IN THE CHANCERY COURT OF SHELBY COUNTY, TENNESSEE

FOR THE THIRTIETH JUDICIAL DISTRICT AT MEMPHIS

FIRST TENNESSEE BANK
NATIONAL ASSOCIATION,
Plaintiff,
v.
DAMON C. BELL and PINNACLE
FINANCIAL PARTNERS, INC.,
Defendants.

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No. CH-15-0612
Part II
JURY DEMANDED

AMENDED COMPLAINT
TO THE HONORABLE CHANCELLORS OF THE CHANCERY COURT OF
SHELBY COUNTY, TENNESSEE:
COMES NOW Plaintiff First Tennessee Bank National Association (First Tennessee),
by and through counsel, and files this Amended Complaint against Defendants Damon C. Bell
(Bell) and Pinnacle Financial Partners, Inc. (Pinnacle), alleging as follows:
PARTIES
1.

First Tennessee is a national banking association organized and existing under the

laws of the United States, with its principal place of business at 165 Madison Avenue, Memphis,
Tennessee, 38103. First Tennessee is a wholly-owned subsidiary of First Horizon National
Corporation (First Horizon).
2.

Bell is an individual resident of the State of Tennessee, who may be served with

process at his residence, which is located at 6495 Heather Drive, Memphis, Tennessee, 38119.
3.

Pinnacle is a financial services firm with more than $8 billion in assets. Pinnacle

was founded in 2000 and is headquartered in Nashville, Tennessee. It is the second-largest bank

holding company headquartered in Tennessee.

Pinnacle has 43 offices across Tennessee,

including five offices in Shelby County. According to the Who We Are section of Pinnacles
website (which is located at https://www.pnfp.com/about-pinnacle/who-we-are-mission,-visionand-values/) (last accessed February 5, 2016), Pinnacle is a values-driven organization and,
[f]rom our hiring philosophy to our client service, our goal is to demonstrate our values in every
interaction. Pinnacles core values, according to its website, include integrity and fairness.
(Id.) Pinnacle may be served with process through its registered agent, Robert A. McCabe, Jr.,
150 3rd Avenue South, Suite 900, Nashville, Tennessee 37201.
JURISDICTION AND VENUE
4.

This Court has subject-matter jurisdiction over this action pursuant to, among

other provisions, Tennessee Code Annotated 16-11-101.

5.

Venue is proper in this Court pursuant to Tennessee Code Annotated 20-4-101.

6.

Personal jurisdiction over Bell exists because he is a resident of Shelby County,

Tennessee.
7.

Personal jurisdiction over Pinnacle exists because it is a Tennessee corporation

that regularly conducts business in Shelby County, Tennessee.

FACTS
8.

Bell began working for First Tennessee in 1991. His most recent position with

First Tennessee was Executive Vice President (EVP) of First Tennessees Memphis Private
Banking, Medical Private Banking, and Private Wealth Group (the Private Wealth Group).
9.

Bell was an officer and employee of First Tennessee until he abruptly resigned on

April 27, 2015.

10.

In his role as EVP of the Private Wealth Group, Bell served as a team leader and

worked with a group of employees responsible for serving First Tennessees private banking
clients in the West Tennessee region.
11.

At the time of his resignation, Bell was personally responsible for and otherwise

heavily involved with a number of First Tennessees private banking clients, which generated
substantial revenue for the Private Wealth Group. Bell, pursuant to his role as EVP, acquired
extensive knowledge of the details of private clients banking relationships with First Tennessee.
Bell also obtained extensive knowledge of the unique First Tennessee products offered to private
banking clients and the rates charged to those same clients.
Bells Unfettered Access to First Tennessees Confidential and Proprietary
Information
12.

Bell, in his role as EVP of the Private Wealth Group, had regular and unfettered

access to First Tennessees confidential and proprietary information including, but not limited to,
its financial products and the rates charged to clients (the Confidential and Proprietary
Information).

First Tennessee protects and maintains its Confidential and Proprietary

Information and has imposed safeguards to prevent this information from being disclosed
publicly.
13.

Bell specifically and repeatedly during his employment with First Tennessee

acknowledged his duty to maintain the confidentiality of First Tennessees Confidential and
Proprietary Information.
14.

For example, on January 21, 1999, Bell executed an agreement (the

Confidentiality and Non-Solicitation Agreement) with First Tennessee Brokerage, Inc., in

which he agreed in relevant part as follows:
Investment Officer will be and is entrusted while employed by
First Tennessee with certain information concerning First
3

Tennessee, its affiliates, their operations, policies and customers.

