11/17/2020
IN THE COURT OF APPEALS OF TENNESSEE
AT NASHVILLE
August 4, 2020 Session
CLARENCE HIGHT, ET AL. v. DONALD RYAN TRAMEL, ET AL.
Appeal from the Chancery Court for Davidson County
No. 17-101-I Patricia Head Moskal, Chancellor
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No. M2019-00845-COA-R3-CV
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This case involves an attempt by a former shareholder of a corporation to bring suit on
behalf of the corporation on the basis of a contractual assignment. The trial court granted
summary judgment to the defendants, concluding that there was no valid assignment of the
corporation’s rights and that any individual claims asserted by the former shareholder were
barred by the applicable statutes of limitations. The former shareholder appeals. We
affirm.
Tenn. R. App. P. 3 Appeal as of Right; Judgment of the Chancery Court Affirmed
and Remanded
CARMA DENNIS MCGEE, J., delivered the opinion of the court, in which J. STEVEN
STAFFORD, P.J., W.S., and KENNY W. ARMSTRONG, J., joined.
David R. Grimmett, Franklin, Tennessee, for the appellant, Clarence Hight, individually
and on behalf of Action Security Systems, Inc.
John O. Belcher, Nashville, Tennessee, for the appellee, A.C.E. Technologies, LLC, f/k/a
A.C.E.T. Newco., LLC, Successor By Merger to A.C.E. Alarms, Inc.
William J. Haynes, III, Nashville, Tennessee, for the appellee, Donald Ryan Tramel.
MEMORANDUM OPINION1
1
Rule 10 of the Rules of the Court of Appeals of Tennessee provides:
This Court, with the concurrence of all judges participating in the case, may affirm, reverse
or modify the actions of the trial court by memorandum opinion when a formal opinion
would have no precedential value. When a case is decided by memorandum opinion it shall
I. FACTS & PROCEDURAL HISTORY
Action Security Systems, Inc., is a corporation that installs security systems. It was
incorporated around 1994. The three original shareholders of Action Security were
Clarence Hight, his wife, and his daughter. Mr. Hight served as the president of the
company.
In 2014, Action Security filed a lawsuit against one of its former employees, Donald
Tramel, and one of its competitors, A.C.E. Alarms, Inc. Essentially, the complaint alleged
that Mr. Tramel left the employment of Action Security to work for A.C.E. Alarms and
committed acts in violation of his employment agreement. The complaint alleged that Mr.
Tramel and A.C.E. Alarms were soliciting customers and employees of Action Security.
The complaint alleged various causes of action based on these facts, including breach of
contract, tortious interference with employment relationships, and other related claims.
Unbeknownst to the defendants, Mr. Hight and his wife and daughter subsequently
sold their shares of Action Security to an individual named Eric Roberts while the case was
pending. The defendants learned of this fact during Mr. Hight’s deposition in 2016. The
following exchange occurred:
Q. Okay. Who is Eric Roberts?
A. He is a person that has purchased my company.
Q. Who is the current owner of Action?
A. Eric Roberts.
Q. When was that purchase completed?
A. September 12, 2014.
Q. Do you have any ongoing role with Action?
A. No.
Q. Okay. Are you Action’s appointee to handle this lawsuit?
A. Yes.
Q. Okay. Eric has approved you being the spokesperson for this lawsuit?
A. No, no. Eric has no knowledge of this lawsuit that I’m aware of. He
might.
Q. As we sit here today, who owns Action Security Systems, Inc.?
A. Eric Roberts.
Q. What is your role in Action Systems, Inc.?
A. At this point, nothing. I’m broke.
Q. What is your wife’s –
A. None.
be designated “MEMORANDUM OPINION,” shall not be published, and shall not be
cited or relied on for any reason in any unrelated case.
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Q. --ownership? What is your daughter’s ownership?
