Scott E. Gammons v. Adroit Medical Systems, Inc.; Grazyna H. Gammons; Kelley Patten; Gene Gammons

RECOMMENDED FOR PUBLICATION
Pursuant to Sixth Circuit I.O.P. 32.1(b)
File Name: 24a0012p.06
UNITED STATES COURT OF APPEALS
FOR THE SIXTH CIRCUIT
SCOTT E. GAMMONS,
Plaintiff-Appellant,
v.
ADROIT MEDICAL SYSTEMS, INC.; GRAZYNA H.
GAMMONS; KELLEY PATTEN; GENE GAMMONS,
Defendants-Appellees.
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No. 23-5374
Appeal from the United States District Court for the Eastern District of Tennessee at Knoxville.
No. 3:21-cv-00173—Thomas A. Varlan, District Judge.
Argued: December 7, 2023
Decided and Filed: January 22, 2024
Before: WHITE, THAPAR, and BLOOMEKATZ, Circuit Judges.
_________________
COUNSEL
ARGUED: John M. Lawhorn, FRANTZ, MCCONNELL & SEYMOUR, LLP, Knoxville,
Tennessee, for Appellant. W. Edward Shipe, BROCK SHIPE KLENK PLC, Knoxville,
Tennessee, for Appellees. ON BRIEF: John M. Lawhorn, Sharon H. Kim, FRANTZ,
MCCONNELL & SEYMOUR, LLP, Knoxville, Tennessee, for Appellant. W. Edward Shipe,
Avery C. Lovingfoss, BROCK SHIPE KLENK PLC, Knoxville, Tennessee, for Appellees.
BLOOMEKATZ, J., delivered the opinion of the court in which WHITE and THAPAR,
JJ., joined. THAPAR, J. (pp. 14–15), delivered a separate concurring opinion.
>

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_________________
OPINION
_________________
BLOOMEKATZ, Circuit Judge. The legal questions in this appeal arise from a bitter
fight pitting a son against his father and stepfamily over a family business. Scott Gammons
claims that Adroit Medical Systems, Inc., Grazyna Gammons (his stepmother), Kelley Patten
(his stepsister), and Gene Gammons (his father) (collectively, the defendants) diverted company
funds for Grazyna and Kelley’s personal benefit without accounting for the tax consequences.
According to Scott, the defendants fired him because he reported their alleged financial
malfeasance to the Internal Revenue Service. He further claims that if the defendants are not
removed from the business, they will continue misappropriating company funds. Scott brought
an action seeking recovery under federal and state whistleblower statutes and state common law.
The district court granted the defendants summary judgment on all five of his claims, reasoning
that Scott had obtained a legally baseless emergency conservatorship over Gene and used it to
mount a corporate takeover. After the defendants regained control of the family business, that
coup—irrespective of any whistleblowing—motivated their decision to fire Scott, defeating
Scott’s claims as a matter of law. We affirm.
BACKGROUND
Scott’s relationship with Adroit began 29 years before the events of March 2020. Gene
made Scott a 20% shareholder when he started Adroit, an ownership interest Scott still holds
today. Gene retained the other 80% and served as the company’s president. Scott served on the
board and worked at Adroit. Before his firing, Scott’s day-to-day responsibilities at Adroit
“included sales and marketing, social media, product development, patents and trademarks,
supplier and distribution agreements, regulatory compliance, and exports.” R. 42-1, PageID 473.
According to Scott, he noticed a decline in Gene’s health and capacity to run the business
sometime in early 2019. Others in the family noticed too, so Grazyna and Kelley took over more
of Adroit’s day-to-day operations. By July 2019, Scott became suspicious of charges Grazyna
and Kelley were authorizing for themselves as company expenses—expenses that none of the

