IN THE COURT OF APPEALS OF TENNESSEE

AT NASHVILLE

November 1, 2016 Session

MARK HENDERSON

V. CITY OF MOUNT PLEASANT, TENNESSEE ET AL.

Appeal from the Chancery Court for Maury County

No. 15-544 David L. Allen, Judge

No. M2016-00639-COA-R3-CV – Filed November 28, 2016

Petitioner, the interim city manager for the City of Mount Pleasant, Tennessee, filed suit 

seeking a declaratory judgment that the votes of two commissioners to terminate his

employment were void due to a conflict of interest. He contends their votes were void 

because ethics complaints filed by Petitioner against the two commissioners were 

pending at the time of the vote. The trial court dismissed the petition for failure to state a 

claim upon which relief can be granted, pursuant to Tenn. R. Civ. P. 12.02(6), upon the 

finding that the petition failed to allege facts which would show that the commissioners 

had a personal financial interest in the outcome of the vote on Petitioner‟s employment. 

Petitioner appealed; we affirm.

Tenn. R. App. P. 3 Appeal as of Right; Judgment of the Chancery Court Affirmed

FRANK G. CLEMENT, JR., P.J., M.S., delivered the opinion of the Court, in which

RICHARD H. DINKINS and W. NEAL MCBRAYER, JJ., joined.

Mark Henderson, Mount Pleasant, Tennessee, Pro Se.

Daniel H. Rader IV and Daniel H. Rader III, Cookeville, Tennessee, for the appellees,

City of Mount Pleasant, Tennessee; Delores Blankenship; Mike Davis; Ricky Frazier; 

and Michael Hay.

John D. Burleson and Matthew R. Courtner, Jackson, Tennessee, for the appellees Robert 

Shackelford and George Vestal.

OPINION

On July 21, 2015, the City of Mount Pleasant, Tennessee, through its five member 

board of commissioners, hired Mark Henderson (“Petitioner”) as interim city manager.
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Over the following months, two city commissioners grew dissatisfied with Petitioner‟s 

job performance, and at a meeting on October 2, 2015, Commissioners Ricky Frazier and 

Delores Blankenship moved to terminate Petitioner‟s employment. However, this motion 

failed by a vote of 2-3.

Thereafter, Petitioner filed ethics complaints against Commissioners Frazier and 

Blankenship with the city attorney, Quinn Brandon Stewart. Ms. Stewart notified the 

commissioners of the complaints and began an investigation into the allegations. 

On November 3, 2015, the board of commissioners held a special meeting “to 

discuss and act upon the interim city manager‟s position.” At the beginning of this 

meeting, Ms. Stewart advised the Commission that, in her legal opinion, it would be a 

conflict of interest for Commissioners Frazier and Blankenship to vote on any issue 

involving Petitioner given that the ethics complaints he filed against them were pending. 

Thereafter, a motion was made to appoint Petitioner as permanent city manager under the 

same contractual terms as the previous city manager for a term of one year. Despite Ms. 

Stewart‟s opinion, Commissioners Frazier and Blankenship participated in the vote on 

this motion, which resulted in the motion‟s failure by a 2-3 vote. Commissioner Frazier 

then moved to terminate Petitioner. This motion passed 3-2, with Commissioners Frazier 

and Blankenship once again participating in the vote. Commissioners Frazier and 

Blankenship subsequently moved to hire a new interim city manager, which motion also 

passed 3-2.

The following day, Petitioner notified Ms. Stewart that it was his position that he 

had been elected permanent city manager at the November 3, 2015, meeting. Petitioner

argued that the votes of Commissioners Frazier and Blankenship were void as a result of 

their conflict of interest; therefore, the initial motion to make Petitioner permanent city 

manager passed by a 2-1 vote.

Petitioner then filed a petition with the Maury County Chancery Court under 

Tenn. Code Ann. § 29-14-103, naming the City of Mount Pleasant, Commissioner 

Frazier, and Commissioner Blankenship as respondents.1The petition sought a 

declaratory judgment that the votes of Commissioners Frazier and Blankenship on 

November 3, 2015, were a nullity due to the ethics complaints pending against them and 

that the motion to make Petitioner permanent city manager be declared to have passed. 

