Tenn. Code Ann. § 47-1-301 — TN Code / Title 47 / Chapter 1 / Section 47-1-301
Territorial applicability - Parties' power to choose applicable law
Status: in_force

(a) Except as otherwise provided in this section, when a transaction bears a reasonable relation to this state and also to another state or nation the parties may agree that the law either of this state or of such other state or nation shall govern their rights and duties. (b) In the absence of an agreement effective under subsection (a), and except as provided in subsection (c), chapters 1-9 of this title apply to transactions bearing an appropriate relation to this state. (c) If one (1) of the following provisions of chapters 1-9 of this title specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law so specified: (1) Section 47-2-402 ; (2) Sections 47-2A-105 and 47-2A-106 ; (3) Section 47-4-102 ; (4) Section 47-4A-507 ; (5) Section 47-5-116 ; (6) Section 47-8-110 ; or (7) Sections 47-9-301 - 47-9-307. Acts 2008, ch. 930, § 1.
(a) Except as otherwise provided in this section, when a transaction bears a reasonable relation to this state and also to another state or nation the parties may agree that the law either of this state or of such other state or nation shall govern their rights and duties.
(b) In the absence of an agreement effective under subsection (a), and except as provided in subsection (c), chapters 1-9 of this title apply to transactions bearing an appropriate relation to this state.
(c) If one (1) of the following provisions of chapters 1-9 of this title specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law so specified: (1) Section 47-2-402 ; (2) Sections 47-2A-105 and 47-2A-106 ; (3) Section 47-4-102 ; (4) Section 47-4A-507 ; (5) Section 47-5-116 ; (6) Section 47-8-110 ; or (7) Sections 47-9-301 - 47-9-307.
(1) Section 47-2-402 ;
(2) Sections 47-2A-105 and 47-2A-106 ;
(3) Section 47-4-102 ;
(4) Section 47-4A-507 ;
(5) Section 47-5-116 ;
(6) Section 47-8-110 ; or
(7) Sections 47-9-301 - 47-9-307.
Acts 2008, ch. 930, § 1.
Tenn. Code Ann. § 47-22-202 — TN Code / Title 47 / Chapter 22 / Section 47-22-202
Cardholder's termination of account - Means
Status: in_force

(a) A cardholder may terminate a multiple-party account to which the cardholder is a party by: (1) Delivery to the issuer of written notice of termination, which shall include: (A) The account number; (B) The name(s) and current address(es) of all cardholders and card users on the account; and (C) The cardholder's certification that the cardholder has sent or delivered a copy of the notice to each cardholder and card user; (2) Sending or delivering a copy of the notice to each other cardholder and to each card user; (3) Unless the issuer otherwise agrees, payment in full of the current balance of the account reflected on the most recent billing statement for the account sent by the issuer or, if less, the actual balance then outstanding; and (4) Surrender to the issuer of all cards in the cardholder's possession or control. (b) The terminating cardholder's failure to comply with subsection (a) shall not subject the card issuer to any liability as a result of any action or nonaction in reliance on the notice of termination. (c) If the cardholder's account is not a multiple-party account, the cardholder may terminate it by delivery of written notice of termination, which need merely state the account number and the cardholder's intention to terminate, and surrender of all cards in the cardholder's possession or control. Acts 1989, ch. 216, § 3.
(a) A cardholder may terminate a multiple-party account to which the cardholder is a party by: (1) Delivery to the issuer of written notice of termination, which shall include: (A) The account number; (B) The name(s) and current address(es) of all cardholders and card users on the account; and (C) The cardholder's certification that the cardholder has sent or delivered a copy of the notice to each cardholder and card user; (2) Sending or delivering a copy of the notice to each other cardholder and to each card user; (3) Unless the issuer otherwise agrees, payment in full of the current balance of the account reflected on the most recent billing statement for the account sent by the issuer or, if less, the actual balance then outstanding; and (4) Surrender to the issuer of all cards in the cardholder's possession or control.
(1) Delivery to the issuer of written notice of termination, which shall include: (A) The account number; (B) The name(s) and current address(es) of all cardholders and card users on the account; and (C) The cardholder's certification that the cardholder has sent or delivered a copy of the notice to each cardholder and card user;
(A) The account number;
(B) The name(s) and current address(es) of all cardholders and card users on the account; and
(C) The cardholder's certification that the cardholder has sent or delivered a copy of the notice to each cardholder and card user;
(2) Sending or delivering a copy of the notice to each other cardholder and to each card user;
(3) Unless the issuer otherwise agrees, payment in full of the current balance of the account reflected on the most recent billing statement for the account sent by the issuer or, if less, the actual balance then outstanding; and
(4) Surrender to the issuer of all cards in the cardholder's possession or control.
(b) The terminating cardholder's failure to comply with subsection (a) shall not subject the card issuer to any liability as a result of any action or nonaction in reliance on the notice of termination.
(c) If the cardholder's account is not a multiple-party account, the cardholder may terminate it by delivery of written notice of termination, which need merely state the account number and the cardholder's intention to terminate, and surrender of all cards in the cardholder's possession or control.
Acts 1989, ch. 216, § 3.
Tenn. Code Ann. § 47-25-1704 — TN Code / Title 47 / Chapter 25 / Section 47-25-1704
Damages
Status: in_force

(a) In addition to or in lieu of the relief provided by § 47-25-1703 , a complainant is entitled to recover damages for misappropriation except to the extent that defendant can show a material and prejudicial change of position prior to acquiring knowledge or reason to know of misappropriation and such renders a monetary recovery inequitable. Damages can include both the actual loss caused by misappropriation and the unjust enrichment caused by misappropriation that is not taken into account in computing actual loss. In lieu of damages measured by any other methods, the damages caused by misappropriation may be measured by imposition of liability for a reasonable royalty for a misappropriator's unauthorized disclosure or use of a trade secret. (b) If willful and malicious misappropriation exists, the court may award exemplary damages in an amount not exceeding twice any award made under subsection (a). Acts 2000, ch. 647, § 4.
(a) In addition to or in lieu of the relief provided by § 47-25-1703 , a complainant is entitled to recover damages for misappropriation except to the extent that defendant can show a material and prejudicial change of position prior to acquiring knowledge or reason to know of misappropriation and such renders a monetary recovery inequitable. Damages can include both the actual loss caused by misappropriation and the unjust enrichment caused by misappropriation that is not taken into account in computing actual loss. In lieu of damages measured by any other methods, the damages caused by misappropriation may be measured by imposition of liability for a reasonable royalty for a misappropriator's unauthorized disclosure or use of a trade secret.
(b) If willful and malicious misappropriation exists, the court may award exemplary damages in an amount not exceeding twice any award made under subsection (a).
Acts 2000, ch. 647, § 4.
Tenn. Code Ann. § 47-3-115 — TN Code / Title 47 / Chapter 3 / Section 47-3-115
Incomplete instrument
Status: in_force

(a) "Incomplete instrument" means a signed writing, whether or not issued by the signer, the contents of which show at the time of signing that it is incomplete but that the signer intended it to be completed by the addition of words or numbers. (b) Subject to subsection (c), if an incomplete instrument is an instrument under § 47-3-104 , it may be enforced according to its terms if it is not completed, or according to its terms as augmented by completion. If an incomplete instrument is not an instrument under § 47-3-104 , but, after completion, the requirements of § 47-3-104 are met, the instrument may be enforced according to its terms as augmented by completion. (c) If words or numbers are added to an incomplete instrument without authority of the signer, there is an alteration of the incomplete instrument under § 47-3-407 . (d) The burden of establishing that words or numbers were added to an incomplete instrument without authority of the signer is on the person asserting the lack of authority. Acts 1995, ch. 397, § 2.
(a) "Incomplete instrument" means a signed writing, whether or not issued by the signer, the contents of which show at the time of signing that it is incomplete but that the signer intended it to be completed by the addition of words or numbers.
(b) Subject to subsection (c), if an incomplete instrument is an instrument under § 47-3-104 , it may be enforced according to its terms if it is not completed, or according to its terms as augmented by completion. If an incomplete instrument is not an instrument under § 47-3-104 , but, after completion, the requirements of § 47-3-104 are met, the instrument may be enforced according to its terms as augmented by completion.
(c) If words or numbers are added to an incomplete instrument without authority of the signer, there is an alteration of the incomplete instrument under § 47-3-407 .
(d) The burden of establishing that words or numbers were added to an incomplete instrument without authority of the signer is on the person asserting the lack of authority.
Acts 1995, ch. 397, § 2.
Tenn. Code Ann. § 47-26-1103 — TN Code / Title 47 / Chapter 26 / Section 47-26-1103
Minimum equipment
Status: in_force

Applicants must have available sufficient standards and equipment to adequately test devices as set forth in the "Notes" section of each applicable code in the most recent edition of NIST Handbook 44, "Specifications, Tolerances, and Other Technical Requirements for Weighing and Measuring Devices." When applicable, this equipment must meet the specifications of National Institute of Standards and Technology Handbook 105-1, "Specifications and Tolerances for Reference Standards and Field Standard Weights and Measures, Specifications and Tolerances for Field Standard Weights (NIST Class F)," National Institute of Standards and Technology Handbook 105-2, "Specifications and Tolerances for Reference Standards and Field Standard Weights and Measures, Specifications and Tolerances for Field Standard Measuring Flasks," or National Institute of Standards and Technology Handbook 105-3, "Specifications and Tolerances for Reference Standards and Field Standard Weights and Measures, Specifications and Tolerances for Graduated Neck Type Volumetric Field Standards" or other applicable handbooks, manuals, and technical papers published or referenced by NIST. Acts 1997, ch. 311, § 3.
Applicants must have available sufficient standards and equipment to adequately test devices as set forth in the "Notes" section of each applicable code in the most recent edition of NIST Handbook 44, "Specifications, Tolerances, and Other Technical Requirements for Weighing and Measuring Devices." When applicable, this equipment must meet the specifications of National Institute of Standards and Technology Handbook 105-1, "Specifications and Tolerances for Reference Standards and Field Standard Weights and Measures, Specifications and Tolerances for Field Standard Weights (NIST Class F)," National Institute of Standards and Technology Handbook 105-2, "Specifications and Tolerances for Reference Standards and Field Standard Weights and Measures, Specifications and Tolerances for Field Standard Measuring Flasks," or National Institute of Standards and Technology Handbook 105-3, "Specifications and Tolerances for Reference Standards and Field Standard Weights and Measures, Specifications and Tolerances for Graduated Neck Type Volumetric Field Standards" or other applicable handbooks, manuals, and technical papers published or referenced by NIST.
Acts 1997, ch. 311, § 3.
Tenn. Code Ann. § 47-3-605 — TN Code / Title 47 / Chapter 3 / Section 47-3-605
Discharge of endorsers and accommodation parties
Status: in_force

(a) In this section, the term "endorser" includes a drawer having the obligation described in § 47-3-414(d) . (b) Discharge, under § 47-3-604 , of the obligation of a party to pay an instrument does not discharge the obligation of an endorser or accommodation party having a right of recourse against the discharged party. (c) If a person entitled to enforce an instrument agrees, with or without consideration, to an extension of the due date of the obligation of a party to pay the instrument, the extension discharges an endorser or accommodation party having a right of recourse against the party whose obligation is extended to the extent the endorser or accommodation party proves that the extension caused loss to the endorser or accommodation party with respect to the right of recourse. (d) If a person entitled to enforce an instrument agrees, with or without consideration, to a material modification of the obligation of a party other than an extension of the due date, the modification discharges the obligation of an endorser or accommodation party having a right of recourse against the person whose obligation is modified to the extent the modification causes loss to the endorser or accommodation party with respect to the right of recourse. The loss suffered by the endorser or accommodation party as a result of the modification is equal to the amount of the right of recourse unless the person enforcing the instrument proves that no loss was caused by the modification or that the loss caused by the modification was an amount less than the amount of the right of recourse. (e) If the obligation of a party to pay an instrument is secured by an interest in collateral and a person entitled to enforce the instrument impairs the value of the interest in collateral, the obligation of an endorser or accommodation party having a right of recourse against the obligor is discharged to the extent of the impairment. The value of an interest in collateral is impaired to the extent (i) the value of the interest is reduced to an amount less than the amount of the right of recourse of the party asserting discharge, or (ii) the reduction in value of the interest causes an increase in the amount by which the amount of the right of recourse exceeds the value of the interest. The burden of proving impairment is on the party asserting discharge. (f) If the obligation of a party is secured by an interest in collateral not provided by an accommodation party and a person entitled to enforce the instrument impairs the value of the interest in collateral, the obligation of any party who is jointly and severally liable with respect to the secured obligation is discharged to the extent the impairment causes the party asserting discharge to pay more than that party would have been obliged to pay, taking into account rights of contribution, if impairment had not occurred. If the party asserting discharge is an accommodation party not entitled to discharge under subsection (e), the party is deemed to have a right to contribution based on joint and several liability rather than a right to reimbursement. The burden of proving impairment is on the party asserting discharge. (g) Under subsection (e) or (f), impairing value of an interest in collateral includes (i) failure to obtain or maintain perfection or recordation of the interest in collateral, (ii) release of collateral without substitution of collateral of equal value, (iii) failure to perform a duty to preserve the value of collateral owed, under chapter 9 of this title or other law, to a debtor or surety or other person secondarily liable, or (iv) failure to comply with applicable law in disposing of collateral. (h) An accommodation party is not discharged under subsection (c), (d), or (e) unless the person entitled to enforce the instrument knows of the accommodation or has notice under § 47-3-419(c) that the instrument was signed for accommodation. (i) A party is not discharged under this section if (i) the party asserting discharge consents to the event or conduct that is the basis of the discharge, or (ii) the instrument or a separate agreement of the party provides for waiver of discharge under this section either specifically or by general language indicating that parties waive defenses based on suretyship or impairment of collateral. Acts 1995, ch. 397, § 2.
(a) In this section, the term "endorser" includes a drawer having the obligation described in § 47-3-414(d) .
(b) Discharge, under § 47-3-604 , of the obligation of a party to pay an instrument does not discharge the obligation of an endorser or accommodation party having a right of recourse against the discharged party.
(c) If a person entitled to enforce an instrument agrees, with or without consideration, to an extension of the due date of the obligation of a party to pay the instrument, the extension discharges an endorser or accommodation party having a right of recourse against the party whose obligation is extended to the extent the endorser or accommodation party proves that the extension caused loss to the endorser or accommodation party with respect to the right of recourse.
(d) If a person entitled to enforce an instrument agrees, with or without consideration, to a material modification of the obligation of a party other than an extension of the due date, the modification discharges the obligation of an endorser or accommodation party having a right of recourse against the person whose obligation is modified to the extent the modification causes loss to the endorser or accommodation party with respect to the right of recourse. The loss suffered by the endorser or accommodation party as a result of the modification is equal to the amount of the right of recourse unless the person enforcing the instrument proves that no loss was caused by the modification or that the loss caused by the modification was an amount less than the amount of the right of recourse.
(e) If the obligation of a party to pay an instrument is secured by an interest in collateral and a person entitled to enforce the instrument impairs the value of the interest in collateral, the obligation of an endorser or accommodation party having a right of recourse against the obligor is discharged to the extent of the impairment. The value of an interest in collateral is impaired to the extent (i) the value of the interest is reduced to an amount less than the amount of the right of recourse of the party asserting discharge, or (ii) the reduction in value of the interest causes an increase in the amount by which the amount of the right of recourse exceeds the value of the interest. The burden of proving impairment is on the party asserting discharge.
(f) If the obligation of a party is secured by an interest in collateral not provided by an accommodation party and a person entitled to enforce the instrument impairs the value of the interest in collateral, the obligation of any party who is jointly and severally liable with respect to the secured obligation is discharged to the extent the impairment causes the party asserting discharge to pay more than that party would have been obliged to pay, taking into account rights of contribution, if impairment had not occurred. If the party asserting discharge is an accommodation party not entitled to discharge under subsection (e), the party is deemed to have a right to contribution based on joint and several liability rather than a right to reimbursement. The burden of proving impairment is on the party asserting discharge.
(g) Under subsection (e) or (f), impairing value of an interest in collateral includes (i) failure to obtain or maintain perfection or recordation of the interest in collateral, (ii) release of collateral without substitution of collateral of equal value, (iii) failure to perform a duty to preserve the value of collateral owed, under chapter 9 of this title or other law, to a debtor or surety or other person secondarily liable, or (iv) failure to comply with applicable law in disposing of collateral.
(h) An accommodation party is not discharged under subsection (c), (d), or (e) unless the person entitled to enforce the instrument knows of the accommodation or has notice under § 47-3-419(c) that the instrument was signed for accommodation.
(i) A party is not discharged under this section if (i) the party asserting discharge consents to the event or conduct that is the basis of the discharge, or (ii) the instrument or a separate agreement of the party provides for waiver of discharge under this section either specifically or by general language indicating that parties waive defenses based on suretyship or impairment of collateral.
Acts 1995, ch. 397, § 2.
Tenn. Code Ann. § 47-18-2803 — TN Code / Title 47 / Chapter 18 / Section 47-18-2803
Violations
Status: in_force

A violation of this part, or any rules and regulations promulgated under this part, constitutes an unfair or deceptive act or practice under § 47-18-104(a) . A civil action for violation of this part may be brought under part 1 of this chapter. Acts 2005, ch. 164, § 1.
A violation of this part, or any rules and regulations promulgated under this part, constitutes an unfair or deceptive act or practice under § 47-18-104(a) . A civil action for violation of this part may be brought under part 1 of this chapter.
Acts 2005, ch. 164, § 1.
Tenn. Code Ann. § 47-18-706 — TN Code / Title 47 / Chapter 18 / Section 47-18-706
Cancellation - Return of goods - Compensation for services
Status: in_force

(a) Except as provided in § 47-18-705(c) , within a reasonable time after a home solicitation sale has been cancelled or an offer to purchase revoked, the buyer upon demand must tender to the seller any goods delivered by the seller pursuant to the sale but the buyer is not obligated to tender at any place other than the buyer's residence. If the seller fails to demand possession of goods within twenty (20) days after cancellation or revocation, the goods become the property of the buyer without obligation to pay for them. (b) The buyer has a duty to take reasonable care of the goods in the buyer's possession before cancellation or revocation and for a reasonable time thereafter, during which time the goods are otherwise at the seller's risk. (c) If the seller has performed any services pursuant to a home solicitation sale prior to its cancellation, the seller is entitled to compensation only to the extent of the fair market value for any such services performed prior to cancellation. Acts 1974, ch. 712, § 6; T.C.A., § 47-16-106 .
(a) Except as provided in § 47-18-705(c) , within a reasonable time after a home solicitation sale has been cancelled or an offer to purchase revoked, the buyer upon demand must tender to the seller any goods delivered by the seller pursuant to the sale but the buyer is not obligated to tender at any place other than the buyer's residence. If the seller fails to demand possession of goods within twenty (20) days after cancellation or revocation, the goods become the property of the buyer without obligation to pay for them.
(b) The buyer has a duty to take reasonable care of the goods in the buyer's possession before cancellation or revocation and for a reasonable time thereafter, during which time the goods are otherwise at the seller's risk.
(c) If the seller has performed any services pursuant to a home solicitation sale prior to its cancellation, the seller is entitled to compensation only to the extent of the fair market value for any such services performed prior to cancellation.
Acts 1974, ch. 712, § 6; T.C.A., § 47-16-106 .
Tenn. Code Ann. § 47-7-104 — TN Code / Title 47 / Chapter 7 / Section 47-7-104
Negotiable and nonnegotiable document of title
Status: in_force

