the funds are being held by the recipient bank and they are lawfully yours, you may have a shot at recovering them. The first step is to demand payment in writing. Send the demand letter by certified mail. If that doesn't work, see an attorney.... Read More

The answer to your question will be determined by the terms of your particular employment relationship. The first step would be to check the terms of any employment contract.  In the absence of an employment contract, your draw, to the extent it exceeds your normal salary would be an advance which would have to be repaid. 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

The school and whomever sprayed the chemical, likely, both had a duty to your son. It appears that they may have breached this duty, but each case is different, and needs to be examined individually. You should contact an attorney to discuss your case, and to determine if suit would be appropriate. 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

   First, off, if you have been a tenant on a month-to-month basis, then each month, you are essentially renewing for a new "monthly" term.  So, you would have a lease until the end of such monthly term.  At the end of such term, your landlord (whoever that would be) would be required to seek eviction and possession through proper process in court.  Also, a changeover to a "hotel" would generally mean a new "business license" and the collection of sales tax on renters.   I am doubtful they are following the proper procedures.  Finally, as to your deposit, being that you are in Davidson County, you would be covered by the Uniform Residential Landlord and Tenant Act which requires landlords to keep security deposit in separate bank accounts.  It also gives you certain delineated remedies as a tenant not present in other Tennessee counties which are not subject to the Act.  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

   From the question you have posted, there would most likely be several initial questions I would ask during an initial consultation.  First, the number of individuals involved will help us determine the relevancy of the Tennessee Securities Act of 1980, which puts restrictions on the number of individuals and the amount of money which can be raised without complying with the Act's registration requirements (for talking purposes these are usually 12 individuals and a $250,000).  Above these applicable amounts of raised capital and number of investors, most new ventures will seek federal registration (SEC registration/filing pursuant to the '33 Act) which brings up the issues of "accredited investors" and offering circulars, etc.  Dealing with federal securities issues can be very expensive. However, outside of the above issues, the question I normally have to first ask is:  "Who will be running the entity?"  "Will everyone benefit equally if the business is a home run?".  There is usually some investors who are simply expecting a fixed or minimum rate of return, while others wish to benefit off of "sweat equity".  The answer to these questions will help determine a plan of action for setting up an entity because under Tennessee law, you can separate the governance rights from the financial rights.  Several examples involve LLC's and Limited Partnerships as well as a corporation with separate classes of stock. 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

 The answer is generally "no", you cannot force your employer to give you a "layoff slip".  However, the answer to this question would depend initially upon your employment status.  If you are a full-time employee, such a reduction in your hours could be considered constructive discharge and allow you to collect unemployment benefits by claiming that your employer effective terminated you (in essence you would not return to if constructive discharge was applicable and therefore your employer would then issue your Separation Notice.  Also, you may be able to seek partial unemployment pursuant to TCA 50-7-302(c) due to underemployment.  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

Tennessee law does not require an employer to provide time off for appointments of this nature.  You may wish to consult your employer's handbook to determine what types of time off they may provide and if there may be any "floating" time off or other time you may use.  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 and the recipient.... Read More

This is a very complicating situation.  The answer to this question would normally involve the type of entity for the business (LLC, corporation, etc.).  Given the structure of the question, 3 people jointly in a business venture would be treated under Tennessee law as a general partnership and each person would be a general partner.  The ownership in the partnership is a separate issue from performing work for the partnership and being entitled to be paid.  Absent a partnership agreement, each general partner can make decisions about employment for the company and could decide the pay rate for an employee.  The problem is with the general partner setting his own pay rate as he does owe a fiduciary duty to his other partners.  The overall answer is that the 3 partners really need to consider incorporating and at the same time documenting the relationship among the parties as to decision making and governance.  For the current scenario, there is no clear answer in that if this matter went to court, a judge would most likely place some value on the work Principal #1 performed for the venture, but how much would be in the court's discretion (absent an agreement among the parties). 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 and the recipient.... Read More

The answer is most likely, yes, your personal assets may be at risk.  WIth respect to your husband's business, because he is not incorporated into an entity, he is deemed to be operating a sole proprietorship.  In this form of operation, his personal assets may be required to stand for the debts of the company.  As to your assets, IRA's are protected from the claims of creditors by Federal Law (until you start receiving distributions, in which case the distributions can be garnished or executed upon). The problem in your matter is that most lawyers would make an argument that the business being run by your husband is actually a partnership between you and your husband and would attempt to name you in the lawsuit (especially is you have assets). Incorporation of your husband's business would provide a good bit of protection (except for certain areas, like any personal acts of your husband which would make him still liable [e.g. acts like an assault upon a customer, or an accident while driving]). 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

With regards to the tax implications for the donations received, it depends on the tax status of the "local clinic."  If the local clinic is tax-exempt then the donations to support it should be deemed tax-deductible.  Next, with regards to liability should an accident occur, both the local clinic, and the property owner may be liable. If you would like to incorporate and seek 501(c)(3) status you could shield the local clinic from liability.  However, the local clinic's insurance policy may cover any such liabilities, or you could enquire if there is an insurance policy available for single-use events.   For more information on this topic visit my website at www.alsobrooklaw.com 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

  Currently, both the Tennessee Business Corporation Act and the Non-Profit Corporation Act do not authorize email voting.  These acts currently require: "Unless the charter or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting." From this wording, the use of email to vote without the ability to hear and participate in a meeting would not be in line with the requirements of Tennessee law. John  This response is not legal advice on your specific situation.  A response to your general question shall not create an attorney-client relationship.   You should retain an attorney to determine your rights in this particular situation.... Read More

You have a very complicated matter.  Tennessee is an at-will employment state.  In light of this, Tennessee Courts are very skeptical against Non-Competition Agreements because if an employer can terminate you for almost any reason, then as an opposing force, an employee should be able find work.  However, in your case it is not whether or not there is an agreement, but the operation of its terms To the extent the agreement provides for a prohibition against competition due to termination or if you quit, the parties did agree that you would not compete.  Yet implicit in your obligation not to compete is the employer's obligation to pay you for your services rendered.  Therefore, there is the possibility that you could be free of your noncompete.  Still, such a determination will rely on the exact terms of the agreement and the reasons for termination. This is a general answer to a hypothetical scenario and is not intended nor does it create the attorney-client relationship.  You should contact an attorney to go over your specific fact scenario and what rights you may have.  ... Read More

It depends upon what the corporate bylaws state.  If the bylaws give you the first right of refusal to purchase your partner's shares, then you may have the right to purchase the shares before the person you do not want to purchase the shares obtains an ownership interest in your business.  However, barring a first right of refusal or similar language, you cannot prevent your current partners ability to transfer his ownership interest to whomever he/she sees fit.   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