Further, the petition requested that the court order specific performance of Petitioner‟s 

contract for employment with the city for one year. Petitioner also requested a temporary 

 

1 The petition also named Michael Hay, the individual hired to replace Petitioner as interim city 

manager, and Commissioner Mike Davis, the third commissioner that voted to terminate Petitioner, as 

respondents. By a subsequent amendment, Petitioner also added as respondents the two remaining city 

commissioners, Robert Shackelford and George Vestal.
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restraining order preventing the board of commissioners from hiring a permanent city 

manager pending a final resolution of the matter.

On December 2, 2015, the respondents filed a joint motion to dismiss the petition

for failure to state a claim upon which relief can be granted and a response in opposition 

to Petitioner‟s request for a restraining order. This motion argued that, although 

Tennessee conflict of interest law prevents an elected official from voting on a measure 

in which they have a personal financial interest, the vote in question did not involve a 

monetary interest for any of the commissioners and, therefore, did not constitute a 

conflict of interest as a matter of law. Thus, the respondents argued that the petition failed 

to state a claim upon which relief can be granted.

Following a hearing on this motion but before the court ruled, Petitioner filed a 

motion to amend his petition. The proposed amendment sought to add, inter alia, 

language to the petition relating to the financial interests of Commissioners Frazier and 

Blankenship. Specifically, the motion sought to add the following:

The proposed ouster in each of the ethics complaints would have resulted 

in a loss of income to both Frazier and Blankenship in the form of their 

salaries under Charter provision 6-20-204, which is the same as T.C.A. 6-

20-204. This meets the requirement of a personal financial interest under 

Tennessee conflicts of interest law, as ethics violations may only be filed 

by “an official or employee of the city” pursuant to the municipal 

code section 1-410. With Petitioner terminated, the ethics complaint would 

in effect disappear, and thus each had a direct financial interest in both 

terminating Petitioner as interim city manager and not hiring him on a 

permanent basis. 

In light of this motion, the court held a second hearing on January 13, 2016, after 

which it took the matter under advisement. Thereafter, the court filed a written opinion 

and order granting Petitioner‟s motion to amend but dismissing the amended petition 

under Rule 12.02(6) for failure to state a claim upon which relief can be granted. The 

court noted that 

[t]he key to the Tennessee Conflicts of Interest Law is personal financial 

interest. If the municipal official in question has no personal financial 

interest in the municipal contract or work that raised the question of a 

conflict of interest, there is no violation of the Conflicts of interest Law.

The court determined that no such personal financial interest existed for the 

commissioners under the facts alleged by Petitioner because the vote to remove Petitioner

from his position had no bearing on the pending ethics investigation. The court observed 

that Mount Pleasant municipal code does not limit the power to file an ethics complaint 
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to only “an official or employee” of the city; instead, the city attorney is required to 

investigate any credible ethics complaint. Thus, the court concluded that, because the 

vote to remove Petitioner did not constitute a conflict of interest as a matter of law, the 

petition failed to state a claim upon which relief can be granted.

Petitioner then filed a motion to alter or amend judgment, which motion was 

denied by the trial court. Thereafter, Petitioner initiated this appeal and argues that the 

trial court erred in dismissing his petition under Rule 12.02(6). 

STANDARD OF REVIEW

A Tenn. R. Civ. P. 12.02(6) motion to dismiss challenges only the legal 

sufficiency of the complaint, not the strength of the Petitioner‟s proof or evidence. Webb 

v. Nashville Area Habitat for Humanity, Inc., 346 S.W.3d 422, 427 (Tenn. 2011). “The 

resolution of a 12.02(6) motion to dismiss is determined by examination of the pleadings 

alone. A defendant who files a motion to dismiss „admits the truth of all the relevant and 

material allegations contained in the complaint, but . . . asserts that the allegations fail to 

establish a cause of action.‟” Id. (quoting Brown v. Tenn. Title Loans, Inc., 328 S.W.3d 

850, 854 (Tenn. 2010)).

When considering a motion to dismiss, courts “must construe the complaint 

liberally, presuming all factual allegations to be true and giving the Petitioner the benefit 

of all reasonable inferences.” Id. (citing Trau–Med of Am., Inc. v. Allstate Ins. Co., 71 

S.W.3d 691, 696 (Tenn. 2002)). A trial court should grant a motion to dismiss “only 

when it appears that the Petitioner can prove no set of facts in support of the claim that 

would entitle the Petitioner to relief.” Id. (quoting Crews v. Buckman Labs. Int'l, Inc., 78 

S.W.3d 852, 857 (Tenn. 2002)). We review the trial court's legal conclusions regarding 

the adequacy of the complaint de novo with no presumption of correctness. Id.; Doe v. 

