Victor Daniel Medina-Tratel v. Christopher Holloway

Syllabus

The dispositive issue on appeal concerns a forum selection clause in the LLC Agreement of Catch22Nashville, LLC (\the LLC Agreement\). Catch22Nashville, LLC initially had four members who owned equal membership interests. The principal business of the LLC was a restaurant operating under the name Catch22 Gastropub. A dispute arose when one of the four members, Christopher Holloway (\Mr. Holloway\), purchased the membership interests of two other members, Richard Miley (\Mr. Miley\) and Justin Kamishlian (\Mr. Kamishlian\), resulting in Mr. Holloway owning three-fourths of the membership interests in the LLC. The fourth member, Victor Daniel Medina-Tratel (\Mr. Medina\), claims that Mr. Holloway promised to transfer the interest portion belonging to Mr. Kamishlian to Mr. Medina upon his payment of $40,000, so that Mr. Holloway and Mr. Medina would own Catch22Nashville, LLC in equal interests. Instead, Mr. Holloway transferred a one-fourth membership interest in the LLC to his wife Melanie Holloway (\Ms. Holloway\). Two years later, the landlord of Catch22 Gastropub terminated its lease and evicted the restaurant from the premises, forcing it to cease business. On the day of the eviction, Mr. Medina obtained a cashier's check in the amount of $100,000 from the LLC's bank account that was made payable to the Clerk and Master of Wilson County. Mr. Medina then filed a complaint in the Chancery Court of Wilson County against Mr. Holloway and Ms. Holloway (hereinafter \the Holloways\) for fraud, negligent misrepresentation, and conversion related to the transfer of Mr. Kamishlian's membership interest in the LLC. Mr. Medina also filed a motion to interplead into court the $100,000 that he withdrew from the LLC's corporate account. The LLC then motioned to intervene as a party with a vested interest in the interpleaded funds. The trial court granted both Mr. Medina's motion for interpleader and the LLC's motion to intervene. The LLC and the Holloways (hereinafter \Defendant