Investment Officer acknowledges that all materials, records and
information including any material[s], records or information
created by Investment Officer, is confidential material, records and
information and is the property of First Tennessee and/or its
affiliates and may not be used by Investment Officer for any
purpose other than for business purposes of First Tennessee and its
affiliates.
Investment Officer further agrees that in the event his or her
employment by First Tennessee or its affiliates is terminated by
either party for any reason, Investment Officer shall not, for a
period of one (1) year after such termination, directly or indirectly,
as an individual or on behalf of any other person or organization:
(i) solicit, for the purpose of the sale of any investment product,
any person who is the owner or beneficial owner of a product
purchased through First Tennessee; (ii) sell any investment product
to any such person or to any other person with whom Investment
Officer came in contact during the course of Investment Officers
employment by First Tennessee; (iii) induce or attempt to induce
any such person to surrender or otherwise terminate or sell any
investment product purchased through First Tennessee; or (iv)
disparage First Tennessee or any of its employees, representatives
or products.
A copy of the Agreement is attached hereto as Exhibit A.
15.

Moreover, Bell was required on an annual basis to sign or acknowledge that he

had read, understood, and agreed to abide by the terms of First Tennessees A Matter of
Principles, which defines First Tennessees property and contains statements regarding
employees acknowledgement of the need to maintain the confidentiality of First Tennessees
Confidential and Proprietary Information and to protect and to refrain from taking or using any
of First Tennessees property, including, but not limited to, customer files, customer lists,
reports, and other data and products developed by First Tennessee.
16.

Bell in fact annually acknowledged that he had read, understood, and agreed to

abide by the statements contained in A Matter of Principles.

Principles is attached hereto as Exhibit B.

A copy of A Matter of

17.

One section of A Matter of Principles provides in pertinent part as follows:

All files, programs, reports and any other material developed in the
course of your employment are the property of First Horizon. If
your employment should end, you may not take this property with
you and you may not use customer or company knowledge
provided to you at First Horizon as a method for attracting
business to the new company in which you are employed.
All corporate, customer, employee, shareholder and supplier
information, whether in paper or electronic form, or even verbal, is
considered confidential and must be safeguarded at all times. It
should be used only for legitimate business purposes. Confidential
information must not be used for personal gain.

18.

In addition to being bound by the principles contained in A Matter of

Principles, Bell was subject to First Horizons Code of Business Conduct and Ethics (the
Code). A copy of the Code is attached hereto as Exhibit C.
19.

The Code contains the following provisions relating to confidentiality, protection

of company assets, and fair dealing:

Confidential information of the Company is any non-public
information about the Company, its customers, suppliers,
employees, shareholders or joint venture parties, including (but not
limited to) any information relating to the Companys business
plans, other business information or trade secrets and information
that suppliers and customers have entrusted to the Company. In
carrying out the Companys business, directors, officers,
employees, agents and representatives of the Company often learn
such confidential information. These individuals must maintain
the confidentiality of all information so entrusted to them, except
when disclosure is authorized or legally permitted, and must use
such information only for legitimate business purposes of the
Company. Privacy of customer information is paramount, and
such information must be handled in accordance with the
Companys policies.
***
The obligation to preserve the confidentiality of non-public
information continues even after employment ends.

All employees, officers and directors should protect the

Companys assets and ensure their efficient use. . . . The
obligation to protect Company assets continues even after
employment ends and includes its proprietary information,
including intellectual property, trade secrets, customer lists and
other customer information, business and marketing plans,
databases, records, salary information and unpublished financial
data and reports. Unauthorized use or distribution of such
information, which includes any use or distribution that does not
serve a legitimate business purpose of the Company, is prohibited.
***
Each employee, officer and director should endeavor to deal fairly
with the Companys customers, service providers, suppliers,
competitors and employees. No employee, officer or director
should take unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of
material facts or any unfair dealing practice.
***
All employees, officers, and directors are expected to read,
understand and comply with the principles contained in this Code,
as well as all applicable laws, rules, and regulations and Company
policies, guidelines and procedures.
20.

Bell was required by First Horizon to certify annually that he had read,

understood, and agreed to comply with, among other things, the Code and First Horizons
Conflict of Interest and Confidentiality Policy, Procedures, and Supporting Information.
21.

Bell last completed the annual certification described in the above paragraph on

December 3, 2014. A copy of Bells certificate of completion is attached hereto as Exhibit D.

Bell and Pinnacles Conspiracy to Raid First Tennessees Team and Bells Ultimate
Defection to Pinnacle
22.