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defendants reported as Grazyna and Kelley’s taxable income. He claims that when he examined
company financial records, including expense reimbursements, he found payments to personal
credit cards and company employees for non-company labor dating back to 2017. Scott
concluded that Grazyna and Kelley were committing tax fraud, theft, and embezzlement. In
January 2020, Scott provided company documents to the IRS that he believed incriminated
Grazyna and Kelley. It is undisputed that none of the defendants knew what Scott was doing at
that time.
On March 4, 2020, Adroit sent out a notice informing its shareholders that the board
would vote on Grazyna assuming the office of president the following week. Grazyna’s
succeeding Gene as company president mirrored Gene’s wish that she manage his affairs in the
event of his incapacity, as expressed in his durable power-of-attorney documents. That same
day, Scott filed an emergency petition to be designated as Gene’s conservator in Loudon County,
Tennessee probate court. Scott’s conservatorship petition accused Grazyna and Kelley of taking
advantage of Gene and asked the probate court to give him control over Gene’s business affairs.
The probate court granted Scott’s emergency conservatorship petition ex parte on March 5 and
scheduled a follow-up hearing for March 10.
By combining his 20% stake in Adroit and Gene’s 80% controlling interest, Scott’s
conservatorship power over Gene allowed him to act unilaterally. Scott quickly used his
absolute power to add his allies (including his brother Jeff) to the board of directors and oust
Grazyna. He also suspended Grazyna and Kelley’s employment, changed the locks at Adroit’s
offices, and informed the employees that he was in charge. On March 7, Scott also informed
Grazyna, Kelley, and Gene of his conservatorship power and told them that they were under IRS
investigation. IRS agents searched Adroit’s offices the following Monday and took a hard drive
to complete a company financial audit.
But on March 10, Scott’s takeover ended. The probate court dissolved Scott’s power as
emergency conservator over Gene, finding that Gene was not disabled under Tennessee law and
citing Gene’s long-established wish that Grazyna act on his behalf should he become disabled.
In ruling on the matter, the probate court explicitly stated that Scott, in seeking the
conservatorship, “wasn’t trying to act in his dad’s best interest.” R.23-3, PageID 228.

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As soon as he regained his controlling interest in the company, Gene appointed a new
board of directors to replace the existing Scott-controlled board. At the March 11 shareholder
meeting, the reconstituted board of directors, which included Grazyna and Kelley, voted to
terminate both Scott and Jeff’s employment for cause.
In his complaint, Scott alleged that the defendants violated the Taxpayer First Act,
26 U.S.C. § 7623(d), and the Tennessee Public Protection Act, Tenn. Code Ann. § 50-1-304, by
terminating him for reporting their financial misdeeds to the IRS. Scott also advanced claims for
intentional interference with at-will employment, intentional interference with prospective
economic advantage, and civil conspiracy against Grazyna, Kelley, and Gene in their personal
capacities. The defendants moved for summary judgment, arguing that they terminated Scott for
his hostile takeover of the company and that they acted within their corporate capacities in
terminating him. The district court granted the defendants’ motion on all counts. Scott now
appeals.
STANDARD OF REVIEW
Summary judgment is appropriate where the evidence presents no genuine dispute of
material fact such that the moving party is entitled to a judgment as a matter of law. Fed. R. Civ.
P. 56(a). Federal courts must draw all reasonable inferences in favor of the non-moving party in
evaluating a motion for summary judgment. Singfield v. Akron Metro. Hous. Auth., 389 F.3d
555, 560 (6th Cir. 2004). We review de novo the district court’s grant of summary judgment.
Levine v. DeJoy, 64 F.4th 789, 796 (6th Cir. 2023). And we may affirm on any grounds
supported by the record, even if they are different from the grounds the district court relied upon
in reaching its summary judgment decision below. City Mgmt. Corp. v. U.S. Chem. Co., 43 F.3d
244, 251 (6th Cir. 1994).
ANALYSIS
I. Taxpayer First Act
The Taxpayer First Act (TFA) makes it unlawful for an employer to discharge an
employee in reprisal for providing information “the employee reasonably believes constitutes a

