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Tennessee Business Law Questions & Answers
1 Answer | Asked in Business Law, Civil Litigation and Consumer Law for Tennessee on
Q: Discover Bank issued a credit card to my Sole Proprietorship but did not require me to sign a Personal Guarantee.

Am I personally liable for credit issued to my Sole Proprietor Name and Tax Identity Number if the credit card did not ask for my name and SSAN? They did not have me sign a Personal Guarantee?

Anthony M. Avery
Anthony M. Avery answered on May 25, 2021

As a sole proprietor, you are personally liable for the business debts. You are the sole proprietor entity.

1 Answer | Asked in Real Estate Law and Business Law for Tennessee on
Q: Should the purchase of a commercial building be in the company's name or the owner's name for a single member LLC?

Building location: Elizabethton, TN

Building will be used for owner's business, a machine shop.

Anthony M. Avery
Anthony M. Avery answered on May 3, 2021

You will need to consult with an attorney and get this advice. Many, many considerations are involved here, and there may not be a perfect answer. The LLC operating agreement must be read, applied or changed; Who will be the insured?; Liability concerns; the Member's Estate Planning;... Read more »

1 Answer | Asked in Business Law, Copyright and Patents (Intellectual Property) for Tennessee on
Q: Have an e-commerce c2c idea. Is it possible to patent the “idea”? Think poshmark but for a niche not out there yet.
Peter D. Mlynek
Peter D. Mlynek answered on Apr 30, 2021

Sorry, but you cannot patent a mere idea. You need to have an actual invention.

Once you do have the invention (see your patent attorney what the difference between an invention and a mere idea is), then you need to figure out how you are going to make money on it. That is the hard part.

1 Answer | Asked in Criminal Law and Business Law for Tennessee on
Q: How many shares is authorized for a corporation in tennessee?
Anthony M. Avery
Anthony M. Avery answered on Feb 17, 2021

As many as the incorporators and/or directors want.

1 Answer | Asked in Business Law and Criminal Law for Tennessee on
Q: Should I file a police report to have charges pressed against my former business partners for fraud/theft?

In 2020, I joined a couple opening a business for a 25% share of the company. Since that decision I was working full time on the business putting in 80 hours a week average. My business partners told me their capital investment was through spending money on the business out of their personal... Read more »

Frank J. Steiner
Frank J. Steiner answered on Feb 3, 2021

Yes, but better to sue them for fraud and go for civil damages.

2 Answers | Asked in Contracts, Business Law, Civil Litigation and Civil Rights for Tennessee on
Q: I had a verbal contract to design a simple website for friend, didn't pay the other half for the service .

I had a verbal contract to design a simple website for someone i know. I asked the standard half up front and half when done. I started getting red flags almost halfway through the process, he didn't want a contact page for consumers etc. After that, i started recording all conversations and... Read more »

Michal Durakiewicz
Michal Durakiewicz answered on Nov 21, 2020

Based on what you have described, you may have a valid and enforceable contract. Whether or not it is a good idea for you to file a lawsuit to recover the unpaid amount depends on a number of factors. First, how much does he owe you? If you file a lawsuit in general sessions court you will be taxed... Read more »

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1 Answer | Asked in Business Formation and Business Law for Tennessee on
Q: What kind of license do I need to manufacture and sell cosmetics (NOT drugs) in Tennessee (Handcock county).

I have contacted every agency I can think of in Tennessee to find out if I need a license to manufacture lotions, soap and Bath Bombs in Tennessee. Everyone says they know if no requirement. If this is true, is there a county or city license I need?

Mr. James Charles Wright
Mr. James Charles Wright answered on Oct 30, 2020

You would need a business license for the city / county where you are dong business. Beyond this the soap products are regulated -

I am attaching below a link that may help you get some guidance....
Read more »

1 Answer | Asked in Business Law for Tennessee on
Q: Can I sue a business partner for expenses that were accrued on my personal credit card before the formation of the llc?

I formed a business with 4 other individuals. We have decided to dissolve the business. We have split the debt (accrued before and after the formation of the llc) equally. The charges were made on 2 partners personal credit cards. We all have made monthly payments on the card. I have informed... Read more »

Mr. James Charles Wright
Mr. James Charles Wright answered on Oct 12, 2020

You can file a suit- but in the suit they will be entitled to request copies of any proof of the debt- which may include the credit card statements.

1 Answer | Asked in Business Formation, Business Law and Contracts for Tennessee on
Q: How can an Architect w/ his own Firm (S-Corp, Prof. Corp.) in TN have a 50/50 financial partnership w/ a non-Architect?

Can he be a 50/50 shareholder?

Mr. James Charles Wright
Mr. James Charles Wright answered on Oct 12, 2020

Look at TCA 62-2-601 and 602 - This explanation is from the State's website: A corporation, partnership, or firm offering architectural, engineering, or landscape architectural services to the public may engage in the practice of architecture, engineering, or landscape architecture in... Read more »

1 Answer | Asked in Business Law, Civil Litigation, Contracts and Legal Malpractice for Tennessee on
Q: As a Notary, can you create legal documentations such as lease, living will, etc. as a service in a small business?

like sites such as Formswift, etc.

Mr. James Charles Wright
Mr. James Charles Wright answered on Oct 7, 2020

a Notary can notarize documents. A notary should not create legal documents.

