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Stephen Boesch v. Jay R. Holeman

Tenn. Ct. App.September 14, 2020No. E2019-02288-COA-R3-CV

Case Details

Judge(s)
Judge D. Michael Swiney
Status
Published
Procedural Posture
appeal

Related Laws

No specific laws identified for this ruling.

Excerpt

This appeal concerns a disassociated partner's buyout. Stephen Boesch ("Boesch"), Jay Holeman ("Holeman"), and Richard Fraser ("Fraser") formed a partnership to start a flavored-moonshine and whiskey business, Tennessee Legend. Boesch contributed technical know-how and labor. Early on, Boesch was disassociated from the partnership. Boesch sued Holeman and Fraser ("Defendants," collectively) in the Chancery Court for Sevier County ("the Trial Court") alleging, among other things, misappropriation of trade secrets. Later, Crystal Falls Spirits, LLC, an entity created by Holeman, intervened to sue Boesch. At trial, the parties put on competing proof as to the value of Boesch's interest. Ultimately, the Trial Court adopted Defendants' value and rejected Boesch's trade secrets claim. Boesch appeals. Because the experts failed to contend with Tenn. Code Ann. § 61- 1-701, which governs the determination of a disassociated partner's buyout price when a partnership is not dissolved, we reverse and remand for a new determination in keeping with the statute's requirements. Otherwise, we affirm the Trial Court's judgment. We, therefore, affirm in part, and reverse, in part, and remand for further proceedings consistent with this Opinion.

What This Ruling Means

**What Happened:** Stephen Boesch partnered with Jay Holeman and Richard Fraser to start Tennessee Legend, a flavored-moonshine and whiskey business. Boesch brought technical expertise and labor to the partnership. However, early in the business relationship, Boesch was removed from the partnership. He then sued his former partners in court, claiming they had misappropriated something (likely his contributions or rightful share of the business). **What the Court Decided:** The court remanded the case, meaning it sent the matter back to a lower court for further proceedings. This suggests the appeals court found issues with how the original trial court handled the case, but didn't make a final ruling on who was right or wrong. No damages were awarded at this stage. **Why This Matters for Workers:** This case highlights important protections for people who contribute skills, labor, or expertise to business partnerships. When workers invest their knowledge and effort into starting a company, they may have legal rights even if they're later pushed out. If you're entering a business partnership, especially one where you're contributing specialized skills or significant work, it's crucial to have clear written agreements about ownership, compensation, and what happens if the partnership dissolves.

This summary was generated to explain the ruling in plain English and is not legal advice.

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