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violation of the internal revenue laws or any provision of Federal law relating to tax fraud” to the
IRS. 26 U.S.C. § 7623(d)(1). The plain text of the statute provides that the two-part burden-
shifting framework set forth in 49 U.S.C. § 42121(b)(2)(B) applies to TFA claims. See 26 U.S.C.
§ 7623(d)(2)(B)(iii).1
Under this standard, Scott has to first establish a prima facie case by presenting evidence
that satisfies the following elements: (1) he engaged in protected conduct; (2) the defendants
knew of his protected conduct; (3) the defendants subjected him to an adverse employment
action; and (4) his protected conduct was a “contributing factor” when the defendants subjected
him to the adverse employment action. 49 U.S.C. § 42121(b)(2)(B)(i); Weatherford U.S. v.
Dep’t of Labor, 68 F.4th 1030, 1039–40 (6th Cir. 2023). Scott’s prima facie burden is “much
easier” to satisfy than the burden faced by a McDonnell Douglas plaintiff. Araujo v. N.J. Transit
Rail Operations, Inc., 708 F.3d 152, 159 (3d Cir. 2013). Second, even if the evidence allows
Scott to carry his prima facie burden, the defendants may still defeat the TFA claim by
identifying “clear and convincing evidence” that they would have fired Scott even if he had not
reported them to the IRS. Id. (quoting 49 U.S.C. § 42121(b)(2)(B)(ii)).
Given that we frequently apply the McDonnell Douglas burden-shifting framework to
retaliation claims, the parties and district court concluded that the same standard should apply to
TFA claims, albeit with some modifications for the “contributing factor” and “clear and
convincing” language in § 42121(b)(2)(B). But after this appeal was filed, we explained in
Weatherford v. U.S. Department of Labor that the two-step burden-shifting framework for
statutes incorporating § 42121(b)(2)(B) is “statutorily required” and not interchangeable with the
three-step McDonnell Douglas burden-shifting framework. 68 F.4th at 1040. Although
Weatherford analyzed a different statute that incorporates the § 42121(b)(2)(B) standard, its
reasoning governs TFA claims too. So we proceed by applying the two-part § 42121(b)(2)(B)
burden shifting standard.
1The TFA states: “[a]n action under subparagraph (A)(ii) shall be governed by the legal burdens of proof
set forth in section 42121(b) of title 49, United States Code.” 26 U.S.C. § 7623(d)(2)(B)(iii).

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A. Scott satisfied the contributing factor element and made a prima facie
case of TFA retaliation.
No party disputes that Scott satisfied the first three elements of his prima facie burden, so
we begin by analyzing Scott’s showing on the contributing factor element. Unlike the
McDonnell Douglas standard, for a TFA claim Scott does not have to prove his protected
conduct was a significant, motivating, substantial, or predominant factor in the adverse personnel
decision. Weatherford, 68 F.4th at 1041; Consol. Rail Corp. v. U.S. Dep’t of Lab., 567 F. App’x
334, 338 (6th Cir. 2014); Araujo, 708 F.3d at 158. Rather, Scott may satisfy his burden with
evidence of retaliation, which, alone or in connection with other factors, tended to affect the
defendants’ decision to fire him. Weatherford, 68 F.4th at 1041 (quotations omitted).
Scott primarily relies upon the compact timeline to demonstrate that reporting his
stepfamily to the IRS was a “contributing factor” in his termination. And we agree. The
defendants learned of Scott’s protected activity (calling the IRS) on March 7—just four days
before they fired him. At the time the defendants first learned of Scott’s IRS reports, they did
not have the ability to fire him. Recall that Scott then had complete control over Adroit as
Gene’s emergency conservator. And the defendants only regained control over Adroit on March
10, after the Tennessee probate court dissolved Scott’s emergency conservatorship. The very
next day, Gene appointed a new board that subsequently voted to fire Scott. So, the defendants
fired Scott as soon as they possibly could after learning of his IRS reports. See Kirilenko-Ison v.
Bd. of Educ. of Danville Indep. Sch., 974 F.3d 652, 665 (6th Cir. 2020) (“[A] court may still
draw an inference of causation where the defendant took advantage of its first meaningful
opportunity to retaliate against the plaintiff.”). Scott’s temporal proximity evidence is sufficient
to carry his burden on the contributing factor element.
The district court’s conclusion that Scott failed to satisfy the “contributing factor”
element was based on its view that, under our precedents, a plaintiff may never meet his or her
prima facie obligation by relying exclusively on temporal proximity evidence. This was error.
In the more stringent McDonnell Douglas context, we have held in rare cases that a plaintiff can
satisfy the contributing factor prong based solely on the temporal proximity between the
protected activity and the adverse action. Mickey v. Zeidler Tool & Die Co., 516 F.3d 516, 525

