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WAKEFIELD v. CRAWLEY

6 S.W.3d 442 (1999)

Steven A. WAKEFIELD, Plaintiff/Appellee, v. Michael F. CRAWLEY, MacTenn Valve Company, a Tennessee Corporation, and Macawber Systems, Inc., a Tennessee Corporation, Defendants/Appellants.

Supreme Court of Tennessee, at Knoxville.

November 1, 1999.

Attorney(s) appearing for the Case

H. Allen Bray, Maryville, for Plaintiff-Appellee.

William S. Lockett, Jr., Kennerly, Montgomery & Finley, PC, Knoxville, for Defendants-Appellants.

OPINION

DROWOTA, J.

We granted this appeal to determine whether stock in a closely-held corporation is a "security," as defined by Tenn.Code Ann. § 47-8-102 (1992 Repl. & Supp.1998),1 so that Chapter 8 of the Uniform Commercial Code (UCC) governs its sale or transfer. In Blasingame v. American Materials, Inc., 654 S.W.2d 659, 664 (Tenn.1983), we concluded that closely...

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