Williamson County, Clerk & Master · 1. Lifeway is a nonprofit corporation organized under the laws...

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IN THE CHANCERY COURT FOR WILLIAMSON COUNTY, TENNESSEE

AT FRANKLIN

LIFEWAY CHRISTIAN RESOURCES )

OF THE SOUTHERN BAPTIST )

CONVENTION, d/b/a )

LIFEWAY CHRISTIAN RESOURCES )

)

Plaintiff, )

)

v. ) Case No.: _________________

)

) JURY DEMAND

)

THOM S. RAINER, )

)

Defendant. )

VERIFIED COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF

Plaintiff, LifeWay Christian Resources of the Southern Baptist Convention d/b/a Lifeway

Christian Resources (“Plaintiff” or “LifeWay”), hereby files this Verified Complaint against

Defendant Thom S. Rainer (“Defendant” or “Rainer”), and states as follows:

PARTIES

1. Lifeway is a nonprofit corporation organized under the laws of the State of

Tennessee and headquartered in Nashville, Davidson County, Tennessee. Its principal office is

located at 1 Lifeway PLZ Nashville, Tennessee 37234-1001.

2. LifeWay is the publishing and resource distribution division of the Southern

Baptist Convention (“SBC”). The term “Southern Baptist Convention” refers to both the

denomination and its annual meeting. The SBC operates through 1,116 local associations and 41

state conventions and fellowships. Since its founding in 1845, the SBC has grown to more than

14 million members who worship in more than 47,000 churches in the United States.

ELECTRONICALLY FILED2020 Sep 28 1:57 PM - 20CV-49796Williamson County, Clerk & Master

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3. Defendant is the current Chief Advisory Officer and former President and CEO of

Lifeway. Defendant resides in Williamson County, Tennessee, at 307 Gillette Drive, Franklin

Tennessee 37069.

4. Defendant is also the founder, CEO, and Lead Coach of Church Answers, an online

coaching and consulting platform.

JURISDICTION AND VENUE

5. This Court has jurisdiction over the subject matter of this action pursuant to Tenn.

Code Ann. § 16-11-102.

6. Venue is proper pursuant to Tenn. Code Ann. § 20-4-101 because Defendant

resides in Williamson County, Tennessee.

FACTS

7. Lifeway’s mission is to assist churches in the development of ministries to men

and women through providing resources to the church and church leader, including the operation

of conference centers, camps, and the publication of books, on-going curriculum, Bibles, and other

multimedia resources. LifeWay’s ministries have a global presence through millions of Christian

products used in more than 160 countries.

8. As the past President and CEO and current Chief Advisory Officer of LifeWay,

Defendant had access to Plaintiff’s highest level confidential, proprietary, and trade secret

information.

9. In August 2018, Defendant announced his retirement plans to the LifeWay Board

of Trustees.

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10. Following Defendant’s retirement announcement, the Lifeway Board of Trustees

nominated a search committee to identify, select, and hire a successor for the position of Chief

Executive Officer.

11. Defendant agreed to remain employed as CEO of Lifeway until a successor was

retained and was ready to begin work, at which time Defendant would be named Chief Advisory

Officer for the purpose of assisting with the transition of his successor as CEO.

12. On August 18, 2018, Defendant executed a Transition Agreement with LifeWay

which outlines the parties’ agreement related to Defendant’s retirement as CEO and service as

Chief Advisory Officer. A true and correct copy of this Transition Agreement is attached hereto

as Exhibit A.

13. According to Section 3 of the Transition Agreement, “Executive will be on active

employee status in the role of Chief Advisory Officer through October 31, 2020, unless this

Agreement is terminated earlier by either party as provided for herein.” Exhibit A, Transition

Agreement, §3. (emphasis added.)

14. Section 9 of the Transition Agreement prohibits Defendant from having any

association, either directly or indirectly, with any Competitive Business for a period of twelve

months following the termination of Defendant’s employment with LifeWay. Section 9 states, in

relevant part:

Executive will not, for himself or in conjunction with any other person, firm,

partnership, corporation or other form of business organization or arrangement

(whether as a shareholder, partner, member, principal, agent, lender, director,

officer, manager, trustee, representative, employee or consultant), directly or

indirectly, be employed by, provide services to, in any way be connected,

associated or have any interest of any kind in, or give advice or consultation to

any Competitive Business. For purposes herein, “Competitive Business” means

all entities, persons or businesses that are engaged in, or have taken substantial steps

(more than 50% revenue) to engage in, Christian publishing trade and Christian

retail industries, but shall not include minimal stock ownership in publicly traded

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corporations. Competitive Business shall specifically include, but not be limited

to, Harper Collins, Tyndale, and Barnes & Noble.

Exhibit A, Transition Agreement, §9(a) (emphasis added).