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(6th Cir. 2008); accord id. at 529 (Batchelder, J., concurring). The purpose of this rule is to
allow an employee to recover against an employer who unlawfully retaliates “swiftly and
immediately upon learning of protected activity.” Mickey, 516 F.3d at 525. It follows that under
the less burdensome § 42121(b)(2)(B)(i) standard, a plaintiff may also satisfy the contributing
factor element using temporal proximity evidence, at least in certain cases. Indeed, the fact that
the defendants fired Scott at their first meaningful opportunity—which was only four days after
learning of the protected activity—would establish a causal connection in a McDonnell Douglas
case; it is sufficient to make the same required showing under § 42121(b)(2)(B)(i). See Mickey,
516 F.3d at 523 (“Where an adverse employment action occurs very close in time after an
employer learns of a protected activity, such temporal proximity between the events is significant
enough to constitute evidence of a causal connection for the purposes of satisfying a prima facie
case of retaliation.”); see also id. (citing McNett v. Hardin Cmty. Fed. Credit Union, 118 F.
App’x 960, 965 (6th Cir. 2004) (plaintiff’s burden to establish a causal connection satisfied with
a 13-day gap)). Therefore, Scott qualifies as a “rare” TFA plaintiff who may rely on temporal
proximity to satisfy his causal connection burden. Mickey, 516 F.3d at 525.
Moreover, the record contains additional evidence that helps Scott satisfy the contributing
factor element. When Scott told Grazyna that the IRS was investigating her for theft,
embezzlement, and income tax violations, Grazyna allegedly responded “yes, it is very serious,”
indicating that she was concerned about the prospect of an investigation. R. 42-1, PageID 486.
IRS agents also showed up at Adroit’s offices, copied Kelley’s hard drive, and searched Adroit’s
business records. It would be reasonable to infer that when Adroit fired Scott, the reconstituted
board—which included Grazyna and Kelley—were angry that Scott placed them under the IRS’s
scrutiny, motivating their decision to terminate his employment.
B. The defendants defeated Scott’s TFA claim with clear and convincing
evidence that they would have fired Scott in the absence of his IRS
reports.
Because Scott established a prima facie case, we move to the second and final step under
the statutory burden-shifting framework, where the onus moves to the defendants. The
defendants may defeat Scott’s TFA claim by supplying “clear and convincing evidence” that
they would have fired Scott even if he had not reported them to the IRS. 49 U.S.C.