1 Answer | Asked in Business Law, Products Liability and Public Benefits for Tennessee on
Q: Can you sell food in Tennessee past the use thru date printed on the package

Or if there are any loopholes that would allow litigation/investigation

Tim Akpinar
Tim Akpinar answered on Aug 21, 2020

A Tennessee attorney could answer best but your question remains open for five weeks. You might look into whether the Tennessee Department of Agriculture or U.S. Food and Drug Administration's Nashville office could offer you input. In terms of litigation, if someone became ill from spoiled... Read more »

1 Answer | Asked in Business Law for Tennessee on
Q: can a member who never signed operating agreement take control of the company

An investor never signed the op agreement it's been a year and a half his attorney wants to change the entire agreement and take control of my company in Tennessee

Mr. James Charles Wright
Mr. James Charles Wright answered on Aug 14, 2020

I can't tell if the member just never signed or has been objecting for a year and a half as to the contents of the agreement. Lot of details needed to be able to respond to this meaningfully. For instance does the "member" supposed to have a controlling interest- investment. How... Read more »

2 Answers | Asked in Business Law and Contracts for Tennessee on
Q: Are "evergreen" or automatic renewal clauses in contracts legal in Tennessee?

We are a marketing firm that has to have our clients re-sign a contract every year.

We'd like to implement an "evergreen" clause so that they continue their service unless they express to leave with a 90 day notice.

Is this legally binding in the state of Tennessee where we operate?

Thanks

Mr. James Charles Wright
Mr. James Charles Wright answered on Aug 5, 2020

I am not aware of a prohibition on clauses that auto renew in contracts. But haven't researched the issue either. I believe there is at least one state that does restrict(and there may be others) so you would need to be careful whether you are contracting with someone in a state that may... Read more »

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1 Answer | Asked in Business Law and Stockbroker Fraud for Tennessee on
Q: What is insider trading? And if I’m buying and selling stocks am I at risk if I buy and sell stocks based on what I see?

Example if I buy stocks in apple after a lawsuit or a product flop when stocks low and turn around and sell the stocks when they release a new product when stocks are high. Is that insider trading??

Mr. Kent Thomas Jones Esq.
Mr. Kent Thomas Jones Esq. answered on Aug 2, 2020

Based on your statement, it looks like you are asking if insider trading is buying or selling stocks based on what you, as a member of the general public sees, for example, on the news. That is not insider trading. Insider trading would be if you are an employee of Apple, for example, and you... Read more »

1 Answer | Asked in Business Law and Landlord - Tenant for Tennessee on
Q: Can a landlord not refund the sec. dep. if you haven’t signed a contract & they never told you that it’s not refundable?

No contract has been signed. The agency/property managers did not disclose that the security deposit would be non-refundable prior to paying the security deposit. As soon as the payment was made they stated it was not refundable.

Anthony M. Avery
Anthony M. Avery answered on Jul 14, 2020

Landlords refuse return of security deposits all the time. You usually have to sue in General Sessions if you really want it back. The oral statements are pretty much irrelevant as the monies are supposed to be for a security against leasehold damages.

1 Answer | Asked in Business Law for Tennessee on
Q: My mayor in Chatt, TN just mandated masks on everyone when in businesses with penalty of $50 or 30 days in jail! Advice?

Just wondering what I can do to combat this insane unlawful tyranny. Thanks for the webpage and help.

Mr. James Charles Wright
Mr. James Charles Wright answered on Jul 8, 2020

Can a government in a time of emergency - without declaring martial law order all citizens to wear a mask? I haven't seen a case on this. Emergency powers are pretty broad by statute. Is the statute constitutional? Or is the law overly broad? As to what you can do- you would need to hire... Read more »

1 Answer | Asked in Business Law, Civil Litigation and Consumer Law for Tennessee on
Q: Can an attorney cancel a hearing the morning of the hearing day? Also want make sure creditor remove off credit report.

A debt relief company has been taking money out of my account for last past year to pay My creditor monthly & at same time settle my case. If anything they hurt me more than helped. Months later I get a summon to court fr creditor filed L-suit of $8k up front or 4 months of $2k. That was bef... Read more »

Anthony M. Avery
Anthony M. Avery answered on May 18, 2020

You apparently have an attorney. Make him do his job, and do not expect this forum to interfere with your relationship. If you cannot get him on the phone, go to his office until you find him.

3 Answers | Asked in Business Law and Trademark for Tennessee on
Q: If I download a photo of actors and edit it to make it look like a sketch or art, can I use it commercially?

If I download a photo of actors or musicians or other public persons and edit it to make it look like a sketch or art, that makes it look significantly different, can I use it for commercial projects like T-Shirts or Mugs?

Barbara Berschler
Barbara Berschler answered on Apr 27, 2020

Given that most famous people have the Right to Publicity, meaning how they exploit their own fame, you will not be able to use their likeness without their permission. Best to consult with local business/intellectual property counsel to understand fully what the Right to Publicity entails.

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1 Answer | Asked in Banking, Business Law, Civil Litigation and Civil Rights for Tennessee on
Q: I am asking for the websites of how to get an attorney under the bar for the state, federal or just the bar.

An example would be: tnbar@attorneys.org;

Anthony M. Avery
Anthony M. Avery answered on Apr 20, 2020

I have no idea what you are asking for, but start calling around for a lawyer to help you. Most attorneys will either help you or refer to somebody else that can. You can look around for websites, but you really need to talk to one either on the phone or in person.

1 Answer | Asked in Business Law, Contracts and Tax Law for Tennessee on
Q: Can a corporation retrospectively cancel their promised 401k match contribution.

I am an employed physician of a large health system in NE TN. Because of financial losses they are having due to Covid-19, they have mandated a 20% pay cut for all physicians for a 60-day period. IN ADDITION, they are cancelling the 401k match for the entire 2020 FY (July 2019 to July 2020), which... Read more »

Bruce Alexander Minnick
Bruce Alexander Minnick answered on Apr 20, 2020

Before I answer this question please allow me to sit the stage: Your employer is struggling to stay on top of the waves during the worst economic downturn since the Great Depression--which started in October 1929 and lasted for most of the ensuing decade. IMO, you and all other employees should be... Read more »

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