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Posted by: Tanja Trezise on Jun 28, 2013

Court: TN Court of Appeals

Attorneys 1:

John J. Heflin, III and Kenneth P. Jones, Memphis, Tennessee, for the appellant, Stevan Himmelstein, M.D.

Attorneys 2:

Saul C. Belz and Michael David Tauer, Memphis, Tennessee, for the appellee, Joseph Weinstein, M.D.

Robertson Morrow Leatherman, Memphis, Tennessee, for the appellee, Whitney Slade, M.D.

Judge(s): FARMER

This appeal arises from a prolonged dispute among business associates which they have come to refer to as a “business divorce.” The parties in this matter, each doctors, formed a limited liability company for the purpose of acquiring property and constructing a medical office building on the property. In order to acquire the property from the current owner, the doctors executed an assumption and modification agreement whereby the LLC and the doctors each individually agreed to be jointly and severally liable to the current owner for its obligations on a promissory note. Subsequently, one of the doctors, the Appellee, withdrew membership from the LLC and executed an indemnity agreement with the remaining LLC members whereby the Appellee would be held harmless from any liability of the LLC, including the note. Thereafter, the LLC and its remaining members defaulted on the note, and the holder of the note filed a complaint against the Appellee, the LLC, and the individual LLC members, seeking to collect the balance due under the note. In order to avoid having a judgment entered against him, the Appellee purchased the note and pursued a claim against the LLC and its individual members for indemnification and breach of the note. Ultimately, the trial court granted the Appellee’s motion for summary judgment on his indemnification claim, awarded him attorney’s fees, costs, and prejudgment interest, and dismissed the Appellant’s cross-claims against the Appellee. After thoroughly reviewing the record, we affirm in part, reverse in part, vacate in part, and remand for further proceedings.