(a) Except as otherwise provided in subsection (c), a document of title is negotiable if by its terms the goods are to be delivered to bearer or to the order of a named person. (b) A document of title other than one described in subsection (a) is nonnegotiable. A bill of lading that states that the goods are consigned to a named person is not made negotiable by a provision that the goods are to be delivered only against an order in a record signed by the same or another named person. (c) A document of title is nonnegotiable if, at the time it is issued, the document has a conspicuous legend, however expressed, that it is nonnegotiable. Acts 2008, ch. 814, § 1.
(a) Except as otherwise provided in subsection (c), a document of title is negotiable if by its terms the goods are to be delivered to bearer or to the order of a named person.
(b) A document of title other than one described in subsection (a) is nonnegotiable. A bill of lading that states that the goods are consigned to a named person is not made negotiable by a provision that the goods are to be delivered only against an order in a record signed by the same or another named person.
(c) A document of title is nonnegotiable if, at the time it is issued, the document has a conspicuous legend, however expressed, that it is nonnegotiable.
Acts 2008, ch. 814, § 1.
Tenn. Code Ann. § 47-2-607 — TN Code / Title 47 / Chapter 2 / Section 47-2-607
Effect of acceptance - Notice of breach - Burden of establishing breach after acceptance - Notice of claim or litigation to person answerable over
Status: in_force

(1) The buyer must pay at the contract rate for any goods accepted. (2) Acceptance of goods by the buyer precludes rejection of the goods accepted and if made with knowledge of a nonconformity cannot be revoked because of it unless the acceptance was on the reasonable assumption that the nonconformity would be seasonably cured but acceptance does not of itself impair any other remedy provided by this chapter for nonconformity. (3) Where a tender has been accepted: (a) the buyer must within a reasonable time after he discovers or should have discovered any breach notify the seller of breach or be barred from any remedy; and (b) if the claim is one for infringement or the like (§ 47-2-312(3) ) and the buyer is sued as a result of such a breach he must so notify the seller within a reasonable time after he receives notice of the litigation or be barred from any remedy over for liability established by the litigation. (4) The burden is on the buyer to establish any breach with respect to the goods accepted. (5) Where the buyer is sued for breach of a warranty or other obligation for which his seller is answerable over: (a) he may give his seller written notice of the litigation. If the notice states that the seller may come in and defend and that if the seller does not do so he will be bound in any action against him by his buyer by any determination of fact common to the two (2) litigations, then unless the seller after seasonable receipt of the notice does come in and defend he is so bound. (b) if the claim is one for infringement or the like (§ 47-2-312(3) ) the original seller may demand in writing that his buyer turn over to him control of the litigation including settlement or else be barred from any remedy over and if he also agrees to bear all expense and to satisfy any adverse judgment, then unless the buyer after seasonable receipt of the demand does turn over control the buyer is so barred. (6) The provisions of subsections (3), (4) and (5) apply to any obligation of a buyer to hold the seller harmless against infringement or the like (§ 47-2-312(3) ). Acts 1963, ch. 81, § 1 (2-607).
(1) The buyer must pay at the contract rate for any goods accepted.
(2) Acceptance of goods by the buyer precludes rejection of the goods accepted and if made with knowledge of a nonconformity cannot be revoked because of it unless the acceptance was on the reasonable assumption that the nonconformity would be seasonably cured but acceptance does not of itself impair any other remedy provided by this chapter for nonconformity.
(3) Where a tender has been accepted: (a) the buyer must within a reasonable time after he discovers or should have discovered any breach notify the seller of breach or be barred from any remedy; and (b) if the claim is one for infringement or the like (§ 47-2-312(3) ) and the buyer is sued as a result of such a breach he must so notify the seller within a reasonable time after he receives notice of the litigation or be barred from any remedy over for liability established by the litigation.
(a) the buyer must within a reasonable time after he discovers or should have discovered any breach notify the seller of breach or be barred from any remedy; and
(b) if the claim is one for infringement or the like (§ 47-2-312(3) ) and the buyer is sued as a result of such a breach he must so notify the seller within a reasonable time after he receives notice of the litigation or be barred from any remedy over for liability established by the litigation.
(4) The burden is on the buyer to establish any breach with respect to the goods accepted.
(5) Where the buyer is sued for breach of a warranty or other obligation for which his seller is answerable over: (a) he may give his seller written notice of the litigation. If the notice states that the seller may come in and defend and that if the seller does not do so he will be bound in any action against him by his buyer by any determination of fact common to the two (2) litigations, then unless the seller after seasonable receipt of the notice does come in and defend he is so bound. (b) if the claim is one for infringement or the like (§ 47-2-312(3) ) the original seller may demand in writing that his buyer turn over to him control of the litigation including settlement or else be barred from any remedy over and if he also agrees to bear all expense and to satisfy any adverse judgment, then unless the buyer after seasonable receipt of the demand does turn over control the buyer is so barred.
(a) he may give his seller written notice of the litigation. If the notice states that the seller may come in and defend and that if the seller does not do so he will be bound in any action against him by his buyer by any determination of fact common to the two (2) litigations, then unless the seller after seasonable receipt of the notice does come in and defend he is so bound.
(b) if the claim is one for infringement or the like (§ 47-2-312(3) ) the original seller may demand in writing that his buyer turn over to him control of the litigation including settlement or else be barred from any remedy over and if he also agrees to bear all expense and to satisfy any adverse judgment, then unless the buyer after seasonable receipt of the demand does turn over control the buyer is so barred.
(6) The provisions of subsections (3), (4) and (5) apply to any obligation of a buyer to hold the seller harmless against infringement or the like (§ 47-2-312(3) ).
Acts 1963, ch. 81, § 1 (2-607).
Tenn. Code Ann. § 47-7-205 — TN Code / Title 47 / Chapter 7 / Section 47-7-205
Title under warehouse receipt defeated in certain cases
Status: in_force

A buyer in ordinary course of business of fungible goods sold and delivered by a warehouse that is also in the business of buying and selling such goods takes the goods free of any claim under a warehouse receipt even if the receipt is negotiable and has been duly negotiated. Acts 2008, ch. 814, § 1.
A buyer in ordinary course of business of fungible goods sold and delivered by a warehouse that is also in the business of buying and selling such goods takes the goods free of any claim under a warehouse receipt even if the receipt is negotiable and has been duly negotiated.
Acts 2008, ch. 814, § 1.
Tenn. Code Ann. § 47-25-1504 — TN Code / Title 47 / Chapter 25 / Section 47-25-1504
Termination of franchises - Notice of termination without opportunity to cure
Status: in_force

If, during the period in which the franchise is in effect, any of the following events occurs, which event is relevant to the franchise, immediate notice of termination without an opportunity to cure shall be deemed reasonable: (1) The franchisee or the business to which the franchise relates is declared bankrupt or judicially determined to be insolvent, or all or a substantial part of the assets thereof are assigned to or for the benefit of any creditor, or the franchisee admits inability to pay debts as they come due; (2) The franchisee willfully abandons the franchise by failing to operate the business for five (5) consecutive days during which the franchisee is required to operate the business under the terms of the franchise, or any shorter period after which it is not unreasonable under the facts and circumstances for the franchisor to conclude that the franchisee does not intend to continue to operate the franchise, unless such failure to operate is due to fire, flood, earthquake or other similar causes beyond the franchisee's control; (3) The franchisor and franchisee agree in writing to terminate the franchise; (4) The franchisee makes any material misrepresentations relating to the acquisition of the franchise business; (5) The franchised business or business premises of the franchise are seized, taken over or foreclosed by a government official in the exercise of that official's duties, or seized, taken over, or foreclosed by a creditor, lienholder, or lessor; provided, that a final judgment against the franchisee remains unsatisfied for thirty (30) days (unless a supersedeas or other appeal bond has been filed); or a levy of execution has been made upon the license granted by the franchise agreement or upon any property used in the franchise business, and such levy is not discharged or suspended by accommodation agreement, partial payment agreement, compromise or similar agreement entered within five (5) days of such levy; (6) The franchisee is convicted of a felony or any other criminal misconduct which is relevant to the operation of the franchise; or (7) Failure of the franchisee, on two (2) consecutive occasions, to pass minimum health inspections conducted by any state or federal governmental entity. Acts 1989, ch. 392, § 4.
If, during the period in which the franchise is in effect, any of the following events occurs, which event is relevant to the franchise, immediate notice of termination without an opportunity to cure shall be deemed reasonable:
(1) The franchisee or the business to which the franchise relates is declared bankrupt or judicially determined to be insolvent, or all or a substantial part of the assets thereof are assigned to or for the benefit of any creditor, or the franchisee admits inability to pay debts as they come due;
(2) The franchisee willfully abandons the franchise by failing to operate the business for five (5) consecutive days during which the franchisee is required to operate the business under the terms of the franchise, or any shorter period after which it is not unreasonable under the facts and circumstances for the franchisor to conclude that the franchisee does not intend to continue to operate the franchise, unless such failure to operate is due to fire, flood, earthquake or other similar causes beyond the franchisee's control;
(3) The franchisor and franchisee agree in writing to terminate the franchise;
(4) The franchisee makes any material misrepresentations relating to the acquisition of the franchise business;
(5) The franchised business or business premises of the franchise are seized, taken over or foreclosed by a government official in the exercise of that official's duties, or seized, taken over, or foreclosed by a creditor, lienholder, or lessor; provided, that a final judgment against the franchisee remains unsatisfied for thirty (30) days (unless a supersedeas or other appeal bond has been filed); or a levy of execution has been made upon the license granted by the franchise agreement or upon any property used in the franchise business, and such levy is not discharged or suspended by accommodation agreement, partial payment agreement, compromise or similar agreement entered within five (5) days of such levy;
(6) The franchisee is convicted of a felony or any other criminal misconduct which is relevant to the operation of the franchise; or
(7) Failure of the franchisee, on two (2) consecutive occasions, to pass minimum health inspections conducted by any state or federal governmental entity.
Acts 1989, ch. 392, § 4.
Tenn. Code Ann. § 47-9-206 — TN Code / Title 47 / Chapter 9 / Section 47-9-206
Security interest arising in purchase or delivery of financial asset
Status: in_force

(a) Security interest when person buys through securities intermediary. A security interest in favor of a securities intermediary attaches to a person's security entitlement if: (1) the person buys a financial asset through the securities intermediary in a transaction in which the person is obligated to pay the purchase price to the securities intermediary at the time of the purchase; and (2) the securities intermediary credits the financial asset to the buyer's securities account before the buyer pays the securities intermediary. (b) Security interest secures obligation to pay for financial asset. The security interest described in subsection (a) secures the person's obligation to pay for the financial asset. (c) Security interest in payment against delivery transaction. A security interest in favor of a person that delivers a certificated security or other financial asset represented by a writing attaches to the security or other financial asset if: (1) the security or other financial asset: (A) in the ordinary course of business is transferred by delivery with any necessary endorsement or assignment; and (B) is delivered under an agreement between persons in the business of dealing with such securities or financial assets; and (2) the agreement calls for delivery against payment. (d) Security interest secures obligation to pay for delivery. The security interest described in subsection (c) secures the obligation to make payment for the delivery. Acts 2000, ch. 846, § 1.
(a) Security interest when person buys through securities intermediary. A security interest in favor of a securities intermediary attaches to a person's security entitlement if: (1) the person buys a financial asset through the securities intermediary in a transaction in which the person is obligated to pay the purchase price to the securities intermediary at the time of the purchase; and (2) the securities intermediary credits the financial asset to the buyer's securities account before the buyer pays the securities intermediary.
(1) the person buys a financial asset through the securities intermediary in a transaction in which the person is obligated to pay the purchase price to the securities intermediary at the time of the purchase; and
(2) the securities intermediary credits the financial asset to the buyer's securities account before the buyer pays the securities intermediary.
(b) Security interest secures obligation to pay for financial asset. The security interest described in subsection (a) secures the person's obligation to pay for the financial asset.
(c) Security interest in payment against delivery transaction. A security interest in favor of a person that delivers a certificated security or other financial asset represented by a writing attaches to the security or other financial asset if: (1) the security or other financial asset: (A) in the ordinary course of business is transferred by delivery with any necessary endorsement or assignment; and (B) is delivered under an agreement between persons in the business of dealing with such securities or financial assets; and (2) the agreement calls for delivery against payment.
(1) the security or other financial asset: (A) in the ordinary course of business is transferred by delivery with any necessary endorsement or assignment; and (B) is delivered under an agreement between persons in the business of dealing with such securities or financial assets; and
(A) in the ordinary course of business is transferred by delivery with any necessary endorsement or assignment; and
(B) is delivered under an agreement between persons in the business of dealing with such securities or financial assets; and
(2) the agreement calls for delivery against payment.
(d) Security interest secures obligation to pay for delivery. The security interest described in subsection (c) secures the obligation to make payment for the delivery.
Acts 2000, ch. 846, § 1.
Tenn. Code Ann. § 47-13-101 — TN Code / Title 47 / Chapter 13 / Section 47-13-101
Trustees or assignees for creditors, etc. - Bond - Oath
Status: in_force

Every trustee or assignee to whom property exceeding the value of five hundred dollars ($500) is conveyed in trust for the benefit of creditors, sureties, or other persons, unless by them released, in writing, from the obligations hereinafter prescribed, before entering upon the discharge of such trustee's or assignee's duty, shall give bond, with two (2) or more good and sufficient sureties, or one (1) corporate surety, in an amount equal to the value of the property mentioned in the deed or assignment, payable to the state of Tennessee, conditioned for the faithful performance of all the duties imposed upon the trustee or assignee by law and by the terms of the deed or assignment, and shall take and subscribe, before the person performing the duties of the county clerk of the county in which the trustee or assignee resides, an oath to the effect that the trustee or assignee will: (1) Honestly and faithfully execute and perform all the duties imposed upon such trustee or assignee by law and by the deed or assignment; (2) Cause to be made a full, true, and perfect inventory of the goods, chattels, lands, or other assets, all and singular, contained in the trust deed or assignment which have or may come into the trustee's or assignee's hands or into the hands of any other person for such trustee or assignee; and (3) Return, or cause to be filed in the office of the person performing the duties of the county clerk, a full and true account of all the sales of the effects, and of all moneys received or securities taken. Code 1858, § 1974 (deriv. Acts 1855-1856, ch. 113, §§ 9, 10); Shan., § 3523; Code 1932, § 7773; T.C.A. (orig. ed.), § 47-1501; modified.
Every trustee or assignee to whom property exceeding the value of five hundred dollars ($500) is conveyed in trust for the benefit of creditors, sureties, or other persons, unless by them released, in writing, from the obligations hereinafter prescribed, before entering upon the discharge of such trustee's or assignee's duty, shall give bond, with two (2) or more good and sufficient sureties, or one (1) corporate surety, in an amount equal to the value of the property mentioned in the deed or assignment, payable to the state of Tennessee, conditioned for the faithful performance of all the duties imposed upon the trustee or assignee by law and by the terms of the deed or assignment, and shall take and subscribe, before the person performing the duties of the county clerk of the county in which the trustee or assignee resides, an oath to the effect that the trustee or assignee will:
(1) Honestly and faithfully execute and perform all the duties imposed upon such trustee or assignee by law and by the deed or assignment;
(2) Cause to be made a full, true, and perfect inventory of the goods, chattels, lands, or other assets, all and singular, contained in the trust deed or assignment which have or may come into the trustee's or assignee's hands or into the hands of any other person for such trustee or assignee; and
(3) Return, or cause to be filed in the office of the person performing the duties of the county clerk, a full and true account of all the sales of the effects, and of all moneys received or securities taken.
Code 1858, § 1974 (deriv. Acts 1855-1856, ch. 113, §§ 9, 10); Shan., § 3523; Code 1932, § 7773; T.C.A. (orig. ed.), § 47-1501; modified.
Tenn. Code Ann. § 47-18-4906 — TN Code / Title 47 / Chapter 18 / Section 47-18-4906
Duties of division of consumer affairs
Status: in_force

The division of consumer affairs in the office of the attorney general and reporter shall enforce this part. The division shall: (1) Establish a means by which a consumer can submit a complaint for a violation of this part; and (2) Promulgate rules to effectuate this part. The rules must be promulgated in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5. Added by 2023 Tenn. Acts, ch. 324, s 1, eff. 7/1/2023.
The division of consumer affairs in the office of the attorney general and reporter shall enforce this part. The division shall:
(1) Establish a means by which a consumer can submit a complaint for a violation of this part; and
(2) Promulgate rules to effectuate this part. The rules must be promulgated in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5.
Added by 2023 Tenn. Acts, ch. 324, s 1, eff. 7/1/2023.
Tenn. Code Ann. § 47-7-506 — TN Code / Title 47 / Chapter 7 / Section 47-7-506
Delivery without indorsement - Right to compel indorsement
Status: in_force

The transferee of a negotiable tangible document of title has a specifically enforceable right to have its transferor supply any necessary indorsement, but the transfer becomes a negotiation only as of the time the indorsement is supplied. Acts 2008, ch. 814, § 1.
The transferee of a negotiable tangible document of title has a specifically enforceable right to have its transferor supply any necessary indorsement, but the transfer becomes a negotiation only as of the time the indorsement is supplied.
Acts 2008, ch. 814, § 1.
Tenn. Code Ann. § 47-3-312 — TN Code / Title 47 / Chapter 3 / Section 47-3-312
Lost, destroyed, or stolen cashier's check, teller's check, or certified check
Status: in_force

