reglab/statecodes huggingface dataset:
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 13 - REPURCHASE OF TERMINATED FRANCHISE INVENTORY (§§ 47-25-1301 — 47-25-1314) › Section 47-25-1313 - Waiver - Severability

(a)
This part shall not be waivable in any contract, and any such attempted waiver shall be null and void.
(b)
If any provision or item of this part or the application thereof is held invalid, it shall not affect other provisions, items or applications of this part which can be given effect without the invalid provisions, items or applications, and to this end the provisions of this part are hereby declared severable.
Acts 1999, ch. 193, § 14.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 13 - REPURCHASE OF TERMINATED FRANCHISE INVENTORY (§§ 47-25-1301 — 47-25-1314) › Section 47-25-1314 - Applicability of franchise provisions

Part 15 of this chapter does not apply to retailers, as defined in this part.
Acts 1999, ch. 193, § 15.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 15 - FRANCHISE TERMINATIONS, NONRENEWALS OR MODIFICATIONS (§§ 47-25-1501 — 47-25-1511) › Section 47-25-1501 - Legislative intent

It is the intent of the general assembly that small businesses operating within Tennessee pursuant to franchise agreements should be provided uniform rights and procedures to prevent arbitrary and capricious business practices by franchisors seeking to terminate or modify their franchise relationships or failing to renew existing franchise relationships.
Acts 1989, ch. 392, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 15 - FRANCHISE TERMINATIONS, NONRENEWALS OR MODIFICATIONS (§§ 47-25-1501 — 47-25-1511) › Section 47-25-1503 - Termination of franchises

(a)
Except as otherwise provided by this part, no franchisor may terminate a franchise prior to the expiration of its term, except for good cause asserted in good faith, nor may a franchisor terminate a franchise prior to the expiration of its term without providing written notice of the facts and circumstances establishing good cause, and giving the franchisee a reasonable opportunity of at least thirty (30) days to cure the alleged failure.
(b)
Any franchisor who fails to provide services or products to a franchisee located within this state, which services or products are material to the operation of the franchise, on the same terms, conditions and availability as any other franchisee in this state shall be deemed to have terminated such franchise.
Acts 1989, ch. 392, § 3.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 15 - FRANCHISE TERMINATIONS, NONRENEWALS OR MODIFICATIONS (§§ 47-25-1501 — 47-25-1511) › Section 47-25-1504 - Termination of franchises - Notice of termination without opportunity to cure

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.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 15 - FRANCHISE TERMINATIONS, NONRENEWALS OR MODIFICATIONS (§§ 47-25-1501 — 47-25-1511) › Section 47-25-1505 - Nonrenewal or modification of franchise agreements

No franchisor may fail to renew a franchise unless such franchisor provides the franchisee at least sixty (60) days' prior written notice of its intention not to renew, such failure to renew is for good cause, and the franchisor has provided written notice of the facts and circumstances upon which it alleges that good cause exists to fail to renew. Any modification of an existing franchise agreement proposed by a franchisor must be disclosed no later than sixty (60) days prior to the proposed effective date of the modification unless the franchisee consents, in writing, within the sixty-day period, to waive such requirement. If failure to renew is for good cause, such nonrenewal may not be effective unless:
(1)
During the sixty (60) days prior to expiration of the franchise, the franchisor permits the franchisee to sell the business or a portion thereof relating to the franchisee, to a purchaser meeting the franchisor's then current requirements for granting new franchises, or, if the franchisor is not granting a significant number of new franchises, the then current requirements for granting renewal franchises;
(2)
(A)
The refusal to renew is not for the purpose of converting the franchisee's business premises to operation by employees or agents of the franchisor for such franchisor's own account; provided, that nothing in this subdivision (2)(A) shall prohibit a franchisor from exercising a right of first refusal to purchase the franchisee's business; and
(B)
Upon expiration of the franchise, the franchisor agrees not to seek to enforce any covenant of the nonrenewed franchisee not to compete with the franchisor or franchisees of the franchisor;
(3)
The franchisee and the franchisor agree not to renew the franchise; or
(4)
The franchisor withdraws from distributing the products or services through franchises in the state of Tennessee for a period of not less than two (2) years; provided, that:
(A)
Upon expiration of the franchise, the franchisor agrees not to seek to enforce any covenant of the nonrenewed franchisee not to compete with the franchisor or franchisee of the franchisor; and
(B)
The failure to renew is not for the purpose of converting the business conducted by the franchisee pursuant to the franchise agreement to operation by employees or agents of the franchisor for such franchisor's own account.
Acts 1989, ch. 392, § 5.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 15 - FRANCHISE TERMINATIONS, NONRENEWALS OR MODIFICATIONS (§§ 47-25-1501 — 47-25-1511) › Section 47-25-1506 - Circumstances not constituting "good cause."

