CoreCivic of Tennessee, LLC v. Universal Strategic Advisors, LLC

UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF TENNESSEE
NASHVILLE DIVISION
CORECIVIC OF TENNESSEE, LLC,
Plaintiff,
v.
UNIVERSAL STRATEGIC ADVISORS,
LLC,
Defendant.
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No. 3:25-cv-00514
MEMORANDUM OPINION
CoreCivic of Tennessee, LLC (“CoreCivic”) brings state law claims alleging that Universal
Strategic Advisors, LLC (“US Advisors”) breached their consulting agreement, tortiously
interfered with business relations, and breach of fiduciary duty. (Doc. No. 11 at 1, 10–12). Before
the Court is US Advisors’ motion to dismiss under Federal Rule of Civil Procedure 12(b)(6) (Doc.
No. 16), which has been fully briefed and is ripe for review. 	(See Doc. Nos. 17, 18). 	For the
following reasons, the Court will grant the motion in part.
I. 	BACKGROUND AND FACTUAL ALLEGATIONS1
CoreCivic operates and owns detention centers, jails, prisons, and reentry facilities
pursuant to contracts with government partners. 	(Doc. No. 11 ¶ 7). 	One of CoreCivic’s
longstanding federal government partners is United States Immigration and Customs Enforcement
(“ICE”). (Id. ¶¶ 8, 11). In 2020, when there was an influx of undocumented immigrants into the
United States, CoreCivic recognized a business opportunity to assist ICE with managing its “non-
1 The Court relies upon the factual allegations in the Complaint, assumes the truth of those
allegations, and construes them and reasonable inferences from them in the plaintiff’s favor for
purposes of ruling on the motion to dismiss. See, e.g., Erickson v. Pardus, 551 U.S. 89, 94 (2007).
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detained docket.” 	(Id. ¶ 9). 	This would entail providing ICE with administrative services,
including conducting background checks and interviews, processing document requests and data
entry, answering phone inquiries, and scheduling appointments. (Id. ¶ 10).
Tim Robbins is the Chief Executive Officer of US Advisors, a consulting firm. (Id. ¶ 13).
Robbins spent many years working for ICE before joining US Advisors, including as the Acting
Executive Associate Director for Enforcement and Removal Operations (“ERO”), which manages
ICE’s non-detained docket. 	(Id.). 	CoreCivic’s Vice President of Federal Regulations, Bart
Verhulst, has known Robbins for a long time. 	(Id. ¶ 14). 	“Because of Robbins’ experience,
connections, and influence at ICE,” Verhulst decided to seek Robbins’ help “in expanding
CoreCivic’s relationships with ICE and other federal agencies.” 	(Id.). 	This led to CoreCivic
entering into a Consulting Agreement (“Agreement”) with US Advisors on November 1, 2020.
(Id. ¶¶ 12, 13). Under the Agreement, CoreCivic retained US Advisors as a consultant “to provide
CoreCivic certain expertise and perform certain services as an independent contractor.” (Doc. No.
11 ¶ 15; Doc. No 11-1 at 1).2 The Agreement further states, in relevant part:
The Consultant [US Advisors] will be responsible for providing subject matter/
domain expertise and advisory services in support of business development.
Specifically, US Advisors will provide these Services to CoreCivic with the
primary intent of obtaining and maintaining detention contracts with local, state
and federal government entities. US Advisors will collaborate with CoreCivic to
identify, shape, penetrate and win business within, but no [sic] exclusive to, The
Department of Homeland Security (DHS) market. Upon express written mutual
agreement, US Advisors will operate as a teaming partner and/or engage in joint
venture opportunities. These opportunities may include, but are not limited to
Transportation services, 	Alternatives to Detention (ATD), 	Halfway 	Houses,
Processing Centers, and Foreign or outside of the contiguous United States
(OCONUS) opportunities and other opportunities yet to be determined.
2 The Court may consider the Agreement, which was attached to the Complaint and is referenced
in the parties’ briefing on the motion to dismiss, “without [] converting [the] motion to dismiss
into a motion for summary judgment.” 	Watermark Senior Living Ret. Communities, Inc. v.
