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Posted by: Amelia Ferrell Knisely on Mar 4, 2016

Court: TN Court of Appeals

Attorneys 1:

E. Todd Presnell, Ty E. Howard, and Joshua J. Phillips, Nashville, Tennessee, for the appellants, Southeast Resource Group, Inc. and Action Financial Company, LLC.

Attorneys 2:

James R. Kelley, Marc T. McNamee, and Stephen M. Montgomery, Nashville, Tennessee, for the appellee, John Hamer.

Judge(s): CLEMENT

Plaintiff, a member of a Limited Liability Company that sells insurance products to credit union members, filed this declaratory judgment action seeking a determination that the LLC?s operating agreement does not require him to make a “telemedicine counseling” business opportunity available to the LLC. The operating agreement requires members to “disclose and make available to [the LLC] each and every business opportunity that is within the scope and purpose of [the LLC] . . . .” However, “no such disclosure or offer shall be required with respect to business opportunities that are not within the scope and purpose of [the LLC].” The trial court granted Plaintiff summary judgment, finding that the undisputed facts demonstrated that the “scope” of the LLC?s business was selling insurance and that the telemedicine opportunity was not an insurance product. We have determined that the parties intended “scope” to have its ordinary meaning and that the undisputed facts show that the scope of the LLC?s business at the relevant time was the sale of insurance products and the telemedicine counseling business opportunity is not an insurance product. Consequently, we affirm.