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§ 42121(b)(2)(B); Weatherford, 60 F.4th at 1039–40; see, e.g., Hoffman v. Solis, 636 F.3d 262,
272 (6th Cir. 2011) (affirming an agency finding that a defendant-employer would have declined
to promote the plaintiff-employee even in the absence of his protected activities). Clear and
convincing is a high burden, but the defendants meet it here by producing overwhelming and
uncontroverted evidence that they terminated Scott “because of his attempted coup” that he
staged using the emergency conservatorship over Gene. [App. R. 24, PageID 45.]
The record demonstrates that the defendants would have made the decision to terminate
Scott even without his reports to the IRS. See Kuduk v. BNSF Ry. Co., 768 F.3d 786, 793 (8th
Cir. 2014). The attempted coup itself sufficiently motivated the defendants to get Scott out of
the business; the IRS reporting was just icing on the cake. Tellingly, the defendants fired Scott’s
brother Jeff—who was not involved in the IRS reporting—for simply acting as an accomplice in
Scott’s scheme.
Scott’s emergency conservatorship was nothing short of manipulating a legal process to
effectuate a hostile takeover. Imposing a conservatorship has serious consequences, as the
person faces a substantial loss of freedom. See In re Conservatorship of Groves, 109 S.W.3d
317, 329 (Tenn. Ct. App. 2003). The purpose of a conservatorship is not to protect corporate
assets; rather, the proceeding is “intended to promote the best interests of the vulnerable elderly.”
Id. Yet, by his own admission, Scott filed his conservatorship petition to stop Grazyna and
Kelley from utilizing Adroit’s corporate assets in a manner he found objectionable. The petition
did not even mention Gene’s personal affairs or discuss Gene’s day-to-day well-being. But
Scott’s desire to control Adroit’s corporate assets, standing alone, does not provide a legitimate
legal basis to impose a conservatorship on Gene. And Gene had already decided that he wanted
Grazyna to “take care of his business ventures,” as evidenced by his granting her his durable
power of attorney and making her his successor as president, so Scott flouted his wishes. R. 23-
3, PageID 224. Unsurprisingly, the probate court found that Scott “wasn’t trying to act in his
dad’s best interest,” and instead had filed the petition to prevent his father from granting his step-
relatives control of Adroit. Id. at PageID 228.
Once obtaining power over the company, Scott immediately forced his stepfamily out.
Not only did he fire Grazyna and Kelly and remove them from the board, but he also physically

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locked them out of the building. When Scott’s scheme failed, who wouldn’t think that he would
be fired? Even Scott recognized that there was no way for him to coexist with Gene, Grazyna,
and Kelley after initiating his conservatorship maneuver. Clear and convincing evidence shows
that the defendants would have fired Scott even without his reporting anything to the IRS.
Attempting to salvage his TFA claim, Scott characterizes his conservatorship petition and
his IRS reporting as “significantly related,” so that it would be impossible to say that he was
fired for one act and not the other. Appellant Br. at 39. But his conservatorship petition—which
is not a protected activity—was distinct from his IRS reporting, which is. And Scott had already
reported the alleged misdeeds to the IRS by the time he filed for the conservatorship, so his
hostile takeover had nothing to do with an effort to aid in the agency’s investigation. Indeed,
even if Scott were concerned that Gene did not recognize Grazyna and Kelley’s alleged financial
misdeeds, imposing a conservatorship and usurping Adroit’s corporate power went far beyond
exposing their alleged fraud. Scott, therefore, fails to counter the defendants’ clear and
convincing evidence that they would have fired him even if he hadn’t reported them to the IRS.
II. Tennessee Public Protection Act
Like the TFA, the Tennessee Public Protection Act (TPPA) protects employees who
“refus[e] to participate in or . . . refus[e] to remain silent about illegal activities” at their
workplace. Tenn. Code Ann. § 50-1-304(b) (punctuation omitted). The Tennessee Supreme
Court has held that a modified version of the McDonnell Douglas framework applies to TPPA
claims. Williams v. City of Burns, 465 S.W.3d 96, 111–12 (Tenn. 2015). Relevant here, the
TPPA is more stringent than McDonnell Douglas because it requires the plaintiff to show that
unlawful retaliation was the sole reason for the termination. Id. at 110–11.
A. Scott presented a prima facie case of TPPA retaliatory discharge.
At the prima facie stage, Scott had to present evidence satisfying the following elements:
(1) he was an Adroit employee; (2) he refused to participate in or remain silent about illegal
activity; (3) Adroit terminated his employment; and (4) there was a sufficient causal connection
between Scott’s protected conduct and his discharge. Id. at 113–14. Like Scott’s TFA claim,
only the fourth element is in dispute, and, as noted above, the district court concluded that the