Morrison Mgmt. Specialists, Inc., 905 F.3d 421, 426 (6th Cir. 2018).
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(Doc. No 11-1 at 8).
Regarding confidentiality and conflicts of interest, the Agreement provides:
5. INDEPENDENT CONTRACTOR STATUS
The Consultant 	is, 	and 	will 	remain, 	an 	independent 	contractor 	performing
professional services for CoreCivic. . . . Consultant is free to engage in any other
work, employment, independent contractor services, consulting services, or jobs of
Consultant’s 	own 	choosing, 	so 	long 	as 	such 	services 	do 	not 	violate 	the
confidentiality, conflicts of interest or other competition restrictions set forth in this
Agreement.
Consultant and CoreCivic acknowledge and agree to the following rights and duties
consistent with an independent contractor relationship: (1) Consultant retains the
right to perform services for others during the term of this Agreement pursuant to
Section 7. Conflicts of Interest . . . .
This Agreement does not constitute an employment Agreement. . . .
7. CONFLICTS OF INTEREST
. . . . For purposes of this Agreement, a conflict of interest means any circumstance
where the interests of Consultant, its principals, employees or agents are in conflict
with or adverse to CoreCivic, including, without limitation, where Consultant’s
service to another client or employer could reasonably be expected to result in a
conflict or the appearance of a conflict of interest for CoreCivic or could reasonably
be expected to result in a significant adverse impact on CoreCivic (for example,
adverse media attention) due to CoreCivic's association with Consultant.
8. CONFIDENTIAL INFORMATION PROTECTIONS
All confidential or proprietary information, including but not limited to, any
programs, plans or designs whether in hard copy or electronic format developed by,
at the direction of, or with the assistance and/or collaboration of Consultant during
[its] consulting work for CoreCivic, contract terms, financial information, operating
data, 	staffing 	patterns, 	wage 	levels, 	quality 	assurance 	audit 	materials 	and
techniques, customer lists, supplier lists, pricing policies, marketing plans, business
plans or models, marketing or lobbying information and all other information (the
“Confidential & Proprietary Information”), and all other tangible or intangible
items or ideas making up the Confidential & Proprietary Information owned or
developed by or related to CoreCivic, and the goodwill associated with them, which
is not generally available to the public, shall remain the sole and exclusive property
of CoreCivic.
(Id. at 2, 3–4).
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CoreCivic paid US Advisors $30,000 per month under the Agreement, totaling $1,560,000.
(Doc. No 11 ¶ 18). 	After the parties executed the Agreement, US Advisors and Robbins were
“made privy to and brought into CoreCivic’s strategies, ideas, and plans to identify, shape,
penetrate, and win business from ICE with respect to the non-detained docket.” (Id. ¶ 19). Robbins
“had access to CoreCivic’s confidential and proprietary information” and convened regularly with
both CoreCivic and ICE to discuss the non-detained docket. (Id. ¶ 20). With significant input and
help from Robbins, CoreCivic made a proposal to ICE in 2023 regarding management of the non-
detained docket. (Id. ¶ 21). CoreCivic subsequently twice revised and resubmitted the proposal
to ICE, again in consultation with US Advisors and Robbins. (Id. ¶ 22).
On February 9, 2025, after hearing that ICE was interested in CoreCivic’s proposal, US
Advisors sent CoreCivic a letter “out of the blue,” terminating the Agreement effective March 11,
2025. 	(Id. ¶ 24). 	CoreCivic then learned that US Advisors and Robbins had made their own
proposal to ICE for the same non-detained docket case management services as CoreCivic had,
while US Advisors was still consulting and being paid by CoreCivic. (Id. ¶ 25). ICE accepted US
Advisors’ proposal on March 13, 2025, awarding US Advisors a $73 million contract. (Id. ¶ 26).
No specific type of contractual qualification was necessary to contract with ICE on the
non-detention services. 	(Id. ¶ 30). 	As such, CoreCivic did not have a General Services
Administration Federal Supply Schedule (“GSA FSS”) contract, but that did not prohibit ICE from
awarding it the non-detention contract. (Id. ¶ 28). As a result of US Advisors’ actions, CoreCivic
alleges damages, including, but not limited to, lost profits on the non-detention contract, lost future
business with ICE on its non-detained docket, and money paid by CoreCivic to US Advisors under
the Agreement. (Id. ¶¶ 40, 45, 49).
