Brian Coblentz v. Tractor Supply Company

12/22/2025

IN THE SUPREME COURT OF TENNESSEE

AT NASHVILLE

February 12, 2025 Session

BRIAN COBLENTZ ET AL. v. TRACTOR SUPPLY COMPANY

Appeal by Permission from the Court of Appeals

Circuit Court for Lincoln County

No. 2013-CV-85 M. Wyatt Burk, Judge

___________________________________

No. M2023-00249-SC-R11-CV

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In this appeal, we consider whether a retail store purchaser of products can be a

“statutory employer” of the product vendor’s injured employee under Tennessee’s

workers’ compensation statutes, potentially secondarily liable for the employee’s workers’

compensation benefits, and also protected under the exclusive remedy provision.

Resolving this issue requires us to answer a threshold question: whether the term

“subcontractor” in Tennessee Code Annotated section 50-6-113(a) includes a product

vendor who engages in only the sale and ancillary delivery of merchandise. We hold that

it does not. We hold that the term “subcontractor” in section 50-6-113(a) refers to a person

or entity that performs labor or services for another; section 50-6-113(a) does not apply to

a pure vendor-vendee relationship. To determine whether a vendor-vendee arrangement

that includes services beyond the sale and ancillary delivery of merchandise is governed

by section 50-6-113(a), we adopt a version of the “predominant purpose” test often utilized

in connection with the Uniform Commercial Code to ascertain whether a contract is

predominantly for the sale of goods or services. In this case, there was an arrangement

between a product vendor and the defendant retail store that required the vendor’s sales

employee to perform services other than ancillary delivery of purchased merchandise.

Applying the predominant purpose test, we hold that the predominant purpose of the

arrangement was for the product vendor to sell merchandise to the retail store. Any

additional services rendered were incidental to the vendor’s sale of merchandise to the

retail store. Accordingly, the relationship between the plaintiff’s employer and the

defendant retail store was one of vendor-vendee, not principal-subcontractor, and is outside

the ambit of section 50-6-113(a). For that reason, the defendant retail store is not the

plaintiff’s statutory employer for purposes of section 50-6-113(a) and is not shielded from

the plaintiff’s injury claims by the exclusive remedy provision of the workers’

compensation statutes. Accordingly, we reverse the Court of Appeals’ judgment and

remand the case to the Court of Appeals for further proceedings not inconsistent with this

Opinion.

Tenn. R. App. P. 11 Appeal by Permission; Judgment of the Court of Appeals

Reversed; Remanded to the Court of Appeals

HOLLY KIRBY, J., delivered the opinion of the Court, in which JEFFREY S. BIVINS, C.J. and

SARAH K. CAMPBELL, DWIGHT E. TARWATER and MARY L. WAGNER, JJ., joined.

Richard L. Colbert, Morgan J. Hartgrove, William B. Hicky, and Sarah M. Ingalls,

Nashville, Tennessee, for the appellants, Brian Coblentz, and Cayce Coblentz.

Marshall T. Cook, and R. Colten Jones, Hendersonville, Tennessee, for the appellee,

Tractor Supply Company.

W. Bryan Smith, Memphis, Tennessee, and Brian G. Brooks, Greenbrier, Arkansas, for the

amicus curiae, Tennessee Trial Lawyers Association.

OPINION

FACTUAL AND PROCEDURAL HISTORY

In 2012, Plaintiff Brian Coblentz was employed as an outside sales representative

for Stanley National Hardware (“Stanley National”). Stanley National supplies hardware

to various businesses across the country. Mr. Coblentz’s job required him to visit

numerous hardware stores that sold Stanley National products, including stores owned by

Defendant Tractor Supply Company (“Tractor Supply”).

In the course of his duties, Mr. Coblentz visited every Tractor Supply store in his

sales region about once every four to six weeks. Mr. Coblentz described his responsibilities

as “service and inventory control.” He did not bring Stanley National products to the

stores, but he checked inventory levels and placed orders for Stanley National items that

were either low or sold out. The stores had dedicated in-store display bins for Stanley

National products; Mr. Coblentz made sure the products were in the correct place in the

display bins, removed trash, and inspected and tended to the appearance of the displays.

On August 29, 2012, Mr. Coblentz visited a Tractor Supply store in Fayetteville,

Tennessee. The Stanley National display in the store included barn doors on tracks. While

Mr. Coblentz was there, one or more of the barn door tracks fell from the display and struck

him on the head. Mr. Coblentz sustained significant injuries. Stanley National paid Mr.

Coblentz workers’ compensation benefits for his injuries.

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About a year later, Mr. Coblentz and his wife (“Plaintiffs”) filed this lawsuit against

Tractor Supply in the circuit court for Lincoln County, Tennessee. The complaint alleged

that Tractor Supply negligently created an “unreasonably dangerous and unsafe condition

by failing to either properly install and/or maintain its display rack as well as properly stock

its merchandise.” The complaint also alleged Tractor Supply failed to warn Mr. Coblentz

that the tracks could tip over, and that Tractor Supply’s employees failed to inspect the area

where Mr. Coblentz was injured.

In its answer, Tractor Supply included several affirmative defenses. Tractor Supply

noted that Mr. Coblentz was acting within the course and scope of his employment at the

time of his injury and his immediate employer, Stanley National, had already paid him

workers’ compensation benefits. Relevant here, Tractor Supply claimed that it was

shielded from Mr. Coblentz’s claims under the exclusive remedy provision in Tennessee’s

workers’ compensation statutes because it was Mr. Coblentz’s “statutory employer” under

Tennessee Code Annotated section 50-6-113(a).

Because Tractor Supply claimed the protection of the workers’ compensation

exclusive remedy provision, the case was paused for several years while the parties waited

for Mr. Coblentz to reach maximum medical improvement. Some discovery, including

depositions, proceeded. In May 2022, based on information learned during the depositions,

the Plaintiffs filed an amended complaint. The amended complaint included the same

allegations as the original complaint, but based on the depositions, it added allegations that

Tractor Supply’s actions were wanton, willful, or reckless.

In October 2022, Tractor Supply filed a motion for summary judgment. The motion

argued that Tractor Supply was entitled to judgment as a matter of law for two reasons: (1)

the exclusive remedy provision in Tennessee’s Workers’ Compensation Law barred

Plaintiffs’ tort claim, and (2) irrespective of workers’ compensation protection, Plaintiffs

failed to establish a prima facie negligence case.

In opposition to the summary judgment motion, the Plaintiffs argued Tractor Supply

did not exercise a “sufficient degree of control” over Mr. Coblentz’s actions for Tractor

Supply to be categorized as his statutory employer. They also argued summary judgment

was inappropriate because the Plaintiffs had produced sufficient evidence to support their

negligence claim. The trial court held a hearing the following month.

On January 26, 2023, the trial court granted Tractor Supply’s summary judgment

motion. Relying on the tests this Court articulated in Lindsey v. Trinity Communications,

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Inc., 275 S.W.3d 411, 421 (Tenn. 2009),1 it reasoned that the type of work Mr. Coblentz

engaged in at Tractor Supply stores, such as “inspecting the [Stanley National] displays,

making sure displays were properly stocked . . . , and keeping them organized and clean,”

was part of Tractor Supply’s regular business and the type of work its employees usually

performed. On that basis, the trial court held Tractor Supply was “a principal

contractor/statutory employer and [Mr. Coblentz] was a subcontractor/statutory employee

within the meaning of Tenn. Code Ann. § 50-6-113.” In the alternative, the trial court held

that the Plaintiffs’ claim failed because they did not produce sufficient evidence for a

reasonable juror to find Tractor Supply negligent.