Sundquist, 2 S.W.3d 919, 922 (Tenn. 1999).

ANALYSIS

At issue in this case is whether, under the facts alleged in Petitioner‟s complaint, 

Commissioners Frazier and Blankenship had a conflict of interest that precluded them 

from voting on Petitioner‟s continued employment.

Conflicts of interest in Tennessee are governed primarily by Tenn. Code Ann. 

§ 12-4-101. See City of New Johnsonville v. Handley, No. M2003-00549-COA-R3-CV, 

2005 WL 1981810, at *14 (Tenn. Ct. App. Aug. 16, 2005); 27 Tenn. Prac. Const. Law. 

§ 3:15. Section 12-4-101 provides, in relevant part, 

(a)(1) It is unlawful for any officer, committee member, director, or other 

person whose duty it is to vote for, let out, overlook, or in any manner to 
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superintend any work or any contract in which any municipal corporation, 

county, state . . . or other political subdivision created by statute shall or 

may be interested, to be directly interested in any such contract. “Directly 

interested” means any contract with the official personally or with any 

business in which the official is the sole proprietor, a partner, or the person 

having the controlling interest. . . .

. . .

(b) It is unlawful for any officer, committee member, director, or other 

person whose duty it is to vote for, let out, overlook, or in any manner to 

superintend any work or any contract in which any municipal corporation, 

county, state . . . or other political subdivision created by statute shall or 

may be interested, to be indirectly interested in any such contract unless the 

officer publicly acknowledges such officer‟s interest. “Indirectly interested” 

means any contract in which the officer is interested but not directly so, but 

includes contracts where the officer is directly interested but is the sole 

supplier of the goods or services in a municipality or county.

Tenn. Code Ann. § 12-4-101 (emphasis added).

The key to assessing whether a conflict of interest exists under this statute is 

personal financial interest. See Sid Hemsley, Conflicts of Interest in Tennessee, Univ. of 

Tenn. Municipal Technical Advisory Service Opinion (2008).

2

“If the municipal official 

in question has no personal financial interest in the municipal contract or work that raised 

the question of a confliction of interest,” there is no violation of Tenn. Code Ann. § 12-4-

101. Id.; see also Tenn. Op. Atty. Gen. No. 09-175, 2009 WL 3764110, at *2 (Tenn. A.G. 

Nov. 6, 2009) (“This Office has indicated in the past that the interest referred to under 

[Tenn. Code Ann. § 12-4-101] is a pecuniary interest.”).

For example, in Gillham v. City of Mt. Pleasant, a residential property owner 

challenged the procedures used by the city commission in granting a rezoning application 

submitted by two industrial companies. Gillham v. City of Mt. Pleasant, No. M2010-

02506-COA-R3-CV, 2012 WL 1079333, at *1 (Tenn. Ct. App. March 29, 2012). The 

property owner asserted, inter alia, that the city mayor and a commissioner had a conflict 

 

2 The Municipal Technical Advisory Service (“MTAS”), a part of the Institute for Public Service, 

is a state entity, which “exists to provide studies and research in municipal government, publications, and 

educational conferences and to furnish technical, consultative, and field services to municipalities of the 

state in problems relating to fiscal administration, accounting, tax assessment and collection, law 

enforcement, improvements and public works, and in any and all matters relating to municipal 

government.” Tenn. Code Ann. § 49-9-407. Opinions issued by the MTAS are available at 

http://www.mtas.tennessee.edu/web2012.nsf/Web/Knowledgebase+ByTitle. 
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of interest and that their participation granting the application invalidated the procedure. 

Id. Thereafter, the defendants filed a motion to dismiss which was granted by the trial 

court. Id.

On appeal, we concluded that neither the mayor nor the commissioner had a 

conflict of interest in the rezoning application. Id. at *8. We reasoned,

[t]he only basis for [Plaintiff‟s] allegations of conflict of interest is the fact 

that both Mayor Hendrix and Commissioner Colvett had public duties in 

their roles with the power system. In other words, [Plaintiff] has never 

claimed that either the mayor or the commissioner had any personal or 

private interest in the outcome of the rezoning procedure. There is no 

allegation that either could possibly profit personally from the rezoning. 