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II. 	LEGAL STANDARD
“To survive a motion to dismiss [under Rule 12(b)(6)], a complaint must contain sufficient
factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.’” Cooperrider
v. Woods, 127 F.4th 1019, 1027 (6th Cir. 2025) (quoting Ashcroft v. Iqbal, 556 U.S. 662, 678
(2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). When assessing a Rule
12(b)(6) motion to dismiss, the Court must accept the complaint’s well-pleaded factual allegations
as true, draw all reasonable inferences in the plaintiff’s favor, and “take all of those facts and
inferences and determine whether they plausibly give rise to an entitlement to relief.” 	Doe v.
Baum, 903 F.3d 575, 581 (6th Cir. 2018) (internal citations omitted). 	“While the complaint ‘does
not need detailed factual allegations, a plaintiff’s obligation to provide the grounds of his
entitlement to relief requires more than labels and conclusions’” or “‘a formulaic recitation of a
cause of action’s elements[.]’” 	Ryan v. Blackwell, 979 F.3d 519, 524 (6th Cir. 2020) (quoting
Twombly, 550 U.S. at 555). “Factual allegations must be enough to raise a right to relief above
the speculative level.” Twombly, 550 U.S. at 555 (internal citation omitted).
III. 	ANALYSIS
As an initial matter, the Court has diversity jurisdiction under 28 U.S.C. § 1332(a) and
therefore must apply “the choice-of-law rules of the state where it sits,” Tennessee. Andujar v.
Hub Grp. Trucking, Inc., 161 F.4th 1014, 1017 (6th Cir. 2025). Neither party makes any arguments
about choice of law rules and they each apply Tennessee law to CoreCivic’s claims. The Court
agrees that Tennessee law governs CoreCivic’s claims. First, as to CoreCivic’s breach of contract
claim, Tennessee choice-of-law rules dictate that the Court must “follow the law dictated by the
choice-of-law provision in the parties’ agreement if that provision is enforceable.” Id. Here, the
parties’ Agreement includes a choice-of-law provision stating that Tennessee law will apply to
contract disputes. 	(Doc. No. 11-1 ¶ 13). 	Second, as to CoreCivic’s tortious interference with
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business relations and breach of fiduciary duty claims, Tennessee’s choice of law rules dictate that
tort claims are governed by “the law of the state where the injury occurred . . . unless some other
state has a more significant relationship to the litigation.” Montgomery v. Wyeth, 580 F.3d 455,
459 (6th Cir. 2009). CoreCivic has its principal place of business in Tennessee, (Doc. No. 11 ¶ 1),
and thus the alleged injuries occurred in Tennessee.
CoreCivic sufficiently pleads claims for breach of contract and tortious interference with
business relations. However, CoreCivic does not state a claim for breach of fiduciary duty, so that
claim must be dismissed.
1. 	Breach of Contract
To state a claim for breach of contract under Tennessee law, a plaintiff must show “(1) the
existence of an enforceable contract, (2) nonperformance amounting to a breach of the contract,
and (3) damages caused by the breach of contract.” 	BancorpSouth Bank, Inc. v. Hatchel, 223
S.W.3d 223, 227 (Tenn. Ct. App. 2006) (citations and quotation marks omitted). The parties do
not dispute that an enforceable contract exists and thus the first element is satisfied. Instead, US
Advisors argues that CoreCivic’s breach of contract claim should be dismissed because CoreCivic
does not satisfy the second and third prongs—nonperformance amounting to breach and damages.
(Doc. No. 16-8 at 9–18). CoreCivic disagrees. (Doc. No. 17 at 3–14).
a. Element Two: Nonperformance Amounting to Breach
In assessing whether CoreCivic sufficiently alleges that US Advisors breached the
Agreement, the Court must look to the language of the Agreement to ascertain the parties’ intent.
In Tennessee, “[t]he central tenet of contract construction is that the intent of the contracting parties
at the time of executing the agreement should govern.” A & P Excavating & Materials, LLC v.
