Answer To Amended Complaint

IN
THE CHANCERY COURT OF SHELBY COUNTY, TENNESSEE

FOR THE THIRTIETH JUDICIAL DISTRICT AT MEMPHIS
FIRST TENNESSEE BANK NATIONAL
ASSOCIATION,
)
)
)
Plaintiff,
)
)
v.
)
)
DAMON C. BELL, and PINNACLE FINANCIAL
)
PARTNERS, INC.,
)
)
Defendants.
)
Case No. CH-15-0612

Part II
Jury Demanded

ANSWER TO AMENDED COMPLAINT

Pinnacle Financial Partners, Inc., by its attorneys and in response to the Amended
Complaint filed herein by First Tennessee Bank National Association (FIB), states as follows:
PARTIES
1. Admitted.
2. Admitted.
3. Pinnacle is without knowledge or information sufficient to form a belief as to when
representatives of FTB last accessed its web site. Pinnacle is, as FTB alleges, a valuedriven organization. Pinnacles mission is to be the best financial services firm and the
best place to work in Tennessee. Pinnacle admits that its core values include those
noted by FTB (Integrity and Fairness) but also include Learning, Partnership, Results,
Balance and Discipline. Pinnacle further admits that its goal is to demonstrate its values
in every interaction, which makes Pinnacle such an attractive place to work. Pinnacle
admits that it is currently the second largest bank holding company headquartered in

the State of Tennessee, that its corporate offices are located in Nashville, Tennessee,
that it was founded in 2000, and that as of December 31, 2015, it had accumulated
approximately $8.079 Billion in assets. Pinnacle currently has 44 locations across
Tennessee, including 5 locations in Shelby County.
JURISDICTION AND VENUE
4. Pinnacle admits that T.C.A. 16-11-101 grants this Court all the powers, privileges and
jurisdiction properly and rightfully incident to a court of equity, and does not object to
the subject matter jurisdiction of this Court pursuant to said statute.
5. Inasmuch as Pinnacle conducts business in Shelby County, Pinnacle does not contest
venue pursuant to T.C.A. 20-4-101. Pinnacle denies any implication that any viable
cause of action exists.
6. The allegations of this paragraph are not directed toward Pinnacle, requiring neither
admission nor denial by Pinnacle. To the extent a response is necessary, Pinnacle is
without knowledge or information sufficient to form a belief as to the truth of the
matters alleged in this paragraph.
7. Admitted.
FACTUAL ALLEGATIONS

admission nor denial by Pinnacle.1 To the extent a response is necessary, Pinnacle is

1
The Amended Complaint contains unnumbered, inflammatory and unsubstantiated commentary in bold face
type (e.g., Bells Unfettered Access to First Tennessees Confidential and Proprietary Information) for an
apparent purpose that is not authorized by T.R.C.P. 8.05(1). Inasmuch as none of the unnumbered commentary
contains appropriately pled factual averments, Pinnacle generally denies the accuracy of all of FTBs inappropriate
commentary on the allegations.


22. Pinnacle denies that it conspired with Mr. Bell to raid any group of employees and
denies that Pinnacle intends to do harm to FTB. Pinnacle admits, and has been very
public with respect to its intent, to compete with FTB in the Memphis market as it has
successfully competed with FTB in other markets, but denies FTBs contention that fair
competition is either actionable or must be intended to do harm.
23. To the extent FTB has misstated the comments attributable to Pinnacle in the article
attached as Exhibit E, Pinnacle denies these allegations. Pinnacle admits that it
recognized Memphis as a market that would welcome its approach to service, its values
and its employment culture.
24. The referenced article speaks for itself. Pinnacle has made clear its intention to serve
Tennessees major urban markets, including the Memphis market. Pinnacle denies any
implication that its competitive spirit gives rise to any cause of action alleged in this
Amended Complaint and avers that this action is merely FTBs effort to squelch any

