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Coronavirus and Commercial Contracts

By Cole Dowsley, March 23 2020

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The coronavirus (COVID-19) pandemic has created an unprecedented amount of uncertainty in every business sector and industry around the world. Chances are that your business has contracts that have been or may be affected by the pandemic. Many questions from our clients concern whether the COVID-19 pandemic constitutes a force majeure event and excuses performance under a contract. What is force majeure? Force Majeure – An Act of God. Force majeure, French for greater force, describes any event that is unexpected by all parties, not caused by any party, and affects the relationship between them, limits the ability of either to perform a duty, or requires one to intrude on a privilege of the other. Bouvier Law Dictionary Tennessee courts have defined an “Act of God” as follows: Any misadventure or casualty is said to be caused by “Act of God” when it happens by the direct, immediate and exclusive […]

Tennessee Court Strikes Down Non-Compete Agreement

By Cole Dowsley, August 31 2015

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In a recent decision, Julian Hinson d/b/a Trivia Time v. Thom O’Rourke, the Tennessee Court of Appeals upheld a trial court’s determination that a post-employment non-compete agreement was unenforceable. Defendant Thom O’Rourke was an independent contractor for plaintiff Trivia Time, an entertainment business providing live trivia games at bars and restaurants in Nashville. Defendant worked for plaintiff for approximately two years. As part of his employment, defendant signed a noncompetition agreement, independent contractor agreement and confidentiality agreement. The noncompete agreement prohibited defendant from “directly or indirectly conducting activity that is competitive with any of the activities [defendant] conducted for Trivia Time” for a period of three years from the date of termination. Upon terminating his association with plaintiff, defendant opened a competing business and provided services to prior clients of plaintiff. Plaintiff sent a cease and desist letter to defendant; however, defendant refused to stop competing with plaintiff. Plaintiff then filed suit for breach of contract and violation […]

Enforceability of Physician Non-Compete Agreements

By Cole Dowsley, April 1 2015

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I have previously written about the enforceability of non-compete agreements with respect to health care professionals. Non-compete agreements for these professionals implicate certain public policy concerns absent in other industries. Non-compete agreements for physicians and other health care providers pose the unique issue of balancing the interests of patients against a physician’s ability to practice medicine. In a recent case, Amsurg New Port Richey FL, Inc. v. Vangara, No. 2D14-2117, 2015 WL 894322 (Fla. Dist. Ct. App., Mar. 4, 2015), a Florida appellate court examined Tennessee law with respect to the enforceability of a physician non-compete agreement. In this case, Dr. Vangara entered into a joint venture agreement with AmSurg to own and operate a ambulatory surgery center. As part of the agreement, Dr. Vangara agreed to not have any ownership or financial interest in any other ambulatory surgery center or competing business. The agreement was governed by Tennessee law. AmSurg later learned that Dr. Vangara began operating his own competing ambulatory […]

Tennessee Creates Business Court in Nashville

By Cole Dowsley, March 16 2015

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Tennessee joins a growing number of states that have developed specialized courts exclusively for business related disputes. Tennessee has created a new Business Court in Nashville for complex business litigation. The new Business Court was created by the Tennessee Supreme Court as pilot program “to meet the litigation needs of existing and future businesses” in Tennessee. A copy of the Order establishing the Business Court can be found here. Cases eligible for the Business Court must involve at least $50,000 in controversy, or seek injunctive or declaratory relief, and: relate to the internal affairs of businesses (i.e., corporations, limited liability companies, general partnerships, limited liability partnerships, sole proprietorships, professional associations, real estate investment trusts, and joint ventures), including the rights or obligations between or among shareholders, partners, and members, or the liability or indemnity of officers, directors, managers, trustees or partners; involve claims of breach of contract, fraud, misrepresentation, breach of fiduciary duty or […]

Tennessee Business Law Conference

By Cole Dowsley, March 13 2015

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I am honored to speak at the Tennessee Business Law Conference presented by the Tennessee Attorneys Memo and M. Lee Smith Publishers. I will be presenting a CLE on piercing the corporate veil in Tennessee. I have previously written about piercing the corporate veil in Tennessee, and I am excited to share my insight on this important subject. This is an all day conference focused on business law, which will include presentations on officer/director liability, business divorce, nonprofit corporations, business entity selection, LLC operating agreements, professional entities and ethics. The conference will take place on Friday, May 15, 2015, at the Nashville School of Law. For more information about the seminar or to register, click here.