Geiger, 622 S.W.3d 237, 247 (Tenn. Ct. App. 2020) (citations and quotation marks omitted). “The
parties’ intent is presumed to be that specifically expressed in the body of the contract.” 	Id.
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(citation and quotation marks omitted). “In other words, the object to be attained in construing a
contract is to ascertain the meaning and intent of the parties as expressed in the language used and
to give effect to such intent if it does not conflict with any rule of law, good morals, or public
policy.” 	Id. at 247–48 (citation and quotation marks omitted). 	“If clear and unambiguous, the
literal meaning of the language controls the outcome of contract disputes.” Planters Gin Co. v.
Fed. Compress & Warehouse Co., 78 S.W.3d 885, 890 (Tenn. 2002).
US Advisors argues that the Agreement only applies to detention contracts, not contracts
for non-detention work like the contract ICE ultimately awarded to US Advisors. (Doc. No. 16-8
at 9–13). The unambiguous language of the Agreement plausibly demonstrates, however, that the
Agreement’s primary purpose was detention work, but not its sole purpose. (Doc. No. 11-1 at 8).
The Agreement states that US Advisors’ services will be provided to CoreCivic “with the primary
intent of obtaining and maintaining detention contracts.” 	(Id.) (emphasis added). 	If the parties
had intended for the sole purpose to be detention work, they could have written the contract to
reflect that, but they did not.
US Advisors also relies on Exhibit 1 to the Agreement to bolster its argument that the
Agreement only applies to detention work. The first paragraph of Exhibit 1 states, in part:
Upon express written mutual agreement, US Advisors will operate as a teaming
partner and/or engage in joint venture opportunities. 	These opportunities may
include, but are not limited to Transportation services, Alternatives to Detention
(ATD), Halfway Houses, Processing Centers, and Foreign or outside of the
contiguous United States (OCONUS) opportunities and other opportunities yet to
be determined.
(Doc. No. 11-1 at 8). 	US Advisors claims that this is “the only language in the Consultant
Agreement that could even arguably be related to obtaining non-detained docket work[.]” (Doc.
No. 16-8 at 11). Relying on the first paragraph of Exhibit 1, US Advisors reasons that dismissal
of CoreCivic’s breach of contract claim is required because the parties never executed “another
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separate express written mutual agreement” covering the other opportunities listed therein. (Id.).
However, this provision about potential other business opportunities is specifically qualified or
cabined to opportunities when the parties “operate as [] teaming partner[s] and/or engage in joint
venture opportunities.” (Doc. No. 11-1 at 8). There was no such arrangement here to trigger the
written agreement requirement. Indeed, this is directly, opposite of CoreCivic’s breach of contract
claim that US Advisors essentially went rogue by using its relationships on non-detention
opportunities to obtain the $73 million contract for itself. Therefore, US Advisors’ argument that
the Agreement does not apply to non-detention contracts fails.
Next, US Advisors argues that the Agreement does not contain a noncompete clause, so
CoreCivic cannot now complain about US Advisors’ actions. (Doc. No. 16-8 at 9–10, 12; Doc.
No. 18 at 2). That argument also fails. The Agreement contains clear language prohibiting US
Advisors from engaging in conflicts of interest. (See Doc. No. 11-1 at 2). 	In paragraph 7 of
Agreement, the parties define conflicts of interest:
a conflict of interest means any circumstance where the interests of
Consultant, its principals, employees or agents are in conflict with or
adverse to CoreCivic, including, without limitation, where Consultant’s
service to another client or employer could reasonably be expected to result
in a conflict or the appearance of a conflict of interest for CoreCivic . . . .