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.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 15 - FRANCHISE TERMINATIONS, NONRENEWALS OR MODIFICATIONS (§§ 47-25-1501 — 47-25-1511) › Section 47-25-1507 - Waiver of rights - Settlements

(a)
A franchisee may not waive any of the rights granted in any provision of this part, and the provisions of any agreement which would have such an effect shall be null and void.
(b)
Nothing in this part shall be construed to limit or prohibit good faith dispute settlements voluntarily entered into by the parties.
Acts 1989, ch. 392, § 7.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 15 - FRANCHISE TERMINATIONS, NONRENEWALS OR MODIFICATIONS (§§ 47-25-1501 — 47-25-1511) › Section 47-25-1508 - Transfer or assignment of franchisee's business

(a)
Upon giving the franchisor written notice of intent to transfer the franchisee's business, any individual owning or deceased individual who owned an interest in a franchise may transfer or assign the franchisee's business to the spouse, child, grandchild, parent, brother or sister of such individual. The consent or approval of the franchisor shall not be required.
(b)
Any individual owning or deceased individual who owned an interest in a franchise may transfer the franchisee's business to a person other than such individual's spouse, child, grandchild, parent, brother or sister; provided, that:
(1)
Such individual has notified the franchisor in writing of the nature, terms and provisions of such transfer;
(2)
Such individual has provided the franchisor the opportunity to match the terms and conditions of such offer; and
(3)
The proposed transferee meets the nondiscriminatory, material, and consistently applied and reasonable qualifications and standards of the franchisor.
(c)
If the franchisor disapproves of a transfer as proposed in subsection (b), the consent or approval of the franchisor shall not be required if the franchisor does not elect to match the terms and conditions of such transfer or proposal, within sixty (60) days of notice, and another transferee who meets its requirements matches the terms and conditions of such offer.
Acts 1989, ch. 392, § 8.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 15 - FRANCHISE TERMINATIONS, NONRENEWALS OR MODIFICATIONS (§§ 47-25-1501 — 47-25-1511) › Section 47-25-1509 - Actions for damages or equitable relief

Notwithstanding the terms of any franchise, agreement, waiver or other written instrument, any person who is injured by a violation of this part may bring an action for damages and equitable relief, including injunctive relief, reasonable attorney's fees and costs in any court of competent jurisdiction in Tennessee.
Acts 1989, ch. 392, § 9.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 15 - FRANCHISE TERMINATIONS, NONRENEWALS OR MODIFICATIONS (§§ 47-25-1501 — 47-25-1511) › Section 47-25-1510 - Restriction on release from liability

No franchisee may prospectively assent to a release, assignment, novation, waiver or estoppel which would relieve any person from any liability or obligation under this part, or would require any controversy between a franchisor or franchisee to be referred to any person other than the duly constituted courts of this state or the United States, or a state regulatory agency charged by law with adjudicating such controversy, if the referral would be binding on the franchisee.
Acts 1989, ch. 392, § 10.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 15 - FRANCHISE TERMINATIONS, NONRENEWALS OR MODIFICATIONS (§§ 47-25-1501 — 47-25-1511) › Section 47-25-1511 - Part remedial and supplementary - Other protections included - Conflicting provisions