Bell conspired with Pinnacle to raid First Tennessees Private Wealth Group

(along with certain members of other First Tennessee banking groups) so that Pinnacle could do
harm to First Tennessee and establish a competing presence in the Memphis market.

23.

Pinnacle has long sought to compete directly with First Tennessee in the

Memphis-area market for private banking and other clients. This is evidenced by, among other
things, an April 29, 2015 article in the Memphis Daily News titled Pinnacle Financial of
Nashville Acquires Magna Bank of Memphis. A copy of this article is attached hereto as
Exhibit E.
24.

The article explains that Pinnacle . . . has had its eye on the Memphis market for

a while now, part of a desire to establish itself in each of Tennessees four major urban markets.
(Id.)
25.

The Memphis Daily News article continues: Pinnacle has already begun staffing

up in Memphis.

Among the banks first recruits is Damon Bell, a First Tennessee Bank

executive vice president, along with seven other First Tennessee veterans. (Id.)
26.

This announcement came just two days after Bell abruptly resigned from First

Tennessee.
27.

Another articlethis one in Business Wirewas published on April 28, 2015,

the day after Bells resignation. A copy of this article is attached hereto as Exhibit F.
28.

The Business Wire article explains that Pinnacle recruited Damon Bell, formerly

First Tennessees executive vice president, and seven other veteran First Tennessee bankers to
accelerate the firms market entry. (Id.) (emphasis added).
29.

The lack of a gap between Bells resignation from First Tennessee and his formal

move to Pinnacle was no accident. Bell and Pinnacle had been orchestrating a lift out of many
of First Tennessees key personnel for at least a month before Bells resignation.
30.

Bell reached out to Pinnacle on or about March 20, 2015 regarding job

opportunities at Pinnacle.

31.

Bell had dinner with Terry Turner (Turner), Pinnacles Chief Executive Officer,

and Hugh Queener, Pinnacles Chief Administrative Officer, in Germantown, Tennessee on or

about March 30, 2015.
32.

At that dinner, Turner outlined Pinnacles strategy for entering the Memphis

market, a strategy that included the above-referenced lift out.

33.

Turner and Bell then discussed which First Tennessee employees might make

good targets for the lift out.

34.

The targets identified by Turner and Bell included Herman Strickland

(Strickland), Joy Bowen (Bowen), Sam King (King), Robert Sutton (Sutton), Carla
Williams (Williams), Stacey Richards (Richards), Teresa Beans (Beans), Howard Gober
(Gober), Patrick Wredling (Wredling), Barbara Patronis (Patronis), and Kathy Simonetti
(Simonetti).
35.

Turner delegated the recruiting and other aspects of the lift out to Bell to

effectuate, although Turner and Bell had a number of telephone conversations following the
dinner.
36.

Bell targeted First Tennessee employees based on his working relationships with

them and, in some cases, the size and quality of a particular employees book of business.
37.

The day after Bell met with Turner in Germantown, Patronis, a Senior Vice

President in the Private Wealth Group, stopped by Bells office to ask Bell some questions about
particular clients loan files. Patronis is one of the most successful members of First Tennessees
Private Wealth Group.
38.

Beans, formerly a Client Specialist-Team Lead in the Private Wealth Group, was

already present in Bells office when Patronis arrived.

39.

Bell soon asked Beans to leave his office. After Beans left, Bell shut the door,

which was unusual because he almost always left his office door open.
40.

Bell stood up from his desk and asked for Patroniss hand. He then produced a

Swiss Army-style pocketknife and began waving it around. It seemed to Patronis that Bell might
be holding the knife and her hand to enter into a blood pact of sorts.
41.

Patronis, who thought Bells behavior was odd, asked Bell whether he was

making a joke.
42.

Bell eventually sat down and asked Patronis whether she had been contacted by

any other banks.

43.

Patronis responded that Bell had asked her the same question a month before.

44.

Bell then asked Patronis whether she had heard of Pinnacle and explained that he

had eaten dinner with their top people (i.e., Turner) the night before.
45.

Bell told Patronis that if he received an offer from Pinnacle, then he would like

Patronis to go with him. Bell explained his plan to execute a lift out of the Private Wealth Group
such that well all resign together.
46.

Bell ended the conversation by urging Patronis to do some research on Pinnacle,

telling her to just Google them.

47.

Bells overtures to Patronis, however, did not end on that day. To the contrary,

Bell asked Patronis the very next day whether she had searched for Pinnacle using Google.
48.

The day after that, Bell told Patronis that he would like to have lunch with her.