meaningful competition in a market that it believes it dominates.
25. The referenced article speaks for itself. Pinnacle denies any implication that its
employment of Mr. Bell or any of the other former FTB employees who left to join
Pinnacle was anything other than fully lawful.
26. Pinnacle admits that it announced its merger with Magna Bank and the employment of
Mr. Bell and other former FTB employees after Mr. Bell resigned his employment from
FTB.
27. Pinnacle admits that FTB has attached a copy of a Business Wire article, published April
28, 2015, as Exhibit F.
28. Pinnacle denies any implication that accelerating its market entry was anything other
than fully lawful.
29. Pinnacle admits that prior to Mr. Bells resignation, he had approached Pinnacle seeking
an opportunity to leave FTB and that for a few weeks prior to Mr. Bells resignation, he
and Pinnacle discussed offering employment opportunities to other FTB employees who
were either equally disillusioned by the environment of toxicity and favoritism created
by FTBs current leadership or whose positions or group had already been disbanded by
FTBs current leadership prior to their resignations. Pinnacle denies that the discussions
had taken place for at least a month and affirmatively avers that the working
environment at FTB had reached such a toxic level that most of the individuals
referenced in this paragraph resigned only a few days to a few weeks after learning that
Pinnacle was moving to Memphis.
30. Pinnacle admits that Mr. Bell first initiated any contact with Pinnacle regarding job

opportunities at Pinnacle, but denies that contact occurred on March 20, 2015.
31. Pinnacle admits that Mr. Bell had dinner with Mr. Turner and Mr. Queener in
Germantown, Tennessee, but the dinner occurred on March 31, 2015.
32. Pinnacle admits that Mr. Turner discussed Pinnacles general strategies for entering the
Memphis market, which had already been widely publicized, and that Mr. Turner and
Mr. Bell discussed generally the fact that several FTB employees wanted to leave FTB
due to its toxic environment. Any implications inconsistent with the foregoing are
denied.
33. Pinnacle admits that Mr. Turner and Mr. Bell discussed whether FTB employees may be
interested in opportunities with Pinnacle and that Mr. Bell was already aware of several
FTB employees who, because of mistreatment and favoritism within FTB, were either
already considering, or would likely be interested in leaving FTB.
34. Pinnacle admits that Mr. Bell and Mr. Turner discussed certain FTB employees who Mr.
Bell believed would be interested in employment at Pinnacle. Pinnacle denies that
targets were identified in this discussion. Pinnacle admits that, among others,
Herman Strickland was discussed but denies that either Mr. Bell or Pinnacle believed
Mr. Strickland would leave FTB because of his devotion to the Diversity Banking Group
he had helped create. Pinnacle admits that other individuals identified in this paragraph
were identified by Mr. Bell as being potentially interested in employment due to their
dissatisfaction with FTB.
35. Pinnacle admits that Mr. Bell and Mr. Turner had telephone conversations at times
following their meeting, but denies that any authority to bind Pinnacle was delegated to

Mr. Bell prior to his employment by Pinnacle.

without knowledge or information sufficient to form a belief as to discussions between
Patronis and Mr. Bell that apparently occurred with respect to leaving FTB before
Pinnacle and Mr. Bell had ever communicated.

10

without knowledge or information sufficient to form a belief as to whether Mr. Bell and
his wife were still considering their decision on April 6, 2015. Pinnacle is without
knowledge or information sufficient to form a belief as to the truth of the remaining
11

58. Pinnacle admits that prior to his employment, Mr. Bell met with Mr. Turner, Mr.
McCabe, Ms. Harris, and Mr. White, but denies that the alleged meeting took place April
10, 2015 and also denies that Mr. Whites title is correctly alleged. The allegation that
Mr. Bell and Mr. Turner discussed specifics is too vague and ambiguous to be either
admitted or denied.
59. Pinnacle denies that a meeting took place on April 10, 2015. Pinnacle admits that
following Mr. Bells meeting in Nashville, he was extended an offer of future
employment, but denies that a final offer was made on the spot, and further denies
that Bell immediately accepted the offer of employment.
60. Pinnacle was not a party to this action when Mr. Bell was deposed and therefore can
neither admit nor deny the content of his deposition. Pinnacle admits that the offers
extended by Pinnacle were transmitted to the intended recipients by Mr. Bell, but
denies any implication that Mr. Bell made any decision as to who would receive offers
or the terms of those offers.
61. The phrase in the same vein, is vague and ambiguous and can be neither admitted nor
denied. Pinnacle denies that Bell was given the authority to offer compensation
packages, as that authority rested with Pinnacle. Pinnacle admits that the
compensation of various potential hires was discussed with Bell, but denies any
12

