Tennessee Business Law Questions & Answers

Q: Hi. Is cooperative (such as a worker-cooperative) an option as a business entity in Tennessee?

1 Answer | Asked in Business Formation and Business Law for Tennessee on
Answered on Aug 14, 2017

This is not a recognized form of business. Consider a member managed Limited liability company (LLC).
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Q: In TN can a employer fire a employee for not signing a dock pay agreement

1 Answer | Asked in Business Law, Contracts and Employment Law for Tennessee on
Answered on Aug 5, 2017

In the absence of an employment contract or union agreement an employer in Tennessee can terminate for any reason. If there is a contract there may be a description of a disciplinary process or other terms of employment - for example a step discipline process. In the absence of an agreement, if the termination is without cause the employee may be entitled to unemployment benefits.
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Q: Can a contractor change a verbally agreed upon hourly payrate after I have completed the work?

1 Answer | Asked in Contracts, Employment Law, Business Law and Construction Law for Tennessee on
Answered on Jul 12, 2017

Any licensed contractor is subject to discipline from the State licensing board. The board has a process for hearing consumer disputes. I suggest you contact them. The legal principles fro determining whether a worker is an employee or independent contractor are the same- the key factor being the ability to control the details of the work.
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Q: If a person commits the crime of "hindering a secured creditor" but the value is greater than $999.

1 Answer | Asked in Business Law, Contracts, Securities Law and Criminal Law for Tennessee on
Answered on Jul 11, 2017

Sorry, but your question is unclear- hindering a secured creditor is a class "E" felony. Some theft offenses are graded according to the value - in some situations under $500 or $1,000 could be a misdemeanor. However, this code section says its a felony. If you have not already done so, report the offense to the police and help the District attorney prosecute the offender. Consider speaking to an attorney to give you advice on possible civil remedies.
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Q: what are the laws regarding dissolved LLC's who enter into contracts representing themselves as registered and active

2 Answers | Asked in Contracts and Business Law for Tennessee on
Answered on Jul 6, 2017

If an entity is administratively dissolved, it can pay the appropriate fees and be reinstated. This shouldn't impact a claim against the entity. A person may also have a direct right of action against the person that signed the agreement.
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Q: I traded my BMW for an infinity but have not given them the title. Can I trade back?

1 Answer | Asked in Business Law and Consumer Law for Tennessee on
Answered on Jun 6, 2017

You need to talk to a Tennessee lawyer (assuming that is where the car was traded) whose practice includes consumer law IMMEDIATELY. Many states have a three-day right of rescission and consumer protection acts that may apply to your transaction. If you can't find a lawyer using the Justia categories, try searching on Avvo.com or Lawyers.com for a Consumer Protection lawyer licensed in your state.
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Q: Question regarding forming LLC and passive investment while being on H1b

1 Answer | Asked in Business Law and Immigration Law for Tennessee on
Answered on May 22, 2017

There is a gray area between working which would cause your visas to automatically terminate, and passively managing investments. If you have a manager and you and your partners are directing him and overseeing the business - it may be okay. However, if you guys are behind a cash register 24/7, then you'd be deemed as working illegally.
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Q: Can a business in Tennessee that has no postings against legal carry of firearms ask you to leave the property

1 Answer | Asked in Civil Litigation, Business Law and Civil Rights for Tennessee on
Answered on May 15, 2017

Yes- if its private property, the owner of the business property can always ask that someone leave- just as any homeowner has the right to ask guests to leave whenever they no longer want guests.
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Q: How to determine if you have entered into a enforceable contract?

1 Answer | Asked in Business Law and Consumer Law for Tennessee on
Answered on Apr 17, 2017

No, you say no documents are signed. any contract for the sale of goods over $500 must be in writing. You have probably lost the $100 since its just a "swearing contest" between the couple and the dealer about what was intended.
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Q: Without me knowing my father talk with shop bout fixing a peterbilt I never ok for nothing who is responsible

1 Answer | Asked in Criminal Law, Business Law and Small Claims for Tennessee on
Answered on Apr 13, 2017

Your claim is against your father. He authorized the work, so he should pay for it. He had apparently authority to act, so I don't think there is any fault on the part of the repair shop. They did the work as instructed, and are therefore entitled to retain possession of the vehicle until they are paid. if your father acted without your permission, he caused the situation and should be required to pay. The legal term is "conversion"- he converted or exercised control over something without your...
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Q: If a nonprofit restated and amended their bylaws does that nullify any previous bylaws and amendments?