(Id. at 3). 	The Agreement also contains pristine language prohibiting US Advisors from using
CoreCivic’s confidential information when engaging in other work. (Id. at 2). CoreCivic alleges
that US Advisors sought a contract with ICE for the very same services US Advisors had been
engaged to help CoreCivic obtain an ICE contract. (Doc. No. 11 ¶¶ 25, 32, 39). Certainly, that is
a plain, simple and plausible allegation that US Advisors used its relationship and information
gained in that relationship for itself. This supports CoreCivic’s allegation that US Advisors used
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CoreCivic’s proprietary and confidential information in seeking the ICE contract. (Doc. No. 11 ¶
39). CoreCivic sufficiently states a breach of contract claim.
b. Element Three: Damages
US Advisors argues that CoreCivic cannot state a claim for damages because CoreCivic
was ineligible to obtain the non-detention contract with ICE and, in any case, the non-detention
contract that ICE awarded US Advisors was ultimately canceled. (Doc. No. 16-8 at 14). CoreCivic
counters that US Advisors is wrong about CoreCivic’s eligibility for the non-detention contract
and its plausible damages. (Doc. No. 17 at 3).
According to US Advisors, it was ultimately awarded the non-detention contract in the
form of Task Order Number 70CDCR25FR0000032, which was issued pursuant to its GSA FSS
contract. 	(Doc. No. 16-8 at 14). 	US Advisors explains that “[a] GSA FSS contract is a master
contract under which government agencies can award task orders or blanket purchase agreements
to the holders of a GSA schedule contract.” (Id. at 15) (citing 48 C.F.R. 8.4, et. seq.). US Advisors
further argues that “[w]hen a government agency solicits services off a GSA FSS contract, all
goods or services quoted must be on a vendor’s schedule contract as a precondition of it receiving
a task order.” (Id.) (collecting cases). 	Therefore, according to US Advisors, because it was
awarded the non-detention contract pursuant to its GSA FSS contract, and CoreCivic does not have
a GSA FSS contract, CoreCivic was ineligible to receive the non-detention contract. (Doc. No.
16-8 at 14–17).3
3 In making this argument, US Advisors references many public records attached to its motion to
dismiss. (Doc. No. 16 at 3; Doc. Nos. 16-1 through 16-5). The Court can take judicial notice of
public records in ruling on a motion to dismiss. See New England Health Care Emps. Pension
Fund v. Ernst & Young, LLP, 336 F.3d 495, 501 (6th Cir. 2003), holding modified on other
grounds by Merck & Co. v. Reynolds, 559 U.S. 633 (2010) (“A court that is ruling on a Rule
12(b)(6) motion may consider materials in addition to the complaint if such materials are public
records or are otherwise appropriate for the taking of judicial notice.”).
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US Advisors’ argument misses the mark. CoreCivic does not argue that it was eligible to
receive Task Order Number 70CDCR25FR0000032 specifically. Instead, CoreCivic alleges that
it was eligible to obtain a non-detention contract with ICE more generally, even though it did not
have a GSA FSS contract. (Doc. No. 11 ¶¶ 28–32; Doc. No. 17 at 4–5). 	CoreCivic claims that
US Advisors actively helped it develop and present a proposal to ICE to obtain a non-detention
contract, and that ICE regularly contracts with vendors who do not have GSA FSS contracts,
including CoreCivic. (Doc. No. 11 ¶¶ 19–22, 28–32). Thus, according to CoreCivic, just because
ICE ultimately chose the GSA FSS contract as the “vehicle or mechanism” through which to award
the non-detention contract to US Advisors, that does not mean that a GSA FSS contract was
required to obtain any non-detention contact. 	(Doc. No. 11 ¶¶ 28–32; Doc. No. 17 at 4). 	The
Court must accept these allegations as true at the motion to dismiss stage.
The public records do not change the Court’s analysis. Those documents show the issuance
of Task Order Number 70CDCR25FR0000032; that US Advisors has a GSA FSS contract; that
CoreCivic does not have a GSA FSS contract (which CoreCivic does not dispute); and that Task
Order Number 70CDCR25FR0000032 was suspended before ultimately being canceled. 	(Doc.
No. 16 at 3; Doc. Nos. 16-1 through 16-5). 	None of those documents foreclose CoreCivic’s
allegation that it submitted an unsolicited proposal and was eligible to perform the non-detention
contract. (Doc. No. 11 ¶ 30). Therefore, US Advisors’ arguments that a GSA FSS contract is a
precondition to a vendor receiving a solicited government contract are irrelevant. (See Doc. No.
16-8 at 15–17). CoreCivic plausibly alleges that it was eligible for a non-detention ICE contract.
