Stephen Boesch v. Jay R. Holeman Et Al.

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