This invitation was unusual because Bell rarely ate lunch with anyone in the Private Wealth
Group and she had never eaten lunch with him one-on-one.
49.

Patronis declined Bells invitation to lunch, telling him that she was too busy with

work.
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50.

A day later, Bell sent a text message to Patronis and asked her if she wanted to

take her assistant with her to Pinnacle. A copy of this text message is attached hereto as Exhibit
G. Bell then called Patronis at home that same night.
51.

During that call, Bell told Patronis that he really want[ed] to know if you are still

excited about the prospect of defecting to Pinnacle.

52.

Bell subsequently tried to call Patronis several times over the Easter weekend

(April 4 and 5, 2015).

53.

On the Monday following Easter (April 6, 2015), Bell explained to Patronis that

he had tried to call her. Bell told Patronis that he and his wife had decided that he should stay
with First Tennessee.
54.

Patronis responded by telling Bell that she felt great loyalty toward First

Tennessee and in particular to her ultimate boss, Bruce Hopkins (Hopkins), who is President of
the West Tennessee region. She explained to Bell that she was not interested in leaving First
Tennessee irrespective of whether Bell actually intended to leave for Pinnacle or not.
55.

Later that day, Bell offered to walk out with Patronis after they finished work.

Patronis was so desperate to avoid another uncomfortable encounter with Bell that she hid in the
womens restroom.
56.

Not content to leave Patronis alone, Bell sent her a text message in which he

reiterated (falsely) that he had decided not to join Pinnacle.

57.

Bell then focused his recruiting efforts on other members of the First Tennessee

team. These efforts are discussed in detail below.

58.

Bell himself traveled to Nashville on or about April 10, 2015 to formally

interview with a number of Pinnacle executives, including Turner, Robert McCabe, Jr.
(McCabe), who is Pinnacles Chairman of the Board; Patti Harris, Pinnacles Senior Vice
10

President and Human Resources Manager, and J. Edward White, Executive Vice President and
Head of Pinnacles Nashville-based operations. During Bells interview with Turner, he and
Turner discussed the specifics of the lift out at length.
59.

Those interviews resulted in an on-the-spot offer of employment to Bell, which

Bell immediately accepted.

60.

Bell subsequently acted as a conduit for Pinnacles offers to

First Tennessee employees. Bell testified in his deposition that he was the sole contact for
those First Tennessee employees who were targeted by Bell and Pinnacle.
61.

In that same vein, soon after April 10, 2015, Bell consulted with and received

authority from Pinnacle regarding the compensation packages that he could offer to First
Tennessee employees.
62.

Based on Bells confidential knowledge of what those First Tennessee employees

earned during the relevant time frame, he was able to make attractive offers of compensation to
those employees at Pinnacles behest.
63.

Bell also forwarded offer letters from Pinnacle to various First Tennessee

employees using his personal email account.

64.

One example of Bells recruitment efforts involves Strickland, who at the time

was a Senior Vice President in the Diversity Banking Group. Strickland met with Bell sometime
in late March 2015.
65.

Strickland subsequently joined Bell in defecting to Pinnacle. (See Exhibit E).

66.

Also, around the same time period that Bell met with Strickland, and on

Stricklands recommendation, Bell met with Richards, who at the time was a Senior Vice
President in the Private Wealth Group.
67.

Richards, like Strickland, joined Bell in defecting to Pinnacle. (Id.)

11

68.

Also, sometime in early April 2015, Bell went to dinner with Wredling, a Vice-

President with the Correspondent Banks Group, and asked him to come to work for Pinnacle.
Approximately two weeks later, on April 21, 2015, Wredling received a Pinnacle offer letter sent
to him via his personal email account from Bells personal email account. Both of these events
occurred while Bell was still employed by First Tennessee. Wredling has never been directly
contacted by anyone at Pinnacle.
69.

During this same approximate time frame, Simonetti, a Vice-President in the

Private Wealth Group, also received a Pinnacle offer letter at her personal email account that
Bell sent from his personal email account. When she rejected the offer, Bell sent her another one
with better terms. Both offer letters were sent by Bell while he was still employed by First
Tennessee. Simonetti has never been directly contacted by anyone at Pinnacle.
70.

Before Bell resigned from First Tennessee, Bell told Simonetti that Pinnacle was

requiring him to bring in $100 million in loans by the end of 2015. Bell then referred to an
existing First Tennessee client whom Simonetti managed and told Simonetti that if the client in
question switched to Pinnacle, then Bell would be halfway to meeting Pinnacles $100 million
requirement.
71.