(a)
This part is remedial and is supplementary to any other law of this state which provides rights and protections to franchisees.
(b)
Any state law or regulation which provides procedural or substantive protection to any party to a franchise agreement prior to termination or nonrenewal shall be effective and supplementary to this part.
(c)
Any state law or regulation which permits or provides for the termination or nonrenewal of any franchise without providing the basic protections of this part shall not be effective.
Acts 1989, ch. 392, § 11.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 16 - FLEA MARKET SALES (§§ 47-25-1601 — 47-25-1608) › Section 47-25-1602 - Recordkeeping - Receipts

(a)
Every new and unused property merchant shall maintain receipts for the acquisition of new and unused property which must contain all of the following information:
(1)
The date of the transaction on which the property was acquired;
(2)
The name and address of the person, corporation, or entity from whom the property was acquired;
(3)
An identification and description of the property acquired;
(4)
The price paid for such property; and
(5)
The signatures of the person selling the property and the new and unused property merchant only if the new and unused property merchant acquires the property vis-á-vis the person selling the property if such person is not regularly engaged in the normal course of business of selling such property.
(b)
If a new and unused property merchant makes a single purchase of five hundred dollars ($500) or more from an individual or corporation, the bill of sale from such purchase shall be sufficient to satisfy the recordkeeping requirements of this subsection (a).
Acts 1998, ch. 884, § 2.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 16 - FLEA MARKET SALES (§§ 47-25-1601 — 47-25-1608) › Section 47-25-1603 - Record maintenance

The record of each purchase transaction provided for in this part shall be maintained for a period of not less than two (2) years.
Acts 1998, ch. 884, § 2.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 16 - FLEA MARKET SALES (§§ 47-25-1601 — 47-25-1608) › Section 47-25-1604 - Offenses

It is an offense for any new and unused property merchant required to maintain receipts under this part to knowingly:
(1)
Falsify, obliterate or destroy such receipts;
(2)
Refuse or fail, upon the request of a law enforcement officer, to make such receipts available for inspection within a period of time which is reasonable under the individual circumstances surrounding such request; provided, that nothing contained within this section shall be construed to require the new and unused property merchant to possess such receipt on or about the merchant's person without reasonable notice;
(3)
Fail to maintain the receipts required by this part for at least two (2) years; or
(4)
Present credentials pursuant to the requirements of this section which are false, fraudulent, forged, fraudulently obtained or the nature of which is misrepresented.
Acts 1998, ch. 884, § 2.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 16 - FLEA MARKET SALES (§§ 47-25-1601 — 47-25-1608) › Section 47-25-1605 - Violations

(a)
(1)
For the first violation of §
47-25-1602
, the violator shall be issued a warning and informed of the penalty for any subsequent violations.
(2)
A second and subsequent violation of §
47-25-1602
is a Class C misdemeanor punishable by fine only.
(b)
(1)
For the first violation of §
47-25-1604
, the violator shall be issued a warning and informed of the penalty for any subsequent violations.
(2)
A second or subsequent violation of §
47-25-1604
is a Class C misdemeanor punishable by fine only.
Acts 1998, ch. 884, § 2.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 16 - FLEA MARKET SALES (§§ 47-25-1601 — 47-25-1608) › Section 47-25-1606 - Applicability of law

This part shall apply to all new and unused property purchased or acquired on or after January 1, 1999, which is sold, or to be sold, at a wholesale/retail outlet in this state.
Acts 1998, ch. 884, § 2.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 16 - FLEA MARKET SALES (§§ 47-25-1601 — 47-25-1608) › Section 47-25-1607 - Sale of food, drugs or cosmetics with past expiration date

(a)
No person shall knowingly sell or offer for sale at a wholesale/retail outlet any food manufactured and packaged for sale for consumption by a child under two (2) years of age, over-the counter drug or medication, or cosmetic which has an expiration date, and such date has expired.
(b)
Any person who violates this section commits a Class C misdemeanor, punishable by a fine only, not to exceed one hundred dollars ($100) for each violation.
Acts 1998, ch. 884, § 4.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 16 - FLEA MARKET SALES (§§ 47-25-1601 — 47-25-1608) › Section 47-25-1608 - Exemptions

