## Facts

- Julia Beth Crews was hired in 1995 as an associate general counsel for Buckman Laboratories International, Inc., reporting to the company’s general counsel, Katherine Buckman Davis.
- Crews learned in 1996 that Davis, who held herself out as a licensed attorney, was not licensed to practice law in Tennessee.
- Crews raised concerns internally that Davis’s work as general counsel in Tennessee constituted unauthorized practice of law; a Buckman board member sought an ethics opinion from the Tennessee Board of Professional Responsibility using a hypothetical reflecting the company’s situation.
- The Board of Professional Responsibility advised that a person without a Tennessee license may not be employed as general counsel in Tennessee and that doing so constitutes unauthorized practice of law.
- Crews continued advising company officials on steps to address Davis’s licensure issue, and workplace tension increased; Crews alleged she was pressured to leave and later received a below-average raise after being told her raise would be substantial.
- On July 23, 1999, Buckman terminated Crews, citing a legal-department reorganization; Crews alleged the stated reason was pretext and that she was fired in retaliation for reporting and attempting to stop unauthorized practice of law, conduct she claimed was required by her professional obligations.

## Issues

1. Whether in-house counsel is categorically barred from bringing a common-law retaliatory discharge claim when terminated for reporting and addressing alleged unauthorized practice of law by the employer’s general counsel.
2. Whether compliance with provisions of the Tennessee Code of Professional Responsibility concerning unauthorized practice can supply a clear public policy supporting a retaliatory discharge claim.
3. Whether the complaint stated a claim sufficient to survive dismissal under Tennessee Rule of Civil Procedure 12.02(6).

## Decision

- The Tennessee Supreme Court reversed the dismissal and held that in-house counsel may bring a common-law retaliatory discharge claim when terminated for complying with a provision of the Code of Professional Responsibility that embodies a clear and definitive public policy.
- The Court rejected a blanket rule immunizing employers from retaliatory discharge claims brought by in-house attorneys.
- The Court remanded for further proceedings, concluding the complaint’s allegations, taken as true, plausibly stated a retaliatory discharge claim.

## Legal Principles

- Tennessee’s employment-at-will doctrine is subject to a narrow common-law exception prohibiting discharge that contravenes a clear public policy.
- A retaliatory discharge plaintiff must allege: (1) an at-will employment relationship; (2) discharge; (3) discharge for exercising a statutory/constitutional right or complying with a clear public policy; and (4) that the protected conduct was a substantial factor in the discharge.
- Provisions of the Tennessee Code of Professional Responsibility addressing unauthorized practice of law may constitute clear and definitive public policy, and an in-house lawyer’s compliance with such duties can qualify as protected conduct.
- Potential conflicts involving confidentiality and the attorney-client relationship do not justify categorical dismissal; trial courts may use procedural protections (e.g., protective orders or in camera review) to manage privileged or confidential information.

## Conclusion

The court held that an in-house attorney is not barred as a matter of law from suing for retaliatory discharge when she alleges termination for fulfilling ethical duties that reflect Tennessee’s clear public policy against the unauthorized practice of law, and it reinstated the case for further proceedings.


Crews v. Buckman Lab’ys Int’l, Inc., 78 S.W.3d 852 (Tenn. 2002)