A. None.
Mr. Hight confirmed that the purchase and sale agreement between him and Mr. Roberts
did not address the litigation, nor did any other writing between them. When asked what
would happen if Action Security was awarded a judgment in the litigation, Mr. Hight
replied that he was “hoping it would go to me.” When asked what he expected to happen
if a judgment was entered against Action Security on the pending counterclaim, Mr. Hight
responded, “Be his problem then, wouldn’t it?”
On March 14, 2016, Mr. Hight and Mr. Roberts executed a “Settlement Agreement”
to resolve various “disputes” that had arisen since the sale of the company. At the outset,
the Settlement Agreement stated that it was “by and between Clarence Hight (hereinafter,
‘Hight’) and Eric Roberts (hereinafter, ‘Roberts’).” The Settlement Agreement required
Mr. Roberts to make certain payments to Mr. Hight for balances owed from the sale of
Action Security. It also required Mr. Roberts to make certain payments in connection with
the sale of a separate limited liability company. The Settlement Agreement contained
covenants not to sue and other miscellaneous provisions. Finally, the Settlement
Agreement contained the following provisions that are relevant to this appeal:
ACTION SECURITY VS. ACE ALARMS, DAVIDSON COUNTY
CHANCERY COURT
4. The parties hereto agree that any and all claims made by or against Action
Security Alarms, Inc. regarding the lawsuit filed in Davidson County
Chancery Court on or about May of 2014 were made on behalf of Action
Security Alarms, Inc. while Action Security Alarms, Inc. was owned and
controlled by Hight. All parties hereto agree that any and all judgments
which may be obtained as a result of that lawsuit shall be owed to Hight
personally and shall be paid immediately to Hight if paid to Action Security
Alarms, Inc, purposefully or inadvertently.
5. The parties hereto further agree that any costs encumbered or any
judgments obtained against Action Security Alarms, Inc as a result of the
abovementioned lawsuit shall be paid by Hight.
NON-DISPARAGEMENT; CONFIDENTIALITY
6. The parties hereto agree that they will not make any statements, either
oral or written, which slander or disparage any party to this Agreement. The
parties agree not to disclose this Agreement, the terms of this Agreement or
the existence of a settlement, unless it becomes necessary to enforce the
obligations contained herein, unless required to do so by subpoena or other
court order, in order to obtain tax and/or accounting advice, for any other
legally required governmental reason or for purposes of seeking entry of the
Agreed Judgment or filing a lawsuit as contemplated above. The parties shall
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be entitled to disclose to anyone that they have resolved their dispute to their
satisfaction. The parties hereto specifically agree that the terms of this
agreement may be shown to opposing counsel in the lawsuit referenced
above in paragraphs 5-6 for the sole purpose of showing that Hight has
standing in order to pursue that legal action on behalf of Action Security
Systems, Inc.
The Settlement Agreement was signed by Clarence Hight and Eric Roberts in spaces
designated for their individual names.
The suit filed by Action Security was voluntarily nonsuited and dismissed on
August 30, 2016. On February 1, 2017, Mr. Hight filed this lawsuit individually and “on
behalf of Action Security Systems, Inc.” Mr. Hight alleged that Action Security was a
corporation existing in Tennessee, and he would later concede that Action Security is not
a party to this lawsuit. Rather, Mr. Hight alleged that he was authorized to sue on behalf
of Action Security based on the Settlement Agreement between himself and Roberts.
Specifically, he alleged that the Settlement Agreement assigned to him “all proceeds and
interest from any litigation between Action Security and the Defendants as a result of this
lawsuit.” Mr. Hight further alleged that “this action is filed within one (1) year after this
matter was non-suited pursuant to Rule 41.01 of the Tennessee Rules of Civil Procedure.”