implication that such discussions included any confidential information.
62. Pinnacle admits that it made offers of employment to certain FTB employees, but denies
that the offers were attractive because of, or were based on any confidential knowledge
of Bell. Rather, the compensation packages were attractive because of the manner in
which current FTB leadership had chosen to treat its employees. Pinnacle further denies
that the compensation of any of the subject FTB employees was or could be confidential
under federal law.
63. Pinnacle admits that Bell forwarded the offer letters prepared by Pinnacle to the subject
FTB employees, but denies any implication that in so doing, Bell violated any law or duty
to FTB.
65. Pinnacle admits that Mr. Strickland accepted an offer of employment from Pinnacle
after FTB, under the direction of David Popwell, began disbanding its Diversity Banking
Group which Mr. Strickland had created in 2007 before Mr. Popwells arrival, after all of
the employees in the Diversity Banking group were notified that they were either being
reassigned or terminated, and after Mr. Strickland was forced to accept a position that
was essentially a demotion. Pinnacle denies that Mr. Strickland defected. FTB forced
out one of its few African American executives to redirect its strategy in such a
manner as to direct the business of those minority customers to other groups managed
13

and staffed by the former SunTrust employees FTB had recruited since the arrival of
David Popwell.
67. Pinnacle admits that Ms. Richards accepted an offer of employment from Pinnacle but
denies that she defected. Rather, she accepted employment at Pinnacle to join a
more healthy corporate culture. For some time prior to being offered employment by
Pinnacle, Ms. Richards had been compensated substantially less than much lowerperforming employees of FTB who had been recruited from SunTrust after David
Popwells arrival. Additionally, in February 2013, one of the executives recruited by
Popwell verbally and physically assaulted a client of Ms. Richards while the client and
client family members, Ms. Richard, the executive, and other witnesses were in the FTB
suite at FedEx Forum. Despite the executives deplorable conduct, not only was he not
disciplined, he was later promoted by Popwell, which also formed the basis for Ms.
Richards decision to leave FTB.
68. To the extent the allegations of this paragraph are not directed toward Pinnacle, they
require neither admission nor denial by Pinnacle. Pinnacle denies that Wredling was
never directly contacted by anyone at Pinnacle. Pinnacle is without knowledge or
information sufficient to form a belief as to the truth of the remaining matters alleged in
this paragraph.
14

admission nor denial by Pinnacle. To the extent a response is necessary, while goals for
the Memphis market may have been discussed, Pinnacle denies that it required Mr. Bell
to bring in $100 million in loans by the end of 2015. Pinnacle is without knowledge or
information sufficient to form a belief as to the truth of the remaining matters alleged in
this paragraph.
72. Pinnacle admits that during a visit to Memphis, Mr. Turner and Mr. McCabe met with
Mr. Bell and other FTB employees at Mr. Bells house after normal working hours.
Pinnacle denies that the meeting occurred the week of April 20, 2015. Pinnacle admits
that each former FTB employee present at the meeting had previously been extended
an offer of employment by Pinnacle. Pinnacle further avers that, by the time of the
meeting, most if not all of the former FTB employees at the meeting had already
tendered their resignations to FTB or had been notified by FTB that their position was
being eliminated.
15