(a) In this section: (1) "Check" means a cashier's check, teller's check, or certified check. (2) "Claimant" means a person who claims the right to receive the amount of a cashier's check, teller's check, or certified check that was lost, destroyed, or stolen. (3) "Declaration of loss" means a written statement, made under penalty of perjury, to the effect that (i) the declarer lost possession of a check, (ii) the declarer is the drawer or payee of the check, in the case of a certified check, or the remitter or payee of the check, in the case of a cashier's check or teller's check, (iii) the loss of possession was not the result of a transfer by the declarer or a lawful seizure, and (iv) the declarer cannot reasonably obtain possession of the check because the check was destroyed, its whereabouts cannot be determined, or it is in the wrongful possession of an unknown person or a person that cannot be found or is not amenable to service of process. (4) "Obligated bank" means the issuer of a cashier's check or teller's check or the acceptor of a certified check. (b) A claimant may assert a claim to the amount of a check by a communication to the obligated bank describing the check with reasonable certainty and requesting payment of the amount of the check, if (i) the claimant is the drawer or payee of a certified check or the remitter or payee of a cashier's check or teller's check, (ii) the communication contains or is accompanied by a declaration of loss of the claimant with respect to the check, (iii) the communication is received at a time and in a manner affording the bank a reasonable time to act on it before the check is paid, and (iv) the claimant provides reasonable identification if requested by the obligated bank. Delivery of a declaration of loss is a warranty of the truth of the statements made in the declaration. If a claim is asserted in compliance with this subsection, the following rules apply: (1) The claim becomes enforceable at the later of (i) the time the claim is asserted, or (ii) the 90th day following the date of the check, in the case of a cashier's check or teller's check, or the 90th day following the date of the acceptance, in the case of a certified check. (2) Until the claim becomes enforceable, it has no legal effect and the obligated bank may pay the check or, in the case of a teller's check, may permit the drawee to pay the check. Payment to a person entitled to enforce the check discharges all liability of the obligated bank with respect to the check. (3) If the claim becomes enforceable before the check is presented for payment, the obligated bank is not obliged to pay the check. (4) When the claim becomes enforceable, the obligated bank becomes obliged to pay the amount of the check to the claimant if payment of the check has not been made to a person entitled to enforce the check. Subject to § 47-4-302(a) (1) , payment to the claimant discharges all liability of the obligated bank with respect to the check. (c) If the obligated bank pays the amount of a check to a claimant under subsection (b) (4) and the check is presented for payment by a person having rights of a holder in due course, the claimant is obliged to (i) refund the payment to the obligated bank if the check is paid, or (ii) pay the amount of the check to the person having rights of a holder in due course if the check is dishonored. (d) If a claimant has the right to assert a claim under subsection (b) and is also a person entitled to enforce a cashier's check, teller's check, or certified check which is lost, destroyed, or stolen, the claimant may assert rights with respect to the check either under this section or § 47-3-309 . Acts 1995, ch. 397, § 2.
(a) In this section: (1) "Check" means a cashier's check, teller's check, or certified check. (2) "Claimant" means a person who claims the right to receive the amount of a cashier's check, teller's check, or certified check that was lost, destroyed, or stolen. (3) "Declaration of loss" means a written statement, made under penalty of perjury, to the effect that (i) the declarer lost possession of a check, (ii) the declarer is the drawer or payee of the check, in the case of a certified check, or the remitter or payee of the check, in the case of a cashier's check or teller's check, (iii) the loss of possession was not the result of a transfer by the declarer or a lawful seizure, and (iv) the declarer cannot reasonably obtain possession of the check because the check was destroyed, its whereabouts cannot be determined, or it is in the wrongful possession of an unknown person or a person that cannot be found or is not amenable to service of process. (4) "Obligated bank" means the issuer of a cashier's check or teller's check or the acceptor of a certified check.
(1) "Check" means a cashier's check, teller's check, or certified check.
(2) "Claimant" means a person who claims the right to receive the amount of a cashier's check, teller's check, or certified check that was lost, destroyed, or stolen.
(3) "Declaration of loss" means a written statement, made under penalty of perjury, to the effect that (i) the declarer lost possession of a check, (ii) the declarer is the drawer or payee of the check, in the case of a certified check, or the remitter or payee of the check, in the case of a cashier's check or teller's check, (iii) the loss of possession was not the result of a transfer by the declarer or a lawful seizure, and (iv) the declarer cannot reasonably obtain possession of the check because the check was destroyed, its whereabouts cannot be determined, or it is in the wrongful possession of an unknown person or a person that cannot be found or is not amenable to service of process.
(4) "Obligated bank" means the issuer of a cashier's check or teller's check or the acceptor of a certified check.
(b) A claimant may assert a claim to the amount of a check by a communication to the obligated bank describing the check with reasonable certainty and requesting payment of the amount of the check, if (i) the claimant is the drawer or payee of a certified check or the remitter or payee of a cashier's check or teller's check, (ii) the communication contains or is accompanied by a declaration of loss of the claimant with respect to the check, (iii) the communication is received at a time and in a manner affording the bank a reasonable time to act on it before the check is paid, and (iv) the claimant provides reasonable identification if requested by the obligated bank. Delivery of a declaration of loss is a warranty of the truth of the statements made in the declaration. If a claim is asserted in compliance with this subsection, the following rules apply: (1) The claim becomes enforceable at the later of (i) the time the claim is asserted, or (ii) the 90th day following the date of the check, in the case of a cashier's check or teller's check, or the 90th day following the date of the acceptance, in the case of a certified check. (2) Until the claim becomes enforceable, it has no legal effect and the obligated bank may pay the check or, in the case of a teller's check, may permit the drawee to pay the check. Payment to a person entitled to enforce the check discharges all liability of the obligated bank with respect to the check. (3) If the claim becomes enforceable before the check is presented for payment, the obligated bank is not obliged to pay the check. (4) When the claim becomes enforceable, the obligated bank becomes obliged to pay the amount of the check to the claimant if payment of the check has not been made to a person entitled to enforce the check. Subject to § 47-4-302(a) (1) , payment to the claimant discharges all liability of the obligated bank with respect to the check.
(1) The claim becomes enforceable at the later of (i) the time the claim is asserted, or (ii) the 90th day following the date of the check, in the case of a cashier's check or teller's check, or the 90th day following the date of the acceptance, in the case of a certified check.
(2) Until the claim becomes enforceable, it has no legal effect and the obligated bank may pay the check or, in the case of a teller's check, may permit the drawee to pay the check. Payment to a person entitled to enforce the check discharges all liability of the obligated bank with respect to the check.
(3) If the claim becomes enforceable before the check is presented for payment, the obligated bank is not obliged to pay the check.
(4) When the claim becomes enforceable, the obligated bank becomes obliged to pay the amount of the check to the claimant if payment of the check has not been made to a person entitled to enforce the check. Subject to § 47-4-302(a) (1) , payment to the claimant discharges all liability of the obligated bank with respect to the check.
(c) If the obligated bank pays the amount of a check to a claimant under subsection (b) (4) and the check is presented for payment by a person having rights of a holder in due course, the claimant is obliged to (i) refund the payment to the obligated bank if the check is paid, or (ii) pay the amount of the check to the person having rights of a holder in due course if the check is dishonored.
(d) If a claimant has the right to assert a claim under subsection (b) and is also a person entitled to enforce a cashier's check, teller's check, or certified check which is lost, destroyed, or stolen, the claimant may assert rights with respect to the check either under this section or § 47-3-309 .
Acts 1995, ch. 397, § 2.
Tenn. Code Ann. § 47-18-318 — TN Code / Title 47 / Chapter 18 / Section 47-18-318
Surety bond - Applicability - Filing of audited financial statement
Status: in_force

(a) In order to provide a degree of protection to members of health clubs, each health club shall post a bond in an amount of twenty-five thousand dollars ($25,000) for each location doing business in this state. The bond shall be made with a bond issued by a corporate surety authorized to do business in this state. (b) The bond shall be maintained for two (2) years following the date on which the health club location ceases to conduct business in this state. (c) In an action brought by the attorney general and reporter pursuant to part 1 of this chapter, the attorney general and reporter shall have the right to request that the total amount of the bond posted by the health club be awarded to the state for consumer restitution. Any person who has entered into a health club agreement that is not fulfilled by the operator may make a claim against the bond. (d) This section shall not apply to any health club or health club operator that has, for at least seven (7) consecutive years, operated under substantially the same ownership and control. Any health club claiming the exemption pursuant to this subsection (d) shall maintain documentation as of January 1 of each year in which the exemption is claimed demonstrating the required period of ownership. Such proof shall be retained for a period of at least five (5) years from the end of the year in which the exemption is claimed. This documentation shall be made available for examination upon request of any law enforcement agency or the attorney general. A refusal to provide such documentation shall constitute a violation of this part. (e) (1) In lieu of the surety bond required in this section, a health club may maintain on file a current audited financial statement prepared by a certified public accountant licensed in this state that demonstrates that either the health club or the health club operator has a financial net worth of at least ten million dollars ($10,000,000) available to satisfy any claims. (2) Any health club claiming the exemption pursuant to this subsection (e) shall maintain documentation as of January 1 of each year in which the exemption is claimed demonstrating at least ten million dollars ($10,000,000) available to satisfy any claims. Such proof shall be retained for a period of at least five (5) years from the end of the year in which the exemption is claimed. This documentation shall be made available for examination upon request of any law enforcement agency or the attorney general. A refusal to provide such documentation shall constitute a violation of this part. Amended by 2019 Tenn. Acts, ch. 459,s 18, eff. 9/30/2019. Amended by 2016 Tenn. Acts, ch. 858,s 15, eff. 7/1/2016. Amended by 2015 Tenn. Acts, ch. 339,s 20, eff. 7/1/2015. Acts 2008, ch. 1107, § 1; 2009, ch. 229, § 1; T.C.A., § 47-18-321 .
(a) In order to provide a degree of protection to members of health clubs, each health club shall post a bond in an amount of twenty-five thousand dollars ($25,000) for each location doing business in this state. The bond shall be made with a bond issued by a corporate surety authorized to do business in this state.
(b) The bond shall be maintained for two (2) years following the date on which the health club location ceases to conduct business in this state.
(c) In an action brought by the attorney general and reporter pursuant to part 1 of this chapter, the attorney general and reporter shall have the right to request that the total amount of the bond posted by the health club be awarded to the state for consumer restitution. Any person who has entered into a health club agreement that is not fulfilled by the operator may make a claim against the bond.
(d) This section shall not apply to any health club or health club operator that has, for at least seven (7) consecutive years, operated under substantially the same ownership and control. Any health club claiming the exemption pursuant to this subsection (d) shall maintain documentation as of January 1 of each year in which the exemption is claimed demonstrating the required period of ownership. Such proof shall be retained for a period of at least five (5) years from the end of the year in which the exemption is claimed. This documentation shall be made available for examination upon request of any law enforcement agency or the attorney general. A refusal to provide such documentation shall constitute a violation of this part.
(e) (1) In lieu of the surety bond required in this section, a health club may maintain on file a current audited financial statement prepared by a certified public accountant licensed in this state that demonstrates that either the health club or the health club operator has a financial net worth of at least ten million dollars ($10,000,000) available to satisfy any claims. (2) Any health club claiming the exemption pursuant to this subsection (e) shall maintain documentation as of January 1 of each year in which the exemption is claimed demonstrating at least ten million dollars ($10,000,000) available to satisfy any claims. Such proof shall be retained for a period of at least five (5) years from the end of the year in which the exemption is claimed. This documentation shall be made available for examination upon request of any law enforcement agency or the attorney general. A refusal to provide such documentation shall constitute a violation of this part.
(1) In lieu of the surety bond required in this section, a health club may maintain on file a current audited financial statement prepared by a certified public accountant licensed in this state that demonstrates that either the health club or the health club operator has a financial net worth of at least ten million dollars ($10,000,000) available to satisfy any claims.
(2) Any health club claiming the exemption pursuant to this subsection (e) shall maintain documentation as of January 1 of each year in which the exemption is claimed demonstrating at least ten million dollars ($10,000,000) available to satisfy any claims. Such proof shall be retained for a period of at least five (5) years from the end of the year in which the exemption is claimed. This documentation shall be made available for examination upon request of any law enforcement agency or the attorney general. A refusal to provide such documentation shall constitute a violation of this part.
Amended by 2019 Tenn. Acts, ch. 459,s 18, eff. 9/30/2019.
Amended by 2016 Tenn. Acts, ch. 858,s 15, eff. 7/1/2016.
Amended by 2015 Tenn. Acts, ch. 339,s 20, eff. 7/1/2015.
Acts 2008, ch. 1107, § 1; 2009, ch. 229, § 1; T.C.A., § 47-18-321 .
Tenn. Code Ann. § 47-25-1101 — TN Code / Title 47 / Chapter 25 / Section 47-25-1101
Short title
Status: in_force

This part shall be known and may be cited as the "Ensuring Likeness, Voice, and Image Security Act of 2024." Amended by 2024 Tenn. Acts, ch. 588,s 1, eff. 7/1/2024. Acts 1984, ch. 945, § 1.
This part shall be known and may be cited as the "Ensuring Likeness, Voice, and Image Security Act of 2024."
Amended by 2024 Tenn. Acts, ch. 588,s 1, eff. 7/1/2024.
Acts 1984, ch. 945, § 1.
Tenn. Code Ann. § 47-2a-202 — TN Code / Title 47 / Chapter 2a / Section 47-2a-202
2024 Tennessee Code Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT (§§ 47-2A-201 — 47-2A-221) Section 47-2A-202 - Final written expression: parol or extrinsic evidence
Status: in_force

Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented: (a) by course of dealing or usage of trade or by course of performance; and (b) by evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement. Acts 1993, ch. 398, § 1.
Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented:
(a) by course of dealing or usage of trade or by course of performance; and
(b) by evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement.
Acts 1993, ch. 398, § 1.
Tenn. Code Ann. § 47-18-1609 — TN Code / Title 47 / Chapter 18 / Section 47-18-1609
[Renumbered]
Status: repealed

Added by 2016 Tenn. Acts, ch. 978, s 1, eff. 7/1/2016.
Tenn. Code Ann. § 47-2-714 — TN Code / Title 47 / Chapter 2 / Section 47-2-714
Buyer's damages for breach in regard to accepted goods
Status: in_force

(1) Where the buyer has accepted goods and given notification (§ 47-2-607(3) ) he may recover as damages for any nonconformity of tender the loss resulting in the ordinary course of events from the seller's breach as determined in any manner which is reasonable. (2) The measure of damages for breach of warranty is the difference at the time and place of acceptance between the value of the goods accepted and the value they would have had if they had been as warranted, unless special circumstances show proximate damages of a different amount. (3) In a proper case any incidental and consequential damages under the next section may also be recovered. Acts 1963, ch. 81, § 1 (2-714).
(1) Where the buyer has accepted goods and given notification (§ 47-2-607(3) ) he may recover as damages for any nonconformity of tender the loss resulting in the ordinary course of events from the seller's breach as determined in any manner which is reasonable.
(2) The measure of damages for breach of warranty is the difference at the time and place of acceptance between the value of the goods accepted and the value they would have had if they had been as warranted, unless special circumstances show proximate damages of a different amount.
(3) In a proper case any incidental and consequential damages under the next section may also be recovered.
Acts 1963, ch. 81, § 1 (2-714).
Tenn. Code Ann. § 47-18-503 — TN Code / Title 47 / Chapter 18 / Section 47-18-503
Contracts - Notice of right to cancel
Status: in_force

(a) A fully completed copy of every contract shall be delivered to the member at the time the contract is signed. Every contract shall constitute the entire agreement between seller and member, shall be in writing, shall be signed by the member, shall designate the date on which the member signed the contract and shall state, clearly and conspicuously in boldface type of a minimum size of fourteen (14) points, in immediate proximity to the space reserved for the signature of the buyer, the following: MEMBER'S RIGHT TO CANCEL If you wish to cancel this contract, you may cancel by delivering or mailing a written notice to the company. Certified mail would provide greater protection than first class mail, but is not necessary. If you deliver the notice personally, you are entitled to a receipt. Your notice must make known that you do not wish to be bound by the contract. If the notice is delivered or mailed before twelve o'clock midnight (12:00) of the third business day after you sign this contract, you are entitled to a refund of the entire consideration paid for the contract. The notice must be delivered or mailed to (insert name and mailing address of company). If you cancel, the club is required to return, within fourteen (14) days of the date on which you give notice of cancellation, any payments you have made. (b) Until the buying club has complied with this section, the member may cancel the contract by notifying the buying club, in any manner and by any means, of the member's intention to cancel and the member is then entitled to a refund of the entire consideration paid for the contract. Acts 1986, ch. 863, § 1.
(a) A fully completed copy of every contract shall be delivered to the member at the time the contract is signed. Every contract shall constitute the entire agreement between seller and member, shall be in writing, shall be signed by the member, shall designate the date on which the member signed the contract and shall state, clearly and conspicuously in boldface type of a minimum size of fourteen (14) points, in immediate proximity to the space reserved for the signature of the buyer, the following: MEMBER'S RIGHT TO CANCEL If you wish to cancel this contract, you may cancel by delivering or mailing a written notice to the company. Certified mail would provide greater protection than first class mail, but is not necessary. If you deliver the notice personally, you are entitled to a receipt. Your notice must make known that you do not wish to be bound by the contract. If the notice is delivered or mailed before twelve o'clock midnight (12:00) of the third business day after you sign this contract, you are entitled to a refund of the entire consideration paid for the contract. The notice must be delivered or mailed to (insert name and mailing address of company). If you cancel, the club is required to return, within fourteen (14) days of the date on which you give notice of cancellation, any payments you have made.
MEMBER'S RIGHT TO CANCEL
If you wish to cancel this contract, you may cancel by delivering or mailing a written notice to the company. Certified mail would provide greater protection than first class mail, but is not necessary. If you deliver the notice personally, you are entitled to a receipt. Your notice must make known that you do not wish to be bound by the contract. If the notice is delivered or mailed before twelve o'clock midnight (12:00) of the third business day after you sign this contract, you are entitled to a refund of the entire consideration paid for the contract. The notice must be delivered or mailed to (insert name and mailing address of company). If you cancel, the club is required to return, within fourteen (14) days of the date on which you give notice of cancellation, any payments you have made.
(b) Until the buying club has complied with this section, the member may cancel the contract by notifying the buying club, in any manner and by any means, of the member's intention to cancel and the member is then entitled to a refund of the entire consideration paid for the contract.
Acts 1986, ch. 863, § 1.
Tenn. Code Ann. § 47-25-505 — TN Code / Title 47 / Chapter 25 / Section 47-25-505
Certificate of registration
Status: in_force

(a) (1) Upon compliance by the applicant with the requirements of this part, the secretary shall cause a certificate of registration to be issued and delivered to the applicant. (2) The certificate of registration shall be issued under the signature of the secretary and the seal of the state, and it shall show: (A) The name and business address and, if a corporation, the state of incorporation, or if a partnership, the state in which the partnership is organized and the names of the general partners, as specified by the secretary, of the person claiming ownership of the mark; (B) The date claimed for the first use of the mark anywhere and the date claimed for the first use of the mark in this state; (C) The class of goods or services and a description of the goods or services on or in connection with which the mark is used; (D) A reproduction of the mark; and (E) The registration date and the term of the registration. (b) Any certificate of registration issued by the secretary under this section or a copy thereof duly certified by the secretary shall be admissible in evidence as competent and sufficient proof of the registration of such mark in any actions or judicial proceedings in any court of this state. Acts 1982, ch. 698, § 5; T.C.A., §§ 69-533, 47-25-425, 47-25-504; Acts 2000, ch. 671, § 1.
(a) (1) Upon compliance by the applicant with the requirements of this part, the secretary shall cause a certificate of registration to be issued and delivered to the applicant. (2) The certificate of registration shall be issued under the signature of the secretary and the seal of the state, and it shall show: (A) The name and business address and, if a corporation, the state of incorporation, or if a partnership, the state in which the partnership is organized and the names of the general partners, as specified by the secretary, of the person claiming ownership of the mark; (B) The date claimed for the first use of the mark anywhere and the date claimed for the first use of the mark in this state; (C) The class of goods or services and a description of the goods or services on or in connection with which the mark is used; (D) A reproduction of the mark; and (E) The registration date and the term of the registration.
(1) Upon compliance by the applicant with the requirements of this part, the secretary shall cause a certificate of registration to be issued and delivered to the applicant.
(2) The certificate of registration shall be issued under the signature of the secretary and the seal of the state, and it shall show: (A) The name and business address and, if a corporation, the state of incorporation, or if a partnership, the state in which the partnership is organized and the names of the general partners, as specified by the secretary, of the person claiming ownership of the mark; (B) The date claimed for the first use of the mark anywhere and the date claimed for the first use of the mark in this state; (C) The class of goods or services and a description of the goods or services on or in connection with which the mark is used; (D) A reproduction of the mark; and (E) The registration date and the term of the registration.
(A) The name and business address and, if a corporation, the state of incorporation, or if a partnership, the state in which the partnership is organized and the names of the general partners, as specified by the secretary, of the person claiming ownership of the mark;
(B) The date claimed for the first use of the mark anywhere and the date claimed for the first use of the mark in this state;
(C) The class of goods or services and a description of the goods or services on or in connection with which the mark is used;
(D) A reproduction of the mark; and
(E) The registration date and the term of the registration.
(b) Any certificate of registration issued by the secretary under this section or a copy thereof duly certified by the secretary shall be admissible in evidence as competent and sufficient proof of the registration of such mark in any actions or judicial proceedings in any court of this state.
Acts 1982, ch. 698, § 5; T.C.A., §§ 69-533, 47-25-425, 47-25-504; Acts 2000, ch. 671, § 1.
Tenn. Code Ann. § 47-2-325 — TN Code / Title 47 / Chapter 2 / Section 47-2-325
"Letter of credit" term - "Confirmed credit."
Status: in_force