15. Defendant agreed in the Transition Agreement that “a violation of this Agreement

will cause irreparable harm to LifeWay and that damages are not an adequate remedy. Executive

agrees therefore, that LifeWay shall be entitled to a permanent injunction, enjoining, prohibiting

and restraining the Executive from the continuance of any such violation and specific

performance.” Exhibit A, Transition Agreement, §13.

16. On April 22, 2019, Defendant executed a Publishing Agreement with B&H

Publishing Group (“B&H”), the publishing division of LifeWay, a true and correct copy of which

is attached hereto as Exhibit B.

17. The Publishing Agreement granted B&H the sole and exclusive right to publish,

exploit, and/or sell, or license the publication and sale of, all or any portion of the work tentatively

titled, The Church Attendance Manifesto. Publishing Agreement, §1(A).

18. On October 28, 2019, the parties terminated the Publishing Agreement by

agreement. A true and correct copy of the parties’ termination letter is attached hereto as Exhibit

C.

19. The termination of the Publishing Agreement did not release Defendant from the

obligations in Section 9 of the Transition Agreement.

20. Tyndale House Publishers (“Tyndale”) is a Christian publishing company founded

in 1962 and headquartered in Carol Stream, Illinois. Tyndale publishes church resources,

including Christian fiction and nonfiction books and Bibles. Tyndale products include the New

Living Translation Bibles and the New York Times best seller series, Left Behind.

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21. On August 3, 2020, Tyndale and Church Answers published a press release (the

“Press Release”) announcing a new ministry partnership dedicated to serving and equipping the

local church with resources to assist the church. The partnership includes creating tools of all

kinds to serve the church and new initiatives in development to supply the church leader with tools

and information. A true and correct copy of the Press Release is attached hereto as Exhibit D.

22. According to the Press Release, in addition to resources and tools, the partnership

between Tyndale and Defendant includes a multi-book, multiyear agreement publishing books

authored by Defendant with accompanying video curriculum, participant’s guides, and other

ancillary products.

23. According to the Press Release, the partnership between Tyndale and Defendant

also includes and will feature a new Church Answers Resource book series edited by Defendant

and co-published by Tyndale and Church Answers.

24. The logo of ChurchAnswers.com reads “Church Answers Featuring Tom Rainer

sponsored by the new living translation[.]” The New Living Translation (“NLT”) is a translation

of the Bible into modern English. The NLT is published by Tyndale.

25. Defendant has published multiple tweets from his Twitter account that link to the

Press Release on Church Answer’s website. One of Defendant’s tweets features a quote contained

in the Press Release from Ron Beers, Tyndale Senior Vice President and Publisher, describing

Tyndale’s relationship with Defendant as follows: “Tyndale is ecstatic about our long-term

partnership with Thom Rainer and Church Answers. Thom is a gifted leader, teacher, and

communicator whose personal mission aligns perfectly with Tyndale’s.” This quote continues:

“[Rainer] is so successful and respected among tens of thousands of churches not only because he

is a thoughtful and talented writer, but also because he knows perhaps better than anyone the needs

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and pulse of the church – its leaders and congregants.” Mr. Beers concludes by stating, “[w]orking

together we have no doubt we will create tools to serve the Church in unique and powerful ways

so that we can all participate more fully in the growth of God’s Kingdom for His glory.”

26. Defendant has published dozens of tweets from his Twitter account with the

hashtag #tyndale. A true and correct copy of several of the tweets are collectively attached hereto

as Exhibit E.

COUNT I – BREACH OF CONTRACT

27. LifeWay incorporates by reference all preceding allegations as if fully set forth

herein.

28. The Transition Agreement is an enforceable contract that Defendant entered

voluntarily.

29. Defendant contractually agreed, in writing, that for a period of twelve (12) months

following the termination of his employment with LifeWay, Defendant would not associate, either

directly or indirectly, with any Competitive Business of LifeWay, expressly including Tyndale.

Exhibit A, Transition Agreement, §9(a).

30. Defendant has formed an extensive commercial relationship with Tyndale, a

Competitive Business specifically identified in the Transition Agreement, which is a direct breach

of Section 9 therein.

31. The confidential information to which Defendant had access in his high-level

executive position at LifeWay will provide Tyndale with a significant competitive advantage, and

it is inevitable that he will disclose to Tyndale confidential information about LifeWay’s products,

processes and services.

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32. LifeWay has been damaged as a result of Defendant’s breach of the non-

competition provision (Section 9) of the Transition Agreement.

33. LifeWay is entitled to specific performance of the Transition Agreement and

requests that the Court enforce Section 9 of the Transition Agreement by restraining and enjoining

Defendant from working with Tyndale or any other Competitive Business in violation of the

Transition Agreement.

COUNT II – INJUNCTIVE RELIEF

34. LifeWay incorporates by reference all preceding allegations as if fully set forth

herein.