This part shall not apply to:
(1)
The sale of a motor vehicle or trailer that is required to be registered or is subject to the certificate of title laws of this state;
(2)
The sale of agricultural products, forestry products or food products, other than food as defined as new and unused property;
(3)
Business conducted at any industry or association trade show;
(4)
The sale of arts or crafts by the person who produced such arts and crafts;
(5)
A manufacturer's or distributor's representative as defined in §
47-25-1601
; or
(6)
Any new and unused property merchant under eighteen (18) years of age.
Acts 1998, ch. 884, § 3.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 17 - UNIFORM TRADE SECRETS ACT (§§ 47-25-1701 — 47-25-1709) › Section 47-25-1701 - Short title

This part shall be known and may be cited as "The Uniform Trade Secrets Act."
Acts 2000, ch. 647, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 17 - UNIFORM TRADE SECRETS ACT (§§ 47-25-1701 — 47-25-1709) › Section 47-25-1702 - Part definitions

As used in this part, unless the context requires otherwise:
(1)
"Improper means" includes theft, bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy or limit use, or espionage through electronic or other means;
(2)
"Misappropriation" means:
(A)
Acquisition of a trade secret of another by a person who knows or has reason to know that the trade secret was acquired by improper means; or
(B)
Disclosure or use of a trade secret of another without express or implied consent by a person who:
(i)
Used improper means to acquire knowledge of the trade secret; or
(ii)
At the time of disclosure or use, knew or had reason to know that that person's knowledge of the trade secret was:
(a)
Derived from or through a person who had utilized improper means to acquire it;
(b)
Acquired under circumstances giving rise to a duty to maintain its secrecy or limit its use; or
(c)
Derived from or through a person who owed a duty to the person seeking relief to maintain its secrecy or limit its use; or
(iii)
Before a material change of the person's position, knew or had reason to know that it was a trade secret and that knowledge of it had been acquired by accident or mistake;
(3)
"Person" means a natural person, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity;
(4)
"Trade secret" means information, without regard to form, including, but not limited to, technical, nontechnical or financial data, a formula, pattern, compilation, program, device, method, technique, process, or plan that:
(A)
Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; and
(B)
Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
Acts 2000, ch. 647, § 2.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 17 - UNIFORM TRADE SECRETS ACT (§§ 47-25-1701 — 47-25-1709) › Section 47-25-1703 - Injunctive relief

(a)
Actual or threatened misappropriation may be enjoined. Upon application to the court an injunction shall be terminated when the trade secret has ceased to exist, but the injunction may be continued for an additional reasonable period of time in appropriate circumstances for reasons including, but not limited to, an elimination of the commercial advantage that otherwise would be derived from the misappropriation, deterrence of willful and malicious misappropriation, or where the trade secret ceases to exist due to the fault of the enjoined party or others by improper means.
(b)
In exceptional circumstances, an injunction may condition future use upon payment of a reasonable royalty for no longer than the period of time for which use could have been prohibited. Exceptional circumstances include, but are not limited to, a material and prejudicial change of position prior to acquiring knowledge or reason to know of misappropriation that renders a prohibitive injunction inequitable.
(c)
In appropriate circumstances, affirmative acts to provide a trade secret may be compelled by court order.
Acts 2000, ch. 647, § 3.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 17 - UNIFORM TRADE SECRETS ACT (§§ 47-25-1701 — 47-25-1709) › Section 47-25-1704 - Damages

(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.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 17 - UNIFORM TRADE SECRETS ACT (§§ 47-25-1701 — 47-25-1709) › Section 47-25-1705 - Attorney's fees

If:
(1)
A claim of misappropriation is made in bad faith,
(2)
A motion to terminate an injunction is made or resisted in bad faith, or
(3)
Willful and malicious misappropriation exists,
the court may award reasonable attorney's fees to the prevailing party.
Acts 2000, ch. 647, § 5.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 17 - UNIFORM TRADE SECRETS ACT (§§ 47-25-1701 — 47-25-1709) › Section 47-25-1706 - Preservation of secrecy