The Plaintiffs appealed. A majority of the Court of Appeals panel affirmed.2 See

Coblentz v. Tractor Supply Co., No. M2023-00249-COA-R3-CV, 2024 WL 1828677, at

*7–8 (Tenn. Ct. App. Apr. 26, 2024), perm. app. granted, (Tenn. Sept. 12, 2024). Like the

trial court, the majority applied the Lindsey tests and concluded that Tractor Supply was

Mr. Coblentz’s statutory employer:

At least part of the work performed by Mr. Coblentz—including inspecting

the displays, making sure they were properly stocked, and keeping the area

organized and clean—was the same type of work performed by Tractor

Supply’s employees with respect to other merchandise and displays in the

store, and sometimes with respect to Stanley National’s products. Based

upon the undisputed facts, we cannot agree that Tractor Supply lacked the

capacity to perform many of the tasks done by Mr. Coblentz.

As to the third factor, whether the work is inherent or necessary in the

carrying on of the business, Plaintiffs argue that drafting purchase orders for

Stanley National products and putting orders into the Stanley National

1

In Lindsey, this Court stated:

Generally, a company is considered a principal contractor if: (1) the company undertakes

work for an entity other than itself; (2) the company retains the right of control over the

conduct of the work and the subcontractor’s employees; or (3) the work being performed

by a subcontractor’s employees is part of the regular business of the company or is the

same type of work usually performed by the company’s employees.

275 S.W.3d at 421 (internal quotation marks omitted) (first quoting Murray v. Goodyear Tire & Rubber

Co., 46 S.W.3d 171, 176 (Tenn. 2001); then citing Stratton v. United Inter-Mountain Tel. Co., 695 S.W.2d

947, 951–52 (Tenn. 1985)).

2

Judges Bennett and Clement, Jr. formed the majority; Judge Usman dissented. Coblentz v. Tractor

Supply Co., No. M2023-00249-COA-R3-CV, 2024 WL 1828677 (Tenn. Ct. App. Apr. 26, 2024), perm.

app. granted, (Tenn. Sept. 12, 2024)

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system is not an inherent and necessary part of Tractor Supply’s business.

We again reject Plaintiffs’ narrow definition of the work at issue here. The

tasks provided by Mr. Coblentz, including ordering products and servicing

the product displays, are vital to a retail hardware business; otherwise, there

are no products on the shelves to sell.

Id. at *7. The majority determined that the holding that Tractor Supply was Mr. Coblentz’s

statutory employer pretermitted other issues, so it did not address the trial court’s

alternative basis for granting the summary judgment motion. Id. at *7.

Judge Jeffrey Usman dissented. The dissent described the relationship between

Stanley National and Tractor Supply as “vendor-vendee.” Id. at *8 (Usman, J., dissenting).

The existing test applied by the majority, the dissent asserted, was not the appropriate

framework to determine whether a vendor-vendee relationship falls within the scope of

Tennessee’s Workers’ Compensation Law:

[B]ack stage before one arrives at the primary test for determining

subcontractor status, there is, under workers’ compensation law in general, a

presupposition being made that the purported subcontractor is not a vendor.

In this case, the parties agree, however, that is precisely what Stanley

National is in relation to Tractor Supply – a product vendor.

Id. at *8 (referencing 10 Larson’s Workers’ Compensation Law § 111.04[d]). The dissent

also observed that “subcontracting is for the performance of work,” which “pose[s]

challenges to treating a vendor of goods to a retailer as a subcontractor.” Id. at *14. It

expressed “concern[] that the statutory measures of Tennessee’s Workers’ Compensation

Law [were] being stretched too far.” Id. at *16.

The Plaintiffs sought permission to appeal to this Court. The Plaintiffs argue that

the lower courts failed to consider the vendor-vendee relationship between Stanley

National and Tractor Supply and erred in holding that Tractor Supply was Mr. Coblentz’s

statutory employer under Tennessee Code Annotated section 50-6-113.3 We granted

permission to appeal.

3

Plaintiffs’ Rule 11 application stated the issues as:

I. Whether the Court of Appeals erred in affirming the trial court’s grant of Summary

Judgment to Defendant/Appellee Tractor Supply Company and holding that

Tractor Supply is Plaintiff/Appellant’s statutory employer for purposes of

Tennessee Workers’ Compensation Law.

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STANDARD OF REVIEW

This appeal stems from the trial court’s grant of a summary judgment motion.

Because resolving a “motion for summary judgment is a matter of law, we review the trial

court’s judgment de novo with no presumption of correctness.” Martin v. Norfolk S. Ry.

Co., 271 S.W.3d 76, 84 (Tenn. 2008) (citing Blair v. W. Town Mall, 130 S.W.2d 761, 763

(Tenn. 2004)); Gardner v. Saint Thomas Midtown Hosp., 674 S.W.3d 834, 842 (Tenn.

2023) (citing Lemon v. Williamson Cnty. Schs., 618 S.W.2d 1, 12 (Tenn. 2021)). A motion

for summary judgment should be granted if “there is no genuine issue as to any material

fact and . . . the moving party is entitled to a judgment as a matter of law.” Tenn. R. Civ.

P. 56.04.

Here, the issue is whether the parties’ dispute is governed by tort law or workers’

compensation law. Its resolution requires us to interpret the pertinent statutes. Issues of

statutory interpretation are questions of law, reviewed on appeal de novo with no

presumption of correctness. Falls v. Goins, 673 S.W.3d 173, 179 (Tenn. 2023) (first citing

Steward v. State, 33 S.W.3d 785, 791 (Tenn. 2000); then citing Johnson v. Hopkins, 432

S.W.3d 840, 844 (Tenn. 2013)).

ANALYSIS

The question in this appeal is whether the Plaintiffs’ premises liability claim against

Defendant Tractor Supply is precluded by the exclusive remedy provision of Tennessee’s

Workers’ Compensation Law. See Tenn. Code Ann. § 50-6-113(a) (2012).4 As explained

more fully below, that question turns on whether Mr. Coblentz’s employer, Stanley

National, was a “subcontractor” of Tractor Supply as that term is used in Tennessee Code

Annotated section 50-6-113(a), and consequently whether Tractor Supply may be deemed

Mr. Coblentz’s so-called “statutory employer” under the workers’ compensation law. See

Murray v. Goodyear Tire & Rubber Co., 46 S.W.3d 171, 175 (Tenn. 2001).

II. Whether the Court of Appeals erred in failing to consider the vendor-vendee

relationship between Plaintiff/Appellant’s employer and Tractor Supply in its

holding that Tractor Supply is Plaintiff/Appellant’s statutory employer.

4

Because the injury to Mr. Coblenz occurred prior to July 1, 2014, the “old” workers’ compensation

statutes apply. See Tenn. Code Ann. §§ 50-6-101 to -921 (2012); Worrell v. Obion Cnty. Sch. Dist., 694

S.W.3d 158, 164–65 (Tenn. Workers Comp. Panel 2024) (discussing differences after amendment of

workers’ compensation statutes); Peace v. Easy Trucking Co., 38 S.W.3d 526, 528 (Tenn. 2001) (discussing

construction under pre-2014 statutes).

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A brief overview of Tennessee’s workers’ compensation statutes is helpful to our

analysis.

Tennessee’s workers’ compensation laws “were conceived as a means of providing

prompt, dignified, and certain financial relief for workers who suffered employment-

related injuries or diseases.” Joseph H. King, Jr., The Exclusiveness of an Employee’s

Workers’ Compensation Remedy Against His Employer, 55 Tenn. L. Rev. 405, 406 (1988)

(footnote omitted). An employee’s right to benefits depends “on the relationship of the

injury to the victim’s work,” irrespective of whether the employer was at fault for the

injury. Id. See Tenn. Code Ann. § 50-6-103 (“Every employer and employee subject to

this chapter, shall, respectively, pay and accept compensation for personal injury or death

by accident arising primarily out of and in the course and scope of employment without

regard to fault as a cause of the injury or death[.]”); Woods v. Harry B. Woods Plumbing

Co., Inc., 967 S.W.2d 768, 772 (Tenn. 1998) (workers’ compensation statutes “afford

workers compensation for job-related injuries regardless of fault”). For workers’

compensation claims, there is a “mutual renunciation of common law rights and defenses.”