(1) Failure of the buyer seasonably to furnish an agreed letter of credit is a breach of the contract for sale. (2) The delivery to seller of a proper letter of credit suspends the buyer's obligation to pay. If the letter of credit is dishonored, the seller may on seasonable notification to the buyer require payment directly from him. (3) Unless otherwise agreed the term "letter of credit" or "banker's credit" in a contract for sale means an irrevocable credit issued by a financing agency of good repute and, where the shipment is overseas, of good international repute. The term "confirmed credit" means that the credit must also carry the direct obligation of such an agency which does business in the seller's financial market. Acts 1963, ch. 81, § 1 (2-325).
(1) Failure of the buyer seasonably to furnish an agreed letter of credit is a breach of the contract for sale.
(2) The delivery to seller of a proper letter of credit suspends the buyer's obligation to pay. If the letter of credit is dishonored, the seller may on seasonable notification to the buyer require payment directly from him.
(3) Unless otherwise agreed the term "letter of credit" or "banker's credit" in a contract for sale means an irrevocable credit issued by a financing agency of good repute and, where the shipment is overseas, of good international repute. The term "confirmed credit" means that the credit must also carry the direct obligation of such an agency which does business in the seller's financial market.
Acts 1963, ch. 81, § 1 (2-325).
Tenn. Code Ann. § 47-25-1302 — TN Code / Title 47 / Chapter 25 / Section 47-25-1302
Retail agreement modifications for good cause
Status: in_force

(a) No supplier, directly or through an officer, agent or employee, may terminate, cancel, fail to renew or substantially change the competitive circumstances of a retail agreement without good cause. "Good cause" means failure by a retailer to comply with requirements imposed upon the retailer by the retail agreement if such requirements are not different from those imposed on other retailers similarly situated in this state. In addition, good cause exists whenever: (1) There has been a closeout on the sale of a substantial part of the retailer's assets related to the equipment business, or there has been a commencement of a dissolution or liquidation of the retailer; (2) The retailer has changed its principal place of business or added additional locations without prior approval of the supplier, which shall not be unreasonably withheld; (3) The retailer has substantially defaulted under a chattel mortgage or other security agreement between the retailer and the supplier, or there has been a revocation or discontinuance of a guarantee of a present or future obligation of the retailer to the supplier; (4) The equipment retailer has failed to operate in the normal course of business for seven (7) consecutive days or has otherwise abandoned the business; (5) The retailer has pleaded guilty to or has been convicted of a felony affecting the relationship between the retailer and the supplier; or (6) The retailer transfers an interest in the dealership, or a person with a substantial interest in the ownership or control of the dealership, including an individual proprietor, partner or major shareholder, withdraws from the dealership or dies, or a substantial reduction occurs in the interest of a partner or major shareholder in the dealership. However, good cause does not exist if the supplier consents to an action described in this subsection (a). (b) Except as otherwise provided herein, a supplier shall provide a retailer with at least ninety (90) days' written notice of termination, cancellation or nonrenewal of the retail agreement and a sixty-day right to cure the deficiency. If the deficiency is cured within the allotted time, the notice is void. In the case where cancellation is enacted due to market penetration, a reasonable period of time shall have existed where the supplier has worked with the dealer to gain the desired market share. The notice shall state all reasons constituting good cause for action. The notice is not required if the reason for termination, cancellation or nonrenewal is a violation under subsection (a). Acts 1999, ch. 193, § 3.
(a) No supplier, directly or through an officer, agent or employee, may terminate, cancel, fail to renew or substantially change the competitive circumstances of a retail agreement without good cause. "Good cause" means failure by a retailer to comply with requirements imposed upon the retailer by the retail agreement if such requirements are not different from those imposed on other retailers similarly situated in this state. In addition, good cause exists whenever: (1) There has been a closeout on the sale of a substantial part of the retailer's assets related to the equipment business, or there has been a commencement of a dissolution or liquidation of the retailer; (2) The retailer has changed its principal place of business or added additional locations without prior approval of the supplier, which shall not be unreasonably withheld; (3) The retailer has substantially defaulted under a chattel mortgage or other security agreement between the retailer and the supplier, or there has been a revocation or discontinuance of a guarantee of a present or future obligation of the retailer to the supplier; (4) The equipment retailer has failed to operate in the normal course of business for seven (7) consecutive days or has otherwise abandoned the business; (5) The retailer has pleaded guilty to or has been convicted of a felony affecting the relationship between the retailer and the supplier; or (6) The retailer transfers an interest in the dealership, or a person with a substantial interest in the ownership or control of the dealership, including an individual proprietor, partner or major shareholder, withdraws from the dealership or dies, or a substantial reduction occurs in the interest of a partner or major shareholder in the dealership. However, good cause does not exist if the supplier consents to an action described in this subsection (a).
(1) There has been a closeout on the sale of a substantial part of the retailer's assets related to the equipment business, or there has been a commencement of a dissolution or liquidation of the retailer;
(2) The retailer has changed its principal place of business or added additional locations without prior approval of the supplier, which shall not be unreasonably withheld;
(3) The retailer has substantially defaulted under a chattel mortgage or other security agreement between the retailer and the supplier, or there has been a revocation or discontinuance of a guarantee of a present or future obligation of the retailer to the supplier;
(4) The equipment retailer has failed to operate in the normal course of business for seven (7) consecutive days or has otherwise abandoned the business;
(5) The retailer has pleaded guilty to or has been convicted of a felony affecting the relationship between the retailer and the supplier; or
(6) The retailer transfers an interest in the dealership, or a person with a substantial interest in the ownership or control of the dealership, including an individual proprietor, partner or major shareholder, withdraws from the dealership or dies, or a substantial reduction occurs in the interest of a partner or major shareholder in the dealership. However, good cause does not exist if the supplier consents to an action described in this subsection (a).
(b) Except as otherwise provided herein, a supplier shall provide a retailer with at least ninety (90) days' written notice of termination, cancellation or nonrenewal of the retail agreement and a sixty-day right to cure the deficiency. If the deficiency is cured within the allotted time, the notice is void. In the case where cancellation is enacted due to market penetration, a reasonable period of time shall have existed where the supplier has worked with the dealer to gain the desired market share. The notice shall state all reasons constituting good cause for action. The notice is not required if the reason for termination, cancellation or nonrenewal is a violation under subsection (a).
Acts 1999, ch. 193, § 3.
Tenn. Code Ann. § 47-2-324 — TN Code / Title 47 / Chapter 2 / Section 47-2-324
"No arrival, no sale" term
Status: in_force

Under a term "no arrival, no sale" or terms of like meaning, unless otherwise agreed: (a) the seller must properly ship conforming goods and if they arrive by any means he must tender them on arrival but he assumes no obligation that the goods will arrive unless he has caused the nonarrival; and (b) where without fault of the seller the goods are in part lost or have so deteriorated as no longer to conform to the contract or arrive after the contract time, the buyer may proceed as if there had been casualty to identified goods (§ 47-2-613 ). Acts 1963, ch. 81, § 1 (2-324).
Under a term "no arrival, no sale" or terms of like meaning, unless otherwise agreed:
(a) the seller must properly ship conforming goods and if they arrive by any means he must tender them on arrival but he assumes no obligation that the goods will arrive unless he has caused the nonarrival; and
(b) where without fault of the seller the goods are in part lost or have so deteriorated as no longer to conform to the contract or arrive after the contract time, the buyer may proceed as if there had been casualty to identified goods (§ 47-2-613 ).
Acts 1963, ch. 81, § 1 (2-324).
Tenn. Code Ann. § 47-9-607 — TN Code / Title 47 / Chapter 9 / Section 47-9-607
Collection and enforcement by secured party
Status: in_force

(a) Collection and enforcement generally. If so agreed, and in any event after default, a secured party: (1) May notify an account debtor or other person obligated on collateral to make payment or otherwise render performance to or for the benefit of the secured party; (2) May take any proceeds to which the secured party is entitled under § 47-9-315 ; (3) May enforce the obligations of an account debtor or other person obligated on collateral and exercise the rights of the debtor with respect to the obligation of the account debtor or other person obligated on collateral to make payment or otherwise render performance to the debtor, and with respect to any property that secures the obligations of the account debtor or other person obligated on the collateral; (4) If it holds a security interest in a deposit account perfected by control under § 47-9-104(a)(1) , may apply the balance of the deposit account to the obligation secured by the deposit account; and (5) If it holds a security interest in a deposit account perfected by control under § 47-9-104(a)(2) or (3) , may instruct the bank to pay the balance of the deposit account to or for the benefit of the secured party. (b) Nonjudicial enforcement of mortgage. If necessary to enable a secured party to exercise under subdivision (a)(3) the right of a debtor to enforce a mortgage nonjudicially, the secured party may record in the office in which a record of the mortgage is recorded: (1) A copy of the security agreement that creates or provides for a security interest in the obligation secured by the mortgage; and (2) The secured party's sworn affidavit in recordable form stating that: (A) A default has occurred with respect to the obligation secured by the mortgage; and (B) The secured party is entitled to enforce the mortgage nonjudicially. (c) Commercially reasonable collection and enforcement. A secured party shall proceed in a commercially reasonable manner if the secured party: (1) Undertakes to collect from or enforce an obligation of an account debtor or other person obligated on collateral; and (2) Is entitled to charge back uncollected collateral or otherwise to full or limited recourse against the debtor or a secondary obligor. (d) Expenses of collection and enforcement. A secured party may deduct from the collections made pursuant to subsection (c) reasonable expenses of collection and enforcement, including reasonable attorney's fees and legal expenses incurred by the secured party. (e) Duties to secured party not affected. This section does not determine whether an account debtor, bank, or other person obligated on collateral owes a duty to a secured party. Acts 2000, ch. 846, § 1; 2012, ch. 708, § 19.
(a) Collection and enforcement generally. If so agreed, and in any event after default, a secured party: (1) May notify an account debtor or other person obligated on collateral to make payment or otherwise render performance to or for the benefit of the secured party; (2) May take any proceeds to which the secured party is entitled under § 47-9-315 ; (3) May enforce the obligations of an account debtor or other person obligated on collateral and exercise the rights of the debtor with respect to the obligation of the account debtor or other person obligated on collateral to make payment or otherwise render performance to the debtor, and with respect to any property that secures the obligations of the account debtor or other person obligated on the collateral; (4) If it holds a security interest in a deposit account perfected by control under § 47-9-104(a)(1) , may apply the balance of the deposit account to the obligation secured by the deposit account; and (5) If it holds a security interest in a deposit account perfected by control under § 47-9-104(a)(2) or (3) , may instruct the bank to pay the balance of the deposit account to or for the benefit of the secured party.
(1) May notify an account debtor or other person obligated on collateral to make payment or otherwise render performance to or for the benefit of the secured party;
(2) May take any proceeds to which the secured party is entitled under § 47-9-315 ;
(3) May enforce the obligations of an account debtor or other person obligated on collateral and exercise the rights of the debtor with respect to the obligation of the account debtor or other person obligated on collateral to make payment or otherwise render performance to the debtor, and with respect to any property that secures the obligations of the account debtor or other person obligated on the collateral;
(4) If it holds a security interest in a deposit account perfected by control under § 47-9-104(a)(1) , may apply the balance of the deposit account to the obligation secured by the deposit account; and
(5) If it holds a security interest in a deposit account perfected by control under § 47-9-104(a)(2) or (3) , may instruct the bank to pay the balance of the deposit account to or for the benefit of the secured party.
(b) Nonjudicial enforcement of mortgage. If necessary to enable a secured party to exercise under subdivision (a)(3) the right of a debtor to enforce a mortgage nonjudicially, the secured party may record in the office in which a record of the mortgage is recorded: (1) A copy of the security agreement that creates or provides for a security interest in the obligation secured by the mortgage; and (2) The secured party's sworn affidavit in recordable form stating that: (A) A default has occurred with respect to the obligation secured by the mortgage; and (B) The secured party is entitled to enforce the mortgage nonjudicially.
(1) A copy of the security agreement that creates or provides for a security interest in the obligation secured by the mortgage; and
(2) The secured party's sworn affidavit in recordable form stating that: (A) A default has occurred with respect to the obligation secured by the mortgage; and (B) The secured party is entitled to enforce the mortgage nonjudicially.
(A) A default has occurred with respect to the obligation secured by the mortgage; and
(B) The secured party is entitled to enforce the mortgage nonjudicially.
(c) Commercially reasonable collection and enforcement. A secured party shall proceed in a commercially reasonable manner if the secured party: (1) Undertakes to collect from or enforce an obligation of an account debtor or other person obligated on collateral; and (2) Is entitled to charge back uncollected collateral or otherwise to full or limited recourse against the debtor or a secondary obligor.
(1) Undertakes to collect from or enforce an obligation of an account debtor or other person obligated on collateral; and
(2) Is entitled to charge back uncollected collateral or otherwise to full or limited recourse against the debtor or a secondary obligor.
(d) Expenses of collection and enforcement. A secured party may deduct from the collections made pursuant to subsection (c) reasonable expenses of collection and enforcement, including reasonable attorney's fees and legal expenses incurred by the secured party.
(e) Duties to secured party not affected. This section does not determine whether an account debtor, bank, or other person obligated on collateral owes a duty to a secured party.
Acts 2000, ch. 846, § 1; 2012, ch. 708, § 19.
Tenn. Code Ann. § 47-9-340 — TN Code / Title 47 / Chapter 9 / Section 47-9-340
Effectiveness of right of recoupment or set-off against deposit account
Status: in_force

(a) Exercise of recoupment or set-off. Except as otherwise provided in subsection (c), a bank with which a deposit account is maintained may exercise any right of recoupment or set-off against a secured party that holds a security interest in the deposit account. (b) Recoupment or set-off not affected by security interest. Except as otherwise provided in subsection (c), the application of this chapter to a security interest in a deposit account does not affect a right of recoupment or set-off of the secured party as to a deposit account maintained with the secured party. (c) When set-off ineffective. The exercise by a bank of a set-off against a deposit account is ineffective against a secured party that holds a security interest in the deposit account which is perfected by control under § 47-9-104(a)(3) , if the set-off is based on a claim against the debtor. Acts 2000, ch. 846, § 1.
(a) Exercise of recoupment or set-off. Except as otherwise provided in subsection (c), a bank with which a deposit account is maintained may exercise any right of recoupment or set-off against a secured party that holds a security interest in the deposit account.
(b) Recoupment or set-off not affected by security interest. Except as otherwise provided in subsection (c), the application of this chapter to a security interest in a deposit account does not affect a right of recoupment or set-off of the secured party as to a deposit account maintained with the secured party.
(c) When set-off ineffective. The exercise by a bank of a set-off against a deposit account is ineffective against a secured party that holds a security interest in the deposit account which is perfected by control under § 47-9-104(a)(3) , if the set-off is based on a claim against the debtor.
Acts 2000, ch. 846, § 1.
Tenn. Code Ann. § 47-18-1802 — TN Code / Title 47 / Chapter 18 / Section 47-18-1802
Part definitions
Status: in_force

As used in this part, unless the context otherwise requires: (1) "Attorney general" means the attorney general and reporter, or the attorney general and reporter's designee; (2) "Food" means any nourishing substance intended to be eaten by human beings; (3) "Manufacturer" means any person who manufactures, assembles or packages articles containing food of foreign origin. "Manufacturer" does not include wholesalers that repack fresh produce into smaller containers for sale to retail stores or retailers that repack fresh produce into tray-ready packs for sale to consumers; and (4) "Person" means a natural person, individual, governmental agency, partnership, corporation, trust, estate, incorporated or unincorporated association, and any other legal or commercial entity however organized. Amended by 2019 Tenn. Acts, ch. 459,s 32, eff. 9/30/2019. Acts 1997, ch. 244, § 2.
As used in this part, unless the context otherwise requires:
(1) "Attorney general" means the attorney general and reporter, or the attorney general and reporter's designee;
(2) "Food" means any nourishing substance intended to be eaten by human beings;
(3) "Manufacturer" means any person who manufactures, assembles or packages articles containing food of foreign origin. "Manufacturer" does not include wholesalers that repack fresh produce into smaller containers for sale to retail stores or retailers that repack fresh produce into tray-ready packs for sale to consumers; and
(4) "Person" means a natural person, individual, governmental agency, partnership, corporation, trust, estate, incorporated or unincorporated association, and any other legal or commercial entity however organized.
Amended by 2019 Tenn. Acts, ch. 459,s 32, eff. 9/30/2019.
Acts 1997, ch. 244, § 2.
Tenn. Code Ann. § 47-18-1504 — TN Code / Title 47 / Chapter 18 / Section 47-18-1504
Unlawful to connect ADAD equipment to telephone line without permit - Renewal of permit
Status: in_force

(a) It is unlawful for any person to connect any ADAD equipment to any telephone line in this state for the purpose of making telephone calls to persons in this state through the use of ADAD equipment unless a permit has been issued for such ADAD equipment by the commission. (b) Any person desiring to use ADAD equipment in this state shall make application for a permit to the commission on forms prescribed by the commission, and shall pay a fee as prescribed by the commission for such permit. Permits shall be renewed biennially as prescribed by the commission and upon payment of a renewal fee. The fees charged shall cover the administrative cost for the issuance of such permits. (c) Permits shall be subject to suspension or revocation by the commission for any violation of this part. Amended by 2017 Tenn. Acts, ch. 94,s 38, eff. 4/4/2017. Acts 1990, ch. 874, § 4; 1995, ch. 305, § 104.
(a) It is unlawful for any person to connect any ADAD equipment to any telephone line in this state for the purpose of making telephone calls to persons in this state through the use of ADAD equipment unless a permit has been issued for such ADAD equipment by the commission.
(b) Any person desiring to use ADAD equipment in this state shall make application for a permit to the commission on forms prescribed by the commission, and shall pay a fee as prescribed by the commission for such permit. Permits shall be renewed biennially as prescribed by the commission and upon payment of a renewal fee. The fees charged shall cover the administrative cost for the issuance of such permits.
(c) Permits shall be subject to suspension or revocation by the commission for any violation of this part.
Amended by 2017 Tenn. Acts, ch. 94,s 38, eff. 4/4/2017.
Acts 1990, ch. 874, § 4; 1995, ch. 305, § 104.
Tenn. Code Ann. § 47-9-105 — TN Code / Title 47 / Chapter 9 / Section 47-9-105
Control of electronic chattel paper
Status: in_force