Mr. Hight again named as defendants the former employee of Action Security,
Donald Tramel, and the competitor company, A.C.E. Technologies, LLC f/k/a ACET
Newco, LLC, Successor by Merger to A.C.E. Alarms, Inc. (“A.C.E. Alarms”). Mr. Hight
asserted a claim for breach of contract against Mr. Tramel individually, based on his
employment agreement with Action Security. Mr. Hight also asserted claims against both
defendants for unfair competition and violation of the Tennessee Uniform Trade Secrets
Act.2 Finally, the complaint included a section entitled “Individual Claims by Clarence
Hight,” in which he incorporated all prior allegations and alleged that “the pecuniary
business value of Action Security was diminished” as the sole and proximate result of the
defendants’ actions, causing Mr. Hight to suffer “a loss of value” when he sold the
corporation.
Both defendants filed motions for summary judgment. They alleged that Mr. Hight
lacked standing to pursue claims on behalf of Action Security because there was no valid
assignment of claims by Action Security. The defendants argued that the Hight-Roberts
Settlement Agreement did not effectuate a valid assignment of any claims belonging to
Action Security because Action Security was not a party to the Settlement Agreement. The
defendants argued that Action Security was a distinct legal entity from its sole shareholder
and that the corporation would have to be a party to any agreement assigning its rights.
2
The complaint also included a claim for intentional interference with business relationships, but
Mr. Hight later conceded that this claim should be dismissed.
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Alternatively, the defendants argued that the language of the Settlement Agreement only
assigned rights to the proceeds of the litigation, not the right to pursue the claims. Finally,
the defendants argued that any individual claims asserted by Mr. Hight were barred by the
respective statutes of limitations because he became aware of Tramel’s conduct in 2013
and did not file this suit until February 1, 2017.
In response to the motions for summary judgment, Mr. Hight maintained that he
was authorized to pursue claims for Action Security based on a contractual assignment in
the Settlement Agreement. He insisted that this was “clearly the intent of the parties to the
Settlement Agreement.”3 Mr. Hight argued that the contractual assignment also gave him
the same right to rely on the saving statute as Action Security. As for his individual claims,
Mr. Hight admitted that by April 2013, he knew that Tramel had gone to work for A.C.E.
Alarms, suspected he had copied files from Action Security’s computers, and hired a
computer expert to investigate. He acknowledged that during 2013, he believed Tramel
and A.C.E. Alarms were soliciting Action Security’s customers and employees and using
its trade secrets. Still, Mr. Hight argued that the statute of limitations was tolled pursuant
to the “continuing violations doctrine” for so long as Tramel continued to be employed by
A.C.E. Alarms. Because Tramel worked for A.C.E. Alarms until February 2014, Mr. Hight
argued that his complaint was timely filed on February 1, 2017.
After a hearing, the trial court entered an order granting summary judgment to the
defendants on all claims. Notwithstanding the inconsistent responses by Mr. Hight
regarding whether Action Security was a party to the Settlement Agreement, the trial court
found that the Settlement Agreement “speaks for itself and evidences that the parties to the
Settlement Agreement are Clarence Hight and Eric Roberts.” The trial court found that
Action Security was “not a party or signatory to the Settlement Agreement.” As a result,
the trial court concluded that there was no valid assignment of Action Security’s claims.
The trial court reasoned that the rights and causes of action asserted in the prior litigation
belonged to Action Security and yet “Action Security was not a party to the Settlement
Agreement or assignor of the purported assignment.” The court explained that the
Settlement Agreement did not manifest any intent on the part of Action Security to transfer
any of its right or claims. According to the trial court, the corporation was a separate and
distinct entity from its shareholder, and its “rights as a corporation [could not] be validly
transferred or assigned by a private agreement between one of the former shareholders and
the current shareholder.” Additionally, the trial court concluded that the language of the
Settlement Agreement merely addressed Mr. Hight’s right to receive any judgments
awarded and did not clearly assign Action Security’s claims. In the absence of a valid
assignment, the trial court found that Mr. Hight lacked standing to assert any claim for
breach of contract, violation of the Uniform Trade Secrets Act, or unfair competition.