In an action under this part, a court shall preserve the secrecy of an alleged trade secret by reasonable means, which may include granting protective orders in connection with discovery proceedings, holding in-camera hearings, sealing the records of the action, and ordering any person involved in the litigation not to disclose an alleged trade secret without prior court approval.
Acts 2000, ch. 647, § 6.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 17 - UNIFORM TRADE SECRETS ACT (§§ 47-25-1701 — 47-25-1709) › Section 47-25-1707 - Statute of limitations

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.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 17 - UNIFORM TRADE SECRETS ACT (§§ 47-25-1701 — 47-25-1709) › Section 47-25-1708 - Effect on other law

(a)
Except as provided in subsection (b), this part displaces conflicting tort, restitutionary, and other law of this state providing civil remedies for misappropriation of a trade secret.
(b)
This part does not affect:
(1)
Contractual remedies, whether or not based upon misappropriation of a trade secret; provided, that a contractual duty to maintain secrecy or limit use of a trade secret shall not be deemed to be void or unenforceable solely for lack of durational or geographical limitation on the duty;
(2)
Other civil remedies that are not based upon misappropriation of a trade secret; or
(3)
Criminal remedies, whether or not based upon misappropriation of a trade secret.
(c)
In no event shall a written contract be required to maintain an action or recover damages for misappropriation of a trade secret proven under this part.
Acts 2000, ch. 647, § 8.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 17 - UNIFORM TRADE SECRETS ACT (§§ 47-25-1701 — 47-25-1709) › Section 47-25-1709 - Uniformity of application and construction

This part shall be applied and construed to effectuate its general purpose to make consistent the law with respect to the subject of this act among states enacting it.
Acts 2000, ch. 647, § 9.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 18 - WARRANTIES FOR RETAILERS AND SUPPLIERS (§§ 47-25-1801 — 47-25-1808) › Section 47-25-1801 - Definitions

The terms "inventory", "retailer", and "supplier" shall have the same meaning as provided in §
47-25-1301
.
Acts 2001, ch. 425, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 18 - WARRANTIES FOR RETAILERS AND SUPPLIERS (§§ 47-25-1801 — 47-25-1808) › Section 47-25-1802 - Approval of warranty claims - Notice of claim

(a)
Claims by a retailer for payment under warranty agreements pertaining to inventory shall either be approved or disapproved within thirty (30) days of receipt by the supplier. All approved claims shall be paid within thirty (30) days of their approval. When any such claim is disapproved, the supplier shall notify the dealer within thirty (30) days of receipt stating the specific grounds upon which the disapproval is based. If a claim is not specifically disapproved within thirty (30) days of receipt, it shall be deemed approved and payment by the supplier shall follow within thirty (30) days. If said payment is not made within thirty (30) days, the amount of the claim that remains unpaid shall accrue interest beginning on the thirty-first day at the weekly average prime loan rate, as of the thirty-first day, for the most recent week for which such an average rate has been published by the board of governors of the federal reserve system.
(b)
Any notice of a warranty claim given to a supplier under this section shall contain the following language in conspicuous type:
"If no objections to this claim are made within thirty (30) days of receipt then payment of the claim must be made within thirty (30) days as provided in title 47, chapter 25, part 18."
Acts 2001, ch. 425, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 18 - WARRANTIES FOR RETAILERS AND SUPPLIERS (§§ 47-25-1801 — 47-25-1808) › Section 47-25-1803 - Honoring warranty after termination of contract

If, after termination of a contract, the retailer submits a claim to the supplier for warranty work performed prior to the effective date of the termination, the supplier shall accept or reject the claim within thirty (30) days of its receipt.
Acts 2001, ch. 425, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 18 - WARRANTIES FOR RETAILERS AND SUPPLIERS (§§ 47-25-1801 — 47-25-1808) › Section 47-25-1804 - Compensation