(a) General rule: control of electronic chattel paper. A secured party has control of electronic chattel paper if a system employed for evidencing the transfer of interests in the chattel paper reliably establishes the secured party as the person to which the chattel paper was assigned. (b) Specific facts giving control. A system satisfies subsection (a) if the record or records comprising the chattel paper are created, stored, and assigned in such a manner that: (1) A single authoritative copy of the record or records exists which is unique, identifiable and, except as otherwise provided in subdivisions (b)(4), (5), and (6), unalterable; (2) The authoritative copy identifies the secured party as the assignee of the record or records; (3) The authoritative copy is communicated to and maintained by the secured party or its designated custodian; (4) Copies or amendments that add or change an identified assignee of the authoritative copy can be made only with the consent of the secured party; (5) Each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy; and (6) Any amendment of the authoritative copy is readily identifiable as authorized or unauthorized. Acts 2000, ch. 846, § 1; 2012 , ch. 708, § 4.
(a) General rule: control of electronic chattel paper. A secured party has control of electronic chattel paper if a system employed for evidencing the transfer of interests in the chattel paper reliably establishes the secured party as the person to which the chattel paper was assigned.
(b) Specific facts giving control. A system satisfies subsection (a) if the record or records comprising the chattel paper are created, stored, and assigned in such a manner that: (1) A single authoritative copy of the record or records exists which is unique, identifiable and, except as otherwise provided in subdivisions (b)(4), (5), and (6), unalterable; (2) The authoritative copy identifies the secured party as the assignee of the record or records; (3) The authoritative copy is communicated to and maintained by the secured party or its designated custodian; (4) Copies or amendments that add or change an identified assignee of the authoritative copy can be made only with the consent of the secured party; (5) Each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy; and (6) Any amendment of the authoritative copy is readily identifiable as authorized or unauthorized.
(1) A single authoritative copy of the record or records exists which is unique, identifiable and, except as otherwise provided in subdivisions (b)(4), (5), and (6), unalterable;
(2) The authoritative copy identifies the secured party as the assignee of the record or records;
(3) The authoritative copy is communicated to and maintained by the secured party or its designated custodian;
(4) Copies or amendments that add or change an identified assignee of the authoritative copy can be made only with the consent of the secured party;
(5) Each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy; and
(6) Any amendment of the authoritative copy is readily identifiable as authorized or unauthorized.
Acts 2000, ch. 846, § 1; 2012 , ch. 708, § 4.
Tenn. Code Ann. § 47-7-702 — TN Code / Title 47 / Chapter 7 / Section 47-7-702
Repeals
Status: in_force

Existing chapter 7 and § 47-10-104 of the Uniform Commercial Code are repealed. Acts 2008, ch. 814, § 1.
Existing chapter 7 and § 47-10-104 of the Uniform Commercial Code are repealed.
Acts 2008, ch. 814, § 1.
Tenn. Code Ann. § 47-5-118 — TN Code / Title 47 / Chapter 5 / Section 47-5-118
Security interest in document issued under a letter of credit
Status: in_force

(a) An issuer or nominated person has a security interest in a document presented under a letter of credit to the extent that the issuer or nominated person honors or gives value for the presentation. (b) So long as and to the extent that an issuer or nominated person has not been reimbursed or has not otherwise recovered the value given with respect to a security interest in a document under subsection (a), the security interest continues and is subject to Chapter 9, but: (1) a security agreement is not necessary to make the security interest enforceable under § 47-9-203(b)(3) ; (2) if the document is presented in a medium other than a written or other tangible medium, the security interest is perfected; and (3) if the document is presented in a written or other tangible medium and is not a certificated security, chattel paper, a document of title, an instrument, or a letter of credit, the security interest is perfected and has priority over a conflicting security interest in the document so long as the debtor does not have possession of the document. Acts 2000, ch. 846, § 14.
(a) An issuer or nominated person has a security interest in a document presented under a letter of credit to the extent that the issuer or nominated person honors or gives value for the presentation.
(b) So long as and to the extent that an issuer or nominated person has not been reimbursed or has not otherwise recovered the value given with respect to a security interest in a document under subsection (a), the security interest continues and is subject to Chapter 9, but: (1) a security agreement is not necessary to make the security interest enforceable under § 47-9-203(b)(3) ; (2) if the document is presented in a medium other than a written or other tangible medium, the security interest is perfected; and (3) if the document is presented in a written or other tangible medium and is not a certificated security, chattel paper, a document of title, an instrument, or a letter of credit, the security interest is perfected and has priority over a conflicting security interest in the document so long as the debtor does not have possession of the document.
(1) a security agreement is not necessary to make the security interest enforceable under § 47-9-203(b)(3) ;
(2) if the document is presented in a medium other than a written or other tangible medium, the security interest is perfected; and
(3) if the document is presented in a written or other tangible medium and is not a certificated security, chattel paper, a document of title, an instrument, or a letter of credit, the security interest is perfected and has priority over a conflicting security interest in the document so long as the debtor does not have possession of the document.
Acts 2000, ch. 846, § 14.
Tenn. Code Ann. § 47-18-3307 — TN Code / Title 47 / Chapter 18 / Section 47-18-3307
[Effective 7/1/2025] Data protection assessments
Status: in_force

(a) A controller shall conduct and document a data protection assessment of each of the following processing activities involving personal information: (1) The processing of personal information for purposes of targeted advertising; (2) The sale of personal information; (3) The processing of personal information for purposes of profiling, where the profiling presents a reasonably foreseeable risk of: (A) Unfair or deceptive treatment of, or unlawful disparate impact on, consumers; (B) Financial, physical, or reputational injury to consumers; (C) A physical or other intrusion upon the solitude or seclusion, or the private affairs or concerns, of consumers, where the intrusion would be offensive to a reasonable person; or (D) Other substantial injury to consumers; (4) The processing of sensitive data; and (5) Processing activities involving personal information that present a heightened risk of harm to consumers. (b) Data protection assessments conducted pursuant to subsection (a) must identify and weigh the benefits that may flow, directly and indirectly, from the processing to the controller, the consumer, other stakeholders, and the public against the potential risks to the rights of the consumer associated with the processing, as mitigated by safeguards that can be employed by the controller to reduce the risks. The use of de-identified data and the reasonable expectations of consumers, as well as the context of the processing and the relationship between the controller and the consumer whose personal information will be processed, must be factored into this assessment by the controller. (c) The attorney general and reporter may request pursuant to a civil investigative demand that a controller disclose a data protection assessment that is relevant to an investigation conducted by the attorney general and reporter, and the controller shall make the data protection assessment available to the attorney general and reporter. The attorney general and reporter may evaluate the data protection assessment for compliance with the responsibilities set forth in § 47-18-3305 . Data protection assessments are confidential and not open to public inspection and copying. The disclosure of a data protection assessment pursuant to a request from the attorney general and reporter does not constitute a waiver of attorney-client privilege or work product protection with respect to the assessment and information contained in the assessment. (d) A single data protection assessment may address a comparable set of processing operations that include similar activities. (e) Data protection assessments conducted by a controller for the purpose of compliance with other laws, rules, or regulations may comply with this section if the assessments have a reasonably comparable scope and effect. (f) Data protection assessment requirements apply to processing activities created or generated on or after July 1, 2024, and are not retroactive. Added by 2023 Tenn. Acts, ch. 408, s 2, eff. 7/1/2025.
(a) A controller shall conduct and document a data protection assessment of each of the following processing activities involving personal information: (1) The processing of personal information for purposes of targeted advertising; (2) The sale of personal information; (3) The processing of personal information for purposes of profiling, where the profiling presents a reasonably foreseeable risk of: (A) Unfair or deceptive treatment of, or unlawful disparate impact on, consumers; (B) Financial, physical, or reputational injury to consumers; (C) A physical or other intrusion upon the solitude or seclusion, or the private affairs or concerns, of consumers, where the intrusion would be offensive to a reasonable person; or (D) Other substantial injury to consumers; (4) The processing of sensitive data; and (5) Processing activities involving personal information that present a heightened risk of harm to consumers.
(1) The processing of personal information for purposes of targeted advertising;
(2) The sale of personal information;
(3) The processing of personal information for purposes of profiling, where the profiling presents a reasonably foreseeable risk of: (A) Unfair or deceptive treatment of, or unlawful disparate impact on, consumers; (B) Financial, physical, or reputational injury to consumers; (C) A physical or other intrusion upon the solitude or seclusion, or the private affairs or concerns, of consumers, where the intrusion would be offensive to a reasonable person; or (D) Other substantial injury to consumers;
(A) Unfair or deceptive treatment of, or unlawful disparate impact on, consumers;
(B) Financial, physical, or reputational injury to consumers;
(C) A physical or other intrusion upon the solitude or seclusion, or the private affairs or concerns, of consumers, where the intrusion would be offensive to a reasonable person; or
(D) Other substantial injury to consumers;
(4) The processing of sensitive data; and
(5) Processing activities involving personal information that present a heightened risk of harm to consumers.
(b) Data protection assessments conducted pursuant to subsection (a) must identify and weigh the benefits that may flow, directly and indirectly, from the processing to the controller, the consumer, other stakeholders, and the public against the potential risks to the rights of the consumer associated with the processing, as mitigated by safeguards that can be employed by the controller to reduce the risks. The use of de-identified data and the reasonable expectations of consumers, as well as the context of the processing and the relationship between the controller and the consumer whose personal information will be processed, must be factored into this assessment by the controller.
(c) The attorney general and reporter may request pursuant to a civil investigative demand that a controller disclose a data protection assessment that is relevant to an investigation conducted by the attorney general and reporter, and the controller shall make the data protection assessment available to the attorney general and reporter. The attorney general and reporter may evaluate the data protection assessment for compliance with the responsibilities set forth in § 47-18-3305 . Data protection assessments are confidential and not open to public inspection and copying. The disclosure of a data protection assessment pursuant to a request from the attorney general and reporter does not constitute a waiver of attorney-client privilege or work product protection with respect to the assessment and information contained in the assessment.
(d) A single data protection assessment may address a comparable set of processing operations that include similar activities.
(e) Data protection assessments conducted by a controller for the purpose of compliance with other laws, rules, or regulations may comply with this section if the assessments have a reasonably comparable scope and effect.
(f) Data protection assessment requirements apply to processing activities created or generated on or after July 1, 2024, and are not retroactive.
Added by 2023 Tenn. Acts, ch. 408, s 2, eff. 7/1/2025.
Tenn. Code Ann. § 47-8-206 — TN Code / Title 47 / Chapter 8 / Section 47-8-206
Completion or alteration of security certificate
Status: in_force

(a) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect: (1) any person may complete it by filling in the blanks as authorized; and (2) even if the blanks are incorrectly filled in, the security certificate as completed is enforceable by a purchaser who took it for value and without notice of the incorrectness. (b) A complete security certificate that has been improperly altered, even if fraudulently, remains enforceable, but only according to its original terms. Acts 1997, ch. 79, § 1.
(a) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect: (1) any person may complete it by filling in the blanks as authorized; and (2) even if the blanks are incorrectly filled in, the security certificate as completed is enforceable by a purchaser who took it for value and without notice of the incorrectness.
(1) any person may complete it by filling in the blanks as authorized; and
(2) even if the blanks are incorrectly filled in, the security certificate as completed is enforceable by a purchaser who took it for value and without notice of the incorrectness.
(b) A complete security certificate that has been improperly altered, even if fraudulently, remains enforceable, but only according to its original terms.
Acts 1997, ch. 79, § 1.
Tenn. Code Ann. § 47-18-5703 — TN Code / Title 47 / Chapter 18 / Section 47-18-5703
Age requirements for use of social media platforms
Status: in_force

(a) (1) A social media company shall verify the age of an individual who attempts to become an account holder, at the time the individual attempts to become an account holder. (2) (A) If the individual is a minor, then the social media company must verify the express parental consent for the minor to become an account holder. (B) A social media company shall prohibit a minor from becoming an account holder unless the social media company has the express consent of the minor's parent to allow the minor to become an account holder. (3) Once age and parental consent, if applicable, have been verified to confirm that an individual may become an account holder, then the social media company is not required to reverify the individual's age and parental consent, unless parental consent is revoked. (b) A social media company shall allow a parent to revoke consent for a minor to become or continue as an account holder. (c) A social media company or third party shall not retain personally identifying information that was used to verify age or parental consent. Added by 2024 Tenn. Acts, ch. 899,s 1, eff. 1/1/2025.
(a) (1) A social media company shall verify the age of an individual who attempts to become an account holder, at the time the individual attempts to become an account holder. (2) (A) If the individual is a minor, then the social media company must verify the express parental consent for the minor to become an account holder. (B) A social media company shall prohibit a minor from becoming an account holder unless the social media company has the express consent of the minor's parent to allow the minor to become an account holder. (3) Once age and parental consent, if applicable, have been verified to confirm that an individual may become an account holder, then the social media company is not required to reverify the individual's age and parental consent, unless parental consent is revoked.
(1) A social media company shall verify the age of an individual who attempts to become an account holder, at the time the individual attempts to become an account holder.
(2) (A) If the individual is a minor, then the social media company must verify the express parental consent for the minor to become an account holder. (B) A social media company shall prohibit a minor from becoming an account holder unless the social media company has the express consent of the minor's parent to allow the minor to become an account holder.
(A) If the individual is a minor, then the social media company must verify the express parental consent for the minor to become an account holder.
(B) A social media company shall prohibit a minor from becoming an account holder unless the social media company has the express consent of the minor's parent to allow the minor to become an account holder.
(3) Once age and parental consent, if applicable, have been verified to confirm that an individual may become an account holder, then the social media company is not required to reverify the individual's age and parental consent, unless parental consent is revoked.
(b) A social media company shall allow a parent to revoke consent for a minor to become or continue as an account holder.
(c) A social media company or third party shall not retain personally identifying information that was used to verify age or parental consent.
Added by 2024 Tenn. Acts, ch. 899,s 1, eff. 1/1/2025.
Tenn. Code Ann. § 47-50-101 — TN Code / Title 47 / Chapter 50 / Section 47-50-101
Private and corporation seals abolished
Status: in_force

The use of seals in or upon written contracts or other instruments of writing, whether of persons or of corporations, is abolished, and the absence of such seal therefrom, or its addition thereto, shall not affect its character or validity or legal effect in any respect. Code 1858, § 1804 (deriv. Acts 1849-1850, ch. 20, § 1; 1849-1850, ch. 60, §1); Shan., §3213; Code 1932, § 7828; Acts 1937, ch. 41, § 1; mod. C. Supp. 1950, § 7828 (Williams, §§7828, 7828.1); T.C.A. (orig. ed.), §§ 47-1701, 47-15-101.
The use of seals in or upon written contracts or other instruments of writing, whether of persons or of corporations, is abolished, and the absence of such seal therefrom, or its addition thereto, shall not affect its character or validity or legal effect in any respect.
Code 1858, § 1804 (deriv. Acts 1849-1850, ch. 20, § 1; 1849-1850, ch. 60, §1); Shan., §3213; Code 1932, § 7828; Acts 1937, ch. 41, § 1; mod. C. Supp. 1950, § 7828 (Williams, §§7828, 7828.1); T.C.A. (orig. ed.), §§ 47-1701, 47-15-101.
Tenn. Code Ann. § 47-12-106 — TN Code / Title 47 / Chapter 12 / Section 47-12-106
Stay of execution
Status: in_force

When the principal and surety, or endorser, are sued, and the execution is stayed without the request or consent of the surety or endorser, the stayor shall be liable, in default of the principal debtor, to pay the debt and costs of judgment and in priority to the first surety or endorser, unless the first surety or endorser specially and in writing joined with the debtor in procuring the stay. Code 1858, § 1973 (deriv. Acts 1820, ch. 24, § 1; 1841-1842, ch. 136, §1); Shan., §3522; mod. Code 1932, § 7531; T.C.A. (orig. ed.), § 47-706.
When the principal and surety, or endorser, are sued, and the execution is stayed without the request or consent of the surety or endorser, the stayor shall be liable, in default of the principal debtor, to pay the debt and costs of judgment and in priority to the first surety or endorser, unless the first surety or endorser specially and in writing joined with the debtor in procuring the stay.
Code 1858, § 1973 (deriv. Acts 1820, ch. 24, § 1; 1841-1842, ch. 136, §1); Shan., §3522; mod. Code 1932, § 7531; T.C.A. (orig. ed.), § 47-706.
Tenn. Code Ann. § 47-26-708 — TN Code / Title 47 / Chapter 26 / Section 47-26-708
Violations - Penalties
Status: in_force

Any person who uses or causes to be used a moisture-measuring device in commerce with the knowledge that such device has not been inspected and approved by the department in accordance with this part, commits a Class C misdemeanor. Acts 1977, ch. 138, § 8; T.C.A., § 71-708; Acts 1989, ch. 591, § 113.
Any person who uses or causes to be used a moisture-measuring device in commerce with the knowledge that such device has not been inspected and approved by the department in accordance with this part, commits a Class C misdemeanor.
Acts 1977, ch. 138, § 8; T.C.A., § 71-708; Acts 1989, ch. 591, § 113.
Tenn. Code Ann. § 47-2a-510 — TN Code / Title 47 / Chapter 2a / Section 47-2a-510
2024 Tennessee Code Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) Part 5 - DEFAULT (§§ 47-2A-501 — 47-2A-532) B. DEFAULT BY LESSOR (§§ 47-2A-508 — 47-2A-522) Section 47-2A-510 - Installment lease contracts - Rejection and default
Status: in_force

(1) Under an installment lease contract a lessee may reject any delivery that is nonconforming if the nonconformity substantially impairs the value of that delivery and cannot be cured or the nonconformity is a defect in the required documents; but if the nonconformity does not fall within subsection (2) and the lessor or the supplier gives adequate assurance of its cure, the lessee must accept that delivery. (2) Whenever nonconformity or default with respect to one (1) or more deliveries substantially impairs the value of the installment lease contract as a whole there is a default with respect to the whole. But, the aggrieved party reinstates the installment lease contract as a whole if the aggrieved party accepts a nonconforming delivery without seasonably notifying of cancellation or brings an action with respect only to past deliveries or demands performance as to future deliveries. Acts 1993, ch. 398, § 1.
(1) Under an installment lease contract a lessee may reject any delivery that is nonconforming if the nonconformity substantially impairs the value of that delivery and cannot be cured or the nonconformity is a defect in the required documents; but if the nonconformity does not fall within subsection (2) and the lessor or the supplier gives adequate assurance of its cure, the lessee must accept that delivery.
(2) Whenever nonconformity or default with respect to one (1) or more deliveries substantially impairs the value of the installment lease contract as a whole there is a default with respect to the whole. But, the aggrieved party reinstates the installment lease contract as a whole if the aggrieved party accepts a nonconforming delivery without seasonably notifying of cancellation or brings an action with respect only to past deliveries or demands performance as to future deliveries.
Acts 1993, ch. 398, § 1.
Tenn. Code Ann. § 47-2a-108 — TN Code / Title 47 / Chapter 2a / Section 47-2a-108
2024 Tennessee Code Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) Part 1 - GENERAL PROVISIONS (§§ 47-2A-101 — 47-2A-111) Section 47-2A-108 - Unconscionability
Status: in_force

