All Content

Posted by: Tanja Trezise on Jan 27, 2015

Court: TN Court of Appeals

Attorneys 1:

Lorraine Wade, Nashville, Tennessee, for the appellant, Valerie Bridgeforth.

Attorneys 2:

Charles K. Grant and Bradley M. Bakker, Nashville, Tennessee, for the appellees, Dale Jones and Kingdom Creations, LLC, a Tennessee Limited Liability Company.

Judge(s): CLEMENT

This is an action by a prospective member of a start-up limited liability company for breach of contract, unjust enrichment, promissory estoppel, and breach of fiduciary duty and fair dealing against the company and its managing member. Plaintiff claims to have an enforceable agreement to acquire a five percent interest in the limited liability company in consideration for her intangible capital contributions, that being her sweat equity rendered during the formative phase of the company. Defendants deny all claims and insist that Plaintiff knew she would have to contribute $30,000 in cash as her capital contribution in exchange for the agreed upon membership interest in the company. The trial court summarily dismissed all claims upon the conclusion that Plaintiff could not prove a prima facie case for any of her claims as she could not show any contract or enforceable promise existed, that she was compensated as an employee, and that the remaining claims failed as a matter of law. We affirm the dismissal of the claims of promissory estoppel and breach of fiduciary duty; however, we have determined that material facts are disputed concerning the existence of a contract which precludes summary dismissal of the claims for breach of contract and unjust enrichment. Accordingly, the judgment of the trial court is affirmed in part and reversed in part.