ALEXANDER A. STRATIENKO, ET AL
OSCAR H. BROCK, ET AL.
Session Date: May 23, 2017
from the Circuit Court for Hamilton County No. 12C1273,
13C867 Jerri Bryant, Chancellor 
a jury case arising from the formation and management of a
limited liability company. The jury determined that the
Appellee developer was entitled to payment for his membership
interest in the LLC. The jury also determined that the
Appellant investor, his wife, and the LLC should indemnify
the developer for the judgment relating to the lease of an
adjacent lot. Because there is material evidence to support
the jury's verdict, we affirm and remand.
R. App. P. 3 Appeal as of Right; Judgment of the Circuit
Court Affirmed and Remanded.
William H. Horton, Chattanooga, Tennessee, for the
appellants, Alexander Stratienko, McNeal Properties, LLC, and
Cardiac and Vascular Associates, P.C..
Stephen S. Duggins, Chattanooga, Tennessee, for the appellee,
Armstrong, J., delivered the opinion of the court, in which
D. Michael Swiney, C.J., and John W. McClarty, J., joined.
approximately 2002, Dr. Alexander Stratienko, a cardiologist,
expressed an interest in acquiring his own medical office
building near the hospital. Dr. Stratienko and Mr. Oscar
Brock, a real estate developer, discussed building an office
Stratienko could have his office and rent out the other
space. To this end, Dr. and Mrs. Lisa Stratienko, along with
Mr. Brock made an offer to purchase undeveloped property near
the hospital. The agreed purchase price was $185, 000. The
property closed in May 2003, and the deed listed the
Stratienkos as owners of a one-half interest and Mr. Brock as
the owner of the other one-half interest.
Stratienko's existing lease expired in 2007, and he
wanted the new office completed by that time. The parties
began the process of developing the property. By late 2005,
the parties had agreed on a 30, 000 square foot office
building. In August of 2006, Mr. Brock and the Stratienkos
formed McNeal Properties, LLC ("McNeal") to own the
property; the parties quitclaimed the property to McNeal in
September of 2006. The initial operating agreement for McNeal
listed Mr. Brock and the Stratienkos as owning 50% each. Mr.
Brock was designated the chief manager in the operating
agreement, which meant that he wrote checks from the McNeal
account and handled the bookkeeping.
on the office space was completed in July of 2007. Dr.
Stratienko moved his practice, Cardiac and Vascular
Associates ("CVA"), into the second floor of the
new office building. CVA entered into a lease agreement with
McNeal on July 1, 2007. The Stratienkos insisted that they
and CVA have a controlling interest in McNeal. Mr. Brock
agreed, and the lease provided, that CVA would obtain a
membership interest in McNeal after five years of leasing. On
or about January 1, 2008, Mr. Brock emailed the
Stratienkos' attorney an amended operating agreement that
included CVA as a member, with the following ownership
percentages: 37% to the Stratienkos, 37% to Mr. Brock, and
26% to CVA.
construction on the McNeal building was being completed, Dr.
Stratienko expressed frustration about a large billboard on a
neighboring lot that blocked the view of their building. The
Stratienkos were also interested in the neighboring lot for
overflow parking. Dr. Stratienko approached Mr. Brock about
acquiring the property, and Mr. Brock contacted Wayne Peters,
the representative over the trust that owned the property.
Mr. Brock reported that Mr. Peters would not sell the lot,
but would agree to a lease. Mr. Peters refused to enter into
a lease agreement with McNeal, but agreed to enter into a
lease agreement with Mr. Brock, who signed as the lessee. Mr.
Brock ultimately entered into a fifteen year lease, which
began on May 1, 2007 and gave ...