Warranty work performed by a retailer shall be compensated in accordance with the reasonable and customary amount of time required to complete such work, expressed in hours and fractions thereof multiplied by the retailer's established customer hourly retail labor rate, which shall have previously been made known to the supplier.
Acts 2001, ch. 425, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 18 - WARRANTIES FOR RETAILERS AND SUPPLIERS (§§ 47-25-1801 — 47-25-1808) › Section 47-25-1805 - Excluded expenses

Expenses expressly excluded under the supplier's warranty to the customer shall not be included or required to be paid on requests for compensation from the retailer for warranty work performed.
Acts 2001, ch. 425, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 18 - WARRANTIES FOR RETAILERS AND SUPPLIERS (§§ 47-25-1801 — 47-25-1808) › Section 47-25-1806 - Reimbursement to retailer

All parts used by the retailer in performing such warranty work shall be paid to the retailer in the amount equal to the retailer's net price for such parts, plus a minimum of fifteen percent (15%). This addition is to reimburse the retailer for reasonable costs of doing business in performing such warranty service on the supplier's behalf including, but not limited to, freight and handling costs incurred.
Acts 2001, ch. 425, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 18 - WARRANTIES FOR RETAILERS AND SUPPLIERS (§§ 47-25-1801 — 47-25-1808) › Section 47-25-1807 - Right to audit

The supplier has the right to adjust for errors discovered during audit and, if necessary, to adjust claims paid in error.
Acts 2001, ch. 425, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 18 - WARRANTIES FOR RETAILERS AND SUPPLIERS (§§ 47-25-1801 — 47-25-1808) › Section 47-25-1808 - Alternative reimbursement from supplier

The retailer shall have the right to accept the supplier's reimbursement terms and conditions in lieu of the provisions of this part.
Acts 2001, ch. 425, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 19 - MOTORCYCLE AND OFF-ROAD VEHICLE DEALER FAIRNESS ACT (§§ 47-25-1901 — 47-25-1914) › Section 47-25-1901 - Short title

This part shall be known and may be cited as the "Motorcycle and Off-Road Vehicle Dealer Fairness Act."
Acts 2007, ch. 188, § 2.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 19 - MOTORCYCLE AND OFF-ROAD VEHICLE DEALER FAIRNESS ACT (§§ 47-25-1901 — 47-25-1914) › Section 47-25-1903 - Retail agreement modifications for good cause

(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 dealer to comply with requirements imposed upon the dealer by the retail agreement if the requirements are not different from those imposed on other dealers 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 dealer's assets related to the business, or there has been a commencement of a dissolution or liquidation of the dealer;
(2)
The dealer 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 dealer has substantially defaulted under a chattel mortgage or other security agreement between the dealer and the supplier, or there has been a revocation or discontinuance of a guarantee of a present or future obligation of the dealer to the supplier;
(4)
The dealer has failed to operate in the normal course of business for seven (7) consecutive days or has otherwise abandoned the business;
(5)
The dealer has pleaded guilty to or has been convicted of a felony affecting the relationship between the dealer and the supplier; or
(6)
The dealer 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 subdivision (a)(6).
(b)
Except as otherwise provided in this section, a supplier shall provide a dealer 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 a 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 termination, cancellation or nonrenewal of the retail agreement.
Acts 2007, ch. 188, § 4.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 19 - MOTORCYCLE AND OFF-ROAD VEHICLE DEALER FAIRNESS ACT (§§ 47-25-1901 — 47-25-1914) › Section 47-25-1904 - Retailer's right to have inventory repurchased

Whenever any dealer enters into a retail agreement with a supplier, evidenced by a written or oral contract, in which the dealer agrees to maintain an inventory of motorcycles, off-road vehicles, and attachments, inventory of parts and to provide service thereon, and the contract is terminated, then the supplier shall repurchase the inventory as provided in §
47-25-1906
. The dealer may keep the inventory if the dealer desires. If the dealer has any outstanding debts to the supplier, then the repurchase amount may be set off or credited to the dealer's account.
Acts 2007, ch. 188, § 5.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 19 - MOTORCYCLE AND OFF-ROAD VEHICLE DEALER FAIRNESS ACT (§§ 47-25-1901 — 47-25-1914) › Section 47-25-1905 - Prohibited supplier actions

