A recent opinion of the Court of Appeals of Tennessee at Nashville, Buckley v. Carlock, is chock full of great issues from the standard Business Associations course.  Specifically, the case involves allegations of controlling shareholder oppression under Tenn. Code Ann. § 48-24-301.  The plaintiff requested, and was grated, a buy-out of his shares in lieu of dissolution.

As noted in the opinion, the plaintiff raises a variety of issues on appeal, arguing:

that the trial court’s valuation of his interest in TLC was “erroneous as a matter of law, or at least contrary to the weight of the evidence.” He also claims that the court abused its discretion in denying him prejudgment interest. And he contends that he was entitled to attorney’s fees as the prevailing party for the whole case. Lastly, he argues that the trial court erred in dismissing his claim for unjust enrichment as moot.

The Court of Appeals affirms the trial court opinion after oral argument (a note on that below).  In the process, the court validates a dissenters’ rights (“fair value”) approach to calculating the value of the plaintiff’s shares.  It also confirms aspects of the valuation calculation.

All of these “real life” business divorce issues are illustrative of the way the statutes we teach get used in practice.  The related issues (e.g. as to attorneys’ fees, the admission of witness testimony, pre-judgment interest, and unjust enrichment) all add color to the standard Business Associations fare.  This case may make for interesting teaching material.

To that point, in writing up this post, I found some buried treasure relevant to teaching.  The oral arguments for the case were recorded on Zoom and are publicly available!  The two legal counsel arguing the case are professional and knowledgeable.  All of this may help to illustrate for students the relevance of the activities they engage in during law school.