(1) If the court as a matter of law finds a lease contract or any clause of a lease contract to have been unconscionable at the time it was made the court may refuse to enforce the lease contract, or it may enforce the remainder of the lease contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result. (2) With respect to a consumer lease, if the court as a matter of law finds that a lease contract or any clause of a lease contract has been induced by unconscionable conduct or that unconscionable conduct has occurred in the collection of a claim arising from a lease contract, the court may grant appropriate relief. (3) Before making a finding of unconscionability under subsection (1) or (2), the court, on its own motion or that of a party, shall afford the parties a reasonable opportunity to present evidence as to the setting, purpose, and effect of the lease contract or clause thereof, or of the conduct. (4) In an action in which the lessee claims unconscionability with respect to a consumer lease: (a) If the court finds unconscionability under subsection (1) or (2), the court shall award reasonable attorney's fees to the lessee. (b) If the court does not find unconscionability and the lessee claiming unconscionability has brought or maintained an action he or she knew to be groundless, the court shall award reasonable attorney's fees to the party against whom the claim is made. (c) In determining attorney's fees, the amount of the recovery on behalf of the claimant under subsections (1) and (2) is not controlling. Acts 1993, ch. 398, § 1; 1994, ch. 724, § 4.
(1) If the court as a matter of law finds a lease contract or any clause of a lease contract to have been unconscionable at the time it was made the court may refuse to enforce the lease contract, or it may enforce the remainder of the lease contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result.
(2) With respect to a consumer lease, if the court as a matter of law finds that a lease contract or any clause of a lease contract has been induced by unconscionable conduct or that unconscionable conduct has occurred in the collection of a claim arising from a lease contract, the court may grant appropriate relief.
(3) Before making a finding of unconscionability under subsection (1) or (2), the court, on its own motion or that of a party, shall afford the parties a reasonable opportunity to present evidence as to the setting, purpose, and effect of the lease contract or clause thereof, or of the conduct.
(4) In an action in which the lessee claims unconscionability with respect to a consumer lease: (a) If the court finds unconscionability under subsection (1) or (2), the court shall award reasonable attorney's fees to the lessee. (b) If the court does not find unconscionability and the lessee claiming unconscionability has brought or maintained an action he or she knew to be groundless, the court shall award reasonable attorney's fees to the party against whom the claim is made. (c) In determining attorney's fees, the amount of the recovery on behalf of the claimant under subsections (1) and (2) is not controlling.
(a) If the court finds unconscionability under subsection (1) or (2), the court shall award reasonable attorney's fees to the lessee.
(b) If the court does not find unconscionability and the lessee claiming unconscionability has brought or maintained an action he or she knew to be groundless, the court shall award reasonable attorney's fees to the party against whom the claim is made.
(c) In determining attorney's fees, the amount of the recovery on behalf of the claimant under subsections (1) and (2) is not controlling.
Acts 1993, ch. 398, § 1; 1994, ch. 724, § 4.
Tenn. Code Ann. § 47-25-1506 — TN Code / Title 47 / Chapter 25 / Section 47-25-1506
Circumstances not constituting "good cause."
Status: in_force

Notwithstanding § 47-25-1502(4) , the following circumstances shall not be deemed to constitute "good cause": (1) Failure of a franchisee to meet a quota of sales or purchases, whether such quota is expressed as a goal, a quota or otherwise; (2) The desire of the franchisor to consolidate its franchises or its distribution pattern without demonstrating a failure of the franchisee to effectively market or distribute its product; (3) The failure of the franchisee to comply with a provision of a contract which is prohibited or invalid under the laws of Tennessee; (4) The failure of the franchisee to comply with a provision of a contract or request of the franchisor which would cause the franchisee to violate any regulation of a regulatory body, or which could reasonably cause a franchisee to jeopardize any license or permit necessary for it to conduct its business; or (5) The loss of the franchisee's right to occupy the premises from which the franchise business is operated, if such loss is directly or indirectly caused by the franchisor or any entity related to or affiliated with the franchisor. Acts 1989, ch. 392, § 6.
Notwithstanding § 47-25-1502(4) , the following circumstances shall not be deemed to constitute "good cause":
(1) Failure of a franchisee to meet a quota of sales or purchases, whether such quota is expressed as a goal, a quota or otherwise;
(2) The desire of the franchisor to consolidate its franchises or its distribution pattern without demonstrating a failure of the franchisee to effectively market or distribute its product;
(3) The failure of the franchisee to comply with a provision of a contract which is prohibited or invalid under the laws of Tennessee;
(4) The failure of the franchisee to comply with a provision of a contract or request of the franchisor which would cause the franchisee to violate any regulation of a regulatory body, or which could reasonably cause a franchisee to jeopardize any license or permit necessary for it to conduct its business; or
(5) The loss of the franchisee's right to occupy the premises from which the franchise business is operated, if such loss is directly or indirectly caused by the franchisor or any entity related to or affiliated with the franchisor.
Acts 1989, ch. 392, § 6.
Tenn. Code Ann. § 47-26-904 — TN Code / Title 47 / Chapter 26 / Section 47-26-904
Primary standards
Status: in_force

(a) Weights and measures that are traceable to the United States prototype standards supplied by the federal government, or approved as being satisfactory by the National Institute of Standards and Technology (NIST), shall be the state primary standards of weights and measures, and shall be maintained in such calibration as prescribed by the NIST. (b) The primary standards shall be kept in a place designated by the commissioner and approved by NIST and shall not be removed from such place except for repairs or calibration. (c) The primary standards shall be used only in verifying the secondary standards and for scientific purposes. Acts 1997, ch. 311, § 1.
(a) Weights and measures that are traceable to the United States prototype standards supplied by the federal government, or approved as being satisfactory by the National Institute of Standards and Technology (NIST), shall be the state primary standards of weights and measures, and shall be maintained in such calibration as prescribed by the NIST.
(b) The primary standards shall be kept in a place designated by the commissioner and approved by NIST and shall not be removed from such place except for repairs or calibration.
(c) The primary standards shall be used only in verifying the secondary standards and for scientific purposes.
Acts 1997, ch. 311, § 1.
Tenn. Code Ann. § 47-18-2102 — TN Code / Title 47 / Chapter 18 / Section 47-18-2102
Definitions
Status: in_force

As used in this part and in the Tennessee Consumer Protection Act of 1977, compiled in part 1 of this chapter, unless the context otherwise requires: (1) "Ascertainable loss" means an identifiable deprivation, detriment or injury arising from the identity theft or from any unfair, misleading or deceptive act or practice even when the precise amount of the loss is not known. Whenever a violation of this part has occurred, an ascertainable loss shall be presumed to exist; (2) "Attorney general" means the office of the Tennessee attorney general and reporter; (3) "Consumer report" has the meaning ascribed to that term by 15 U.S.C. § 1681a(d) ; (4) "Consumer reporting agency" has the meaning ascribed to that term by 15 U.S.C. § 1681a(f) ; (5) "Financial document" means any credit card, debit card, check or checking account information or number, savings deposit slip or savings account information or number, or similar financial account or account number, including but not limited to, a money market account, certificate of deposit, or other type of interest generating account with a bank, savings and loan or credit union account, or any other financial institution, mutual fund account, 401K account, individual retirement account, retirement account, or other stock account information, savings bond or other bond, credit line, equity line or other line of credit which the possessor of the account has the right to draw against; (6) "Identification documents" means any card, certificate or document which identifies or purports to identify the bearer of such document, whether or not intended for use as identification, and includes, but is not limited to, documents purporting to be a driver license, nondriver identification cards, birth certificates, marriage certificates, divorce certificates, passports, immigration documents, social security cards, employee identification cards, cards issued by the government to provide benefits of any sort, health care benefit cards, or health benefit organization, insurance company or managed care organization cards for the purpose of identifying a person eligible for services; (7) "Identity theft" means: (A) Obtaining, possessing, transferring, using or attempting to obtain, possess, transfer or use, for unlawful economic benefit, one (1) or more identification documents or personal identification numbers of another person; or (B) Otherwise obtaining, possessing, transferring, using or attempting to obtain, possess, transfer or use, for unlawful economic benefit, one (1) or more financial documents of another person; (8) "Person" means a natural person, consumer, individual, governmental agency, partnership, corporation, trust, estate, incorporated or unincorporated association, and any other legal or commercial entity however organized; (9) "Personal identification number" means any number that is assigned by the government to identify a particular person, including, but not limited to, social security number, federal tax payer identification number, Medicaid, Medicare or TennCare number which identifies a particular person eligible for benefits, any number assigned to a person as part of a licensure or registration process, such as a board of professional responsibility number, driver license number and passport number and any number assigned by an insurance company, health maintenance organization, managed care organization or other health benefit organization, for the purposes of identifying a particular person eligible for services; and (10) "Tennessee Consumer Protection Act" means the Tennessee Consumer Protection Act of 1977, as amended, compiled in part 1 of this chapter and related statutes. Related statutes specifically include any statute that indicates within the law, regulation or rule that a violation of that law, regulation or rule is a violation of the Tennessee Consumer Protection Act of 1977. Without limiting the scope of this definition, related statutes include, but are not limited to: § 47-18-120 ; part 3 of this chapter; part 5 of this chapter; Home Solicitations Sales Act of 1974, compiled in part 7 of this chapter; Tennessee Credit Services Businesses Act, compiled in part 10 of this chapter; Consumer Telemarketing Protection Act of 1990, compiled in part 15 of this chapter; Unsolicited Telefacsimile Advertising Act [repealed]; Tennessee Employment Agency Act, compiled in part 17 of this chapter; and Membership Camping Act, compiled in title 66, chapter 32, part 3. Amended by 2019 Tenn. Acts, ch. 459,s 37, eff. 9/30/2019. Acts 1999, ch. 201, § 3; 2007, ch. 170, § 2.
As used in this part and in the Tennessee Consumer Protection Act of 1977, compiled in part 1 of this chapter, unless the context otherwise requires:
(1) "Ascertainable loss" means an identifiable deprivation, detriment or injury arising from the identity theft or from any unfair, misleading or deceptive act or practice even when the precise amount of the loss is not known. Whenever a violation of this part has occurred, an ascertainable loss shall be presumed to exist;
(2) "Attorney general" means the office of the Tennessee attorney general and reporter;
(3) "Consumer report" has the meaning ascribed to that term by 15 U.S.C. § 1681a(d) ;
(4) "Consumer reporting agency" has the meaning ascribed to that term by 15 U.S.C. § 1681a(f) ;
(5) "Financial document" means any credit card, debit card, check or checking account information or number, savings deposit slip or savings account information or number, or similar financial account or account number, including but not limited to, a money market account, certificate of deposit, or other type of interest generating account with a bank, savings and loan or credit union account, or any other financial institution, mutual fund account, 401K account, individual retirement account, retirement account, or other stock account information, savings bond or other bond, credit line, equity line or other line of credit which the possessor of the account has the right to draw against;
(6) "Identification documents" means any card, certificate or document which identifies or purports to identify the bearer of such document, whether or not intended for use as identification, and includes, but is not limited to, documents purporting to be a driver license, nondriver identification cards, birth certificates, marriage certificates, divorce certificates, passports, immigration documents, social security cards, employee identification cards, cards issued by the government to provide benefits of any sort, health care benefit cards, or health benefit organization, insurance company or managed care organization cards for the purpose of identifying a person eligible for services;
(7) "Identity theft" means: (A) Obtaining, possessing, transferring, using or attempting to obtain, possess, transfer or use, for unlawful economic benefit, one (1) or more identification documents or personal identification numbers of another person; or (B) Otherwise obtaining, possessing, transferring, using or attempting to obtain, possess, transfer or use, for unlawful economic benefit, one (1) or more financial documents of another person;
(A) Obtaining, possessing, transferring, using or attempting to obtain, possess, transfer or use, for unlawful economic benefit, one (1) or more identification documents or personal identification numbers of another person; or
(B) Otherwise obtaining, possessing, transferring, using or attempting to obtain, possess, transfer or use, for unlawful economic benefit, one (1) or more financial documents of another person;
(8) "Person" means a natural person, consumer, individual, governmental agency, partnership, corporation, trust, estate, incorporated or unincorporated association, and any other legal or commercial entity however organized;
(9) "Personal identification number" means any number that is assigned by the government to identify a particular person, including, but not limited to, social security number, federal tax payer identification number, Medicaid, Medicare or TennCare number which identifies a particular person eligible for benefits, any number assigned to a person as part of a licensure or registration process, such as a board of professional responsibility number, driver license number and passport number and any number assigned by an insurance company, health maintenance organization, managed care organization or other health benefit organization, for the purposes of identifying a particular person eligible for services; and
(10) "Tennessee Consumer Protection Act" means the Tennessee Consumer Protection Act of 1977, as amended, compiled in part 1 of this chapter and related statutes. Related statutes specifically include any statute that indicates within the law, regulation or rule that a violation of that law, regulation or rule is a violation of the Tennessee Consumer Protection Act of 1977. Without limiting the scope of this definition, related statutes include, but are not limited to: § 47-18-120 ; part 3 of this chapter; part 5 of this chapter; Home Solicitations Sales Act of 1974, compiled in part 7 of this chapter; Tennessee Credit Services Businesses Act, compiled in part 10 of this chapter; Consumer Telemarketing Protection Act of 1990, compiled in part 15 of this chapter; Unsolicited Telefacsimile Advertising Act [repealed]; Tennessee Employment Agency Act, compiled in part 17 of this chapter; and Membership Camping Act, compiled in title 66, chapter 32, part 3.
Amended by 2019 Tenn. Acts, ch. 459,s 37, eff. 9/30/2019.
Acts 1999, ch. 201, § 3; 2007, ch. 170, § 2.
Tenn. Code Ann. § 47-18-2404 — TN Code / Title 47 / Chapter 18 / Section 47-18-2404
Notices and obligations - Application - Damages
Status: in_force

(a) (1) Any solicitation to lend money to a person for the consolidation or payment of other indebtedness which will result in that person's owner-occupied residence becoming collateral or security for the loan or payment of money shall clearly state, in bold face type at least as large as any used in the solicitation otherwise, or by a separate clearly stated written notice, in bold face type at least ten (10) points, the following: (A) Failure to make timely payments or to repay the loan will result in the borrower's home being subject to foreclosure; and (B) [Deleted by 2019 amendment.] (2) Such solicitation shall, in like manner, state either one (1) of the following, as appropriate: (A) It is the obligation of the lender to make payments to prior lenders; or (B) It is the obligation of the borrower to make payments to prior lenders. (b) This section shall apply to all solicitations, whether made through the mails, in person, by telephone, fax, or electronically, or through any other agency or medium to a resident of the state. If the solicitation is made in person or by telephone, then the person making the solicitation shall clearly express the notices and obligations required to be given under subdivisions (a)(1) and (2). (c) Failure to comply with this section shall subject the lender to damages up to three (3) times the amount of actual damages pursuant to § 47-18-109 . (d) The notices and obligations described in subsection (a) shall be clearly expressed in any debt consolidation contract or loan agreement consolidating such loans, in bold face type of at least ten (10) points, in immediate proximity to the space reserved for the signature of the borrower. (e) This section shall not apply to any state or national bank, credit union, savings and loan, or to any subsidiary or affiliate of any such state or national bank, credit union, savings and loan or any person or entity licensed by or subject to regulation by the department of financial institutions. Amended by 2019 Tenn. Acts, ch. 459,s 45, eff. 9/30/2019. Acts 2000, ch. 963, § 1.
(a) (1) Any solicitation to lend money to a person for the consolidation or payment of other indebtedness which will result in that person's owner-occupied residence becoming collateral or security for the loan or payment of money shall clearly state, in bold face type at least as large as any used in the solicitation otherwise, or by a separate clearly stated written notice, in bold face type at least ten (10) points, the following: (A) Failure to make timely payments or to repay the loan will result in the borrower's home being subject to foreclosure; and (B) [Deleted by 2019 amendment.] (2) Such solicitation shall, in like manner, state either one (1) of the following, as appropriate: (A) It is the obligation of the lender to make payments to prior lenders; or (B) It is the obligation of the borrower to make payments to prior lenders.
(1) Any solicitation to lend money to a person for the consolidation or payment of other indebtedness which will result in that person's owner-occupied residence becoming collateral or security for the loan or payment of money shall clearly state, in bold face type at least as large as any used in the solicitation otherwise, or by a separate clearly stated written notice, in bold face type at least ten (10) points, the following: (A) Failure to make timely payments or to repay the loan will result in the borrower's home being subject to foreclosure; and (B) [Deleted by 2019 amendment.]
(A) Failure to make timely payments or to repay the loan will result in the borrower's home being subject to foreclosure; and
(B) [Deleted by 2019 amendment.]
(2) Such solicitation shall, in like manner, state either one (1) of the following, as appropriate: (A) It is the obligation of the lender to make payments to prior lenders; or (B) It is the obligation of the borrower to make payments to prior lenders.
(A) It is the obligation of the lender to make payments to prior lenders; or
(B) It is the obligation of the borrower to make payments to prior lenders.
(b) This section shall apply to all solicitations, whether made through the mails, in person, by telephone, fax, or electronically, or through any other agency or medium to a resident of the state. If the solicitation is made in person or by telephone, then the person making the solicitation shall clearly express the notices and obligations required to be given under subdivisions (a)(1) and (2).
(c) Failure to comply with this section shall subject the lender to damages up to three (3) times the amount of actual damages pursuant to § 47-18-109 .
(d) The notices and obligations described in subsection (a) shall be clearly expressed in any debt consolidation contract or loan agreement consolidating such loans, in bold face type of at least ten (10) points, in immediate proximity to the space reserved for the signature of the borrower.
(e) This section shall not apply to any state or national bank, credit union, savings and loan, or to any subsidiary or affiliate of any such state or national bank, credit union, savings and loan or any person or entity licensed by or subject to regulation by the department of financial institutions.
Amended by 2019 Tenn. Acts, ch. 459,s 45, eff. 9/30/2019.
Acts 2000, ch. 963, § 1.
Tenn. Code Ann. § 47-7-401 — TN Code / Title 47 / Chapter 7 / Section 47-7-401
Irregularities in issue of receipt or bill or conduct of issuer
Status: in_force

The obligations imposed by this chapter on an issuer apply to a document of title even if: (1) The document does not comply with the requirements of this chapter or of any other statute, rule, or regulation regarding its issuance, form, or content; (2) The issuer violated laws regulating the conduct of its business; (3) The goods covered by the document were owned by the bailee when the document was issued; or (4) The person issuing the document is not a warehouse but the document purports to be a warehouse receipt. Acts 2008, ch. 814, § 1.
The obligations imposed by this chapter on an issuer apply to a document of title even if:
(1) The document does not comply with the requirements of this chapter or of any other statute, rule, or regulation regarding its issuance, form, or content;
(2) The issuer violated laws regulating the conduct of its business;
(3) The goods covered by the document were owned by the bailee when the document was issued; or
(4) The person issuing the document is not a warehouse but the document purports to be a warehouse receipt.
Acts 2008, ch. 814, § 1.
Tenn. Code Ann. § 47-8-110 — TN Code / Title 47 / Chapter 8 / Section 47-8-110
Applicability - Choice of law
Status: in_force