3
In response to the motion for summary judgment filed by A.C.E. Alarms, Mr. Hight admitted that
Action Security was not a party to the Settlement Agreement. However, he denied this same fact in response
to the motion filed by Tramel.
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The trial court also found that such claims were barred by the statutes of limitations.
Mr. Hight admittedly hired an investigator around March 2013 to examine Action
Security’s computer systems and determine if Tramel copied information. Thus, the trial
court found that the latest date by which Action Security knew or should have known of
the facts giving rise to its claims was March 2013. The trial court explained that the statute
of limitations for violations of the Uniform Trade Secrets Act was three years, Tenn. Code
Ann. § 47-25-1707, and the statute of limitations for the unfair competition claim would
be either one year under Tennessee Code Annotated section 47-18-110 or three years for
injury to personal property under Tennessee Code Annotated section 28-3-105. As such,
the trial court found that the statutes of limitations expired, at the latest, in March 2016.
Therefore, the complaint filed on February 1, 2017, came too late. Because there was no
valid assignment of Action Security’s rights, the trial court noted that Mr. Hight could not
“step into Action Security’s shoes” for purposes of the saving statute.
Lastly, regarding Mr. Hight’s “Individual Claims” for loss of business value, the
trial court construed the claim as one for injury to personal property, subject to a three-year
statute of limitations pursuant to Tennessee Code Annotated section 28-3-105(a). Based
on the same timeline, the trial court found that Mr. Hight knew or should have known the
facts giving rise to the claims by March 2013. Therefore, the statute of limitations expired
in March 2016, and the claims asserted in the February 1, 2017 complaint were time-barred.
The trial court granted both defendants’ motions for summary judgment dismissing all
claims. Mr. Hight timely filed a notice of appeal.
II. ISSUES PRESENTED
Mr. Hight raises the following issues, which we have slightly restated, for review
on appeal:
1. Whether the trial court erred in finding no valid assignment between Action Security
and Clarence Hight despite contractual language stating Mr. Hight had standing to pursue
a legal action on behalf of Action Security;
2. Whether the trial court erred in finding Mr. Hight could not go forward with a breach
of contract action on behalf of Action Security;
3. Whether the trial court erred in finding that Mr. Hight could not utilize the saving
statute on behalf of Action Security;
4. Whether the trial court erred in finding that Mr. Hight could not go forward with
personal claims against the defendants due to the statute of limitations despite the
continuing violations doctrine.
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For the following reasons, we affirm the decision of the chancery court and remand for
further proceedings.
III. STANDARD OF REVIEW
A trial court’s decision on a motion for summary judgment is reviewed de novo with
no presumption of correctness. Kershaw v. Levy, 583 S.W.3d 544, 547 (Tenn. 2019) (citing
Beard v. Branson, 528 S.W.3d 487, 494-95 (Tenn. 2017)). Summary judgment is
appropriate “if the pleadings, depositions, answers to interrogatories, and admissions on
file, together with the affidavits, if any, show that there is no genuine issue as to any
material fact and that the moving party is entitled to a judgment as a matter of law.” Tenn.
R. Civ. P. 56.04. A moving party who does not bear the burden of proof at trial can meet
its burden of production “‘either (1) by affirmatively negating an essential element of the
nonmoving party’s claim or (2) by demonstrating that the nonmoving party’s evidence at
the summary judgment stage is insufficient to establish the nonmoving party’s claim or
defense.’” TWB Architects, Inc. v. Braxton, LLC, 578 S.W.3d 879, 887 (Tenn. 2019)
(quoting Rye v. Women’s Care Ctr. of Memphis, 477 S.W.3d 235, 264 (Tenn. 2015)).
Then, “[t]he nonmoving party must demonstrate the existence of specific facts in the record
which could lead a rational trier of fact to find in favor of the nonmoving party.” Id. at 889
(quoting Rye, 477 S.W.3d at 265).
