Remembering a Great Tennessee Lawyer

He lived to be 100, and in his century-long life, he witnessed history and made history.

He was the quintessential Tennessean both in his family legacy and his personal volunteer spirit.

His family made its mark on Tennessee. Literally. His great-great grandfather, John Donelson, founded the City of Nashville. Another de-facto great-great grandfather, Andrew Jackson, was the founder of Memphis.

And Lewis Donelson III himself shaped the history of the state his forebears had founded and developed.

Lewis Donelson spent more than 75 of his 100 years practicing law after graduating number one in his class at Georgetown University Law School in 1941. Not only did he graduate number one in his class, he won the law school moot court competition. To this day, Lewie Donelson is the only Georgetown law student ever to accomplish both feats.

After working on the Civil Aeronautics Board in Washington during the early years of World War II, he returned to his hometown of Memphis where he ultimately built the largest and most powerful law firm in the state.

And then beginning in the 1950s, he did something even more remarkable. He began to change the political landscape of the State of Tennessee. He led a group of young lawyers from Memphis in bringing to the state something unprecedented in its history: a two-party political system.

During the first half of the 20th century, statewide elections in Tennessee had been controlled by one man, Edward H. Crump of Memphis, who was known as “Boss Crump.” Boss Crump was a Democrat, and from 1932 to 1948, his hand-picked slate of candidates won every Tennessee statewide election.

As a young lawyer, Lewis Donelson initially eschewed politics to focus on his law practice. But he had strong opinions about his hometown of Memphis and the fact that the city had no two-party system and was run by Boss Crump. There was no evidence that Crump was corrupt, and the city’s trains, or more accurately, its trolleys, ran on time. But in Lewie Donelson’s eyes, his hometown was a benevolent dictatorship.

One evening in late 1951, Donelson attended a cocktail party where he and his fellow guests became engaged in a discussion about one of his favorite topics, politics. Donelson sounded off on how the Democratic party had left the south. He decried how it was “almost impossible for a southerner to be considered for the presidency, and the Democrats gave the south a token vice presidential spot to salve wounds and preserve the one-party southern vote.”

On a roll, Lewie Donelson noted the impact of the one-party system on his hometown and his native state. All Memphis and state elections were decided in Democratic primaries, “often contested not over issues, but personalities.” The lack of competition, Donelson believed, “produced a lower quality candidate and office holder than we deserve.”

Donelson believed that “the continuance of a one-party system would doom the south to perpetual inferiority in the national picture.”

One of the guests at the party that evening was Allen Redd, a Memphis businessman. A few days after the party, Redd called Donelson and invited him to lunch. Hoping to gain Redd as a client, Donelson agreed. But when Donelson and Redd met, Redd wanted to talk politics, not business. “You ought to be a Republican,” Redd told a surprised Donelson. “I’m trying to organize some Memphians to revive the Republican Party in Shelby County to create a true two-party system.”

Lewie Donelson responded, “That’s a big move for me. I’m almost like Andrew Jackson’s great-great grandson, and it never occurred to me up until now that I might not be a Democrat.”
But Donelson promised to think it over, and he went home and discussed it with his wife, Jan.

Donelson and his wife agreed that it was the right thing to do, even if it made a negative impact on his growing law practice.

Lewie Donelson called Allen Redd and agreed to join him in an effort to create a modern Republican Party in Memphis and Tennessee.

Lewie Donelson then began to call his fellow lawyers, friends and clients, to advance the bold idea of joining him in becoming Republicans. While the suggestion alarmed some, it intrigued others.

It particularly intrigued some of his fellow lawyers, including Harry Wellford and John Thomason.

Donelson and his colleagues formed a group called “The New Guard Republicans.” The New Guard emerging in Memphis would not initially win the support of the old guard Republicans in East Tennessee. “They really didn’t like us,” recalled Donelson. “They were content to control the districts in East Tennessee, leaving the other seven Congressional seats, both Senate
positions, the Governor’s mansion and the legislature in the control of the Democrats.”

The New Guard Republicans of Memphis began to get some unlikely allies. Memphis Mayor Edmund Orgill, attorney Lucius Burch and Memphis Press Scimitar Editor Edward Meeman were all liberal Democrats. They had taken on Boss Crump as early as 1948, in support of the candidacy of Estes Kefauver for the United States Senate. Kefauver had been elected by winning the Democratic primary over Boss Crump’s candidate. It was the first political defeat Boss Crump ever suffered.