No supplier shall:
(1)
Coerce any dealer to accept delivery of inventory, parts or accessories that the dealer has not ordered voluntarily, except as required by any applicable law, or unless parts or accessories are safety parts or accessories required by the supplier;
(2)
Condition the sale of additional inventory to a dealer upon a requirement that the dealer also purchase other goods or services, except that a supplier may require the dealer to purchase those parts reasonably necessary to maintain the quality of operation in the field of the inventory used in the trade area;
(3)
Coerce a dealer into refusing to purchase inventory manufactured by another supplier; or
(4)
Terminate, cancel or fail to renew or substantially change the competitive circumstances of the retail agreement based on the results of a natural disaster, including a sustained drought or high unemployment in the dealership market area, labor dispute or other similar circumstances beyond the dealer's control.
Acts 2007, ch. 188, § 6.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 19 - MOTORCYCLE AND OFF-ROAD VEHICLE DEALER FAIRNESS ACT (§§ 47-25-1901 — 47-25-1914) › Section 47-25-1906 - Termination and repurchase - Price and associated costs

(a)
A dealer who enters into a written retail agreement with a supplier to maintain a stock of motorcycles, off-road vehicles, or related parts and attachments has the following rights to payment upon repurchase, at the option of the dealer, if the retail agreement is terminated:
(1)
The supplier shall repurchase, at one hundred percent (100%) of the current net price, all new, unsold, undamaged and complete motorcycles, off-road vehicles and attachments;
(2)
The supplier shall repurchase, at ninety percent (90%) of the current net price, all new, unused and undamaged and superseded repair parts;
(3)
The supplier shall repurchase, at ten percent (10%) of the current net price, all new, unused and undamaged repair parts returned to cover the cost of handling, packing and loading. The supplier shall have the option of performing the handling, packing and loading in lieu of paying the ten percent (10%) for these services;
(4)
The supplier shall purchase, at its amortized value, any specific data processing hardware and software and telecommunications equipment that the supplier required the dealer to purchase within the past five (5) years; and
(5)
The supplier shall repurchase, at one hundred percent (100%) of the net cost, specialized repair tools purchased in the previous three (3) years and, at seventy-five percent (75%) of the net cost, specialized repair tools purchased in the previous four (4) through six (6) years and, at fifty percent (50%) of the net cost, specialized repair tools purchased more than six (6) years previous pursuant to the requirements of the supplier and held by the dealer on the date of termination. The specialized repair tools must be unique to the supplier's product line and must be in complete and resalable condition.
(b)
Motorcycles, off-road vehicles and attachments used in demonstrations, including inventory leased primarily for demonstration or lease, shall also be subject to repurchase under this part at its agreed depreciated value; provided, that the inventory is in new condition and has not been abused.
Acts 2007, ch. 188, § 7.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 19 - MOTORCYCLE AND OFF-ROAD VEHICLE DEALER FAIRNESS ACT (§§ 47-25-1901 — 47-25-1914) › Section 47-25-1907 - Title to repurchased inventory - Account adjustments

Upon payment of the repurchase amount to the dealer, the title and right of possession to the repurchased inventory shall transfer to the supplier. Annually, at the end of each calendar year, after termination or cancellation, the dealer's reserve account for recourse, retail sale or lease contracts shall not be debited by a supplier or lender for any deficiency unless the dealer or the heirs of the dealer have been given at least seven (7) business days' notice by certified or registered United States mail, return receipt requested, of any proposed sale of the inventory financed and an opportunity to purchase the inventory. The former dealer or the heirs of the dealer shall be given quarterly status reports on any remaining outstanding recourse contracts. As the recourse contracts are reduced, any reserve account funds shall be returned to the dealer or the heirs of the dealer in direct proportion to the liabilities outstanding.
Acts 2007, ch. 188, § 8.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 19 - MOTORCYCLE AND OFF-ROAD VEHICLE DEALER FAIRNESS ACT (§§ 47-25-1901 — 47-25-1914) › Section 47-25-1908 - Exceptions to repurchase requirement