(a) The local law of the issuer's jurisdiction, as specified in subsection (d), governs: (1) the validity of a security; (2) the rights and duties of the issuer with respect to registration of transfer; (3) the effectiveness of registration of transfer by the issuer; (4) whether the issuer owes any duties to an adverse claimant to a security; and (5) whether an adverse claim can be asserted against a person to whom transfer of a certificated or uncertificated security is registered or a person who obtains control of an uncertificated security. (b) The local law of the securities intermediary's jurisdiction, as specified in subsection (e), governs: (1) acquisition of a security entitlement from the securities intermediary; (2) the rights and duties of the securities intermediary and entitlement holder arising out of a security entitlement; (3) whether the securities intermediary owes any duties to an adverse claimant to a security entitlement; and (4) whether an adverse claim can be asserted against a person who acquires a security entitlement from the securities intermediary or a person who purchases a security entitlement or interest therein from an entitlement holder. (c) The local law of the jurisdiction in which a security certificate is located at the time of delivery governs whether an adverse claim can be asserted against a person to whom the security certificate is delivered. (d) "Issuer's jurisdiction" means the jurisdiction under which the issuer of the security is organized or, if permitted by the law of that jurisdiction, the law of another jurisdiction specified by the issuer. An issuer organized under the law of this state may specify the law of another jurisdiction as the law governing the matters specified in subsection (a)(2) through (5). (e) The following rules determine a "securities intermediary's jurisdiction" for purposes of this section: (1) If an agreement between the securities intermediary and its entitlement holder governing the securities account expressly provides that a particular jurisdiction is the securities intermediary's jurisdiction for purposes of chapters 1-9 of this title, that jurisdiction is the securities intermediary's jurisdiction. (2) If (1) does not apply and an agreement between the securities intermediary and its entitlement holder governing the securities account expressly provides that the agreement is governed by the law of a particular jurisdiction, that jurisdiction is the securities intermediary's jurisdiction. (3) If neither (1) nor (2) apply and an agreement between the securities intermediary and its entitlement holder governing the securities account expressly provides that the securities account is maintained at an office in a particular jurisdiction, that jurisdiction is the securities intermediary's jurisdiction. (4) If none of the preceding apply, the securities intermediary's jurisdiction is the jurisdiction in which the office identified in an account statement as the office serving the entitlement holder's account is located. (5) If none of the preceding apply, the securities intermediary's jurisdiction is the jurisdiction in which the chief executive office of the securities intermediary is located. (f) A securities intermediary's jurisdiction is not determined by the physical location of certificates representing financial assets, or by the jurisdiction in which is organized the issuer of the financial asset with respect to which an entitlement holder has a security entitlement, or by the location of facilities for data processing or other record keeping concerning the account. Acts 1997, ch. 79, § 1; 2000, ch. 846, § 18.
(a) The local law of the issuer's jurisdiction, as specified in subsection (d), governs: (1) the validity of a security; (2) the rights and duties of the issuer with respect to registration of transfer; (3) the effectiveness of registration of transfer by the issuer; (4) whether the issuer owes any duties to an adverse claimant to a security; and (5) whether an adverse claim can be asserted against a person to whom transfer of a certificated or uncertificated security is registered or a person who obtains control of an uncertificated security.
(1) the validity of a security;
(2) the rights and duties of the issuer with respect to registration of transfer;
(3) the effectiveness of registration of transfer by the issuer;
(4) whether the issuer owes any duties to an adverse claimant to a security; and
(5) whether an adverse claim can be asserted against a person to whom transfer of a certificated or uncertificated security is registered or a person who obtains control of an uncertificated security.
(b) The local law of the securities intermediary's jurisdiction, as specified in subsection (e), governs: (1) acquisition of a security entitlement from the securities intermediary; (2) the rights and duties of the securities intermediary and entitlement holder arising out of a security entitlement; (3) whether the securities intermediary owes any duties to an adverse claimant to a security entitlement; and (4) whether an adverse claim can be asserted against a person who acquires a security entitlement from the securities intermediary or a person who purchases a security entitlement or interest therein from an entitlement holder.
(1) acquisition of a security entitlement from the securities intermediary;
(2) the rights and duties of the securities intermediary and entitlement holder arising out of a security entitlement;
(3) whether the securities intermediary owes any duties to an adverse claimant to a security entitlement; and
(4) whether an adverse claim can be asserted against a person who acquires a security entitlement from the securities intermediary or a person who purchases a security entitlement or interest therein from an entitlement holder.
(c) The local law of the jurisdiction in which a security certificate is located at the time of delivery governs whether an adverse claim can be asserted against a person to whom the security certificate is delivered.
(d) "Issuer's jurisdiction" means the jurisdiction under which the issuer of the security is organized or, if permitted by the law of that jurisdiction, the law of another jurisdiction specified by the issuer. An issuer organized under the law of this state may specify the law of another jurisdiction as the law governing the matters specified in subsection (a)(2) through (5).
(e) The following rules determine a "securities intermediary's jurisdiction" for purposes of this section: (1) If an agreement between the securities intermediary and its entitlement holder governing the securities account expressly provides that a particular jurisdiction is the securities intermediary's jurisdiction for purposes of chapters 1-9 of this title, that jurisdiction is the securities intermediary's jurisdiction. (2) If (1) does not apply and an agreement between the securities intermediary and its entitlement holder governing the securities account expressly provides that the agreement is governed by the law of a particular jurisdiction, that jurisdiction is the securities intermediary's jurisdiction. (3) If neither (1) nor (2) apply and an agreement between the securities intermediary and its entitlement holder governing the securities account expressly provides that the securities account is maintained at an office in a particular jurisdiction, that jurisdiction is the securities intermediary's jurisdiction. (4) If none of the preceding apply, the securities intermediary's jurisdiction is the jurisdiction in which the office identified in an account statement as the office serving the entitlement holder's account is located. (5) If none of the preceding apply, the securities intermediary's jurisdiction is the jurisdiction in which the chief executive office of the securities intermediary is located.
(1) If an agreement between the securities intermediary and its entitlement holder governing the securities account expressly provides that a particular jurisdiction is the securities intermediary's jurisdiction for purposes of chapters 1-9 of this title, that jurisdiction is the securities intermediary's jurisdiction.
(2) If (1) does not apply and an agreement between the securities intermediary and its entitlement holder governing the securities account expressly provides that the agreement is governed by the law of a particular jurisdiction, that jurisdiction is the securities intermediary's jurisdiction.
(3) If neither (1) nor (2) apply and an agreement between the securities intermediary and its entitlement holder governing the securities account expressly provides that the securities account is maintained at an office in a particular jurisdiction, that jurisdiction is the securities intermediary's jurisdiction.
(4) If none of the preceding apply, the securities intermediary's jurisdiction is the jurisdiction in which the office identified in an account statement as the office serving the entitlement holder's account is located.
(5) If none of the preceding apply, the securities intermediary's jurisdiction is the jurisdiction in which the chief executive office of the securities intermediary is located.
(f) A securities intermediary's jurisdiction is not determined by the physical location of certificates representing financial assets, or by the jurisdiction in which is organized the issuer of the financial asset with respect to which an entitlement holder has a security entitlement, or by the location of facilities for data processing or other record keeping concerning the account.
Acts 1997, ch. 79, § 1; 2000, ch. 846, § 18.
Tenn. Code Ann. § 47-8-115 — TN Code / Title 47 / Chapter 8 / Section 47-8-115
Securities intermediary and others not liable to adverse claimant
Status: in_force

A securities intermediary that has transferred a financial asset pursuant to an effective entitlement order, or a broker or other agent or bailee that has dealt with a financial asset at the direction of its customer or principal, is not liable to a person having an adverse claim to the financial asset, unless the securities intermediary, or broker or other agent or bailee: (1) took the action after it had been served with an injunction, restraining order, or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order, or other legal process; or (2) acted in collusion with the wrongdoer in violating the rights of the adverse claimant; or (3) in the case of a security certificate that has been stolen, acted with notice of the adverse claim. Acts 1997, ch. 79, § 1.
A securities intermediary that has transferred a financial asset pursuant to an effective entitlement order, or a broker or other agent or bailee that has dealt with a financial asset at the direction of its customer or principal, is not liable to a person having an adverse claim to the financial asset, unless the securities intermediary, or broker or other agent or bailee:
(1) took the action after it had been served with an injunction, restraining order, or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order, or other legal process; or
(2) acted in collusion with the wrongdoer in violating the rights of the adverse claimant; or
(3) in the case of a security certificate that has been stolen, acted with notice of the adverse claim.
Acts 1997, ch. 79, § 1.
Tenn. Code Ann. § 47-12-105 — TN Code / Title 47 / Chapter 12 / Section 47-12-105
Creditor's rights against debtor preserved
Status: repealed

The rights and remedies of the creditor against the principal debtor shall be in no way affected by this chapter. Code 1858, § 1972 (deriv. Acts 1801, ch. 18, § 6); Shan., § 3521; Code 1932, §7530; T.C.A. (orig. ed.), § 47-705.
The rights and remedies of the creditor against the principal debtor shall be in no way affected by this chapter.
Code 1858, § 1972 (deriv. Acts 1801, ch. 18, § 6); Shan., § 3521; Code 1932, §7530; T.C.A. (orig. ed.), § 47-705.
Tenn. Code Ann. § 47-18-5604 — TN Code / Title 47 / Chapter 18 / Section 47-18-5604
Violation - Remedies
Status: in_force

(a) If an enrollee believes that an individual or entity has violated this part, then the enrollee may submit a complaint to the consumer protection division. (b) If the consumer protection division finds that an individual or entity has violated this part, then the division may seek any remedies available pursuant to the Tennessee Consumer Protection Act of 1977, compiled in part 1 of this chapter. Added by 2023 Tenn. Acts, ch. 148, s 1, eff. 7/1/2023.
(a) If an enrollee believes that an individual or entity has violated this part, then the enrollee may submit a complaint to the consumer protection division.
(b) If the consumer protection division finds that an individual or entity has violated this part, then the division may seek any remedies available pursuant to the Tennessee Consumer Protection Act of 1977, compiled in part 1 of this chapter.
Added by 2023 Tenn. Acts, ch. 148, s 1, eff. 7/1/2023.
Tenn. Code Ann. § 47-2-609 — TN Code / Title 47 / Chapter 2 / Section 47-2-609
Right to adequate assurance of performance
Status: in_force

(1) A contract for sale imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party the other may in writing demand adequate assurance of due performance and until he receives such assurance may if commercially reasonable suspend any performance for which he has not already received the agreed return. (2) Between merchants the reasonableness of grounds for insecurity and the adequacy of any assurance offered shall be determined according to commercial standards. (3) Acceptance of any improper delivery or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance. (4) After receipt of a justified demand failure to provide within a reasonable time not exceeding thirty (30) days such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of the contract. Acts 1963, ch. 81, § 1 (2-609).
(1) A contract for sale imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party the other may in writing demand adequate assurance of due performance and until he receives such assurance may if commercially reasonable suspend any performance for which he has not already received the agreed return.
(2) Between merchants the reasonableness of grounds for insecurity and the adequacy of any assurance offered shall be determined according to commercial standards.
(3) Acceptance of any improper delivery or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance.
(4) After receipt of a justified demand failure to provide within a reasonable time not exceeding thirty (30) days such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of the contract.
Acts 1963, ch. 81, § 1 (2-609).
Tenn. Code Ann. § 47-25-1707 — TN Code / Title 47 / Chapter 25 / Section 47-25-1707
Statute of limitations
Status: in_force

An action for misappropriation must be brought within three (3) years after the misappropriation is discovered or, by the exercise of reasonable diligence, should have been discovered. For the purposes of this section, a continuing misappropriation by any person constitutes a single claim against that person, but this section shall be applied separately to any claim against each other person who receives a trade secret from another person who misappropriated that trade secret. Acts 2000, ch. 647, § 7.
An action for misappropriation must be brought within three (3) years after the misappropriation is discovered or, by the exercise of reasonable diligence, should have been discovered. For the purposes of this section, a continuing misappropriation by any person constitutes a single claim against that person, but this section shall be applied separately to any claim against each other person who receives a trade secret from another person who misappropriated that trade secret.
Acts 2000, ch. 647, § 7.
Tenn. Code Ann. § 47-2a-524 — TN Code / Title 47 / Chapter 2a / Section 47-2a-524
2024 Tennessee Code Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) Part 5 - DEFAULT (§§ 47-2A-501 — 47-2A-532) C. DEFAULT BY LESSEE (§§ 47-2A-523 — 47-2A-532) Section 47-2A-524 - Lessor's right to identify goods to lease contract
Status: in_force

(1) After default by the lessee under the lease contract of the type described in § 47-2A-523(1) or § 47-2A-523(3)(a) or, if agreed, after other default by the lessee, the lessor may: (a) identify to the lease contract conforming goods not already identified if at the time the lessor learned of the default they were in the lessor's or the supplier's possession or control; and (b) dispose of goods (§ 47-2A-527(1) ) that demonstrably have been intended for the particular lease contract even though those goods are unfinished. (2) If the goods are unfinished, in the exercise of reasonable commercial judgment for the purposes of avoiding loss and of effective realization, an aggrieved lessor or the supplier may either complete manufacture and wholly identify the goods to the lease contract or cease manufacture and lease, sell, or otherwise dispose of the goods for scrap or salvage value or proceed in any other reasonable manner. Acts 1993, ch. 398, § 1.
(1) After default by the lessee under the lease contract of the type described in § 47-2A-523(1) or § 47-2A-523(3)(a) or, if agreed, after other default by the lessee, the lessor may: (a) identify to the lease contract conforming goods not already identified if at the time the lessor learned of the default they were in the lessor's or the supplier's possession or control; and (b) dispose of goods (§ 47-2A-527(1) ) that demonstrably have been intended for the particular lease contract even though those goods are unfinished.
(a) identify to the lease contract conforming goods not already identified if at the time the lessor learned of the default they were in the lessor's or the supplier's possession or control; and
(b) dispose of goods (§ 47-2A-527(1) ) that demonstrably have been intended for the particular lease contract even though those goods are unfinished.
(2) If the goods are unfinished, in the exercise of reasonable commercial judgment for the purposes of avoiding loss and of effective realization, an aggrieved lessor or the supplier may either complete manufacture and wholly identify the goods to the lease contract or cease manufacture and lease, sell, or otherwise dispose of the goods for scrap or salvage value or proceed in any other reasonable manner.
Acts 1993, ch. 398, § 1.
Tenn. Code Ann. § 47-1-106 — TN Code / Title 47 / Chapter 1 / Section 47-1-106
Use of singular and plural - Gender
Status: in_force

In chapters 1-9 of this title, unless the statutory context otherwise requires: (1) Words in the singular number include the plural, and those in the plural include the singular; and (2) Words of any gender also refer to any other gender. Acts 2008, ch. 930, § 1.
In chapters 1-9 of this title, unless the statutory context otherwise requires:
(1) Words in the singular number include the plural, and those in the plural include the singular; and
(2) Words of any gender also refer to any other gender.
Acts 2008, ch. 930, § 1.
Tenn. Code Ann. § 47-18-5602 — TN Code / Title 47 / Chapter 18 / Section 47-18-5602
Air ambulance membership restrictions - Notification requirements
Status: in_force

(a) An air ambulance membership organization shall not knowingly sell, offer for sale, or provide an air ambulance membership agreement to an individual who is enrolled in TennCare Medicaid. (b) If an individual who has purchased an air ambulance membership agreement subsequently enrolls in TennCare Medicaid during the duration of the membership agreement, the enrollee shall notify the air ambulance membership organization of such enrollment within thirty (30) days following the effective date of the enrollment. If the enrollee timely notifies the air ambulance membership organization of such enrollment, the air ambulance membership organization shall provide the enrollee a pro-rated refund of any consideration paid for the period from the effective date of the TennCare Medicaid enrollment through the expiration date of the air ambulance membership agreement. If the enrollee does not timely notify the air ambulance membership organization of such enrollment, the enrollee is not entitled to a pro-rated refund, but the air ambulance membership organization shall still disenroll the enrollee within thirty (30) days of receipt of the notice of the enrollee's enrollment in TennCare Medicaid. Added by 2023 Tenn. Acts, ch. 148, s 1, eff. 7/1/2023.
(a) An air ambulance membership organization shall not knowingly sell, offer for sale, or provide an air ambulance membership agreement to an individual who is enrolled in TennCare Medicaid.
(b) If an individual who has purchased an air ambulance membership agreement subsequently enrolls in TennCare Medicaid during the duration of the membership agreement, the enrollee shall notify the air ambulance membership organization of such enrollment within thirty (30) days following the effective date of the enrollment. If the enrollee timely notifies the air ambulance membership organization of such enrollment, the air ambulance membership organization shall provide the enrollee a pro-rated refund of any consideration paid for the period from the effective date of the TennCare Medicaid enrollment through the expiration date of the air ambulance membership agreement. If the enrollee does not timely notify the air ambulance membership organization of such enrollment, the enrollee is not entitled to a pro-rated refund, but the air ambulance membership organization shall still disenroll the enrollee within thirty (30) days of receipt of the notice of the enrollee's enrollment in TennCare Medicaid.
Added by 2023 Tenn. Acts, ch. 148, s 1, eff. 7/1/2023.
Tenn. Code Ann. § 47-7-402 — TN Code / Title 47 / Chapter 7 / Section 47-7-402
Duplicate document of title - Overissue
Status: in_force

A duplicate or any other document of title purporting to cover goods already represented by an outstanding document of the same issuer does not confer any right in the goods, except as provided in the case of tangible bills of lading in a set of parts, overissue of documents for fungible goods, substitutes for lost, stolen, or destroyed documents, or substitute documents issued pursuant to § 47-7-105 . The issuer is liable for damages caused by its overissue or failure to identify a duplicate document by a conspicuous notation. Acts 2008, ch. 814, § 1.
A duplicate or any other document of title purporting to cover goods already represented by an outstanding document of the same issuer does not confer any right in the goods, except as provided in the case of tangible bills of lading in a set of parts, overissue of documents for fungible goods, substitutes for lost, stolen, or destroyed documents, or substitute documents issued pursuant to § 47-7-105 . The issuer is liable for damages caused by its overissue or failure to identify a duplicate document by a conspicuous notation.
Acts 2008, ch. 814, § 1.
Tenn. Code Ann. § 47-4a-212 — TN Code / Title 47 / Chapter 4a / Section 47-4a-212
2024 Tennessee Code Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) Chapter 4A - FUNDS TRANSFERS (§§ 47-4A-101 — 47-4A-507) Part 2 - ISSUE AND ACCEPTANCE OF PAYMENT ORDER (§§ 47-4A-201 — 47-4A-212) Section 47-4A-212 - Liability and duty of receiving bank regarding unaccepted payment order
Status: in_force

If a receiving bank fails to accept a payment order that it is obliged by express agreement to accept, the bank is liable for breach of the agreement to the extent provided in the agreement or in this chapter, but does not otherwise have any duty to accept a payment order or, before acceptance, to take any action, or refrain from taking action, with respect to the order except as provided in this chapter or by express agreement. Liability based on acceptance arises only when acceptance occurs as stated in § 47-4A-209 , and liability is limited to that provided in this chapter. A receiving bank is not the agent of the sender or beneficiary of the payment order it accepts, or of any other party to the funds transfer, and the bank owes no duty to any party to the funds transfer except as provided in this chapter or by express agreement. Acts 1991, ch. 52, § 1.
If a receiving bank fails to accept a payment order that it is obliged by express agreement to accept, the bank is liable for breach of the agreement to the extent provided in the agreement or in this chapter, but does not otherwise have any duty to accept a payment order or, before acceptance, to take any action, or refrain from taking action, with respect to the order except as provided in this chapter or by express agreement. Liability based on acceptance arises only when acceptance occurs as stated in § 47-4A-209 , and liability is limited to that provided in this chapter. A receiving bank is not the agent of the sender or beneficiary of the payment order it accepts, or of any other party to the funds transfer, and the bank owes no duty to any party to the funds transfer except as provided in this chapter or by express agreement.
Acts 1991, ch. 52, § 1.
Tenn. Code Ann. § 47-25-1303 — TN Code / Title 47 / Chapter 25 / Section 47-25-1303
Retailer's right to have inventory repurchased
Status: in_force