By the late 1950s, the New Guard Republicans were filling slates of candidates for the state legislature and local offices, and while they weren’t winning, they were getting a surprising number of votes.

And then in 1966, Lewie Donelson changed the direction of Tennessee political history when he helped to get his future law partner, Howard Baker, elected to the United States Senate. It was the first time in the history of the Volunteer State, that a Republican had been elected senator.

Four years later, Lewie Donelson stunned Tennessee political experts when he helped a Memphis dentist, Dr. Winfield Dunn, win an upset victory to be elected governor of Tennessee.

In the coming years, Lewie Donelson would be a mentor to a new generation of Tennessee lawyers who pursued public office including not only Howard Baker but Governor and ultimately Senator Lamar Alexander.

In all of these efforts, Donelson forged bipartisan coalitions. He was a born-again Republican, but he did not believe that only Republicans knew how to lead the state. In January of 1979, he joined with several prominent Democratic leaders of Tennessee in orchestrating the de-facto impeachment of Gov. Ray Blanton for selling pardons during the last few weeks of his administration. Donelson worked behind the scenes with Lt. Gov. John Wilder, House Speaker (and future Democratic governor) Ned Ray McWherter, and United States Attorney Hal Hardin, in pulling off the delicate legal task of pushing Blanton out of office and swearing in Lamar Alexander early so that the Blanton year-end pardon clearance sale could come to an end. This remarkable story about this bipartisan effort is recounted in Keel Hunt’s wonderful book, Coup.

Lewie Donelson served as finance commissioner of Tennessee under Gov. Alexander and served one term on the Memphis City Council. Otherwise, he never ran for political office himself, preferring to develop young lawyers and business entrepreneurs to lead the state.

He fought for causes he believed in, not only in political campaigns, but in the courtroom. After serving for nine years on the Tennessee Higher Education Commission, he represented some 75 school systems across the state in the so-called “small schools case” challenging Tennessee’s system of funding education. After a six-week-long trial, he obtained a ruling that every child in Tennessee is entitled to substantially equal access to school financing. After achieving that courtroom victory, he worked with the Tennessee State Board of Education and Democratic Governor McWherter in developing a new plan for financing education in the Volunteer State.

But the fight went on for years as the Court of Appeals reversed the victory he had won in Chancery Court, and the “small schools” case ended up before the Tennessee Supreme Court.

Because of the complexity of the issues involved, the Tennessee Supreme Court waived the usual time limits for arguments. Lewie Donelson was then vigorously questioned by the bench for over an hour. Justice Frank Drowota later recalled Donelson’s oral argument as the best he had ever heard during his years on the Supreme Court Bench.

Thanks to Donelson’s advocacy, the Supreme Court reversed the Court of Appeals, reinstated the ruling of the Chancery Court, and the Tennessee legislature was required to provide substantially equally educational funding to all students in Tennessee, wherever they lived.

Equally significant, annual state funding for K-12 education was increased by more than $1 billion.

And education was not this outstanding lawyer’s only cause. He served for years on the Board of St. Jude’s Children’s Research Hospital and was chair of the Board of the Regional Medical Center in Memphis.

He was an elder at his beloved Idelwild Presbyterian Church, and was a devoted family man. He adored his wife Jan, his son Lewie, his daughters Janice and Loring and his grandchildren. Every Christmas he took the time to write a personal note to each member of his family expressing his love and pride.

In 2012, he wrote his autobiography, appropriately titled Lewie. At a book-signing in Memphis he answered questions from a large audience of admirers. One of the questions was, “Why did you decide to become a Republican as a young man?”

Donelson smiled and responded, “Well, I didn’t do it for any ideological reasons. I did it because I thought we needed a two-party system in Tennessee. Voters needed to be given a choice.” He then paused, smiled again, and said, “But I’m a little bit concerned that maybe our efforts were too successful, as we Republicans in Tennessee are now so powerful that there may not be much of a two-party system around these days. Maybe I should go back to being a Democrat!”

It was vintage Lewie Donelson.

A warm, gracious bipartisan statement of the type of lawyer and leader he was.

Bill Haltom BILL HALTOM is a shareholder with the firm of Lewis Thomason. He is a past president of the Tennessee Bar Association and a past president of the Memphis Bar Association. Read his blog at

Read Mr. Donelson’s obituary in this issue.

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