73. Pinnacle is without knowledge or information sufficient to form a belief as to the truth
of the matters alleged in this paragraph. To the extent a response is necessary, Pinnacle
is without knowledge or information sufficient to form a belief as to the truth of the
74. Pinnacle is without knowledge or information sufficient to form a belief as to the truth
of the matters alleged in this paragraph. To the extent a response is necessary, Pinnacle
75. Pinnacle admits that Mr. Bell contacted Mr. Turner when he became concerned that
FTB was aware of his intended departure. Pinnacle admits that when Mr. Bell contacted
Mr. Turner regarding the possibility of accelerating the departures from FTB, Mr. Turner
pointed out that leaving individually could be difficult, but Mr. Turners direction was
that the group should do what they thought was right. The remaining allegations of this
paragraph are not directed toward Pinnacle, requiring neither admission nor denial by
Pinnacle. To the extent a response to those remaining allegations is necessary, Pinnacle
16

78. Pinnacle admits that it has employed those individuals listed in the second sentence of
this paragraph. Pinnacle denies that any of the subject employees defected. Rather,
FTBs current leadership created such a toxic working environment, replete with
favoritism, bias and intimidation, that the responsibility for the employees leaving is
that of FTBs leadership. To the extent FTB contends that Nicole Pickens accepting
employment with Pinnacle after her position with the Diversity Banking Group was
eliminated by FTB is a defection, Pinnacle denies this allegation.
79. Denied. The fact that Mr. Bell received a significant increase from his total
compensation at FTB was the result of the fact he was being treated unfairly and was
grossly undercompensated by FTB in favor of those former SunTrust employees who
had been recruited by current FTB leadership. All employees of Pinnacle receive stock in
the Company as a reflection of Pinnacles commitment to its employees. The ability to
participate in and contribute to Pinnacles success is often a differentiator between
employment at Pinnacle and employment with other institutions, including FTB.
80. Pinnacle denies FTBs assertion that any at-will employee who has been mistreated,
underpaid, whose Group is being disbanded, or whose position is being eliminated can
defect from such a toxic environment. Pinnacle denies any unlawful competition. The
willingness and readiness of FTB employees to leave FTB within only a few weeks of
being contacted merely reflects the toxic environment created by FTB leadership.
17

Pinnacle admits that the portions of its April 29, 2015 presentation are accurate.
81. Pinnacle admits that Mr. Turners remarks are attached to the Amended Complaint as
Exhibit J and that his remarks are truthful and accurate. Pinnacle denies any implication
that the actions described are in any way unlawful or constitute anything other than fair
competition for employees who FTB has, for the past several years, chosen to mistreat.
82. Denied.
84. Pinnacle admits that Mr. Bell and the other former FTB employees who accepted
employment with Pinnacle are valuable members in the community and that FTB now
regrets their departure. However, Pinnacle denies that any harm alleged by FTB was
caused by Pinnacle or Mr. Bell. Rather, any alleged harm was brought upon FTB by its
current leadership, their mistreatment and intimidation of employees and the decision
of FTB to disband the Diversity Banking Group in favor of an initiative that will direct
minority business to those employees favored by Popwell and FTB leadership.
Count I
18

19

Count II
20


21

Count III
22

Count IV
110. Pinnacle incorporates herein by reference its responses to the allegations contained in
Paragraphs 1 through 109 of the Amended Complaint.
111. Denied.
112. Denied.
113. Denied.
114. Denied.
115. Denied.
Count V
23

117. Denied.
118. Pinnacle denies that Mr. Bell breached any fiduciary duty to FTB. Pinnacle further
denies that Mr. Bells conduct was inappropriate, unethical, or unlawful.
119. Denied.
120. Denied.
121. Denied.
122. Denied.
Count VI
124. Denied.
125. Denied.
126. Denied.
127. Denied.
128. Denied.
129. Denied.
130. Denied.
131. Denied.