1 Answer | Asked in Business Law for Tennessee on
Answered on Mar 24, 2017

As of the date of the approval of the new by-laws, the operations of the Non-Profit are only governed by the new by-laws. Actions taken under the prior by-laws are still valid or invalid as the case may be. However, going forward the new by-laws and the articles of the Non-Profit govern the operations of the Non-Profit.
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Q: we have a auto repair shop a mechanic left his tools owing us money how long do i have be for i can sell them

1 Answer | Asked in Business Law and Employment Law for Tennessee on
Answered on Mar 7, 2017

Bad news- you can't sell them, YOU DON"T OWN THEM. If you have something in writing signed by him that he was giving you the tools in payment of his debt, or that he was letting you hold the tools as security for his debt, then that's another story. However, based on just what you said in your question, you do not have the right to dispose of someone's else's property. If you do, you could be liable to him for the value of the tools. However, if you have his address, or any way to contact him,...
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Q: can abc,llc sign a contract as "abc,llc" without using authorized individual name and title of individual signing?

1 Answer | Asked in Contracts, Real Estate Law and Business Law for Tennessee on
Answered on Feb 15, 2017

No. Any legal entity ( LLC, corporation or partnership) has an individual human being who signs as the representative of the entity. Example: Company name "by" individual signature, job title.
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Q: is a purchase and sale agreement valid if signed by the llc with no individual signature

1 Answer | Asked in Business Law and Contracts for Tennessee on
Answered on Feb 13, 2017

A limited liability company has a chief manger or a designated agent to sign on behalf of the company. They sign in a representative capacity, not as an individual. However, the contact needs a signature from someone acting for the company.
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Q: can an entity sign on behalf of itself

1 Answer | Asked in Contracts, Real Estate Law and Business Law for Tennessee on
Answered on Feb 12, 2017

A legal entity can only act through an authorized officer, agent, manager, member, or representative as authorized by the forming documents and Bylaws, Operating Agreement, Resolution or what-have-you. So for an entity to execute a document requires a signature line or block that identifies the entity, has a line for a person's signature, and indicates in what capacity hey are signing (President, Manager, etc.). In real estate transactions, lawyers for the other side will insist on certificates...
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Q: office manager advertised that we were covered by ins. plans only to find out we aren't; she left, not covered and $ los

1 Answer | Asked in Business Law and Employment Law for Tennessee on
Answered on Jan 24, 2017

You should consider filing suit against this person for fraud and/or outrageous conduct. Perhaps you could recover some of the losses you have sustained. However, litigation is expensive, and time consuming. It could also be that all your remaining resources should be devoted to fixing/correcting the issues you have described.

This is a difficult business decision, many lawyers offer a free initial consultation. Talk to more than one and other trusted friends before you decide. Do not...
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Q: power co wants to charge $2200 to turn on power for a new business that is in the same place as one that didn't pay bils

1 Answer | Asked in Business Law, Civil Litigation and Energy, Oil and Gas for Tennessee on
Answered on Jan 23, 2017

Most likely, yes. Most local utility companies are regulated- their rates are limited by a separate agency to prevent "gouging" the consumer. But at the same time, they are allowed to demand deposits to secure payment. In other words, they can't make huge profits, but they can't lose money either. If you want the service, you will probably have to pay the deposit to get it, but then appeal the amount of the deposit to the board/agency that sets the rates.
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Q: I was commissioned to do photos and now the client is refusing to pay. Can this be considered theft of services?

2 Answers | Asked in Business Law, Civil Litigation and Small Claims for Tennessee on
Answered on Dec 11, 2016

Usually filing a civil complaint for breach of contract is the proper remedy to your issue.
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Q: Where can I find case law regarding the role of the Board of Directors under the Sarbanes Oxley Act?

2 Answers | Asked in Business Formation, Business Law and Securities Law for Tennessee on
Answered on Nov 30, 2016

Google Scholar is a good free resource. You could also go to a library at a local law school like UT, Belmont, or Vandy depending on where you are located. Those are probably the best resources.
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Q: I have worked for a small business and in 3.5 years I have never been given a lunch break for any shift 6 hours or more.

1 Answer | Asked in Business Law and Employment Law for Tennessee on
Answered on Oct 13, 2016

There are wage/hour regulations but many small businesses are exempt. I suggest your try to contact the Tennessee department of labor- ( try TN.gov). You are right to be fearful for your job, because if you don't have a written contract of employment, they can let you go at anytime and it might be hard to prove that their reason for firing you was complaint about excessive hours. As a result, maybe your should remain anonymous and just report the violations: maybe that will cause the State to...
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