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only evidence connecting the defendants’ knowledge of Scott’s IRS reporting to his termination
was temporal proximity. Unlike the federal claim, however, under Tennessee law a TPPA
plaintiff cannot rely exclusively on temporal proximity to satisfy his or her prima facie burden.
Boyd v. Youth Opportunity Invs., No. 3:20-cv-321, 2022 WL 3205013, at *9 (E.D. Tenn. Aug. 8,
2022) (citing Mason v. Seaton, 942 S.W.2d 470, 473 (Tenn. 1997)).
But that is not fatal to Scott’s prima facie case, especially given that at this stage we must
view the record in the light most favorable to Scott’s claim that his protected activity motivated
his discharge. In addition to temporal proximity, the record contains evidence (discussed above)
supporting the reasonable inference that retaliation played into the defendant’s decision to fire
him. The defendants thought Scott’s IRS reports were “very serious” and then experienced an
unannounced IRS raid of their offices, where the IRS copied Kelly’s hard drive for a thorough
audit. R. 42-1, PageID 486–87. That evidence is sufficient to support an inference of a causal
connection between his protected activity and his discharge.
B. The defendants produced a non-retaliatory reason for Scott’s discharge.
Moving to the defendants’ obligation to set forth a non-retaliatory reason for Scott’s
termination, they easily satisfy their burden. The defendants’ claimed basis for Scott’s discharge
is his emergency conservatorship and hostile takeover of Adroit. See Tenn. Code Ann. § 50-1-
304(f) (discussing a TPPA defendant’s burden to produce evidence of a legitimate,
nondiscriminatory reason for the plaintiff’s discharge). And if the conservatorship holds up as a
legitimate part of the defendants’ decision to fire Scott, that’s enough to show that they did not
fire him solely for engaging in protected activity—even assuming his protected activity factored
into the termination decision. Tenn. Code Ann. § 50-1-3-4(b); Jones v. City of Union City,
No. 2013-02358-COA-R3-CV, 2015 WL 9257815, at *6–7 (Tenn. Ct. App. Dec. 17, 2015)
(explaining that the TPPA’s sole causation element has an important impact after the prima facie
stage). Accordingly, Scott must prove that the conservatorship reason was a mere pretext for the
defendants to retaliate against him for his IRS reports. Tenn. Code Ann. § 50-1-3-4(f) (allowing
a TPPA plaintiff to negate the defendant’s basis for termination with evidence that basis was
pretextual).

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C. Scott failed to offer an evidentiary basis to support the inference that the
defendants’ legitimate reason for terminating him was pretext.
There are three routes for Scott to show that the defendants’ claimed reason for
terminating him was pretextual. He can show (1) his emergency conservatorship and takeover
have no basis in fact; (2) his emergency conservatorship and takeover did not actually motivate
the termination; or (3) his emergency conservatorship and takeover are insufficient to explain the
termination. Blizzard v. Marion Tech. Coll., 698 F.3d 275, 285 (6th Cir. 2012); Walls v. Tenn.
CVS Pharmacy, 21 F. Supp.3d 889, 899 (M.D. Tenn. 2014). Scott acknowledges that he filed for
a conservatorship over Gene and took temporary control over Adroit, so the first route is
unavailable. To prevail on the third option, Scott must show that other employees “were not
fired even though they were engaged in substantially identical conduct to that which the
employer contends motivated its discharge of” Scott. Blizzard, 698 F.3d at 286–87 (citation
omitted). The evidence here shows the opposite; as discussed, the defendants fired his brother
Jeff (who did not report anything to the IRS) because Jeff “engaged in substantially identical
conduct”—participating in Scott’s takeover attempt. Walls, 21 F. Supp.3d at 899 (quoting
Blizzard, 698 F.3d at 286–87). As with Jeff, the takeover alone is enough to explain Scott’s
termination.
That leaves the second option, which also fails because Scott cannot prove that the
conservatorship petition was not actually a reason for his termination. Scott points to two
categories of evidence to support his view that this reason is pretextual, but neither is availing.
First, he claims that the defendants knew that he was trying to take over the company as
early as January 2020 but did nothing until they learned of his IRS reports, undermining the
defendants’ contention that corporate overthrow—rather than IRS reporting—motivated his
termination. But Scott didn’t have the means to take over Adroit at that time. It wasn’t until
March 2020, when Scott filed the conservatorship petition, that his opportunity to take over
materialized. So evidence from before he filed the petition cannot show pretext here.
Second, Scott theorizes that in March 2020, once the defendants found out about his IRS
reports and conservatorship petition, his firing was motivated by the former to the exclusion of
the latter. However, nothing in the record supports that assertion. All the defendants’ statements