IV. DISCUSSION
A. Assignment
Here, the defendants moved for summary judgment on the basis that Mr. Hight was
not authorized to assert claims on behalf of Action Security in the absence of a valid
contractual assignment.4 On appeal, Mr. Hight maintains that he was authorized to bring
suit on behalf of Action Security based on “the plain language of a settlement agreement
between the new owner of Action Security and Mr. Hight.” We respectfully disagree.
At the outset, we note that an “assignment” is simply a transfer of property or some
other right from one person to another. Action Chiropractic Clinic, LLC v. Hyler, 467
S.W.3d 409, 411 (Tenn. 2015). “To determine whether a particular assignment is valid,
principles of general contract law apply.” Id. We must “‘look to the plain language of the
contract and [] ascertain and effectuate the parties’ intent as reflected in that language.’”
Id. at 412 (quoting West v. Shelby Cnty. Healthcare Corp., 459 S.W.3d 33, 41-42 (Tenn.
2014)). “For an assignment to be valid, it ‘must contain clear evidence of the intent to
transfer rights, must describe the subject matter of the assignment, must be clear and
unequivocal, and must be noticed to the obligor.’” Id. (quoting 6 Am.Jur.2d Assignments
4
Mr. Hight did not raise any issue, in the trial court or on appeal, regarding the defendants’ standing
to challenge the validity of the assignment.
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§ 82). “[T]he intent of the assignor to transfer the right must be ‘manifest.’” Id. (quoting
Collier v. Greenbrier Developers, LLC, 358 S.W.3d 195, 201 (Tenn. Ct. App. 2009)).
In this case, Mr. Hight alleges that Action Security Systems, Inc., a corporation,
assigned its rights to him through the act of its shareholder. “‘It is generally accepted that
the corporation is an entity distinct from its shareholders with rights and liabilities not the
same as theirs individually and severally. The corporation and its directors and officers are
similarly not the same personality.’” Keller v. Estate of McRedmond, 495 S.W.3d 852, 866
(Tenn. 2016) (quoting 12B Fletcher Cyc. Corp. § 5911). Even if all the stock in the
corporation is owned by a single stockholder, the corporation and its stockholder remain
“distinct legal entities.” Rogers v. Louisville Land Co., 367 S.W.3d 196, 216 (Tenn. 2012).
Courts “respect the separate legal status of a corporation and its shareholders.” Cambio
Health Sols., LLC v. Reardon, 213 S.W.3d 785, 790 (Tenn. 2006). Where parties have
deliberately chosen to do business in corporate form, for tax purposes, accounting, or other
reasons, “they cannot disregard the corporate form ‘at their convenience.’” Keller, 495
S.W.3d at 882 (quoting Hadden v. City of Gatlinburg, 746 S.W.2d 687, 689-90 (Tenn.
1988)).
“As its own legal entity,” a corporation can sue and be sued and contract in its own
name. Keller, 495 S.W.3d at 866. “‘Whether or not a particular contract shows a clear
intent that one of the parties was contracting as an individual or in a representative capacity,
must be determined from the contract itself.’” MLG Enterprises, LLC v. Johnson, 507
S.W.3d 183, 186 (Tenn. 2016) (quoting Lazarov v. Klyce, 195 Tenn. 27, 255 S.W.2d 11,
14 (1953)). Generally, “[a] corporate officer’s signature, preceded by the corporation’s
name and followed by words denoting the officer’s representative capacity, binds only the
corporation.”5 Bill Walker & Assocs., Inc. v. Parrish, 770 S.W.2d 764, 770 (Tenn. Ct.
App. 1989). On the other hand, the signature of an individual, “‘without limiting or
descriptive words before or after it, is the universal method of signing a contract to assume
a personal obligation.’” Associated Shopping Ctr. Properties, Ltd. v. Hodge, No. M2010-
00039-COA-R3-CV, 2011 WL 1025753, at *6 (Tenn. Ct. App. Mar. 22, 2011) (quoting
Lazarov 255 S.W.2d at 12); Dewitt v. Al-Haddad, No. 89-394-II, 1990 WL 50727, at *8
(Tenn. Ct. App. Apr. 25, 1990); see, e.g., Mudd v. Goostree, No. M2012-00957-COA-R3-
5
We note that “a corporate officer may agree to be contractually bound in both his corporate and
individual[] capacities, and may execute a contract in his corporate capacity and guarantee it in his
individual capacity.” Malone v. Lasater, No. M2014-00777-COA-R3-CV, 2015 WL 6970568, at *5 (Tenn.