AFRFIRMATIVE DEFENSES
1. FTBs Amended Complaint and each purported cause of action therein fail to state facts
sufficient to constitute a cause of action against Pinnacle.
24

2. FTBs Amended Complaint and each purported cause of action therein are barred by the
doctrine of unclean hands. Since 2008, FTB has engaged, on multiple occasions, in the
same or similar efforts to recruit groups of employees from competitor financial
institutions. For example:
a. After First Horizon National Corporation lured David Popwell from SunTrust Bank
to run FTBs Memphis operations, FTB has systematically and repetitively raided
various SunTrust employees and teams of employees.
b. In July, 2010, FTB lured a team of business bankers from SunTrust Bank.
Nashville Post, July 27, 2010.
c. In September, 2015, FTB hired a team of two treasury management
professionals from SunTrust Bank. Nashville Post, September 15, 2015.
3. FTBs Amended Complaint and each purported cause of action therein are barred
because the Amended Complaint is brought in bad faith, with the intention of
interfering with lawful competition, and for the purpose of intimidating employees
currently employed by FTB who would otherwise desire to leave their employment.
a. Since the arrival of FTBs current senior leadership in 2007, numerous officers
and managers have left FTB to work for other financial institutions, both
individually and in groups.
b. FTB has not consistently filed suit against all such former employees who have
left FTB to work for another financial institution.
c. FTB has filed suit only when FTB feared competition from the financial institution
employing their former employees.
25

d. Because FTB does not have enforceable contractual restrictions on their
employees working for competitors or soliciting former customers, FTB uses
litigation such as this action to intimidate employees from leaving FTB for better
opportunities.
e. FTB filed this suit knowing that one of the employees in issue, Nicole Pickens,
was notified that her position was being eliminated by FTB.
4. FTBs Amended Complaint and each purported cause of action therein are barred
because the losses or harms alleged by Plaintiff, if any, resulted from its own acts rather
than any act of Pinnacle.
a. Herman Strickland, Sam King and Joy Bowen resigned their employment from
FTB because of the gradual degradation of FTBs Diversity Banking Group,
culminating in David Popwells decision to disband the Group in 2015.
i. In 2007, Herman Strickland, a highly-respected Memphis banker, along
with Charles Burkett, created FTBs Diversity Banking Group. The group
was touted by FTB as evidence of its commitment to serve an
underserved segment of the Memphis market.
ii. Upon Horizons employment of David Popwell, he became the direct
supervisor of Mr. Strickland. It soon became apparent that Mr. Popwell
was not as supportive of the Diversity Banking Group or its mission as his
predecessor.
iii. After Mr. Popwells arrival, he reassigned Mr. Stricklands direct reporting
relationship approximately 5 times.
26

iv. Under Mr. Popwells supervision, the Diversity Banking Teams staff was
steadily reduced.
v. In 2012, Ms. Bowen, recognizing the downgrading of the Group, realized
to remain an employee, she would have to transfer to another
department. FTBs lack of true commitment to diversity was reflected in
the question she received from a FTB manager asking why customers
wouldnt want a normal banker instead of a Diversity Banker.
vi. Mr. King, who was originally dedicated to the Diversity Banking Team,
was reassigned to support both the Business Banking Team that Mr.
Popwell had recruited from SunTrust as well as the Diversity Banking
Group, leaving the Diversity Banking Group with less full-time support.
vii. Mr. Popwell subsequently directed that all credit approval of the
Diversity Banking Group must be run through another of his favored hires
from SunTrust, which further limited the effectiveness of the Diversity
Banking Group and slowed the credit approval process for customers of
the Diversity Banking Group.
viii. The decisions to understaff and restrict the authority of the Diversity
Banking Group were part of the overall strategy to redirect all profitable
business to other groups more favored by FTBs senior leadership. This
strategy also adversely affected FTBs direct services to the minority
community.
ix. In late 2014, Mr. Strickland was asked to consider a Credit Officer
27

position and, despite being employed by the bank for nearly 34 years,
was required to interview multiple times for the position. In January
2015, Mr. Strickland was told he would not get the Credit Officer position
because the Diversity Banking Group was ostensibly too important to be
disbanded. Mr. Strickland learned that the Credit Officer position had
been given to a former SunTrust employee recruited by FTB leadership.
x. Soon thereafter, however, FTB eliminated the position of the
Relationship Manager for the Diversity Banking Group, leaving only Mr.
Strickland and his Administrative Assistant, Nicole Pickens, as the last
remaining members of what FTB continued to represent was its
commitment to the minority community.
xi. On April 15, 2015, Mr. Strickland was informed by Steve Hawkins and
Richard Schafer that the Diversity Banking Group was being disbanded
and that Nicole Pickens job was being eliminated. Mr. Strickland was told
he would continue to handle all diversity banking relationships, but
would be reporting to Bo Allen another former SunTrust recruit. This
move would have resulted in a change in Mr. Stricklands incentive plan,
his removal from FTBs leadership team, and require him to return to
work in the department that he once managed. Mr. Strickland tried to
convince both men of the critical importance of the Diversity Banking
Group to both FTB and the minority community Mr. Strickland had served
his entire career, but his efforts were of no avail. Rather, Mr. Shafer
28