US Advisors’ next argument, that CoreCivic also cannot establish damages because Task
Order Number 70CDCR25FR0000032 was ultimately canceled, is similarly unavailing. 	Again,
CoreCivic 	does 	not 	allege 	that 	it 	was 	entitled 	to 	be 	awarded 	Task 	Order 	Number
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70CDCR25FR0000032, 	specifically. 	The 	cancelation 	of 	Task 	Order 	Number
70CDCR25FR0000032 does not necessarily bear on the issue of lost profits that CoreCivic claims.
In addition, CoreCivic alleges that it incurred damages not only from losing out on a non-detention
contract with ICE, but also other damages, including lost future non-detention business with ICE
and money paid to US Advisors under the Agreement. (Doc. No. 11 ¶¶ 40, 45, 49). As to payments
by CoreCivic to US Advisors, US Advisors again argues that the Agreement only covered
detention-related work, and because the alleged breach relates to non-detention work, CoreCivic
cannot claim damages for those payments. (Doc. No. 16-8 at 18). For the reasons stated above,
the argument that the Agreement only applied to detention-related work (as opposed to non-
detention work) is unavailing. Therefore, at the motion to dismiss stage, CoreCivic has sufficiently
alleged plausible damages and its breach of contract claim will not be dismissed.
2. Tortious Interference with Business Relations
In Tennessee, the elements of a claim for tortious interference with business relations are:
(1) an existing business relationship with specific third parties or a prospective
relationship with an identifiable class of third persons; (2) the defendant’s
knowledge of that relationship and not a mere awareness of the plaintiff’s business
dealings with others in general; (3) the defendant’s intent to cause the breach or
termination of the business relationship; (4) the defendant’s improper motive or
improper means; and finally, (5) damages resulting from the tortious interference.
Trau-Med of Am., Inc. v. Allstate Ins. Co., 71 S.W.3d 691, 701 (Tenn. 2002) (citations and
footnotes omitted). 	US Advisors argues that CoreCivic’s claim should be dismissed because
CoreCivic has not sufficiently pled the first, fourth, and fifth elements. 	(Doc. No. 16-8 at 18).
Again, US Advisors is wrong.
The tortious interference with business relations claim will not be dismissed. CoreCivic
pleads facts sufficient to plausibly show that it had a prospective business relationship with ICE.
This is apparent from CoreCivic’s allegations that it had made multiple proposals to ICE about
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obtaining a non-detention contract. (Doc. No. 11 	¶ 21–22). 	CoreCivic further alleges that ICE
was interested in awarding a non-detention contract to CoreCivic. (Id. ¶ 23). US Advisors again
relies 	on 	the 	argument 	that 	CoreCivic 	was 	ineligible 	for 	Task 	Order 	Number
70CDCR25FR0000032, and thus did not have an existing or prospective relationship with ICE
related specifically to that task order. (Doc. No. 16-8 at 19). To reiterate, that is too narrow a view
of the Complaint, and for the same reasons already stated, US Advisors has not shown that
CoreCivic was ineligible for the award of a non-detention contract. CoreCivic sufficiently pleads
the first element, that it had a prospective business relationship with ICE.
Next, CoreCivic also sufficiently alleges US Advisors’ improper motive or means. “It is
important to note that either ‘improper motive’ or ‘improper means’ will suffice.” Watson’s Carpet
& Floor Coverings, Inc. v. McCormick, 247 S.W.3d 169, 176 (Tenn. Ct. App. 2007). 	“[W]ith
regard to improper motive, [Tennessee courts] require that the plaintiff demonstrate that the
defendant’s predominant purpose was to injure the plaintiff.” Trau-Med of Am., Inc., 71 S.W.3d
at 701 n.5. Improper means of interfering with a prospective business relationship include, but are
not limited to:
those means that are illegal or independently tortious, such as violations of statutes,
regulations, or recognized common-law rules; violence, threats or intimidation,
bribery, unfounded litigation, fraud, misrepresentation or deceit, defamation,
duress, undue influence, misuse of inside or confidential information, or breach of
a fiduciary relationship; and those methods that violate an established standard of
a trade or profession, or otherwise involve unethical conduct, such as sharp dealing,
overreaching, or unfair competition. (emphasis added).