Ct. App. Mar. 12, 2015). “In most cases, a representative who signs a contract is not personally bound to
the contract. A representative who signs a contract may be personally bound, however, when the clear
intent of the contract is to bind the representative.” 84 Lumber Co. v. Smith, 356 S.W.3d 380, 382 (Tenn.
2011) (citations omitted). Thus, in that situation, courts must bear in mind “the general rule regarding the
signature of a corporate representative” in conjunction with our supreme court’s statement regarding “the
clear intent of the parties as gleaned from the Contract itself.” Wise N. Shore Properties, LLC v. 3
Daughters Media, Inc., No. E2013-01953-COA-R3-CV, 2014 WL 2854258, at *2 (Tenn. Ct. App. June 23,
2014).
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CV, 2013 WL 1402157, at *1 (Tenn. Ct. App. Apr. 5, 2013) (holding that the individual
owner of a corporation who signed his individual name on a lease was personally liable).
Here, the Settlement Agreement begins by stating:
This Settlement Agreement (hereinafter, ‘the Agreement’) is entered
into as of the last date signed below (hereinafter, ‘the Effective Date’), by
and between Clarence Hight (hereinafter, ‘Hight’) and Eric Roberts
(hereinafter, ‘Roberts’)[.]
After addressing various other issues between Mr. Roberts and Mr. Hight, it stated that
“[t]he parties hereto” agreed that any judgments as a result of the Action Security litigation
would be “owed to Hight personally” and paid to him, or paid by him in the event of a
judgment against Action Security. The confidentiality provision further stated that “[t]he
parties hereto specifically agree that the terms of this agreement may be shown to opposing
counsel in the lawsuit referenced above in paragraphs 5-6 for the sole purpose of showing
that Hight has standing in order to pursue that legal action on behalf of Action Security
Systems, Inc.” However, the Settlement Agreement was signed only by Eric Roberts, in
the space designated “Eric Roberts.”6
Considering the unequivocal language of the Settlement Agreement between Mr.
Roberts and Mr. Hight, we conclude that Mr. Roberts was contracting only in his individual
capacity. There is simply no language indicating that Action Security, the corporation, was
a party to the Settlement Agreement. The Settlement Agreement clearly identifies the only
parties as Mr. Roberts and Mr. Hight. More specifically, there is no language effectuating
a valid assignment by Action Security. As we noted above, to constitute a valid
assignment, “the intent of the assignor to transfer the right must be ‘manifest.’” Action
Chiropractic, 467 S.W.3d at 412. As the trial court aptly noted, the Hight-Roberts
Settlement Agreement did not manifest any intent on the part of Action Security to transfer
any of its rights or claims.7 The rights and claims asserted in the prior litigation belonged
to Action Security, and its “rights as a corporation [could not] be validly transferred or
assigned by a private agreement between one of the former shareholders and the current
shareholder.” Thus, we affirm the trial court’s dismissal of the claims Mr. Hight asserted
on behalf of Action Security.8 Because Mr. Hight was not authorized to pursue these
6
We note that the signature on the space for “Eric Roberts” appears to be illegible, but Mr. Hight
does not argue that Mr. Roberts wrote anything other than his name.
7
In Bowers v. Estate of Mounger, 542 S.W.3d 470, 483 (Tenn. Ct. App. 2017), we held that the
sole member of an LLC had standing to pursue claims as the assignee of the LLC because he had executed
an assignment on behalf of the LLC assigning the LLC’s rights to himself. Here, the purported assignment
was not executed by or on behalf of the entity.
