Where a town asserted that an individual member of an LLC had promised that the LLC would pay a certain amount towards a road improvement project, but that the LLC never intended to pay that amount, the town had stated a cause of action for promissory fraud against the individual.
In CCD Oldsmith Henry, LLC v. Town of Nolensville, No. M2024-01102-COA-R3-CV (Tenn. Ct. App. Aug. 21, 2025), Plaintiff LLC asked Defendant town to rezone property so that the LLC could develop residential units. Plaintiff LLC had two members—Smith and Olderman. Both Smith and Olderman attended the rezoning hearing, but Olderman did not speak during the hearing. When the discussion turned to improvements to a nearby intersection that would be required by the rezoning, Smith stated that “we can contribute the difference” in reference to the amount remaining after the state contributed. After additional discussion, the board approved the rezoning and “limited [the LLC’s] contribution to no more than 50% of the costs.”
At some point following the meeting, the town sent a bill to the LLC, and the LLC refused to pay the amount requested. The town then refused to issue building permits, and the LLC filed suit. The town filed a counterclaim against the LLC, as well as a motion to join Smith and Olderman individually, alleging that Smith and Olderman “fraudulently and negligently misrepresented what Oldsmith was willing to pay.” The trial court denied the motion to add Smith and Olderman as individuals, ruling that there was no personal liability on their parts. On appeal, that ruling was overturned as to Smith.