Trau-Med of Am., Inc., 71 S.W.3d at 701 n.5 (internal citations omitted). 	CoreCivic alleges
improper means of interfering with business relations, which is all that is required to satisfy the
fourth element of tortious interference with business relations. McCormick, 247 S.W.3d at 176.
US Advisors correctly notes that the tort of intentional interference with a business relationship
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“should not be interpreted in such a way as to prohibit or undermine the ability to contract freely
and engage in competition.” 	(Doc. No. 16-8 at 20) (quoting McCormick, 247 S.W.3d at 178).
Nevertheless, CoreCivic alleges that in submitting its proposal to ICE, US Advisors violated the
Agreement’s prohibitions on using CoreCivic’s confidential and proprietary information. (Doc.
No. 11 ¶ 39). That is precisely the type of improper means that Tennessee courts have explained
suffice for the tort of interference with business relations. Trau-Med of Am., Inc., 71 S.W.3d at
701 n.5. Therefore, CoreCivic has sufficiently alleged that US Advisors used improper means to
interfere with its business relations with ICE.
Finally, for similar reasons explained above regarding the breach of contract claim,
CoreCivic has adequately pled that the alleged interference caused it harm and damages. 	The
Court notes that US Advisors may be correct that CoreCivic cannot show that its payments to US
Advisors under the Agreement “resulted from” the alleged tortious interference. 	Trau-Med of
Am., Inc, 71 at 701; 	(Doc. No. 16-8 at 22). 	Nevertheless, CoreCivic claims that due to US
Advisors’ interference with the non-detention ICE contract, it also suffered damages in the form
of lost profits and future business. (Doc. No. 11 ¶ 45). Therefore, CoreCivic sufficiently alleges
at least some damages resulted from the tortious interference. 	CoreCivic’s claim for tortious
interference with business relations will not be dismissed.
3. Breach of Fiduciary Duty
To state a claim for breach of fiduciary duty under Tennessee law, a plaintiff “must prove
(1) the existence of a fiduciary duty (2) that was breached (3) proximately causing damages.”
Pagliara v. Johnston Barton Proctor & Rose, LLP, 708 F.3d 813, 818 (6th Cir. 2013) (citing
Morrison v. Allen, 338 S.W.3d 417, 438 (Tenn. 2011)). 	US Advisors argues that CoreCivic’s
claim for breach of fiduciary duty should be dismissed because CoreCivic has not plausibly alleged
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a fiduciary relationship between the parties and has insufficiently alleged damages resulting from
a breach of fiduciary duty. (Doc. No. 16-8 at 23). CoreCivic disagrees, claiming that US Advisors
owed it a fiduciary duty under the terms of the Agreement and the implicit understanding between
the parties. (Doc. No. 17 at 17.).
CoreCivic has not alleged facts sufficient to demonstrate a fiduciary relationship. Under
Tennessee law,
[f]iduciary relationships are confidential per se because of the legal status of the
parties. They automatically give rise to a presumption of undue influence with
regard to transactions that benefit the fiduciary. Examples of such fiduciary
relationships include that between guardian and ward, attorney and client, or
conservator and incompetent. Relationships not fiduciary in nature, even those that
are inherently confidential, such as those between family members, are not
confidential per se and require proof of the elements of dominion and control in
order to establish the existence of a confidential relationship.
Kelley v. Johns, 96 S.W.3d 189, 197 (Tenn. Ct. App. 2002) (citations omitted). CoreCivic does
not allege that it had the type of relationship with US Advisors that automatically gives rise to a
presumption of undue influence. Id. CoreCivic also does not allege anywhere in the Complaint
that US Advisors exercised dominion or control over it. Id.
The cases CoreCivic cites in support of its claim that the parties had a fiduciary relationship
are unhelpful. First, CoreCivic cites Pagliara v. Johnston Barton Proctor & Rose, LLP, 708 F.3d
813 (6th Cir. 2013), for the proposition that “in Tennessee, a fiduciary relationship ‘may arise
between two parties in any number of circumstances, both formal and informal. . . . In the most
general sense, a fiduciary duty is the duty to act with due regard for the interests of another. This
means a fiduciary ‘is bound to exercise good faith and due diligence’ in its dealings.’” (Doc. No.