Id. (citing Tenn. Code Ann. § 50-6-108). The workers’ compensation statutes constitute

“a complete substitute for previous remedies in tort on the part of an employee, and

protect[] the employee in literally hundreds of ways whereby an employee and his family

can get a scheduled amount for various and sundry injuries to feed and care for him while

the employee is ailing from these injuries.” Liberty Mut. Ins. Co. v. Stevenson, 368 S.W.2d

760, 762 (Tenn. 1963).

As part of the grand policy bargain, the “benefits and rights the employee gets under

the [Workers’ Compensation] Act are exclusive.” Id. See id. (“When one accepts benefits

under an Act of this kind they must likewise take the burdens.”); Stratton v. United Inter-

Mountain Tel. Co., 695 S.W.2d 947, 954 (Tenn. 1985) (“The worker’s compensation law

is a comprehensive scheme that reflects a compromise between the interests of employers

and employees.”). In other words, “an employee’s right to workers’ compensation is

usually the exclusive remedy against the employer.” King, supra, at 407. See Tenn. Code

Ann. § 50-6-108(a) (“The rights and remedies granted to an employee subject to this

chapter, on account of personal injury or death by accident, including a minor whether

lawfully or unlawfully employed, shall exclude all other rights and remedies of the

employee[.]”). This is known as the “exclusive remedy” provision of the statute. Campbell

v. Dick Broad. Co. of Tenn., 883 S.W.2d 604, 605 (Tenn. 1994) (citing Tenn. Code Ann.

§ 50-6-108).

Even with the exclusive remedy provision, however, injured employees retain the

right to assert a “tort cause of action for damages against ‘some person other than the

employer.’” Id. at 606 (citing Tenn. Code Ann. § 50-6-112). The reasoning is “that ‘since

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the third party could not have been liable for workers’ compensation, he should be prepared

to make the injured person whole under normal tort principles.’” Id. (quoting Posey v.

Union Carbide Corp., 705 F.2d 833, 834 (6th Cir.1983)).5

To more fully protect employees, under Tennessee Code Annotated section 50-6-

113, the responsibility for paying worker’s compensation benefits to injured employees is

“expanded beyond the traditional employer-employee relationship to principal and

intermediate contractors and subcontractors.” Stratton, 695 S.W.2d at 950.6 The purpose

of this provision is to “ensure that all workers will receive compensation when they are

injured in the course of their employment.” Lindsey, 275 S.W.3d at 420 (citations omitted).

It is intended to prevent employers from avoiding potential workers’ compensation liability

by contracting out work. Id. It also seeks to “protect employees of irresponsible and

uninsured subcontractors by imposing ultimate liability on the presumably responsible

principal contractor, who has it within his power, in choosing subcontractors, to pass upon

their responsibility and insist upon appropriate compensation for their workers.” Murray,

46 S.W.3d at 175 (quoting Brown v. Canterbury Corp., 844 S.W.2d 134, 136 (Tenn.

1992)).

Though the term is not in the workers’ compensation statutes, our caselaw refers to

individuals or entities who may become liable for workers’ compensation by operation of

§ 50-6-113 as “statutory employers.”7 See, e.g., Murray, 46 S.W.3d at 175; Lindsey, 275

5

This allows injured employees to recover damages that are not available under the workers’

compensation statutes. For example, “[d]amages for pain and suffering are not only recoverable in a tort

action, but often will constitute a major portion of the total recovery. Punitive damages are recoverable in

tort when the defendant’s conduct was sufficiently egregious.” King, supra, at 409. There may be

procedural differences too. For example, “workers’ compensation claimants are usually not entitled to a

jury trial as are the parties in most tort cases.” Id. at 410–11 (footnote omitted).

6

Tennessee Code Annotated § 50-6-113(a) provides:

A principal contractor, intermediate contractor or subcontractor shall be liable for

compensation to any employee injured while in the employ of any of the subcontractors of

the principal contractor, intermediate contractor or subcontractor and engaged upon the

subject matter of the contract to the same extent as the immediate employer.

Tenn. Code Ann. § 50-6-113(a). It applies only if “the injury occurred on, in, or about the premises on

which the principal contractor has undertaken to execute work or that are otherwise under the principal

contractor’s control or management.” § 50-6-113(d).

7

Occasionally our courts have also used the term “statutory employer” to differentiate between an

employer-employee relationship and a relationship with an independent contractor. See, e.g., Stratton, 695

S.W.2d at 953.

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S.W.3d at 420; Adams v. Hercules Powder Co., 175 S.W.2d 319, 322 (Tenn. 1943).

Statutory employers are “secondarily liable for workers’ compensation” and pay workers’

compensation benefits only if the immediate employer does not do so. King, supra, at 429

(citing Tenn. Code Ann. § 50-6-113(b)).

To offset their potential responsibility to pay workers’ compensation benefits to

workers who are deemed their statutory employees under section 50-6-113, statutory

employers are also protected by the exclusive remedy rule. Stratton, 695 S.W.2d at 953–

54; Adams, 175 S.W.2d at 321–22; Manning v. Rentenbach Eng’g Co., 625 S.W.2d 718,

719 (Tenn. Ct. App. 1981). They are protected from tort claims by injured employees of

their subcontractors even where, as here, the immediate employer has paid the injured

employee’s workers’ compensation claim. Stratton, 695 S.W.2d at 953; Adams, 175

S.W.2d at 322; King, supra, at 429.

But not every party who enters into some sort of contract is deemed a statutory

employer. See, e.g., Lindsey, 275 S.W.3d at 422–23. This Court has held that, in general,

a company may be considered a principal contractor under section 50-6-113, and thus a

statutory employer, if one of three tests is satisfied:

(1) the company undertakes work for an entity other than itself; (2) the

company retains the right of control over the conduct of the work and the

subcontractor’s employees; or (3) the work being performed by a

subcontractor’s employees is part of the regular business of the company or

is the same type of work usually performed by the company’s employees.

Id. at 421 (internal quotation marks omitted) (first quoting Murray, 46 S.W.3d at 176; then

citing Stratton, 695 S.W.2d at 951–52).

The Plaintiffs here do not challenge the test outlined in Lindsey. Id. They

acknowledge it is applicable to contracts “predominately for services” but assert that it is

not applicable to vendor-vendee relationships because they are outside the scope of the

statutory employer rule.

This argument broadly aligns with Judge Usman’s dissent in the intermediate

appellate court below. The dissent first expresses the view that “existing Tennessee

caselaw does not appear to have grappled with vendor-vendee relationships when

determining statutory employer status.” Coblentz, 2024 WL 1828677, at *8 (Usman, J.

dissenting). It then questions whether “a vendor-to-retailer relationship falls within the

parameters of the principal-subcontractor relationship” under Tennessee’s workers’

compensation laws. Id. at *15. The dissent notes that a learned treatise states that workers’

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compensation law generally presupposes that a “buyer-to-vendor” relationship is not

considered a principal-subcontractor relationship. Id. at *8 (citing 10 Larson’s Workers’

Compensation Law § 111.04[d]). It cites numerous cases from other states holding that

relationships based on the sale and delivery of goods do not create statutory employer

status. Id. at *10–11.8 Finally, the dissent points out that pertinent dictionary definitions

of the term “subcontractor” are “connected with performing work,” not selling products.

Id. at *13 (citations omitted).

In response, Tractor Supply argues we should not find vendor-vendee relationships

outside the scope of section 50-6-113(a). It first cites principles of stare decisis, cautioning

against “interfering with the interpretation, application, and scope of the Act absent action

by the General Assembly.”

In support of this contention, Tractor Supply cites Cooper v. Logistics Insight

Corporation, 395 S.W.3d 632 (Tenn. 2013). In Cooper, the appellees asked the Court to

reverse two prior decisions interpreting a workers’ compensation statute not at issue in this

appeal, Tennessee Code Annotated section 50-6-112. Id. at 639–40. The Court declined.