Bell held a secret meeting at his house on April 19, 2015. Present at that meeting

were Richards, Beans, Strickland, King, Bowen, Sutton, Williams, and Nicole Pickens
(Pickens). Bell was so worried about getting caught that he asked the attendees to park at
Humdingers (located in East Memphis) rather than on the street by his house. Bells daughter
then picked up the attendees. The meeting agenda included discussions of the opportunities that
awaited everyone at Pinnacle. Bell subsequently sent Pinnacle offer letters to the attendees.
72.

Turner and McCabe visited Memphis during the week of April 20, 2015. During

their time in Memphis, they met with Bell and other First Tennessee employees (Beans, Sutton,
12

Richards, Strickland, King, Bowen, Pickens, Williams, and Gober) at a cocktail party at Bells
house. Every First Tennessee employee at the party had received an offer letter from Pinnacle
(as transmitted by Bell) by that time.
73.

On April 25, 2015, First Tennessee learned that Pinnacle was poised to acquire

Magna Bank of Memphis (Magna) and that an unnamed high-ranking First Tennessee
employee would be defecting to Pinnacle as soon as its acquisition of Magna was complete.
74.

Hopkins immediately acted on this information and spent the entire weekend

(April 25 and 26, 2015) calling members of his West Region team, including Bell, to confirm
that all of his team members were staying at First Tennessee.
75.

Bell falsely told Hopkins that he was not leaving First Tennessee and that he had

not been contacted by Pinnacle. Bell then told Turner that First Tennessee was aware of
Pinnacles plans. Turner responded by telling Bell to do what he thought was best in terms of
effectuating the lift out. Bell later reiterated to Hopkins (again falsely) that he was staying at
First Tennessee.
76.

Bell decided to move his own resignation and the resignations of those employees

being lifted out up by two days (i.e., from April 29, 2015 to April 27, 2015). Bell, Beans, and
Sutton visited their offices at 5:00 a.m. on April 27, 2015 and cleaned them out. The group also
left resignation letters on Hopkinss desk.
77.

Contrary to his earlier denials, however, Bell called Hopkins that same morning

and told him that he, Richards, and Beans were leaving First Tennessee, that he would become
the Memphis-area President of Pinnacle and that there will be more [joining Bell from First
Tennessee] and in other markets.
78.

Ultimately, seven First Tennessee employees joined Bell in resigning from First

Tennessee and defecting to Pinnacle on April 27, 2015. In addition to Beans, Richards, and
13

Strickland, the list includes: Bowen, a Vice President and Treasury Management Advisor; King,
a Senior Vice President in the Business Banking and Diversity Banking Groups; Sutton, a Vice
President in the Private Wealth Group; Williams, a receptionist; and Pickens, a Client Specialist.
79.

Bell was offered (and received) a significant increase in his total compensation by

Pinnacle for agreeing to defect from First Tennessee.

80.

Bells defection to Pinnacle, along with targeting and raiding of numerous First

Tennessee employees, functioned as a crucial component of Pinnacles long-term strategy to

expand to the Memphis market through unlawful means of competition. For example, a Pinnacle
corporate presentation dated April 29, 2015 and titled Expansion into Memphis, TN |
Acquisition of Magna Bank & Memphis Lift Out explains that it had executed a [l]ift out of 8
long-time Memphis commercial and private bankers [to] provide[ ] [a] ready made platform to
grow a significant franchise in Memphis. The presentation continues by boasting that Pinnacle
has hired Bell and 7 other Memphis banking professionals with an average experience of 19.4
years in commercial and private banking. A copy of this presentation is attached hereto as
Exhibit H.
81.

Similarly, during an April 29, 2015 conference call with investors to discuss

Pinnacles acquisition of Magna, Turner explained that:

Weve hired Damon Bell. Damon Bell previously led First
Tennessees private banking groups in Memphis. He will come on
board with us and be our Pinnacle Memphis President. He will
join Pinnacles leadership team. Hes brought with him seven
other Memphis banking professionals, basically two commercial
bankers, two private bankers, a treasury management consultant,
and two support staff. And so they will come on board. In fact,
they are onboarding as we speak. And we expect that unit to begin
in earnest in the market in the next week or two once folks are
trained and have access to systems and so forth.
***