This part does not require repurchase from a dealer of:
(1)
Any repair part that, because of its condition, is not resalable as a new part;
(2)
Any inventory for which the dealer is unable to furnish evidence of title and ownership in the dealer that is free and clear of all claims, liens and encumbrances to the satisfaction of the supplier;
(3)
Any inventory that a dealer desires to keep; provided, that the dealer has a contractual right to do so, pursuant to the retail agreement;
(4)
Any motorcycle, off-road vehicle and attachments that are not in new, unused, undamaged, complete condition; provided, that the inventory used in demonstrations or leased as provided in §
47-25-1906(b)
shall be considered new and unused;
(5)
A repair part that is not in new, unused, or undamaged condition;
(6)
A motorcycle, off-road vehicle, or attachment that was purchased more than forty-eight (48) months prior to notice of the termination of the retail agreement;
(7)
Any inventory that was ordered by the dealer on or after the date of notification of termination of the retail agreement; and
(8)
Any inventory that was acquired by the dealer from a source other than the supplier that is a party to the retail agreement that is being terminated.
Acts 2007, ch. 188, § 9.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 19 - MOTORCYCLE AND OFF-ROAD VEHICLE DEALER FAIRNESS ACT (§§ 47-25-1901 — 47-25-1914) › Section 47-25-1909 - Civil liability for failure to repurchase - Remedies

(a)
If any supplier fails or refuses to repurchase and pay the dealer for any inventory covered under this part within sixty (60) days after shipment of the inventory, the supplier shall be civilly liable for one hundred percent (100%) of the current net price of the inventory, plus any freight charges paid by the dealer, the dealer's attorney fees, court costs and interest on the current net price computed at the legal interest rate from the sixty-first day after date of shipment.
(b)
A dealer may bring an action for civil damages in a court of competent jurisdiction against any supplier found violating any of the provisions of this part, and may recover damages sustained as a consequence of the supplier's violations, together with all costs and attorneys' fees.
(c)
The dealer shall be entitled to injunctive relief against unlawful termination, cancellation, nonrenewal or substantial change of competitive circumstances of the retail agreement.
(d)
The remedies in this section are in addition to any other remedies permitted by law.
Acts 2007, ch. 188, § 10.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 25 - TRADE PRACTICES (§§ 47-25-NEW — 47-25-2006) › Part 19 - MOTORCYCLE AND OFF-ROAD VEHICLE DEALER FAIRNESS ACT (§§ 47-25-1901 — 47-25-1914) › Section 47-25-1910 - Death of retailer or major stockholder - Repurchase option of heirs - Succession

(a)
In the event of the death of the dealer or the majority stockholder of a corporation operating as a dealer, the supplier shall, at the option of the heir or heirs, repurchase the inventory from the heir or heirs of the dealer or majority stockholder as if the supplier had terminated the contract. The heir or heirs shall have one (1) year from the date of the death of the dealer or majority stockholder to exercise their options under this part. Nothing in this part shall require the repurchase of any inventory if the heir or heirs and the supplier enter into a new contract retail agreement to operate the retail dealership.
(b)
A supplier shall have ninety (90) days in which to consider and make a determination upon a request by a family member to enter into a new retail agreement to operate the retail dealership. As used in this subsection (b), "family member" means a spouse, child, son-in-law, daughter-in-law or lineal descendant of the dealer or principal owner of the dealership. In the event the supplier determines that the requesting family member is not acceptable, the supplier shall provide the family member with a written notice of its determination with the stated reasons for nonacceptance. This section does not entitle an heir, personal representative or family member to operate a dealership without the specific written consent of the supplier.
(c)
Notwithstanding this section, in the event that a supplier and a dealer have previously executed an agreement concerning succession rights prior to the dealer's death and, if the agreement has not been revoked, the agreement shall be observed even if it designates someone other than the surviving spouse or heirs of the decedent as the successor.
Acts 2007, ch. 188, § 11.