It first cited principles of stare decisis. Id. at 639 (citing In re Estate of McFarland, 167

S.W.3d 299, 306 (Tenn. 2005)). It then noted that the General Assembly had not revised

the statutory provision in response to the Court’s prior interpretation:

The General Assembly has broad discretion to define the scope of claims and

the procedure for recovering workers’ compensation benefits. It is fully

within the power of the General Assembly to amend Tennessee Code

Annotated section 50–6–112 to allow an employer’s recovery of the cost of

future medical benefits incurred by an employee and to delineate the manner

in which such recovery should occur. We have ruled on the construction and

operation of the statute, and it is the prerogative of the General Assembly to

change it.

Cooper, 395 S.W.3d at 639–40 (citations and footnote omitted). Tractor Supply interprets

this passage as establishing that it “is the role of the General Assembly and not this Court”

to question the scope of the workers’ compensation statutes.

8

For example, the dissent cites Bendure v. Great Lakes Pipe Line Co., 433 P.2d 558, 563–64

(Kansas 1967); Brothers v. Dierks Lumber & Coal Co., 232 S.W.2d 646, 650 (Ark. 1950); Broussard v.

Heebe’s Bakery, Inc., 268 So. 2d 656, 660 (La. 1972); Hooks v. Wayne Cnty. Road Comm’rs, 76 N.W. 2d

9, 12 (Mich. 1956); Heider v. Stoughton, 35 N.W.2d 814, 815 (Neb. 1949); Hammock v. United States, 78

P.3d 93, 97–98 (Okla. 2003); and Kelly v. TRC Fabrication, LLC, 487 P.3d 723, 728–29 (Idaho 2021).

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We address the second point first. Tractor Supply points to no statutory provision

that expressly addresses whether vendor-to-retailer relationships are considered principal-

subcontractor relationships under workers’ compensation laws. The passage in Cooper

that Tractor Supply cites appears instead to describe the doctrine of legislative inaction, “a

judicial principle that permits—but does not compel—a presumption of legislative

acquiescence in a prior judicial interpretation of the statute.”

Hardy v. Tournament Players Club at Southwind, Inc., 513 S.W.3d 427, 444 (Tenn. 2017).

See also In re Markus E., 671 S.W.3d 437, 463 n.33 (Tenn. 2023) (discussing “legislative-

inaction or legislative-acquiescence doctrine”).

Neither the doctrine of legislative inaction nor stare decisis comes into play

however unless there is a prior Court decision that is on point with the issue in this case.

Tractor Supply argues that this Court’s decision in McVeigh v. Brewer is just that.9 189

S.W.2d 812 (Tenn. 1945).

In McVeigh, the defendant truck driver collided with the plaintiff, also a truck driver,

at a construction site. 189 S.W.2d at 812. The plaintiff then sued the defendant driver and

that driver’s employer for negligence. Id. at 813. The defendants argued that the exclusive

remedy provision in Tennessee’s workers’ compensation statute barred the lawsuit. In

response, the plaintiff argued that “a furnisher of materials to the project is not a contractor

within the meaning of” what is now Tennessee Code Annotated section 50-6-113(a). Id.

at 814. The Court of Appeals agreed with the plaintiff. In the absence of a definition of

“subcontractor” in the workers’ compensation statutes, the intermediate appellate court

relied on the interpretation of “subcontractor” in the mechanics and furnishers lien laws,

which excluded “furnishers” from the definition of subcontractors. Id.

On appeal, this Court disagreed. In the facts in McVeigh, the federal government

contracted with Hercules Powder Company to construct a new ordnance facility. Id. at

813. Hercules Powder Company, the principal contractor, contracted with defendant Stone

& Webster Engineering Corporation (“Stone & Webster”) for most of the construction. Id.

Stone & Webster employed the defendant truck driver, and it subcontracted with Smith

Stone Corporation (“Smith Stone”) to “furnish and deliver crushed limestone to the job

site.” Id. Smith Stone, as the vendor of the crushed limestone, subcontracted with the

9

Tractor Supply also cites Harness v. Bechtel Jacobs Co., No. E2006-00194-COA-R3-CV, 2007

WL 10447 (Tenn. Ct. App. Jan. 3, 2007). As a decision by our intermediate appellate court, Harness is not

binding on this Court and principles of stare decisis do not apply. Moreover, Harness is not on point, as it

did not involve an actual product vendor engaged in the sale of goods. The plaintiff’s employer had been

subcontracted by one contractor, who had been subcontracted by another contractor to haul away debris

from a demolition project. Harness, 2007 WL 10447, at *1. Thus, it involved a more traditional principal

contractor that subcontracted another party for a service.

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plaintiff’s employer, the Keith Williams Company, to deliver the stone. Id. at 813–14. The

collision occurred while the plaintiff truck driver was on the job site to deliver the stone.

Id. at 814.

This Court disagreed with the Court of Appeals’ reliance on the mechanics and

furnishers lien law to ascertain the meaning of “subcontractor” in the workers’

compensation laws. It said, “[I]n the Workmen’s Compensation Law the Legislature did

not make any distinction between the various contractors, clearly recognizing that a

furnisher is a subcontractor[.]” Id. The Court added:

We cannot agree with th[e] [Court of Appeals’] distinction as the Legislature

made no such distinction in its interpretation of the compensation law, but

used the language ‘a principal, or intermediate contractor, or

subcontractor’—all inclusive—without any qualification or without

interpretation or definition of the words used. The words used are well

recognized words in common use, and with a generally accepted meaning.

‘Contractor’ is one who, for a consideration, undertakes to carry out any part

of a project, whether it be to construct a chemical plant or to construct a road

incident to the chemical plant, or other employment. We therefore think that

a furnisher of stone for the roadway incident to said plant is a subcontractor.

Id. at 814–15. The Court then held that Tennessee’s workers’ compensation statutes

applied. Id. at 817.

The facts in McVeigh differ significantly from the facts in the instant appeal. In

McVeigh, the plaintiff’s employer, Keith Williams Company, was not a product vendor.

Consequently, the delivery was not ancillary to Keith Williams’s sale of merchandise.

Rather, the only thing Keith Williams contracted to do, through product vendor Smith

Stone, was to provide a service, namely, delivery of crushed stone:

Keith Williams Company was an employee of Smith Stone Corporation for

the purpose of hauling the stone, after it was crushed, and thereby involved

‘the performance, wholly or in part, at the site of the work, of some part of

the work described.’

We therefore think that within the meaning of the Workmen’s Compensation

Statute (Code, Section 6866) ‘principal, or intermediate contractor, or

subcontractor’ includes Keith Williams Company and Jack S. Brewer, as

such subcontractors.

- 12 -

Id. at 815 (emphasis added). See id. at 816 (“This makes the words ‘principal’ or

‘intermediate contractor’ or ‘subcontractor’ all inclusive, covering those which involve the

performance, wholly or in part, at the site of the work, or any part of the project to be

completed.”).

In McVeigh, then, the plaintiff’s employer and the defendant did not have a vendor-

vendee relationship. In the overall construction project, defendant Stone & Webster’s

responsibilities included acquiring crushed stone and having it delivered to the job site.

The plaintiff’s employer Keith Williams subcontracted to provide pure services, the

delivery part of Stone & Webster’s task. Given the facts, the Court in McVeigh uses the

word “furnish” in connection with Keith Williams to refer only to the physical labor of

delivering the stone. Its holding is consistent with our past cases on statutory employers,

which all involved contractors who subcontracted out labor and services to another

worker.10 McVeigh does not address the question presented in this appeal.

Consequently, we respectfully disagree with Tractor Supply’s argument. There is

no prior Court decision that is on-point with the issue in this case, consequently, neither

stare decisis nor the doctrine of legislative inaction is implicated in this appeal.