14

And again, just so you understand, this group of people will be

Pinnacle employees immediately and begin booking their volumes
to Pinnacle. We believe that this group, this lift out group, should
produce $250 million in loans, $175 million in deposits by the end
of period 2017.
***
I think the Memphis lift out discussions probably began shortly
after [January or February 2015]. You know, intentionally, we are
working both and frankly have worked several other avenues as
well as weve gone down through here. But these two plays were
the most important to us as, again, I keep trying to make sure we
get communicated. Some companies have an M&A strategy where
they are trying to cobble their company together with acquisitions.
That's not what were trying to do. Were trying to be an urban
community bank in for urban markets in Tennessee. As it
happens, we can do some acquisitions to accelerate our entry into
those markets. But still we are about organic growth, and so the
lift out is an important piece of what were doing there. As I say,
we are trying to take that as a platform, hire the best bankers in the
market, and move market share. Thats really why we are going to
Memphis, and so thats the basis for the lift out. And we did work
hard and do our best to try to choreograph the two simultaneously.
A copy of Turners remarks is attached hereto as Exhibit I (emphasis supplied).
82.

Bell and Pinnacle acted with malice and/or a predatory motive by conspiring to

solicit, and ultimately cause, seven First Tennessee employees to join Bell in defecting to
Pinnacle for the purposes of harming First Tennessee and exporting First Tennessees business
and clients to a direct competitor while Bell was still employed as a First Tennessee executive.
83.

Bell has at all times been aware (or reasonably should have been aware) that by

unlawfully soliciting and encouraging First Tennessee employees to terminate their employment
with First Tennessee, Bell was proximately causing harm to First Tennessee, as well as the
significant time and expense that First Tennessee has incurred to hire new employees, retain its
existing customers, prevent any further harm, and mitigate its already-significant damages.

15

84.

The seven resignations orchestrated by Bell and Pinnacle, along with Bells own

abrupt resignation, have in fact caused harm to First Tennessee. All of these employees were
responsible for substantial and important customer relationships, and the defections were
unexpected and immediate in nature, so First Tennessee has been forced to undertake expensive
and time-consuming efforts to transition responsibility to its remaining team members in order to
continue to serve its clients needs.
85.

Bell solicited these First Tennessee employees to work for Pinnacle, a competitor,

while he was being employed by and receiving compensation and benefits from First Tennessee,
in violation of his fiduciary and statutory duties to First Tennessee, including the duty of loyalty,
under Tennessee law.
COUNT I BREACH OF FIDUCIARY DUTY (BELL)
86.

First Tennessee hereby incorporates by reference the allegations set forth in

Paragraphs 1 through 85 of this Amended Complaint as if fully restated herein.

87.

Bell was an employee and officer of First Tennessee during the time period

relevant to this Amended Complaint.

88.

Because Bell was an employee and officer of First Tennessee, he owed First

Tennessee a fiduciary duty at all times to act in the best interests of First Tennessee, his
employer. Moreover, due to his position as EVP of the Private Wealth Group, Bell led a team of
employees and worked with a group of employees responsible for private banking services. He
accordingly occupied a position of trust and confidence. This was evidenced by, among other
things, the fact that Bell had regular and unfettered access to First Tennessees Confidential and
Proprietary Information, including, but not limited to, its financial products and rates.
89.

Bell breached his duty of loyalty to First Tennessee by subordinating First

Tennessees interests to his own and acting in the best interests of Pinnacle, a direct competitor.
16

90.

In particular, Bell, while still employed by and still an officer of First Tennessee,

assumed positions in direct conflict with the interests of First Tennessee, agreeing in secret with
Pinnacle to entice First Tennessee employees to join Pinnacle while Bell was still a First
Tennessee employee. He accordingly breached his duty of loyalty by, among other things, (1)
conspiring with Pinnacle to solicit, and ultimately cause, seven First Tennessee employees to
join him in defecting to Pinnacle for the purposes of harming First Tennessee and exporting First
Tennessees business and clients to a direct competitor while Bell was still employed by First
Tennessee; (2) orchestrating his own defection and that of seven other First Tennessee
employees while still employed by First Tennessee; and (3) attempting to persuade other First
Tennessee employees to defect to Pinnacle while Bell was still employed by First Tennessee.
91.

By engaging in the above-described actions and conduct, Bell failed to act in good

faith and in fact acted in a manner that was directly contrary to First Tennessees best interests.
92.

First Tennessee has suffered damages as a direct and proximate result of the

above-described actions and conduct of Bell.

93.

First Tennessee is entitled to a judgment for monetary damages against Bell for

breach of this duty in an amount to be proved at trial. Such amount includes, but is not limited
to, an accounting and disgorgement of his salary and bonus payments; a constructive trust; and
restitution by Bell.
94.

First Tennessee is also entitled to punitive damages against Bell because he acted

intentionally and willfully in breaching his fiduciary duty to First Tennessee.

COUNT II TORTIOUS INTERFERENCE WITH EMPLOYMENT RELATIONSHIPS
(BELL)
95.