Neither is alleged to have any ownership or other interest in the two 

companies that sought the change in zoning.

Id. at *8 (emphasis added). Thus, we affirmed the trial court‟s dismissal of the complaint. 

Id. at *1.

In this case, Petitioner alleged that Commissioners Frazier and Blankenship had 

personal financial interests in the vote to terminate his employment because this vote 

affected the viability of the ethics complaints pending against the commissioners.

Specifically, Petitioner‟s amended complaint states,

The proposed ouster in each of the ethics complaints would have resulted 

in a loss of income to both Frazier and Blankenship in the form of their 

salaries. . . This meets the requirement of a personal financial interest 

under Tennessee conflicts of interest law, as ethics violations may only be 

filed by “an official or employee of the city” pursuant to the municipal 

code section 1-410. With Petitioner terminated, the ethics complaint would 

in effect disappear, and thus each had a direct financial interest in both 

terminating Petitioner as interim city manager and not hiring him on a 

permanent basis. 

In order to determine whether the pending ethics complaints created a conflict of 

interest for Commissioners Frazier and Blankenship in the vote to terminate Petitioner, 

we must review the relevant municipal ordinances. Section 1-410 of the Mount Pleasant 

Municipal Code provides, in relevant part,

(1) The city attorney is designated as the ethics officer of the municipality. 

Upon the written request of an official or employee potentially affected by 

a provision of this chapter, the city attorney may render an oral or written 

advisory ethics opinion based upon this chapter and other applicable law.
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(2)(a) Except as otherwise provided in this subsection, the city attorney 

shall investigate any credible complaint against an appointed official or 

employee charging any violation of this chapter, or may undertake an 

investigation on his own initiative when he acquires information indicating 

a possible violation, and make recommendations for action to end or seek 

retribution for any activity that, in the attorney‟s judgment, constitutes a 

violation of this code of ethics.

. . .

(c) When a complaint of a violation of any provision of this chapter is 

lodged against any member of the municipality‟s governing body, the 

governing body shall either determine that the complaint has merit, 

determine that the complaint does not have merit, or determine that the 

complaint has sufficient merit to warrant further investigation. . . .

Mount Pleasant, Tenn., Municipal Code § 1-410 (emphasis added).

As discussed above, Petitioner argues that, under Section 1-410, only “an official 

or employee” of the city may file an ethics complaint. However, there is simply no 

language in the city ordinance supporting this argument. Although subsection (1) of the 

ordinance appears to limit the ability to seek advisory ethics opinions from the city 

attorney to officials or employees of the city,

3

the ordinance has no such restriction on the 

ability to file an ethics complaint. To the contrary, subsection (2) requires the city 

attorney to investigate “any credible complaint” against an appointed official or city 

employee. Id. (“[T]he city attorney shall investigate . . .”). Additionally, after a complaint 

is filed, the city‟s governing body must determine whether or not the complaint has merit. 

Id. (“[T]he governing body shall . . . determine . . .”). Section 1-410 does not condition 

these obligations upon whether or not the complainant is an official or employee of the 

city.

Therefore, it is clear that the viability of Petitioner‟s ethics complaints against 

Commissioners Frazier and Blankenship was not dependent upon his continued 

employment. Thus, because the vote on Petitioner‟s employment had no bearing on the 

pending ethics complaints, Commissioners Frazier and Blankenship did not have a 

personal financial interest in the vote by virtue of the complaints. Moreover, Petitioner

has failed to allege that the commissioners had any other personal financial interest in the 

 

3 As seen above, Section 1-410(1) states, “Upon the written request of an official or employee . . . 

the city attorney may render an oral or written advisory ethics opinion[.]” (emphasis added).
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outcome of the vote on his employment. Accordingly, we affirm the trial court‟s 

conclusion that Petitioner failed to state a claim for a conflict of interest.

IN CONCLUSION

The judgment of the trial court is affirmed, and this matter is remanded with costs 

of appeal assessed against Mark Henderson.

________________________________

 FRANK G. CLEMENT, JR., P.J., M.S.