Tractor Supply next argues that “this Court should decline Appellants’ request to

narrow the scope of the Act by changing the statutory employer rule.” Again, we

respectfully disagree. If the statutes do not address the question directly, and this Court

has not previously opined on how the vendor-vendee relationship fits into section 50-6-

113(a), we are not being asked to either “narrow” or change the statutory employer rule.

Relatedly, Tractor Supply contends that this Court should decline to consider

whether vendor-vendee relationships are outside the scope of section 50-6-113(a) because

“such a significant policy change should be left to the General Assembly.” But here we

are not asked to make policy; we are asked only to interpret and apply the statutes enacted

by the General Assembly to a new set of facts. That is the everyday work of the courts,

not an intrusion upon our General Assembly.

In short, we agree with the dissent in the Court of Appeals below that this Court has

not “grappled with vendor-vendee relationships when determining statutory employer

10

See e.g., Lindsey, 275 S.W.3d at 415 (worker injured while splicing cable); Troup v. Fischer

Steel Corp., 236 S.W.3d 143, 145 (Tenn. 2007) (roofer injured while moving pallet); Murray, 46 S.W.3d

at 174 (painter injured when air duct collapsed); Campbell, 883 S.W.2d at 605 (worker injured while

removing antenna); Stratton, 695 S.W.2d at 948 (worker injured while repairing utility pole); Clendening

v. London Assur. Co., 336 S.W.2d 535, 536 (Tenn. 1960) (brick layer injured while on scaffold); Williams

v. Buchanan, 261 S.W. 660, 660 (Tenn. 1924) (worker injured while quarrying rock).

- 13 -

status.” Coblentz, 2024 WL 1828677, at *8 (Usman, J., dissenting). We approach the

vendor-vendee relationship in the context of Tennessee Code Annotated section 50-6-

113(a) with a clean slate. See Brecht v. Abrahamson, 507 U.S. 619, 631 (1993) (“But since

we have never squarely addressed the issue . . . we are free to address the issue on the

merits.” (citation omitted)).

Meaning of Subcontractor

To frame the issue, as a threshold question, we must determine whether a vendee

such as Tractor Supply can be considered a statutory employer of an employee of a product

vendor such as Stanley National. This requires us to interpret Tennessee Code Annotated

section 50-6-113(a), which provides:

A principal contractor, intermediate contractor or subcontractor shall be

liable for compensation to any employee injured while in the employ of any

of the subcontractors of the principal contractor, intermediate contractor or

subcontractor and engaged upon the subject matter of the contract to the same

extent as the immediate employer.

Tenn. Code Ann. § 50-6-113(a).11 This provision was enacted in 1919 and has retained

substantially identical language since then.12

11

We have noted that we consider the “old” pre-2014 workers’ compensation statutes in this case

because Mr. Coblentz’s injury occurred prior to 2014. The text of section 50-6-113(a) was not revised in

the 2014 amendments.

12

The 1919 Act stated:

That a principal, intermediate or subcontractor shall be liable for compensation to any

employe [sic] injured while in the employ of any of his subcontractors and engaged upon

the subject matter of the contract to the same extent as the immediate employer.

Act of Apr. 15, 1919, ch. 123, § 15, 1919 Tenn. Pub. Acts 369, 375. Apart from removing “That” at the

beginning of the 1919 version of the provision, the current version clarifies whose subcontractors are at

issue. The 1919 version of the provision says: “while in the employ of any of his subcontractors.” 1919

Tenn. Pub. Acts 369, 375. The current version provides: “while in the employ of any of the subcontractors

of the principal contractor, intermediate contractor or subcontractor.” Tenn. Code Ann. § 50-6-113(a).

This clarification does not affect our analysis of whether “subcontractor” includes product vendors such as

Stanley National. Cf. Antonin Scalia & Bryan Garner, Reading Law: The Interpretation of Legal Texts 257

(2012) (stating the “presumption that a change in language produces a change in meaning” should not apply

when the legislature merely revises statutory language to provide for non-substantive “consistency of

expression”).

- 14 -

Under 50-6-113(a), Tractor Supply could become secondarily liable to pay Mr.

Coblentz’s workers’ compensation benefits only if Mr. Coblentz’s employer, Stanley

National, is a “subcontractor” of Tractor Supply within the meaning of this provision. See

Tenn. Code Ann. § 50-6-113(a); see also Murray, 46 S.W.3d at 175 (“However, our

legislature has extended this relationship and has made principal contractors liable under

certain circumstances for injuries sustained by the employees of subcontractors[.]”). Only

then could Tractor Supply be classified as Mr. Coblentz’s statutory employer and be

protected from the Plaintiffs’ tort claims under the exclusive remedy rule. Thus, the

question of Tractor Supply’s status as a potential statutory employer hinges on whether

Stanley National is a “subcontractor” under section 50-6-113(a).

The workers’ compensation statutes do not define the term “subcontractor” as used

in section 50-6-113(a), so we are left to discern its meaning in this context. In examining

statutory text, we seek to effectuate “how a reasonable reader, fully competent in the

language, would have understood the text at the time [the statute] was issued.” McNabb v.

Harrison, 710 S.W.3d 653, 658 (Tenn. 2025) (quoting Antonin Scalia & Bryan Garner,

Reading Law: The Interpretation of Legal Texts 33 (2012)). We consider not only

“contemporaneous dictionary definitions, but also usages and historical practices at the

time of the adoption of the text.” Id.

From its enactment in 1919, section 50-6-113(a) included the term “subcontractor.”

See Act of Apr. 15, 1919, ch. 123, § 15, 1919 Tenn. Pub. Acts 369, 375.

Contemporaneous dictionary definitions of the terms “subcontract” and

“subcontractor” did not refer to furnishing goods; they instead emphasized the performance

of work, as in labor or services. For example, the 1910 Black’s Law Dictionary defines the

compound word “subcontract” as “[a] contract subordinate to another contract, made or

intended to be made between the contracting parties, on one part, or some of them, and a

stranger,” and it offers the example: “Where a person has contracted for the performance

of certain work, (e.g., to build a house,) and he in turn engages a third party to perform the

whole or a part of that which is included in the original contract, (e.g., to do the carpenter

work).” Contract, Black’s Law Dictionary 263 (2d ed. 1910) (explaining that “his

agreement with such third person is called a ‘subcontract,’ and such person is called a

subcontractor.’”).13 The definitions in that time frame did not appear to contemplate the

13

See also Subcontractor, Webster’s Revised Unabridged Dictionary of the English Language 1432

(1913) (“One who takes a portion of a contract, as for work, from the principal contractor.”); Subcontractor,

Webster’s New International Dictionary of the English Language 2066 (1923) (“One who contracts with a

contractor to perform part or all of the latter’s contract.”). Subcontractor, 10 Oxford English Dictionary,

Su–Sz, at 13 (1933 ed.) (citing examples that include the performance of work but not the ordinary sale of

merchandise, e.g., “The subcontractor . . . had to . . . lay down the temporary road.”).

- 15 -

ordinary sale and ancillary delivery of merchandise. 14

Furthermore, as Judge Usman observed in tracing the use of the term

“subcontractor” from the late 1700s to modern day, the Oxford English Dictionary defines

it as a “person who or company which undertakes work under a subcontract, or (more

generally) undertakes work on a particular part of a large project.” Subcontractor, Oxford

English Dictionary (July 2023), https://doi.org/10.1093/OED/2011821603. See Coblentz,

2024 WL 1828677, at *13. Similarly, in tracing use of the verb “subcontract,” the Oxford

English Dictionary offers multiple definitions that highlight the performance of work. See

Subcontract, Oxford English Dictionary, (Sept. 2025),

https://doi.org/10.1093/OED/9947128798.