17 at 17, 18 n.9) (quoting Pagliara, 708 F.3d at 818). Conveniently, CoreCivic omits the portion
of this quote from Pagliara that mentions dominion and influence: “a fiduciary relationship may
arise between two parties in any number of circumstances, both formal and informal, including
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‘whenever confidence is reposed by one party in another who exercises dominion and influence.’”
Pagliara, 708 F.3d at 818. 	Further, the court in Pagliara did “not consider whether a fiduciary
relationship actually existed between the parties.” Id. at 819. Thus, Pagliara does not control the
analysis here.
Similarly, CoreCivic quotes one sentence from Klein v. May, No. 86-184-II, 1986 WL
12177, at *3 (Tenn. Ct. App. Oct. 31, 1986): “The most common relationships giving rise to a
finding of a confidential relationship or one of trust and confidence are trustee and beneficiary,
attorney and client, parent and child, guardian and ward, physician and patient, nurse and invalid,
or confidential friend and advisor.” CoreCivic again omits crucial context from that quote: “The
critical feature of a confidential relationship or one of trust and confidence is a ‘dominion or
influence’ of one party over the other as a result of their special relationship.” 	Klein, 986 WL
12177, at *3 (citing Turner v. Leathers, 191 Tenn. 292, 232 S.W.2d 269 (1950)). Again, CoreCivic
does not allege that there was any element of dominion or influence in its relationship with US
Advisors.
Next, CoreCivic cites two cases that apply law that is irrelevant here: DSG Corp. v.
Anderson, 754 F.2d 678 (6th Cir. 1985), applying Kentucky law, and In re Bavelis, 490 B.R. 258
(Bankr. S.D. Ohio Mar. 28, 2013), applying Ohio and New York law. As explained, Tennessee
law applies in this case. DSG Corp. involved an employer-employee relationship, 754 F.2d at 682,
whereas the Agreement here expressly disclaims that it creates an employment relationship. (Doc.
No. 11-1 at 3). CoreCivic also cursorily cites U.S. v. Boyd, 363 S.W.2d 193, 200 (Tenn. 1962),
but Boyd does not address fiduciary duties or relationships at all.
Lastly, CoreCivic relies on two cases that address relationships of a type not at issue in this
case. First, CoreCivic briefly cites Johnson v. John Hancock Funds, 217 S.W.3d 414, 428 (Tenn.
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Ct. App. 2006), which involved a stockbroker/financial advisor-client relationship. (Doc. No. 17
at 17, 18 n.9). In that case, the court discussed fiduciary relationships solely and expressly in the
context of stockbroker/financial advisor-client relationships. 	217 S.W.3d at 428. 	That type of
relationship is not at issue between US Advisors and CoreCivic. 	Second, CoreCivic cites
Stangenberg v. Allied Distrib. and Bldg. Serv. Co., No. 86-12-II, 1986 WL 7618 (Tenn. Ct. App.
July 9, 1986), which involved an officer and director of a corporation. 	There, the court discussed
fiduciary relationships in the specific context of corporate officers and directors and the “doctrine
of corporate opportunity,” which the court explained was “one of the manifestations of the general
rule that demands of an officer or director the utmost good faith in his relation to the corporation
which he represents. . . .” 	Stangenberg, 1986 WL 7618, at *7 (citation and quotation marks
omitted). US Advisors is not an officer or director of CoreCivic, so Stangenberg is inapposite.
CoreCivic fails to satisfy the first element of a breach of fiduciary duty claim, the existence
of a fiduciary duty, so that claim must be dismissed. Pagliara, 708 F.3d at 818.
IV. 	CONCLUSION
For the foregoing reasons, the motion to dismiss (Doc. No. 16) is granted in part and denied
in part. CoreCivic’s claim for breach of fiduciary duty will be dismissed.
An appropriate order will be entered.
____________________________________
WAVERLY D. CRENSHAW, JR.
UNITED STATES DISTRICT JUDGE
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