35. Defendant’s association with Tyndale is a breach of his obligations under the

Transition Agreement.

36. Defendant’s unlawful conduct will cause LifeWay to suffer immediate and

irreparable harm for which there is no adequate remedy at law.

37. By reason of Defendant’s breach of the Transition Agreement, LifeWay has and

will continue to suffer immediate and irreparable injury in violation of its rights unless this Court

restrains and enjoins Defendant from engaging in activities in violation of the Transition

Agreement. LifeWay has no adequate remedy at law or otherwise to address this injury save in a

court of equity. No previous application for injunctive relief has been refused by any court.

38. As a result, the Court should restrain and enjoin Defendant as follows:

a. Enjoin and restrain Defendant from directly or indirectly being employed by,

providing services to, in any way being connected with, associated with, or having any kind of

interest in, or giving advice or any consultation to any Competitive Business, specifically including

but not limited to Tyndale.

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b. Enter a temporary restraining order and a temporary injunction against Defendant

to maintain the status quo under the Transition Agreement pending final resolution of this matter;

and

c. Grant LifeWay further relief as the Court may deem just, proper, and equitable.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff respectfully requests that process issue and that this Court accept

jurisdiction of this case and, after all due proceedings, issue a judgment in favor of Plaintiff and

against Defendant:

A. Awarding compensatory damages to Plaintiff in an amount to be determined at trial,

including without limitation, Plaintiff’s attorneys’ fees and costs;

B. Finding Defendant liable for all damages awarded to Plaintiff;

C. Awarding such further general, legal, or equitable relief to which Plaintiff is

entitled;

D. Awarding injunctive relief to Plaintiff to cause Defendant to cease violating the

Transition Agreement; and

E. Awarding any other relief that this court deems just or appropriate.

THIS IS PLAINTIFF’S FIRST APPLICATION FOR

EXTRAORDINARY RELIEF IN THIS MATTER

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Respectfully submitted,

/s/ Kenneth A. Weber

Kenneth A. Weber (BPR #015730)

Matthew D. Davison (BPR #020049)

Denmark J. Grant (BPR #036808)

BAKER, DONELSON, BEARMAN,

CALDWELL & BERKOWITZ, P.C.

Baker Donelson Center

211 Commerce Street, Suite 800

Nashville, Tennessee 37201

Telephone: (615) 726-5600

Facsimile: (615) 726-0464

[email protected]

[email protected]

[email protected]

Attorneys for Plaintiff

COST BOND

We acknowledge ourselves as sureties for the costs incidental to the filing of the Verified

Complaint for Injunctive and Other Relief in this matter.

BAKER, DONELSON, BEARMAN,

CALDWELL & BERKOWITZ

By: /s/ Kenneth A. Weber

Attorney

mailto:[email protected]:[email protected]:[email protected]

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CERTIFICATE OF SERVICE

I hereby certify that on September 28, 2020, a copy of Plaintiff’s Verified Complaint for

Injunctive and Other Relief was served by email and U.S. Mail to the following parties:

William L. Harbison

Sherrard Roe Voight & Harbison

150 3rd Ave South

Nashville, Tennessee 37201

(615) 742-4524

[email protected]

Attorneys for Defendant

/s/ Kenneth A. Weber

Kenneth A. Weber

EXHIBIT A

EXHIBIT B

EXHIBIT C

contact info: 615-974-8304 cell

[email protected] October 28, 2019 Dr. Thom S. Rainer 307 Gillette Drive Franklin, TN 37069 Re: The Church Attendance Manifesto

Dear Dr. Rainer:

This letter will serve to document our mutual agreement to terminate the contract between you and B&H Publishing Group dated April 22, 2019 for the manuscript of a work tentatively titled The Church Attendance Manifesto.

B&H retains no rights to the work, and you are free to use the manuscript however you wish. We continue to do well with your other titles and look forward to other authorship from you. Please feel free to contact me at your convenience if I can be of further assistance.

Sincerely,

Devin Maddox Director, Books Ministry Area

EXHIBIT D

EXHIBIT E

9/25/2020 Thom Rainer on Twitter: "Tyndale House Publishers and Church Answers are committed to serving the Church more effectively by combi...

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7 Ways for Pastors to Re-focus on the Great Commission I Church Answers

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41110 Choose God, Be Free @chooseGodbefree . Sep 10Replying to @ThomRainerThe Internet is a great tool for evangelizing.

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Leading Boomers in a Church Revitalization I Church Answers

We continue in our generational series with the Boomer generation, born between

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Williamson County, Clerk & Master · 1. Lifeway is a nonprofit corporation organized under the laws...

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Transcript of Williamson County, Clerk & Master · 1. Lifeway is a nonprofit corporation organized under the laws...