expressed his belief that Mr. Stricklands managerial experience would be
helpful to Mr. Allen.
xii. Prior to April 15, 2015, Mr. Strickland was willing to remain at FTB to
fulfill the commitment he had made to his community when he first
began the Diversity Banking Group, but he was not given that
opportunity.
b. As part of FTBs disbanding of the Diversity Banking Group, Nicole Pickens had
already been notified that her position was being eliminated by FTB.
c. Stacey Richards resigned her employment because, since the arrival of FTBs
current senior leadership, she had been paid substantially less than lowerproducing male co-workers and because she no longer desired to endure the
arrogance and favoritism exhibited by FTBs senior leadership.
i. Ms. Richards first recognized the arrogance of FTBs senior leadership
when, on February 5, 2008, despite warnings of severe weather, she,
along with other members of the Private Banking Team, were required to
attend a meeting with David Popwell. When the risk of severe weather
was mentioned in the meeting, Mr. Popwell responded that tornados
dont hit people like us.
ii. Ms. Richards was subsequently instructed by Mr. Popwell and Mr.
Hopkins that all of her referrals must go through a male employee of FTB
who they had recruited from SunTrust to FTB.
iii. In 2014, Ms. Richards learned that male co-workers who were lesser
29

performers were being compensated at a substantially higher rate than
her compensation.
iv. As a result of the foregoing, Ms. Richards had been looking for
opportunities to leave FTB before she received her offer from Pinnacle.
d. Robert Sutton resigned his employment from FTB because of what he observed
as favoritism shown former SunTrust employees by FTBs senior management,
his concern for his future in the Private Banking Group at FTB, and the
opportunity he saw with Pinnacle.

WHEREFORE, HAVING FULLY RESPONDED, Pinnacle prays:
1. that this action be dismissed in its entirety, with prejudice to the refiling of the
same;
2. that Pinnacle be awarded its costs and reasonable attorneys fees because this
action was brought in bad faith and for an illegal purpose; and
3. for such other relief as this Court deems just and appropriate.

Respectfully submitted,
/s/ C. Eric Stevens

C. Eric Stevens, Bar No. 010632
estevens@littler.com
LITTLER MENDELSON, P.C.
333 Commerce Street
Suite 1450
Nashville, TN 37201
Telephone: 615.383.3033
30
Facsimile: 615.383.3323
Attorneys for Defendant
Pinnacle Financial Partners, Inc.

31

CERTIFICATE OF SERVICE

I hereby certify that a true and correct copy of the foregoing has been properly served
via e-mail and U.S. Mail, postage prepaid on this the 21st day of March, 2016:

Jef Feibelman
Lisa A. Krupicka
Gary Scott Peeples
Burch, Porter & Johnson, PLLC
130 North Court Avenue
Memphis, TN 38103
jfeibelman@bpjlaw.com
lkrupicka@bpjlaw.com
gpeebles@bpjlaw.com

Attorneys for Plaintiff
First Tennessee

Louis P. Britt
Frank L. Day, Jr.
Ford & Harrison LLP
1715 Aaron Brenner Drive, Suite 200
Memphis, Tennessee 38120
lbritt@fordharrison.com
fday@fordharrison.com

Attorneys for Defendant

Damon Bell

_________________________________________
C. Eric Stevens
32

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IN

THE CHANCERY COURT OF SHELBY COUNTY, TENNESSEE

Case No. CH-15-0612

/s/ C. Eric Stevens

Attorneys for Defendant

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