8
On appeal, Mr. Hight attempts to raise an argument regarding apparent authority. However, this
argument was never raised in the trial court. Therefore, we will not consider it on appeal. See Black v.
Blount, 938 S.W.2d 394, 403 (Tenn.1996) (“Under Tennessee law, issues raised for the first time on appeal
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claims, the issue raised on appeal regarding the assignability of the right to use the saving
statute is pretermitted.
B. Individual Claims
The complaint’s description of the “Individual Claims by Clarence Hight” was
sparse. Aside from reincorporating all of the allegations of the complaint, Hight alleged
that “the pecuniary business value of Action Security was diminished” and that “Hight
suffered a loss of value caused by the Defendants’ wrongful actions” upon selling the
corporation. Again, the trial court construed the claim as one for injury to personal property
subject to a three-year statute of limitations pursuant to Tennessee Code Annotated section
28-3-105(a). It found that Mr. Hight knew or should have known the facts giving rise to
his individual claim by March 2013. Therefore, the statute of limitations expired in March
2016, and the individual claim asserted in the February 1, 2017 complaint was time-barred.
The only argument Mr. Hight raises on appeal with respect to this issue is whether
the “continuing violations doctrine applies” to toll the statute of limitations. Relying on
employment discrimination law, he argues that the defendants’ actions should be viewed
as a continuing violation that extended for as long as Mr. Tramel was employed at the
competitor.
“The continuing violation doctrine was developed by federal courts interpreting
federal anti-discrimination statutes, particularly Title VII of the Civil Rights Act of 1964,
42 U.S.C. § 2000e, et seq. (“Title VII”).” Booker v. The Boeing Co., 188 S.W.3d 639, 643
(Tenn. 2006). It is “a federal common law doctrine[.]” Nunn v. Tenn. Dep’t of Corr., 547
S.W.3d 163, 179 (Tenn. Ct. App. 2017) (citing Heath v. Bd. of Supervisors for S. Univ. &
Agric. & Mech. Coll., 850 F.3d 731, 740 (5th Cir. 2017)). The doctrine “essentially allows
a plaintiff to bring a claim for discriminatory conduct that occurs outside the limitations
period if the discriminatory conduct is sufficiently related to conduct occurring within the
limitations period.” Booker, 188 S.W.3d at 643. However, “[t]his doctrine has only been
applied by Tennessee courts in employment cases involving some type of
discrimination[.]” Snake Steel, Inc. v. Holladay Constr. Grp., LLC, No. M2019-00322-
COA-R3-CV, 2020 WL 365304, at *8 n.3 (Tenn. Ct. App. Jan. 22, 2020), perm. app.
granted (Tenn. June 4, 2020) (declining to apply the continuing violation doctrine where
the party offered “no argument or citation to any authority for its application to cases
involving statutory penalties”); see also Jackson v. City of Cleveland, No. E2015-01279-
COA-R3-CV, 2016 WL 4443535, at *5 (Tenn. Ct. App. Aug. 22, 2016) (“Our courts have
recognized only two situations in which the continuing violation doctrine applies.”).
are waived.”); Mitchell v. Kindred Healthcare Operating, Inc., No. W2008-01643-COA-R3-CV, 2009 WL
1684647, at *6 (Tenn. Ct. App. June 17, 2009) (finding an argument regarding implied authority was
waived where it was not argued in the trial court).
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The continuing violation doctrine is not a generally applicable “exception” to
statutes of limitation, as Mr. Hight argues on appeal. Therefore, the trial court did not err
by failing to apply it to Mr. Hight’s “individual claims.”
V. CONCLUSION
For the aforementioned reasons, the decision of the chancery court is hereby
affirmed and remanded. Costs of this appeal are taxed to the appellant, Clarence Hight, for
which execution may issue, if necessary.
_________________________________
CARMA DENNIS MCGEE, JUDGE
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