Whenever any retailer enters into an agreement, evidenced by a written or oral contract, with a supplier wherein the retailer agrees to maintain an inventory of parts and to provide service and the contract is terminated, then the supplier shall repurchase the inventory as provided in this part. The retailer may keep the inventory if the retailer desires. If the retailer has any outstanding debts to the supplier, then the repurchase amount may be set off or credited to the retailer's account. Acts 1999, ch. 193, § 4.
Whenever any retailer enters into an agreement, evidenced by a written or oral contract, with a supplier wherein the retailer agrees to maintain an inventory of parts and to provide service and the contract is terminated, then the supplier shall repurchase the inventory as provided in this part. The retailer may keep the inventory if the retailer desires. If the retailer has any outstanding debts to the supplier, then the repurchase amount may be set off or credited to the retailer's account.
Acts 1999, ch. 193, § 4.
Tenn. Code Ann. § 47-8-111 — TN Code / Title 47 / Chapter 8 / Section 47-8-111
Clearing corporation rules
Status: in_force

A rule adopted by a clearing corporation governing rights and obligations among the clearing corporation and its participants in the clearing corporation is effective even if the rule conflicts with this chapter and affects another party who does not consent to the rule. Acts 1997, ch. 79, § 1.
A rule adopted by a clearing corporation governing rights and obligations among the clearing corporation and its participants in the clearing corporation is effective even if the rule conflicts with this chapter and affects another party who does not consent to the rule.
Acts 1997, ch. 79, § 1.
Tenn. Code Ann. § 47-2a-522 — TN Code / Title 47 / Chapter 2a / Section 47-2a-522
2024 Tennessee Code Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) Part 5 - DEFAULT (§§ 47-2A-501 — 47-2A-532) B. DEFAULT BY LESSOR (§§ 47-2A-508 — 47-2A-522) Section 47-2A-522 - Lessee's right to goods on lessor's insolvency
Status: in_force

(1) Subject to subsection (2) and even though the goods have not been shipped, a lessee who has paid a part or all of the rent and security for goods identified to a lease contract (§ 47-2A-217 ) on making and keeping good a tender of any unpaid portion of the rent and security due under the lease contract may recover the goods identified from the lessor if the lessor becomes insolvent within ten (10) days after receipt of the first installment of rent and security. (2) A lessee acquires the right to recover goods identified to a lease contract only if they conform to the lease contract. Acts 1993, ch. 398, § 1.
(1) Subject to subsection (2) and even though the goods have not been shipped, a lessee who has paid a part or all of the rent and security for goods identified to a lease contract (§ 47-2A-217 ) on making and keeping good a tender of any unpaid portion of the rent and security due under the lease contract may recover the goods identified from the lessor if the lessor becomes insolvent within ten (10) days after receipt of the first installment of rent and security.
(2) A lessee acquires the right to recover goods identified to a lease contract only if they conform to the lease contract.
Acts 1993, ch. 398, § 1.
Tenn. Code Ann. § 47-25-1210 — TN Code / Title 47 / Chapter 25 / Section 47-25-1210
Right of action against developer
Status: in_force

No contract for invention development services shall require or entail the execution of any note or series of notes by the customer which, when separately negotiated, will cut off as to third parties any right of action or defense which the customer may have against the invention developer. Acts 1977, ch. 436, § 7; T.C.A., § 47-20-110.
No contract for invention development services shall require or entail the execution of any note or series of notes by the customer which, when separately negotiated, will cut off as to third parties any right of action or defense which the customer may have against the invention developer.
Acts 1977, ch. 436, § 7; T.C.A., § 47-20-110.
Tenn. Code Ann. § 47-9-109 — TN Code / Title 47 / Chapter 9 / Section 47-9-109
Scope
Status: in_force

(a) General scope of chapter. Except as otherwise provided in subsections (c) and (d), this chapter applies to: (1) a transaction, regardless of its form, that creates a security interest in personal property or fixtures by contract; (2) an agricultural lien; (3) a sale of accounts, chattel paper, payment intangibles, or promissory notes; (4) a consignment; (5) a security interest arising under § 47-2-401 , § 47-2-505 , § 47-2-711(3) , or § 47-2A-508(5) , as provided in § 47-9-110 ; and (6) a security interest arising under § 47-4-210 or § 47-5-118 . (b) Security interest in secured obligation. The application of this chapter to a security interest in a secured obligation is not affected by the fact that the obligation is itself secured by a transaction or interest to which this chapter does not apply. (c) Extent to which chapter does not apply. This chapter does not apply to the extent that: (1) a statute, regulation, or treaty of the United States preempts this chapter; (2) another statute of this state expressly governs the creation, perfection, priority, or enforcement of a security interest created by this state or a governmental unit of this state, including, but not limited to, title 9, chapter 22; (3) a statute of another state, a foreign country, or a governmental unit of another state or a foreign country, other than a statute generally applicable to security interests, expressly governs creation, perfection, priority, or enforcement of a security interest created by the state, country, or governmental unit; or (4) the rights of a transferee beneficiary or nominated person under a letter of credit are independent and superior under § 47-5-114 . (d) Inapplicability of chapter. This chapter does not apply to: (1) a landlord's lien, other than an agricultural lien; (2) a lien, other than an agricultural lien, given by statute or other rule of law for services or materials, but § 47-9-333 applies with respect to priority of the lien; (3) an assignment of a claim for wages, salary, or other compensation of an employee; (4) a sale of accounts, chattel paper, payment intangibles, or promissory notes as part of a sale of the business out of which they arose; (5) an assignment of accounts, chattel paper, payment intangibles, or promissory notes which is for the purpose of collection only; (6) an assignment of a right to payment under a contract to an assignee that is also obligated to perform under the contract; (7) an assignment of a single account, payment intangible, or promissory note to an assignee in full or partial satisfaction of a preexisting indebtedness; (8) a transfer of an interest in or an assignment of a claim under a policy of insurance, other than an assignment by or to a health-care provider of a health-care-insurance receivable and any subsequent assignment of the right to payment, but §§ 47-9-315 and 47-9-322 apply with respect to proceeds and priorities in proceeds; (9) an assignment of a right represented by a judgment, other than a judgment taken on a right to payment that was collateral; (10) a right of recoupment or set-off, but: (A) § 47-9-340 applies with respect to the effectiveness of rights of recoupment or set-off against deposit accounts; and (B) § 47-9-404 applies with respect to defenses or claims of an account debtor; (11) the creation or transfer of an interest in or lien on real property, including a lease or rents thereunder, except to the extent that provision is made for: (A) liens on real property in § 47-9-203 and § 47-9-308 ; (B) fixtures in § 47-9-334 ; (C) fixture filings in § 47-9-501 , § 47-9-502 , § 47-9-512 , § 47-9-516 , and § 47-9-519 ; and (D) security agreements covering personal and real property in § 47-9-604 ; (12) an assignment of a claim arising in tort, other than a commercial tort claim, but §§ 47-9-315 and 47-9-322 apply with respect to proceeds and priorities in proceeds; (13) an assignment of a deposit account in a consumer transaction, but §§ 47-9-315 and 47-9-322 apply with respect to proceeds and priorities in proceeds; (14) an assignment of a claim or right to receive compensation for injuries or sickness as described in 26 U.S.C. § 104(a)(1) or (2) , as amended from time to time; or (15) an assignment of a claim or right to receive benefits under a special needs trust described in 42 U.S.C. § 1396p(d)(4) , as amended from time to time. Acts 2000, ch. 846, § 1; 2001, ch. 143, § 1; 2001, ch. 290, § 2.
(a) General scope of chapter. Except as otherwise provided in subsections (c) and (d), this chapter applies to: (1) a transaction, regardless of its form, that creates a security interest in personal property or fixtures by contract; (2) an agricultural lien; (3) a sale of accounts, chattel paper, payment intangibles, or promissory notes; (4) a consignment; (5) a security interest arising under § 47-2-401 , § 47-2-505 , § 47-2-711(3) , or § 47-2A-508(5) , as provided in § 47-9-110 ; and (6) a security interest arising under § 47-4-210 or § 47-5-118 .
(1) a transaction, regardless of its form, that creates a security interest in personal property or fixtures by contract;
(2) an agricultural lien;
(3) a sale of accounts, chattel paper, payment intangibles, or promissory notes;
(4) a consignment;
(5) a security interest arising under § 47-2-401 , § 47-2-505 , § 47-2-711(3) , or § 47-2A-508(5) , as provided in § 47-9-110 ; and
(6) a security interest arising under § 47-4-210 or § 47-5-118 .
(b) Security interest in secured obligation. The application of this chapter to a security interest in a secured obligation is not affected by the fact that the obligation is itself secured by a transaction or interest to which this chapter does not apply.
(c) Extent to which chapter does not apply. This chapter does not apply to the extent that: (1) a statute, regulation, or treaty of the United States preempts this chapter; (2) another statute of this state expressly governs the creation, perfection, priority, or enforcement of a security interest created by this state or a governmental unit of this state, including, but not limited to, title 9, chapter 22; (3) a statute of another state, a foreign country, or a governmental unit of another state or a foreign country, other than a statute generally applicable to security interests, expressly governs creation, perfection, priority, or enforcement of a security interest created by the state, country, or governmental unit; or (4) the rights of a transferee beneficiary or nominated person under a letter of credit are independent and superior under § 47-5-114 .
(1) a statute, regulation, or treaty of the United States preempts this chapter;
(2) another statute of this state expressly governs the creation, perfection, priority, or enforcement of a security interest created by this state or a governmental unit of this state, including, but not limited to, title 9, chapter 22;
(3) a statute of another state, a foreign country, or a governmental unit of another state or a foreign country, other than a statute generally applicable to security interests, expressly governs creation, perfection, priority, or enforcement of a security interest created by the state, country, or governmental unit; or
(4) the rights of a transferee beneficiary or nominated person under a letter of credit are independent and superior under § 47-5-114 .
(d) Inapplicability of chapter. This chapter does not apply to: (1) a landlord's lien, other than an agricultural lien; (2) a lien, other than an agricultural lien, given by statute or other rule of law for services or materials, but § 47-9-333 applies with respect to priority of the lien; (3) an assignment of a claim for wages, salary, or other compensation of an employee; (4) a sale of accounts, chattel paper, payment intangibles, or promissory notes as part of a sale of the business out of which they arose; (5) an assignment of accounts, chattel paper, payment intangibles, or promissory notes which is for the purpose of collection only; (6) an assignment of a right to payment under a contract to an assignee that is also obligated to perform under the contract; (7) an assignment of a single account, payment intangible, or promissory note to an assignee in full or partial satisfaction of a preexisting indebtedness; (8) a transfer of an interest in or an assignment of a claim under a policy of insurance, other than an assignment by or to a health-care provider of a health-care-insurance receivable and any subsequent assignment of the right to payment, but §§ 47-9-315 and 47-9-322 apply with respect to proceeds and priorities in proceeds; (9) an assignment of a right represented by a judgment, other than a judgment taken on a right to payment that was collateral; (10) a right of recoupment or set-off, but: (A) § 47-9-340 applies with respect to the effectiveness of rights of recoupment or set-off against deposit accounts; and (B) § 47-9-404 applies with respect to defenses or claims of an account debtor; (11) the creation or transfer of an interest in or lien on real property, including a lease or rents thereunder, except to the extent that provision is made for: (A) liens on real property in § 47-9-203 and § 47-9-308 ; (B) fixtures in § 47-9-334 ; (C) fixture filings in § 47-9-501 , § 47-9-502 , § 47-9-512 , § 47-9-516 , and § 47-9-519 ; and (D) security agreements covering personal and real property in § 47-9-604 ; (12) an assignment of a claim arising in tort, other than a commercial tort claim, but §§ 47-9-315 and 47-9-322 apply with respect to proceeds and priorities in proceeds; (13) an assignment of a deposit account in a consumer transaction, but §§ 47-9-315 and 47-9-322 apply with respect to proceeds and priorities in proceeds; (14) an assignment of a claim or right to receive compensation for injuries or sickness as described in 26 U.S.C. § 104(a)(1) or (2) , as amended from time to time; or (15) an assignment of a claim or right to receive benefits under a special needs trust described in 42 U.S.C. § 1396p(d)(4) , as amended from time to time.
(1) a landlord's lien, other than an agricultural lien;
(2) a lien, other than an agricultural lien, given by statute or other rule of law for services or materials, but § 47-9-333 applies with respect to priority of the lien;
(3) an assignment of a claim for wages, salary, or other compensation of an employee;
(4) a sale of accounts, chattel paper, payment intangibles, or promissory notes as part of a sale of the business out of which they arose;
(5) an assignment of accounts, chattel paper, payment intangibles, or promissory notes which is for the purpose of collection only;
(6) an assignment of a right to payment under a contract to an assignee that is also obligated to perform under the contract;
(7) an assignment of a single account, payment intangible, or promissory note to an assignee in full or partial satisfaction of a preexisting indebtedness;
(8) a transfer of an interest in or an assignment of a claim under a policy of insurance, other than an assignment by or to a health-care provider of a health-care-insurance receivable and any subsequent assignment of the right to payment, but §§ 47-9-315 and 47-9-322 apply with respect to proceeds and priorities in proceeds;
(9) an assignment of a right represented by a judgment, other than a judgment taken on a right to payment that was collateral;
(10) a right of recoupment or set-off, but: (A) § 47-9-340 applies with respect to the effectiveness of rights of recoupment or set-off against deposit accounts; and (B) § 47-9-404 applies with respect to defenses or claims of an account debtor;
(A) § 47-9-340 applies with respect to the effectiveness of rights of recoupment or set-off against deposit accounts; and
(B) § 47-9-404 applies with respect to defenses or claims of an account debtor;
(11) the creation or transfer of an interest in or lien on real property, including a lease or rents thereunder, except to the extent that provision is made for: (A) liens on real property in § 47-9-203 and § 47-9-308 ; (B) fixtures in § 47-9-334 ; (C) fixture filings in § 47-9-501 , § 47-9-502 , § 47-9-512 , § 47-9-516 , and § 47-9-519 ; and (D) security agreements covering personal and real property in § 47-9-604 ;
(A) liens on real property in § 47-9-203 and § 47-9-308 ;
(B) fixtures in § 47-9-334 ;
(C) fixture filings in § 47-9-501 , § 47-9-502 , § 47-9-512 , § 47-9-516 , and § 47-9-519 ; and
(D) security agreements covering personal and real property in § 47-9-604 ;
(12) an assignment of a claim arising in tort, other than a commercial tort claim, but §§ 47-9-315 and 47-9-322 apply with respect to proceeds and priorities in proceeds;
(13) an assignment of a deposit account in a consumer transaction, but §§ 47-9-315 and 47-9-322 apply with respect to proceeds and priorities in proceeds;
(14) an assignment of a claim or right to receive compensation for injuries or sickness as described in 26 U.S.C. § 104(a)(1) or (2) , as amended from time to time; or
(15) an assignment of a claim or right to receive benefits under a special needs trust described in 42 U.S.C. § 1396p(d)(4) , as amended from time to time.
Acts 2000, ch. 846, § 1; 2001, ch. 143, § 1; 2001, ch. 290, § 2.
Tenn. Code Ann. § 47-4a-305 — TN Code / Title 47 / Chapter 4a / Section 47-4a-305
2024 Tennessee Code Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) Chapter 4A - FUNDS TRANSFERS (§§ 47-4A-101 — 47-4A-507) Part 3 - EXECUTION OF SENDER'S PAYMENT ORDER BY RECEIVING BANK (§§ 47-4A-301 — 47-4A-305) Section 47-4A-305 - Liability for late or improper execution or failure to execute payment order
Status: in_force

(a) If a funds transfer is completed but execution of a payment order by the receiving bank in breach of § 47-4A-302 results in delay in payment to the beneficiary, the bank is obliged to pay interest to either the originator or the beneficiary of the funds transfer for the period of delay caused by the improper execution. Except as provided in subsection (c), additional damages are not recoverable. (b) If execution of a payment order by a receiving bank in breach of § 47-4A-302 results in: (i) Noncompletion of the funds transfer; (ii) Failure to use an intermediary bank designated by the originator; or (iii) Issuance of a payment order that does not comply with the terms of the payment order of the originator, the bank is liable to the originator for its expenses in the funds transfer and for incidental expenses and interest losses, to the extent not covered by subsection (a), resulting from the improper execution. Except as provided in subsection (c), additional damages are not recoverable. (c) In addition to the amounts payable under subsections (a) and (b), damages, including consequential damages, are recoverable to the extent provided in an express written agreement of the receiving bank. (d) If a receiving bank fails to execute a payment order it was obliged by express agreement to execute, the receiving bank is liable to the sender for its expenses in the transaction and for incidental expenses and interest losses resulting from the failure to execute. Additional damages, including consequential damages, are recoverable to the extent provided in an express written agreement of the receiving bank, but are not otherwise recoverable. (e) Reasonable attorney's fees are recoverable if demand for compensation under subsection (a) or (b) is made and refused before an action is brought on the claim. If a claim is made for breach of an agreement under subsection (d) and the agreement does not provide for damages, reasonable attorney's fees are recoverable if demand for compensation under subsection (d) is made and refused before an action is brought on the claim. (f) Except as stated in this section, the liability of a receiving bank under subsections (a) and (b) may not be varied by agreement. Acts 1991, ch. 52, § 1.
(a) If a funds transfer is completed but execution of a payment order by the receiving bank in breach of § 47-4A-302 results in delay in payment to the beneficiary, the bank is obliged to pay interest to either the originator or the beneficiary of the funds transfer for the period of delay caused by the improper execution. Except as provided in subsection (c), additional damages are not recoverable.
(b) If execution of a payment order by a receiving bank in breach of § 47-4A-302 results in: (i) Noncompletion of the funds transfer; (ii) Failure to use an intermediary bank designated by the originator; or (iii) Issuance of a payment order that does not comply with the terms of the payment order of the originator, the bank is liable to the originator for its expenses in the funds transfer and for incidental expenses and interest losses, to the extent not covered by subsection (a), resulting from the improper execution. Except as provided in subsection (c), additional damages are not recoverable.
(i) Noncompletion of the funds transfer;
(ii) Failure to use an intermediary bank designated by the originator; or
(iii) Issuance of a payment order that does not comply with the terms of the payment order of the originator, the bank is liable to the originator for its expenses in the funds transfer and for incidental expenses and interest losses, to the extent not covered by subsection (a), resulting from the improper execution. Except as provided in subsection (c), additional damages are not recoverable.
the bank is liable to the originator for its expenses in the funds transfer and for incidental expenses and interest losses, to the extent not covered by subsection (a), resulting from the improper execution. Except as provided in subsection (c), additional damages are not recoverable.
(c) In addition to the amounts payable under subsections (a) and (b), damages, including consequential damages, are recoverable to the extent provided in an express written agreement of the receiving bank.
(d) If a receiving bank fails to execute a payment order it was obliged by express agreement to execute, the receiving bank is liable to the sender for its expenses in the transaction and for incidental expenses and interest losses resulting from the failure to execute. Additional damages, including consequential damages, are recoverable to the extent provided in an express written agreement of the receiving bank, but are not otherwise recoverable.
(e) Reasonable attorney's fees are recoverable if demand for compensation under subsection (a) or (b) is made and refused before an action is brought on the claim. If a claim is made for breach of an agreement under subsection (d) and the agreement does not provide for damages, reasonable attorney's fees are recoverable if demand for compensation under subsection (d) is made and refused before an action is brought on the claim.
(f) Except as stated in this section, the liability of a receiving bank under subsections (a) and (b) may not be varied by agreement.
Acts 1991, ch. 52, § 1.
Tenn. Code Ann. § 47-18-1608 — TN Code / Title 47 / Chapter 18 / Section 47-18-1608
[Renumbered]
Status: repealed

Added by 2016 Tenn. Acts, ch. 978, s 1, eff. 7/1/2016.