Interpreting “subcontractor” to refer to work such as labor or services and not to the

sale and ancillary delivery of merchandise is consonant with a recognized purpose of

section 50-6-113(a), namely, to “prevent[] employers from contracting out normal work

simply to avoid liability for worker’s compensation.” Stratton, 695 S.W.2d at 951. See In

re Markus E., 671 S.W.3d at 460 (“The words in the statute ‘must be given their natural

and ordinary meaning in the context in which they appear and in light of the statute’s

general purpose.’” (quoting Mills v. Fulmarque, Inc., 360 S.W.3d 362, 368 (Tenn. 2012)).

It is consistent with our prior cases on statutory employers.15

As noted by the dissent in the Court of Appeals below, the great majority of our

sister states, interpreting their workers’ compensation laws, hold that contractual sale and

14

We note that these definitions of “subcontract” and “subcontractor” indicate a subordinate

contract for performance of some or all of a principal contractor’s obligations. Our workers’ compensation

jurisprudence includes cases where an entity has been deemed a statutory employer even though it was

apparently not a principal contractor. These cases appear to apply section 50-6-113(a) by reasoning that the

purported statutory employer was acting as its own principal contractor. See, e.g., Campbell, 883 S.W.2d

at 605–06 (holding that electrical firm hired by broadcasting company to remove antenna and conduct other

demo work at company was a “subcontractor” under section 50-6-113(a)); Brown v. Canterbury Corp., 844

S.W.2d 134, 137 (Tenn. 1992) (same for construction company hired by developer to perform various tasks

on project); Acklie v. Carrier, 785 S.W.2d 355, 357–58 (Tenn. 1990) (same for HVAC company hired by

oil company to renovate office building); Stratton v. United Inter-Mountain Tel. Co., 695 S.W.2d 947, 953

(Tenn. 1985) (same for construction firm hired by telephone company to string telephone wire); Randolph

v. Eastman Chem. Co., 180 S.W.3d 552, 559 (Tenn. Ct. App. 2005) (same for electromagnetic-testing firm

hired by chemical company to conduct testing at its plant). In this case, no issue was raised as to whether

section 50-6-113(a) should be applied where Tractor Supply was purportedly acting as its own principal

contractor, so we do not address it. But we note that, in each of these prior cases, the party that was deemed

the subcontractor under section 50-6-113(a) was performing work such as labor or services.

15

See cases cited supra note 10.

- 16 -

ancillary delivery of merchandise does not “convert[] the selling/delivering business entity

into a subcontractor” and does not “create a statutory employer status.” Coblentz, 2024

WL 1828677, at *10 (Usman, J. dissenting) (quoting Bendure v. Great Lakes Pipe Line

Co., 433 P.2d 558, 563-64 (1967), and citing cases). See, e.g., Hammock v. United States,

78 P.3d 93, 98 (Okla. 2003) (certified question) (“We do not believe the Legislature

intended § 11 to apply when the relationship between the injured worker's immediate

employer and the entity sought to be held liable in tort as a ‘statutory employer’ is that of

vendor/vendee.”); id. at 98 n.10 (collecting cases construing similar workers’

compensation provisions and concluding the same); Kelly v. TRC Fabrication, LLC, 487

P.3d 723 at 729 (Idaho 2021) (collecting cases); Meyer v. Piggly Wiggly No. 24, Inc., 527

S.E.2d 761, 763–64 (S.C. 2000); Gray Bldg. Sys. v. Trine, 391 S.E.2d 764, 765 (Ga. 1990)

(per curiam); Hart v. Richardson, 272 So. 2d 316, 318–19 (La. 1973); Brothers v. Dierks

Lumber & Coal Co., 232 S.W.2d 646, 650 (Ark. 1950); Heider v. Stoughton, 35 N.W.2d

814, 815 (Neb. 1949). As also observed by the dissent in the Court of Appeals, this holding

comports with the discussion of this topic in Larson’s on Workers Compensation,

recognized as an authoritative treatise on workers’ compensation. Coblentz, 2024 WL

1828677, at *8 (quoting 10 Larson's Workers’ Compensation Law § 111.04[d] as listing

“the relation . . . of buyer to vendor” as one of the types of relationship that fall outside the

parameters of a principal-subcontractor relationship).

Nevertheless, Tractor Supply maintains that a bare-bones vendor-vendee

relationship can create statutory employer status, citing caselaw admonishing us to

“liberally” construe the workers’ compensation laws “promote and adhere to the Act’s

purposes of securing benefits to those workers who fall within its coverage.” Valencia v.

Freeland & Lemm Const. Co., 108 S.W.3d 239, 242 (Tenn. 2003) (citation omitted). At

oral argument, Tractor Supply identified no limiting principles to its position. It went so

far as to assert that, under our workers’ compensation laws, a seller’s single delivery of

purchased merchandise to a commercial business could create a statutory employer

relationship.

Of course, Tractor Supply makes this extreme assertion from a safe perch, since Mr.

Coblentz’s employer paid his workers’ compensation benefits. In this appeal, Tractor

Supply seeks the protection of the exclusive remedy rule knowing it is not at risk of

secondary liability for Mr. Coblentz’s workers’ compensation claims. King, supra, at 429

(“[T]he exclusive remedy rule protects statutory employers from tort claims by employees

of their subcontractors for injuries covered by the Tennessee workers’ compensation act,

even if the immediate employer pays the entire workers’ compensation claim. Thus, the

status as statutory employer under section 50-6-113 will often give the statutory employer

the best of both worlds.”)(footnote omitted).

- 17 -

But even though exclusive remedy protection is the only thing at stake in this appeal,

in construing the statutory text, we must be mindful that the object of section 50-6-113(a)

is to make statutory employers secondarily liable for workers’ compensation. Collins, 166

S.W.3d at 726 (noting that, to interpret a statute, courts consider its “language” and its

“object”). Exclusive remedy protection is a byproduct of this very significant liability. See

Kelly, 487 P.3d at 728 (describing the immunity under the exclusive remedy rule “as a

‘quid pro quo’ in exchange for the statutory employer’s assumption of liability for worker’s

compensation benefits”). We must focus on who is made liable to pay benefits, not who

wishes to have exclusive remedy protection.

Classifying ordinary purchasers of merchandise as statutory employers “would

significantly disrupt and change commerce and business dealings.” Davis v. Ford Motor

Co., 244 F. Supp. 2d 784, 788 (W.D. Ky. 2003) (applying Kentucky’s workers’

compensation law). Were we to adopt Tractor Supply’s interpretation, a vendee who

accepted delivery of a single product would find himself secondarily liable to pay workers’

compensation benefits to the vendor’s employee. In construing statutes, we seek to “avoid

a construction that leads to absurd results.” State v. Curry, 705 S.W.3d 176, 184 (Tenn.

2025) (citation omitted); cf. Kelly, 487 P.3d at 730 (“Were we to agree with TRC’s

construction of the statute, a driver, working as an independent contractor for a meal

delivery service, such as Uber Eats, DoorDash, or any other delivery provider, such as

Amazon, would be able to obtain workers compensation benefits from the person ordering

that delivery because the person ordering the delivery would become the category one

employer of the deliverer if the delivery person did not have worker’s compensation

insurance.”).16

In sum, in construing the term “subcontractor” as used in section 50-6-113(a), we

find that dictionary definitions around the time the statute was enacted refer to labor or

services and not to the sale and ancillary delivery of merchandise. See McNabb, 710

S.W.3d at 658 (indicating we consider contemporaneous dictionary definitions when

interpreting statutory text). Interpreting “subcontractor” to have this meaning furthers the

recognized purpose of section 50-6-113(a), to prevent employers from contracting out their

normal work to avoid workers’ compensation liability. Stratton, 695 S.W.2d at 951

(describing this as a recognized purpose). It is consistent with our prior caselaw and aligns

with the interpretation of workers’ compensation statutes in the great majority of states.