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mention firing Scott within the context of dissolving the conservatorship petition and regaining
control of the company. Even the private text messages between family members before Scott’s
firing are devoid of any reference to his IRS disclosures. The most favorable construction of the
evidence shows that the defendants may have considered Scott’s IRS reports together with his
conservatorship petition. That’s not enough to show that Scott’s protected activity “was the only
reason for the termination.” Williams, 465 S.W.3d at 110–11 (internal quotation marks and
citation omitted). Therefore, Scott’s TPPA claim cannot survive the defendants’ motion for
summary judgment.
III. Tennessee Common Law Claims
Scott also advances Tennessee common law claims for intentional interference with at-
will employment, intentional interference with prospective economic advantage, and civil
conspiracy against Grazyna, Kelley, and Gene in their personal capacities. Each of these claims
relies on the theory that the individual defendants acted outside Adroit’s corporate interest in
pursuing Scott’s termination. But the individual defendants are protected by the doctrine of
intracorporate immunity because they did not fire Scott to further their own interests, which
dooms Scott’s common law claims.
Under Tennessee law, officers, directors, or employees of a corporation are immune from
tortious interference claims so long as they acted within the scope of their authority and in
furtherance of corporate interests. Forrester v. Stockstill, 869 S.W.2d 328, 334–35 (Tenn. 1994);
Thompson v. Memphis Light, Gas & Water, 416 S.W.3d 402, 413 (Tenn. Ct. App. 2011). That’s
because a tortious interference claim requires three parties—the defendants must stand between
the parties to the relationship. Thompson, 416 S.W.3d at 413. But if the defendants acted
properly within the scope of their corporate capacity, their actions are a single act by a single
corporation. Trau-Med of Am. v. Allstate Ins. Co., 71 S.W.3d 691, 703–04 (Tenn. 2002).
Therefore, a plaintiff can overcome an intracorporate immunity defense by presenting evidence
that the defendants “were acting outside the scope of their duties as officers of the corporation
rather than on behalf of the corporation,” essentially making the defendants a third party to the
relationship between the plaintiff and the corporation. Thompson, 416 S.W.3d at 414 (quotation

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omitted). To do this, a plaintiff needs facts showing that the defendants “would benefit
personally from [the plaintiff’s] discharge.” Id. (quotation omitted).
The individual defendants argue that they fired Scott pursuant to their duties as Adroit
board members and that Scott’s termination was a proper corporate response to his takeover
attempt. Scott, on the other hand, failed to offer evidence that the individual defendants afforded
themselves a personal benefit when they voted to fire him. Scott did not reveal their alleged
financial misdeeds in his capacity as an employee—indeed, his job was not related to the
company’s accounting. He had access to the records as a corporate officer. And he maintains
that access even today. Because Scott is a 20% owner of Adroit, Tennessee law affords him the
right to inspect and copy records of Adroit transactions to make sure business is being properly
conducted and to determine the value of his continuing ownership interest. Tenn. Code Ann.
§ 48-26-102; Daugherty v. Doyle, No. M2013-02509-COA-R3-CV, 2014 WL 6453770, at *10
(Tenn. Ct. App. Nov. 17, 2014). Because the individual defendants did not limit Scott’s
inspection rights by firing him, they also did not afford themselves a personal benefit in taking
that action.
Scott’s pre-termination conduct only bolsters the conclusion that the individual
defendants did not personally benefit when they fired Scott. By March 11, 2020, Scott had
already reported the individual defendants to the IRS and provided the agency with access to
documents. So, the individual defendants did not protect themselves in firing Scott because the
purportedly incriminating documents were already with the IRS.
Because we reject both of Scott’s tortious interference claims, his civil conspiracy claim
must also fail due to the absence of a viable underlying tort claim. ProductiveMD, LLC v.
4UMD, LLC, 821 F.Supp.2d 955, 967 (M.D. Tenn. 2011) (quoting Watson’s Carpet & Floor
Coverings v. McCormick, 247 S.W.3d 169, 180 (Tenn. Ct. App. 2007)).
CONCLUSION
We AFFIRM the district court’s grant of summary judgment in favor of Adroit Medical
Systems, Inc., Grazyna Gammons, Kelley Patten, and Gene Gammons.

