91 F.4th 820
6th Cir.2024Background
- Scott Gammons, a 20% shareholder and employee of Adroit Medical Systems, accused his stepmother (Grazyna), stepsister (Kelley), and father (Gene) of diverting company funds for personal use without tax reporting.
- In January 2020, Scott reported these actions to the IRS, but the defendants were unaware of the report at that time.
- On March 4, 2020, anticipating Grazyna becoming president, Scott sought an emergency conservatorship over Gene and took temporary control of Adroit using this power, removing Grazyna and others from their roles.
- The probate court dissolved the conservatorship days later, finding Scott's actions were not in Gene’s best interest.
- After regaining control, the defendants (now back on the board) immediately fired Scott and his brother Jeff.
- Scott sued, alleging wrongful termination in violation of federal and state whistleblower laws, and raised state-law tort claims; the district court granted summary judgment for defendants on all claims.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| TFA Retaliation | Scott claims he was fired for reporting financial malfeasance to the IRS. | Defendants claim he was fired for orchestrating a hostile takeover via a conservatorship. | For defendants: Clear and convincing evidence showed Scott was fired for the takeover, not for whistleblowing. |
| Tennessee Public Protection Act Retaliation | Scott contends unlawful retaliation was the reason for discharge. | Defendants argue the hostile takeover was a legitimate, non-retaliatory reason for termination. | For defendants: Scott failed to show the legitimate reason was pretext; retaliation was not the sole reason for firing. |
| Tortious Interference (Common Law) | Scott claims individual defendants acted for personal benefit in having him fired. | Defendants invoke intracorporate immunity, acting in corporate—not personal—interest. | For defendants: No evidence of personal benefit; intracorporate immunity applies. |
| Civil Conspiracy | Based on underlying tortious interference claims. | Claims no viable underlying tort and actions were in furtherance of corporate interests. | For defendants: No viable underlying tort; claim fails. |
Key Cases Cited
- Mickey v. Zeidler Tool & Die Co., 516 F.3d 516 (6th Cir. 2008) (Temporal proximity alone can, in rare circumstances, establish causation in retaliation cases)
- Williams v. City of Burns, 465 S.W.3d 96 (Tenn. 2015) (Defines and sets the framework for TPPA retaliatory discharge claims)
- Forrester v. Stockstill, 869 S.W.2d 328 (Tenn. 1994) (Provides for intracorporate immunity for tortious interference claims where officers act in corporate interest)
- Blizzard v. Marion Tech. Coll., 698 F.3d 275 (6th Cir. 2012) (Explains three routes to establish pretext under burden-shifting frameworks)