First Tennessee hereby incorporates by reference the allegations set forth in

Paragraphs 1 through 94 of this Amended Complaint as if fully restated herein.

17

96.

Bell was at all times aware of the employment relationships between First

Tennessees employees and First Tennessee.

97.

Bell knowingly and intentionally interfered with First Tennessees employment

relationships with First Tennessees employees.

98.

Bell interfered with First Tennessees employment relationships by using

improper means, such as conspiring with Pinnacle to solicit, and ultimately cause, seven First
Tennessee employees to join him in defecting to Pinnacle for the purposes of harming First
Tennessee and exporting First Tennessees business and clients to a direct competitor while Bell
was still employed by First Tennessee; (2) orchestrating his own defection and that of seven
other First Tennessee employees while still employed by First Tennessee; and (3) attempting to
persuade other First Tennessee employees to defect to Pinnacle while Bell was still employed by
First Tennessee.
99.

First Tennessee has suffered damages as a direct and proximate result of the

above-described tortious interference with First Tennessees employment relationships by Bell.

100.

First Tennessee is entitled to a judgment for monetary damages against Bell for

his tortious interference with First Tennessees employment relationships in an amount to be

proved at trial.
101.

First Tennessee is also entitled to punitive damages against Bell because he acted

intentionally and willfully in interfering with First Tennessees employment relationships.

COUNT III TORTIOUS INTERFERENCE WITH BUSINESS RELATIONS (BELL)
102.

First Tennessee hereby incorporates by reference the allegations set forth in

Paragraphs 1 through 101 of this Amended Complaint as if fully restated herein.

103.

Bell was at all times aware of the First Tennessees existing and prospective

business relationships.
18

104.

On information and belief, Bell knowingly and intentionally interfered with First

Tennessees existing and prospective business relationships.

105.

On information and belief, Bell has misappropriated First Tennessees

Confidential and Proprietary Information, including, but not limited to, financial products and
the rates charged to clients.
106.

On information and belief, Bell interfered with First Tennessees business and

prospective business relationships by using improper means and acting with malice, such as
working in secret to divert First Tennessees business relationships while still owing a fiduciary
duty to First Tennessee, and adversely affecting First Tennessees ability to service and develop
existing and prospective business relationships by orchestrating the sudden and unexpected
defections of eight First Tennessee employees, including himself.

Bell helped Pinnacle

effectuate its lift out strategy by raiding First Tennessees employees, to the detriment of First
Tennessee and its existing and prospective clients.
107.

First Tennessee has suffered damages as a direct and proximate result of the

above-described tortious interference with First Tennessees existing and prospective business
relationships by Bell.
108.

First Tennessee is entitled to a judgment for monetary damages against Bell for

his tortious interference with First Tennessees existing and prospective business relationships in
an amount to be proved at trial.
109.

First Tennessee is also entitled to punitive damages against Bell because he acted

intentionally and willfully in interfering with First Tennessees existing and prospective business
relationships.

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COUNT IV CIVIL CONSPIRACY (BELL AND PINNACLE)

110.

First Tennessee hereby incorporates by reference the allegations set forth in

Paragraphs 1 through 109 of this Amended Complaint as if fully restated herein.

111.

Bell and Pinnacle formed a secret agreement to harm First Tennessee by planning

and effectuating a lift out strategy, pursuant to which Bell (with Pinnacles aid and
encouragement) would raid First Tennessees employees while still employed by First
Tennessee.
112.

Bell effectuated the lift out strategy by committing unlawful acts including,

among other things, agreeing with Pinnacle to entice First Tennessee employees to come to work
for Pinnacle while Bell was still employed by First Tennessee, in breach of his fiduciary duty of
loyalty, and using his confidential knowledge of what various First Tennessee employees earned
during the relevant time frame to make attractive offers of compensation to those employees at
Pinnacles behest.
113.

First Tennessee has suffered damages as a direct and proximate result of the

above-described unlawful conspiracy between Bell and Pinnacle.

114.

First Tennessee is entitled to a judgment for monetary damages against Bell and

Pinnacle (jointly and severally) as a result of their unlawful conspiracy in an amount to be

proved at trial.
115.

First Tennessee is also entitled to punitive damages against Bell and Pinnacle

because they acted intentionally and willfully in so conspiring.

COUNT V AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (PINNACLE)
116.

First Tennessee hereby incorporates by reference the allegations set forth in

Paragraphs 1 through 115 of this Amended Complaint as if fully restated herein.

117.