For these reasons, we agree with the Plaintiffs that the term “subcontractor” in section 50-

6-113(a) refers to a person or entity that performs labor or services for another. A product

16

See also Davis, 244 F. Supp. 2d at 788 (applying Kentucky law) (“The rule that the mere recipient

of goods is not a statutory contractor makes a great deal of sense. To apply workers’ compensation statutes

to the ordinary sale of merchandise would significantly disrupt and change commerce and business

dealings.”).

- 18 -

vendor who merely engages in the sale and ancillary delivery of merchandise is not a

“subcontractor” under section 50-6-113(a). Cf. Wilson v. Daniel Int’l Corp., 197 S.E.2d

686, 687–88 (S.C. 1973) (“The impact of the statute is on employees engaged in work

executed by subcontract. It is inapplicable to the relationship of buyer and seller of a

commodity or material.”).

Analytical Framework

While delivery services ancillary to a contract for the sale of merchandise do not in

and of themselves create a statutory employer relationship, vendor-vendee agreements may

be accompanied by an undertaking to render further services in connection with the

merchandise sold. That is the case in the contractual relationship between Tractor Supply

and Mr. Coblenz’s employer, Stanley National, where the arrangement involved a bit more

than mere delivery of the purchased merchandise. This requires us to examine the level

and type of services that could make a product vendor like Stanley National a

“subcontractor” under section 50-6-113(a).

To determine whether a business arrangement that goes beyond a simple vendor-

vendee relationship can create statutory employer status, the Plaintiffs argue that the Court

should ascertain whether the relationship is predominantly for the sale of goods or for the

sale of services.17 To do so, the Plaintiffs cite cases from other jurisdictions that look to

the predominant purpose of the contract between the parties, referred to as the

“predominant purpose test.”18 The Plaintiffs note Tennessee courts have used the

predominant purpose test to categorize certain sales disputes. See, e.g., Audio Visual

Artistry v. Tanzer, 403 S.W.3d 789, 799 (Tenn. App. 2012); Pass v. Shelby Aviation, Inc.,

No. W1999-00018-COA-R9-CV, 2000 WL 388775, at *4 (Tenn. App. Apr. 13, 2000)

(collecting cases).

17

Tractor Supply does not offer an alternate test or limiting principle for our consideration.

18

See Meyer v. Piggly Wiggly No. 24, Inc., 500 S.E.2d 190, 193 (S.C. Ct. App. 1998), aff’d, 527

S.E.2d 761 (S.C. 2000) (“Meyer’s work stocking the shelves and maintaining the Derst display was

incidental to the primary purpose of the arrangement between Derst and Piggly Wiggly, which was to

provide baked goods for retail sale. Because Derst was a vendor rather than a subcontractor, [workers’

compensation] does not apply and Meyer, therefore, is not Piggly Wiggly’s statutory employee.”); see also

Kelly, 487 P.3d at 730 (“The services necessary for the completion of the contract were incidental in relation

to the gravamen of the contract, which was the sale of goods.”); Brothers, 232 S.W.2d at 650 (“[W]hen the

contract to sell is accompanied by an undertaking by either party to render substantial services in connection

with the goods sold, that party is a ‘contractor’ within the meaning of the section.”).

- 19 -

The predominant purpose test has been used by courts across the country to

determine whether to apply the common law or the Uniform Commercial Code (U.C.C.)

to contracts for the sale of both goods and services. See 1 William D. Hawkland, Uniform

Commercial Code Series § 2-102:3, Westlaw (database updated Nov. 2024). That

determination is necessary because, “[i]f the predominant assets to be transferred are

goods, the U.C.C. governs, but if the predominant assets are non-goods [or services], the

U.C.C. has no application.” Hudson v. Town and Country True Value Hardware, Inc., 666

S.W.2d 51, 53 (Tenn. 1984) (adopting the “predominant factor test”).

Our Court of Appeals has described the predominant purpose test:

In order to determine whether the predominant purpose of a mixed

transaction is the sale of goods or the provision of a service, we examine the

language of the parties’ contract, the nature of the business of the supplier of

the goods and services, the reason the parties entered into the contract (i.e.

what each bargained to receive), and the respective amounts charged under

the contract for goods and for services.

Pass, 2000 WL 388775, at *4 (collecting cases). Pass cited the Indiana Supreme Court’s

description of the analysis:

To determine whether the predominant thrust of a mixed contract is to

provide services or goods, one looks first to the language of the contract, in

light of the situation of the parties and the surrounding circumstances.

Specifically one looks to the terms describing the performance of the parties,

and the words used to describe the relationship between the parties.

Beyond the contractual terms themselves, one looks to the circumstances of

the parties, and the primary reason they entered into the contract. One also

considers the final product the purchaser bargained to receive, and whether

it may be described as a good or a service.

Finally, one examines the costs involved for the goods and services, and

whether the purchaser was charged only for a good, or a price based on both

goods and services. If the cost of the goods is but a small portion of the

overall contract price, such fact would increase the likelihood that the

services portion predominates.

Id. (quoting Insul-Mark Midwest, Inc. v. Modern Materials, Inc., 612 N.E.2d 550, 555 (Ind.

1993)); Audio Visual Artistry, 403 S.W.3d at 798–99 (same). No one factor is

- 20 -

determinative. See Hudson, 666 S.W.2d at 53 (“[A] view of the reasonable totality of the

circumstances should control the characterization of the contract for sale.” (quoting De

Filippo v. Ford Motor Co., 516 F.2d 1313, 1323 (3d Cir. 1975))).

The U.C.C. version of the predominant purpose test may not perfectly fit workers’

compensation because, by statute, the question of whether an entity must pay workers’

compensation benefits is not controlled by contractual terms. See Tenn. Code Ann. § 50-

6-114(a) (“No contract or agreement, written or implied, . . . shall in any manner operate

to relieve any employer, in whole or in part, of any obligation created” by the workers’

compensation laws); Stratton, 695 S.W.2d at 953 (noting that the question of whether the

workers’ compensation laws apply to a given employer “is one of law for the courts” and

a contractual provision intended “to insulate . . . from worker’s compensation liability” is

“of no effect” (citing Tenn. Code Ann. § 50-6-114)).

Nonetheless, a variation on the U.C.C. predominant purpose test is useful here. It

is a widely recognized test and would enable our lawyers and courts to utilize an established

body of law in Tennessee and elsewhere, which should facilitate consistent application to

different facts. See Keller v. Est. of McRedmond, 495 S.W.3d 852, 877 (Tenn. 2016) (using

similar reasoning).

To determine if 50-6-113 applies, we adopt the predominant purpose test for

business relationships involving both goods and services, with the proviso that the written

contract does not control the outcome. Courts must examine the parties’ course of dealing

to determine whether the services rendered are incidental to the sale of goods or “the

contract to sell is accompanied by an undertaking to render substantial services.” Kelly,

487 P.3d at 729; cf. Dierks Lumber & Coal Co., 232 S.W.2d at 650 (requiring a party to

“render substantial services in connection with the goods sold” to be considered a

“contractor” under Arkansas’ workers’ compensation statutes); Bendure, 433 P.2d at 564–

65 (holding workers’ compensation does not apply to transactions for sale of goods unless

“either party [] render[s] substantial services in connection with the goods sold”). The

determination should rest on the totality of facts and circumstances surrounding the

transaction at issue and the parties’ overall business relationship. If the predominant

purpose is the sale and delivery of merchandise and other services are incidental, the

relationship is one of vendor-vendee and is outside the scope of the workers’ compensation

statutory-employer rule. If not, the next step is to employ Lindsey to determine whether a

party should be deemed a statutory employer under section 50-6-113(a). See Lindsey, 275

S.W.3d at 421.

Now we apply this test to the vendor-vendee relationship between Tractor Supply

and Stanley National to determine its predominant purpose.

- 21 -

While the parties’ underlying contract is not controlling, we start with its language.

