Part 1 Miscellaneous Limitations 28-3-101 – 28-3-116
Part 2 Limitations on Actions for Defective Improvement of Real Estate 28-3-201 – 28-3-205
Part 3 Limitations on Utility Charges 28-3-301 – 28-3-304

Terms Used In Tennessee Code > Title 28 > Chapter 3 - Limitation of Actions Other Than Real

  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • Age of majority: means eighteen (18) years of age or older. See Tennessee Code 1-3-105
  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • Appraisal: A determination of property value.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
  • Beneficial shareholder: means the person who is a beneficial owner of shares held by a nominee as the record shareholder. See Tennessee Code 48-23-101
  • board of directors: means the governing board of a corporation, whether denominated the board of directors or otherwise, except that no person or group of persons is the board of directors because of powers delegated to that person or group pursuant to §. See Tennessee Code 48-51-201
  • Business: includes every trade, occupation, profession, investment activity and other lawful purpose for gain or the preservation of assets whether or not carried on for profits. See Tennessee Code 48-202-101
  • Bylaws: means the code or codes of rules (other than the charter) adopted pursuant to Chapters 51 68 of this title for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated. See Tennessee Code 48-51-201
  • Charter: includes amended and restated charters and articles of merger. See Tennessee Code 48-11-201
  • Class: when used with reference to membership interests, means a category of membership interests that differs in one (1) or more rights or preferences from another category of membership interests of the LLC. See Tennessee Code 48-202-101
  • Code: includes the Tennessee Code and all amendments and revisions to the code and all additions and supplements to the code. See Tennessee Code 1-3-105
  • Confirmation of good standing: means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that at the time such confirmation is issued an LLC or a foreign LLC is current on all taxes and penalties to the satisfaction of the commissioner. See Tennessee Code 48-202-101
  • Contract: A legal written agreement that becomes binding when signed.
  • Conviction: A judgement of guilt against a criminal defendant.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Corporation: means the issuer of the shares held by a dissenter before the corporate action, and, for purposes of §. See Tennessee Code 48-23-101
  • Court: includes every court and judge having jurisdiction in the case. See Tennessee Code 48-202-101
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Decedent: A deceased person.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
  • Directors: means natural persons, designated in the charter or bylaws or elected or appointed by the incorporators, and their successors and natural persons elected or appointed to act as members of the board, irrespective of the names or titles by which such persons are described. See Tennessee Code 48-51-201
  • Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
  • Dissenter: means a shareholder who is entitled to dissent from corporate action under §. See Tennessee Code 48-23-101
  • Dissolution: means that the LLC has incurred an event under §. See Tennessee Code 48-202-101
  • Distribution: means a direct or indirect transfer of money or other property (except its own membership interests) with or without consideration, or an incurrence or issuance of indebtedness, (whether directly or indirectly, including through a guaranty) by an LLC to or for the benefit of any of its members in respect of membership interests. See Tennessee Code 48-202-101
  • Docket: A log containing brief entries of court proceedings.
  • Document: means :

    1. Any tangible medium on which information is inscribed, and includes any writing or written instrument. See Tennessee Code 48-11-201
    2. domestic business corporation: means a corporation for profit, which is not a foreign corporation, incorporated under or subject to Chapters 11 27 of this title. See Tennessee Code 48-11-201
    3. domestic corporation: means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the Tennessee Business Corporation Act, compiled in Chapters 11 27 of this title, as amended. See Tennessee Code 48-202-101
    4. Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
    5. Entity: includes the following, whether foreign or domestic: LLCs. See Tennessee Code 48-202-101
    6. Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
    7. Escheat: Reversion of real or personal property to the state when 1) a person dies without leaving a will and has no heirs, or 2) when the property (such as a bank account) has been inactive for a certain period of time. Source: OCC
    8. Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
    9. For-profit benefit corporation: means a domestic business corporation organized under and subject to the Tennessee Business Corporation Act, compiled in Chapters 11 27 of this title that intends to pursue a public benefit or public benefits. See Tennessee Code 48-28-103
    10. Foreign corporation: means a corporation for profit incorporated under a law other than the laws of this state. See Tennessee Code 48-202-101
    11. Foreign for-profit benefit corporation: means a for-profit corporation incorporated under a law other than the laws of this state that intends, as stated in its charter or similar governing instrument, to pursue a public benefit or public benefits and has, under that law, the status of a for-profit benefit corporation or its substantial equivalent. See Tennessee Code 48-28-103
    12. Fraud: Intentional deception resulting in injury to another.
    13. Grand jury: agreement providing that a lender will delay exercising its rights (in the case of a mortgage,
    14. Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
    15. Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
    16. Individual: includes the estate of an incompetent or deceased individual. See Tennessee Code 48-11-201
    17. Interest: means either or both of the following rights under the organic law of an unincorporated entity:

      1. The right to receive distributions from the entity either in the ordinary course or upon liquidation. See Tennessee Code 48-11-201
      2. Interest: means interest from the effective date of the corporate action that gave rise to the shareholder's right to dissent until the date of payment, at the average auction rate paid on United States treasury bills with a maturity of six (6) months (or the closest maturity thereto) as of the auction date for such treasury bills closest to such effective date. See Tennessee Code 48-23-101
      3. Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
      4. Lawsuit: A legal action started by a plaintiff against a defendant based on a complaint that the defendant failed to perform a legal duty, resulting in harm to the plaintiff.
      5. Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
      6. Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
      7. Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
      8. Member: means a person reflected in the required records of an LLC as the owner of some governance rights of a membership interest of the LLC. See Tennessee Code 48-202-101
      9. Minor: means any person who has not attained eighteen (18) years of age. See Tennessee Code 1-3-105
      10. Month: means the time from any day of any month to the corresponding day of the succeeding month, if any, and if none, the last day of the succeeding month. See Tennessee Code 48-11-201
      11. Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
      12. Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
      13. Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
      14. Person: includes individual and entity. See Tennessee Code 48-202-101
      15. Person: includes a corporation, firm, company or association. See Tennessee Code 1-3-105
      16. Person: means an individual, corporation, partnership, business, trust, unincorporated organization, association or joint stock company. See Tennessee Code 28-3-201
      17. Personal property: All property that is not real property.
      18. Personal property: includes money, goods, chattels, things in action, and evidences of debt. See Tennessee Code 1-3-105
      19. Personal representative: when applied to those who represent a decedent, includes executors and administrators, unless the context implies heirs and distributees. See Tennessee Code 1-3-105
      20. Plaintiff: The person who files the complaint in a civil lawsuit.
      21. Principal executive office: means an office, in or out of this state, where the principal office of the chief manager of the LLC or foreign LLC is located. See Tennessee Code 48-202-101
      22. Principal office: means the office (in or out of this state) so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located. See Tennessee Code 48-11-201
      23. Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Tennessee Code 48-202-101
      24. Public benefit: means a positive effect or reduction of negative effects on one (1) or more categories of persons, entities, communities, or interests, other than shareholders in their capacities as shareholders, including, but not limited to, an artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific, or technological effect. See Tennessee Code 48-28-103
      25. Public benefit corporation: means a domestic corporation which becomes by operation of law a public benefit corporation pursuant to §. See Tennessee Code 48-51-201
      26. Public benefit provisions: means the provisions of a charter as described in §. See Tennessee Code 48-28-103
      27. Quorum: The number of legislators that must be present to do business.
      28. Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in a perceivable form. See Tennessee Code 1-3-105
      29. Record shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See Tennessee Code 48-23-101
      30. Registered office: means the place in this state designated in the articles as the registered office of the LLC. See Tennessee Code 48-202-101
      31. Reporter: Makes a record of court proceedings and prepares a transcript, and also publishes the court's opinions or decisions (in the courts of appeals).
      32. Representative: means a governor, manager, employee or other agent of a foreign LLC. See Tennessee Code 48-202-101
      33. Restitution: The court-ordered payment of money by the defendant to the victim for damages caused by the criminal action.
      34. Secretary: means the corporate officer to whom the bylaws or the board of directors has delegated responsibility under §. See Tennessee Code 48-11-201
      35. Secretary of state: means the person who holds the office of secretary of state of Tennessee. See Tennessee Code 48-202-101
      36. Series: means a category of membership interests, within a class of membership interests, that have some of the same rights and preferences as other membership interests within the same class, but that differ in one (1) or more rights and preferences from another category of membership interests within that class. See Tennessee Code 48-202-101
      37. Service of process: The service of writs or summonses to the appropriate party.
      38. Share: means the unit into which the proprietary interests in a corporation are divided. See Tennessee Code 48-11-201
      39. Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See Tennessee Code 48-11-201
      40. Shareholder: means the record shareholder or the beneficial shareholder. See Tennessee Code 48-23-101
      41. signed: includes a mark, the name being written near the mark and witnessed, or any other symbol or methodology executed or adopted by a party with intention to authenticate a writing or record, regardless of being witnessed. See Tennessee Code 1-3-105
      42. State: means the state of Tennessee. See Tennessee Code 8-34-101
      43. Statute: A law passed by a legislature.
      44. Statute of limitations: A law that sets the time within which parties must take action to enforce their rights.
      45. Subpoena: A command to a witness to appear and give testimony.
      46. Subsidiary: means a corporation more than fifty percent (50%) of whose outstanding voting shares are owned by its parent and/or the parent's other wholly-owned subsidiaries. See Tennessee Code 48-11-201
      47. Substantial completion: means that degree of completion of a project, improvement, or a specified area or portion thereof (in accordance with the contract documents, as modified by any change orders agreed to by the parties) upon attainment of which the owner can use the same for the purpose for which it was intended. See Tennessee Code 28-3-201
      48. Tax clearance for termination or withdrawal: means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that an LLC or a foreign LLC has filed all applicable reports, including, but not limited to, a final report, and has paid all fees, penalties and taxes as required by the revenue laws of this state. See Tennessee Code 48-202-101
      49. Termination: means the end of an LLC's existence as a legal entity and occurs when the articles of termination are filed with the secretary of state under §. See Tennessee Code 48-202-101
      50. Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
      51. Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
      52. United States: includes district, authority, bureau, commission, department, and any other agency of the United States. See Tennessee Code 48-11-201
      53. Usury: Charging an illegally high interest rate on a loan. Source: OCC
      54. Venue: The geographical location in which a case is tried.
      55. Voting power: means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. See Tennessee Code 48-51-201
      56. written: means any information in the form of a document. See Tennessee Code 48-11-201
      57. written: includes printing, typewriting, engraving, lithography, and any other mode of representing words and letters. See Tennessee Code 1-3-105