Pinnacle unlawfully aided and abetted Bells breach of fiduciary duty.

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118.

Pinnacle knew (or should have known) that Bells conduct in effectuating the lift

out constituted a breach of his fiduciary duty. This is evidenced by, among other things, the fact
that Pinnacle directed and encouraged Bell to raid First Tennessees employees while he was still
employed by First Tennessee. On information and belief, neither Turner nor anyone else at
Pinnacle advised Bell that it would be inappropriate, unethical, or unlawful for him to recruit
First Tennessee employees while on First Tennessees payroll.
119.

Pinnacle further provided substantial assistance and encouragement to Bell while

he was breaching his fiduciary duty, including meeting with Bell on multiple occasions to
discuss and plan the lift out, authorizing Bell to make specific offers of compensation to various
First Tennessee employees, and using Bell as a conduit to transmit offer letters to those First
Tennessee employees. This assistance and encouragement were substantial factors in Bells
breach of fiduciary duty.
120.

First Tennessee has suffered damages as a direct and proximate result of the

above-described unlawful aiding and abetting of Bell by Pinnacle.

121.

First Tennessee is entitled to a judgment for monetary damages against Pinnacle

as a result of its unlawful aiding and abetting of Bell in an amount to be proved at trial.
122.

First Tennessee is also entitled to punitive damages against Pinnacle because it

acted intentionally and willfully in aiding and abetting Bell.

COUNT VI UNFAIR COMPETITION (PINNACLE)
123.

First Tennessee hereby incorporates by reference the allegations set forth in

Paragraphs 1 through 122 of this Amended Complaint as if fully restated herein.

124.

Pinnacle engaged in unfair competition in violation of Tennessee law.

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125.

Bell, as detailed above, committed several torts against First Tennessee, including

breaching his fiduciary duty and unlawfully interfering with First Tennessees at-will
employment relationships and its business relations.
126.

Pinnacle facilitated, encouraged and enabled Bell to plan and carry out this

tortious conduct. In particular, Pinnacle executives (Turner and others) gave him the requisite
authority to effectuate the lift out and raid First Tennessees employees while Bell was still
employed by First Tennessee. Pinnacle, in addition to unlawfully conspiring with Bell and
unlawfully aiding and abetting Bell, tortiously interfered with First Tennessees at-will
employment relationships and its business relations.
127.

Through the above-described conduct, Pinnacle, through its CEO Turner,

knowingly and purposefully conspired with Bell to design and conceal his unlawful conduct to
recruit First Tennessee employees while receiving his full salary and benefits from First
Tennessee, and by so doing intentionally procured Bells breach of fiduciary duty and his
unlawful interference with First Tennessees at-will employment relationships and business
relations.
128.

Pinnacle knew (or should have known) that its conduct was unlawful.

129.

First Tennessee has suffered damages as a direct and proximate result of the

above-described unfair competition by Pinnacle.

130.

First Tennessee is entitled to a judgment for monetary damages against Pinnacle

as a result of its unfair competition in an amount to be proved at trial.

131.

First Tennessee is also entitled to punitive damages against Pinnacle because it

acted intentionally and willfully in unfairly competing with First Tennessee.

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PRAYER FOR RELIEF

WHEREFORE, First Tennessee, in addition to the relief described above, respectfully
prays for the following relief against Bell and Pinnacle:
(1)

That the Court award First Tennessee compensatory and other damages,

including, but not limited to, an amount equal to Bells salary, bonus payments, vacation
payouts, and all other compensation that First Tennessee paid to Bell from January 2015 until the
date of the last payment made to Bell before or after his resignation on April 27, 2015, and any
and all other expenses incurred by First Tennessee as a proximate result of Bell and Pinnacles
tortious conduct;
(2)

That the Court award First Tennessee punitive damages, pre-judgment interest,

and post-judgment interest;

(3)

That the Court award First Tennessee its attorneys fees and costs; and

(4)

That the Court award any additional legal or equitable relief as deemed

appropriate.
FIRST TENNESSEE DEMANDS THAT THIS CASE BE TRIED BY A JURY.
Respectfully submitted,
BURCH, PORTER & JOHNSON, PLLC

Jef Feibelman (BPR #7677)

Lisa A. Krupicka (BPR #12147)
Gary Scott Peeples (BPR #32303)
130 North Court Avenue
Memphis, Tennessee 38103
Telephone:
(901) 524-5000
Facsimile:
(901) 524-5024
jfeibelman@bpjlaw.com
lkrupicka@bpjlaw.com
gpeeples@bpjlaw.com
Counsel for Plaintiff First Tennessee
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