See Audio Visual Artistry, 403 S.W.3d at 799 (citing Pass, 2000 WL 388775, at *4). The

2009 contract between Tractor Supply and Stanley National is titled “Vendor Agreement,”

and Stanley National is labeled as the “Vendor.” Other contractual terms similarly indicate

that the purpose of the agreement was for the sale of goods. For example, Section Four

details the scope of the agreement: “All Purchase Orders issued . . . form part of the same

transaction[.]” See Audio Visual Artistry, 403 S.W.3d at 799 (“Contractual language that

refers to the transaction as a ‘purchase,’ for example, . . . indicates that the transaction is

for goods rather than services.”). Section Six describes vendor quotes: “Vendor shall

identify the goods it is offering to TSC together with a quote for each in response to a

Request for Quote (“RFQ”) issued by a TSC Buyer.” See id. (“Contractual language that

. . . identifies the parties as the ‘buyer’ and ‘seller,’ indicates that the transaction is for

goods rather than services.”).

The written contract’s descriptions of the parties’ performance are replete with

references to goods. For example, Section Eight says: “Vendor shall have the right . . . to

change or supplement the goods offered for sale to TSC.” Section Nine controls perishable

“goods.” [Id.]. Section Ten governs purchase orders and when Tractor Supply “may

become bound to purchase goods from Vendor.” [Id.]. The same section grants Tractor

Supply the right to terminate a Purchase Order “at any time before shipment of the goods.”

It also covers title and the risk of loss: “The Vendor is responsible, at its cost, for insuring

the goods to the FOB point for full replacement value . . . .” Subsequent sections discuss

the registration of goods, the recall of goods, and the return of goods. Regarding Stanley

National’s displays inside Tractor Supply stores—the type of display that resulted in Mr.

Coblentz’s injury—Section Seventeen states that “only Vendor’s goods shall be placed in

such display or other equipment.”

Section Two of the 2012 addendum to the Vendor Agreement addresses services

other than delivery to be performed by Stanley National, related to the product displays:

All Fixtures and POP provided by Vendor shall be owned by TSC, however,

it is Vendor’s obligation to maintain (both restock and appearance and

functionality) the Fixtures.

....

Upon removal, Vendor shall place the existing fixtures in a location

designated by each store manager. TSC shall be responsible for the

removal/disposal of the existing fixtures.

- 22 -

Thus, in support of Stanley National’s sale of merchandise to Tractor Supply, the text of

the contract obligated Stanley National to restock Tractor Supply periodically and maintain

the appearance of Tractor Supply’s display for the Stanley National merchandise.

Under the predominant purpose test, we also consider the nature of the seller’s

business. Audio Visual Artistry, 403 S.W.3d at 803; Pass, 2000 WL 388775, at *4. The

only reference in the record to the nature of Stanley Nation’s business is Mr. Coblentz’s

deposition, in which he described Stanley National as a supplier of tools and hardware for

various businesses across the country. And Tractor Supply’s brief frames its relationship

with Stanley National as vendor-vendee. For example, Tractor Supply states that “Plaintiff

was an employee of Stanley National . . . which is a vendor that sells products at TSC stores

such as the one in Fayetteville.”

The third factor is why the parties entered the contract, that is, whether the product

the purchaser bargained to receive is a good or a service. Id. (citing Pass, 2000 WL

388775, at *12). Here, the record indicates Tractor Supply sought to procure Stanley

National merchandise for resale to customers. Under the Vendor Agreement, Stanley

National represented that its “goods [would] be manufactured, labeled, packed, shipped

and stored in accordance with all applicable laws” and be of “sound and merchantable

quality.” Tractor Supply agreed to pay for those “goods” within sixty days of the invoice

date. In the event of a price increase on a type of merchandise, the Vendor Agreement

required Stanley National to provide Tractor Supply with information such as the stock

keeping unit number, the part number, the barcode number, and the item description. This

indicates Tractor Supply bargained to receive goods, namely, Stanley National

merchandise for resale.

The record also indicates Stanley National installed the safety bars that secured the

dedicated Stanley National barn door track display. Beyond that, the record does not refer

to Tractor Supply’s receipt of any service other than ancillary delivery of the Stanley

National merchandise purchased and Mr. Coblentz’s attendant responsibilities. Mr.

Coblentz checked inventory levels, made sure Stanley National’s merchandise was in the

correct place in Tractor Supply’s display, and overall tidied up the appearance of the

Stanley National display.19 None of these services were priced separately; they were

19

In his deposition, Mr. Coblentz described his job responsibilities as follows:

Q: [T]ell me about what your responsibilities are on an ongoing basis related to your

area or your aisle in a Tractor Supply store?

A: I would say service and inventory control. Inventory, as far as if it’s sold out, we

write an order to replace it. Service, as far as if product specifically, as an example,

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included in the price of the merchandise Tractor Supply purchased. See, e.g., Hammock v.

United States, 78 P.3d 93, 98–99 (Okla. 2023) (certified question) (“The relationship

between Southern Sales and AAFES remained one of vendor/vendee, despite the services

performed by Hammock in delivering, stocking, rotating, inventorying, and promoting

Miller beer at the PX.”).

Considering the totality of the circumstances, the record indicates that Tractor

Supply entered into the “Vendor Agreement” to acquire Stanley National merchandise for

resale, not to get any other services such as Mr. Coblentz’s ancillary services doing restock

orders and tidying Tractor Supply’s display. The services Mr. Coblentz performed were

“incidental to the overarching purpose of [Stanley National’s] business, which is to sell”

merchandise. Audio Visual Artistry, 403 S.W.3d at 803. Both the written contract and the

facts in the record show that Tractor Supply “bargained for the purchase of” Stanley

National merchandise, and that the services rendered by Mr. Coblentz “were necessary but

incidental to the ultimate purpose of the contract,” the purchase of merchandise. Id. at 804.

“What the purchaser sought to procure when he entered into the contract is a strong

indication of the predominant purpose of the contract.” Pass, 2000 WL 388775, at *5

(citation omitted). “If the purchaser’s ultimate goal is to acquire a product, the contract

should be considered a transaction in goods, even though service is incidentally required.”

Id. (quoting Neibarger v. Universal Coops., Inc., 486 N.W.2d 612, 622 (Mich. 1992)).

Here, the record supports the conclusion that the predominant purpose of the

contract was for the vendor, Stanley National, to sell merchandise to the vendee, Tractor

Supply. Any services rendered were incidental to the sale of merchandise. Accordingly,

the relationship between Stanley National and Tractor Supply was one of vendor-vendee,

not principal-subcontractor, and is outside the ambit of the workers’ compensation statutes.

For that reason, we need not apply the tests outlined in Lindsey for whether an entity such

as Tractor Supply should be deemed a principal contractor under section 50-6-113(a).

Lindsey, 275 S.W.3d at 421. We hold that Tractor Supply is not Mr. Coblentz’s statutory

employer for purposes of Tennessee Code Annotated section 50-6-113(a) and Tractor

Supply is not shielded from Mr. Coblentz’s claims by the exclusive remedy provision of

the workers’ compensation statutes.

I guess I should say, if there were a carded product hanging on a hook and it doesn’t

belong on that hook, I would move said card product to the correct hook so--, and

then if there’s trash on the bins on the bottom of the [Stanley National] display, I

would clean up the trash. And if there’s any product that doesn’t belong in the

display, I would remove it from our display and put it in a basket for a catch-all so

the store personnel could restock it in an appropriate area.

The record also contains an unsigned document denoted as the “Tractor Supply Service Level Expectation,”

purportedly regarding Tractor Supply’s expectations of vendor representatives.

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CONCLUSION

For the reasons set forth in this Opinion, we reverse the Court of Appeals’ judgment.

This matter is remanded to the Court of Appeals to consider pretermitted issues and any

other proceedings not inconsistent with this Opinion. Costs on appeal are taxed to appellee

Tractor Supply Company, for which execution may issue if necessary.

S/HOLLY KIRBY, JUSTICE

HOLLY KIRBY, JUSTICE

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