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_________________
CONCURRENCE
_________________
THAPAR, Circuit Judge, concurring. I join the majority’s thoughtful opinion. I write to
emphasize two points.
The first is the importance of identifying the relevant timeline. Often in cases like this
one, the time between the protected conduct and the adverse action is not that important. It’s
true, as the majority notes, that four days elapsed between Scott’s protected activity and the
defendants’ decision to fire him. But they had no “meaningful opportunity” to fire Scott during
those four days because they weren’t Board members. See Kirilenko-Ison v. Bd. of Educ., 974
F.3d 652, 664–65 (6th Cir. 2020). And they fired him “immediately” upon regaining the ability
to do so. Cf. Mickey v. Zeidler Tool & Die Co., 516 F.3d 516, 525 (6th Cir. 2008). Moments are
the relevant units of analysis here, not days.
To see why, change the facts slightly. Say the conservatorship proceedings took months
to wrap up instead of a few days. Even though the temporal proximity between the protected
conduct and the adverse action would’ve been several months, Scott still would’ve met his
causation burden. That’s because in each case, the Board fired him right after regaining the
ability to do so. Knowledge of protected activity is inert without an accompanying ability to
retaliate. So I agree with the majority that Scott can rely on temporal proximity alone to meet his
burden. But in my view, the “proximity” here is mere moments, not days.
Second, I write to emphasize the fact-intensive nature of retaliation cases like this one.
Because I believe the correct temporal proximity is mere moments, this is an easy, though “rare,”
case. The line won’t often be this bright. As Mickey puts it, that line lies between “very close in
time” (when temporal proximity alone is sufficient) and “some time” (when it’s not). Id. I can’t
pinpoint the time at which “very close” becomes “some,” and I don’t understand the majority to
be doing so. It suffices to say that as the gap in time increases, its value as circumstantial
evidence decreases. And because the relevant gap here was minimal, its value as circumstantial
evidence is maximal. So Scott can rely on it alone to meet his causation burden.

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No. 23-5374 Gammons v. Adroit Med. Sys., Inc. Page 15
I acknowledge the difficulty in applying this blurry standard. A bright-line, good-for-all-
cases rule would give clarity and predictability to litigants. And it would keep us from second-
guessing district courts on what is essentially a judgment call—one on which reasonable minds
might differ. For these types of judgment calls, we often apply deferential, abuse-of-discretion
review. Cf. Cooter & Gell v. Hartmax Corp., 496 U.S. 384, 403–04 (1990) (applying a “unitary
abuse-of-discretion standard” in the Rule 11 context to “fact-intensive, close calls” of law and
fact); accord United States v. Wilson, 597 F.3d 353, 358 (6th Cir. 2010) (“[T]he fact intensive
nature of this inquiry requires us to review the district court’s ultimate decision for abuse of
discretion.”); Cooper Indus. v. Leatherman Tool Grp., 532 U.S. 424, 443–44 (2001) (Scalia, J.,
concurring in the judgment) (explaining that abuse-of-discretion review is appropriate for issues
“resistan[t] to meaningful generalization”); Horne v. Flores, 557 U.S. 433, 493–94 (2009)
(Breyer, J., dissenting) (explaining that abuse-of-discretion review is particularly appropriate
where “entitlement to relief depends heavily upon fact-related determinations”). But our
precedent requires us to review the district court’s decision de novo, which the majority properly
does here.

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