When the deal breaks down, the contract is the first witness.
Every business dispute is a contract argument with money behind it.
Court & Arbitration
Breach, Fraud & Shareholder Disputes
The legal framework
Contract and business disputes are the most common — and most consequential — commercial litigation we handle. A breach of contract, a business tort, a fraud claim, or a partnership and shareholder disagreement can fracture a company, freeze its operations, and expose it to substantial liability. We represent businesses in these disputes in both court and arbitration, and our approach is the same in either forum: understand the deal as the parties understood it, build the factual record from the contemporaneous documents, and pursue the outcome that protects our client's business — not just its legal position. We try these cases because we have tried these cases, and that readiness shapes every negotiation along the way.
Breach of Contract
Claims arising from failure to perform under commercial contracts — supply agreements, service agreements, leases, distribution agreements, and vendor contracts. We analyze materiality, anticipatory repudiation, and the available remedies (damages, specific performance, rescission).
Business Torts
Tortious interference, unfair competition, fraudulent and negligent misrepresentation, civil conspiracy, and conversion. Business torts often run alongside contract claims and carry their own elements, defenses, and damage models.
Fraud & Misrepresentation
Claims for fraudulent and negligent misrepresentation — requiring proof of a false statement, scienter (for fraud), reliance, and damages. We distinguish fraud from breach-of-contract and pursue the theory the evidence supports.
Partnership & Shareholder
Disputes among partners, members, and shareholders — breach of fiduciary duty, shareholder oppression, freeze-outs, dissociation, dissolution, and buyout rights. These disputes often involve both the operating agreement and fiduciary obligations.
What we handle
Breach of Contract
Litigating breach of contract claims across the full range of commercial agreements — supply and distribution agreements, service and vendor contracts, commercial leases, NDAs, and licenses. We analyze materiality, causation, and the available remedies (expectation damages, reliance, restitution, specific performance, or rescission).
Business Torts
Pursuing and defending business torts — tortious interference with contract and prospective advantage, unfair competition, fraudulent and negligent misrepresentation, civil conspiracy, and conversion. We navigate the often-litigated boundary between tort and contract.
Fraud & Misrepresentation
Representing clients in fraud and misrepresentation claims — analyzing scienter, reliance, and damages, distinguishing fraud from breach of contract, and pursuing the theory the evidence supports, with the heightened pleading standards fraud requires.
Partnership & Shareholder Disputes
Resolving disputes among partners, members, and shareholders — breach of fiduciary duty, shareholder oppression, freeze-outs, dissociation, judicial dissolution, and statutory and contractual buyout rights under the governing operating agreement or statute.
Fiduciary Duty Claims
Litigating claims for breach of the duties of loyalty and care — against directors, officers, managers, and controlling shareholders — and defending fiduciaries whose good-faith decisions are challenged.
Arbitration & ADR
Pursuing and defending disputes in arbitration (AAA, JAMS, and ad hoc), mediation, and other alternative dispute resolution forums — enforcing or challenging arbitration clauses, managing arbitrator selection, and handling confirmation and vacatur proceedings.
Commercial Litigation
Every business dispute is a contract argument with money behind it. The contract tells you what the parties promised; the course of dealing tells you what they meant. We build the record first and try the case from strength — because the strongest settlement comes from the strongest position.
— Michael A. Johnson, Shareholder
How we work
Shareholder-led from intake. Counsel that moves as fast as the matter requires — and prepares for the resolution that may never require a courtroom.
Understand the Deal
We start by understanding the deal as the parties understood it — the contract, the course of dealing, the industry custom, and the communications that show what each side expected. The factual record is built first.
Assess the Claims
We assess the merits, the available theories (contract, tort, fraud, fiduciary), the defenses, and the realistic exposure — so you understand the strengths and weaknesses before committing to a path.
Build & Negotiate
We build the case through targeted discovery, motion practice, and expert analysis — and we negotiate from strength, because the best settlements come from the strongest positions.
Resolve & Recover
Whether through verdict, settlement, or arbitration award, we pursue the outcome that protects your business — and enforce it to recover what you are owed.
Representative results
Outcomes in this area. Every result depends on its facts; past results do not guarantee a similar outcome.
$MM award
Represented a manufacturer in a breach of supply agreement dispute — proved the supplier's anticipatory repudiation and recovered expectation damages plus consequential losses through arbitration.
Supply Agreement · 2024
Buyout
Resolved a closely-held company shareholder oppression dispute through a structured buyout of the minority member — avoiding judicial dissolution while enforcing the minority's statutory fair-value rights.
Closely-Held Company · 2023
Dismissal
Defeated a tortious interference and civil conspiracy claim at summary judgment — established that the defendant's conduct was privileged competition, not actionable interference, and recovered fees under the contract.
Commercial Dispute · 2022
Michael A. Johnson
Shareholder Nashville
Business and intellectual property counsel to founders, creative companies, and technology businesses.
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Shareholder-led from the first call. We'll assess the situation, frame the options, and tell you what we'd do — straight.