3.1. Precedents Cited

A. Tennessee statutory-employer and exclusive-remedy foundations

• Lindsey v. Trinity Communications, Inc., 275 S.W.3d 411 (Tenn. 2009): Provided the familiar three tests for principal contractor status under § 50-6-113(a), including whether the work is part of the alleged statutory employer’s regular business. The trial court and Court of Appeals majority relied heavily on Lindsey. The Supreme Court did not reject Lindsey; instead it held Lindsey is a second-step inquiry—relevant only after determining the relationship is predominantly for services (i.e., that the alleged subcontractor is actually a “subcontractor” rather than a “vendor”).
• Murray v. Goodyear Tire & Rubber Co., 46 S.W.3d 171 (Tenn. 2001): Cited for the concept that § 50-6-113 expands liability beyond the immediate employer and for articulations of statutory employer doctrine. The Court uses Murray to situate § 50-6-113(a)’s protective purpose (ensuring compensation and discouraging contracting out normal work to evade liability), while emphasizing that this purpose does not naturally extend to ordinary goods purchasing.
• Stratton v. United Inter-Mountain Tel. Co., 695 S.W.2d 947 (Tenn. 1985): Central to the policy explanation: § 50-6-113(a) prevents avoidance of workers’ compensation through contracting out, and statutory employers receive exclusive-remedy immunity as the “offset” to secondary compensation liability. The Court relies on Stratton to underscore the quid pro quo logic: immunity is the byproduct of being potentially liable for benefits—something that becomes commercially disruptive if extended to ordinary retail purchasers of goods.
• Adams v. Hercules Powder Co., 175 S.W.2d 319 (Tenn. 1943), and Manning v. Rentenbach Eng'g Co., 625 S.W.2d 718 (Tenn. Ct. App. 1981): Cited for the proposition that statutory employers are protected by the exclusive remedy rule, even if the immediate employer paid benefits.
• Campbell v. Dick Broad. Co. of Tenn., 883 S.W.2d 604 (Tenn. 1994), and Liberty Mut. Ins. Co. v. Stevenson, 368 S.W.2d 760 (Tenn. 1963): Used to explain the “grand bargain” of workers’ compensation (no-fault benefits exchanged for loss of tort remedies) and to frame why immunity is exceptional and must be tethered to statutory text and purpose.

B. “Clean slate” and limiting overbroad immunity claims

• Cooper v. Logistics Insight Corporation, 395 S.W.3d 632 (Tenn. 2013): Tractor Supply invoked Cooper to argue deference to legislative choice and stare decisis. The Court distinguished Cooper as a legislative inaction/stare decisis case only relevant where there is a prior on-point interpretation. Here, there was no on-point Supreme Court ruling about vendor-vendee relationships under § 50-6-113(a).
• Hardy v. Tournament Players Club at Southwind, Inc., 513 S.W.3d 427 (Tenn. 2017), and In re Markus E., 671 S.W.3d 437 (Tenn. 2023): Cited to characterize the legislative-acquiescence doctrine as permissive, not mandatory, and to reinforce ordinary-meaning interpretation in context and in light of statutory purpose.
• McVeigh v. Brewer, 189 S.W.2d 812 (Tenn. 1945): Tractor Supply treated McVeigh as controlling on “furnishers.” The Court carefully narrowed McVeigh to its facts, emphasizing that the plaintiff’s employer in McVeigh provided delivery labor as a service in a construction project chain; it was not a vendor whose delivery was ancillary to a sale of its own goods. Thus, McVeigh did not resolve the vendor-vendee question presented here.
• State v. Curry, 705 S.W.3d 176 (Tenn. 2025): Used for the interpretive principle of avoiding constructions that yield absurd results—here, turning a routine product purchase into potential secondary workers’ compensation liability for the buyer.

C. Comparative authority and treatise support for excluding pure vendor-vendee transactions

While not binding, the Court found persuasive that “the great majority” of jurisdictions exclude vendor-vendee relationships from statutory employer coverage, citing:

• Hammock v. United States, 78 P.3d 93 (Okla. 2003)
• Kelly v. TRC Fabrication, LLC, 487 P.3d 723 (Idaho 2021)
• Meyer v. Piggly Wiggly No. 24, Inc., 527 S.E.2d 761 (S.C. 2000)
• Gray Bldg. Sys. v. Trine, 391 S.E.2d 764 (Ga. 1990)
• Hart v. Richardson, 272 So. 2d 316 (La. 1973)
• Brothers v. Dierks Lumber & Coal Co., 232 S.W.2d 646 (Ark. 1950)
• Heider v. Stoughton, 35 N.W.2d 814 (Neb. 1949)
• Wilson v. Daniel Int'l Corp., 197 S.E.2d 686 (S.C. 1973)
• Davis v. Ford Motor Co., 244 F. Supp. 2d 784 (W.D. Ky. 2003)

The Court also endorsed the framing in 10 Larson's Workers' Compensation Law § 111.04[d], referenced by the Court of Appeals dissent, that workers’ compensation “statutory employer” analysis generally presupposes the alleged subcontractor is not merely a vendor.

D. Predominant purpose test (Tennessee U.C.C.-adjacent precedents)

• Hudson v. Town and Country True Value Hardware, Inc., 666 S.W.2d 51 (Tenn. 1984): Adopted the “predominant factor” test in the U.C.C. setting for mixed goods/services contracts. The Supreme Court used this U.C.C. lineage to justify importing an administrable, familiar methodology into § 50-6-113(a) boundary questions.
• Audio Visual Artistry v. Tanzer, 403 S.W.3d 789 (Tenn. App. 2012), and Pass v. Shelby Aviation, Inc., No. W1999-00018-COA-R9-CV, 2000 WL 388775 (Tenn. App. Apr. 13, 2000): Provided the multi-factor articulation of the predominant purpose inquiry (contract language, supplier business nature, what the parties bargained to receive, and relative charges for goods vs services). The Court adopted “a version” of this approach, with an important caveat: written contract labels do not control workers’ compensation obligations.
• Insul-Mark Midwest, Inc. v. Modern Materials, Inc., 612 N.E.2d 550 (Ind. 1993), De Filippo v. Ford Motor Co., 516 F.2d 1313 (3d Cir. 1975), and Neibarger v. Universal Coops., Inc., 486 N.W.2d 612 (Mich. 1992): Cited (via Tennessee Court of Appeals decisions) as part of the broader predominant purpose analytical tradition.

E. Statutory interpretation methodology

• McNabb v. Harrison, 710 S.W.3d 653 (Tenn. 2025): Anchored the Court’s use of contemporaneous dictionary definitions and historical usage to discern what “subcontractor” would have meant when § 50-6-113(a) was adopted in 1919.
• Falls v. Goins, 673 S.W.3d 173 (Tenn. 2023), Steward v. State, 33 S.W.3d 785 (Tenn. 2000), Johnson v. Hopkins, 432 S.W.3d 840 (Tenn. 2013): Cited for de novo statutory interpretation review principles.

3.2. Legal Reasoning

A. The threshold move: “Subcontractor” excludes pure sales (and ancillary delivery)

The Court began where § 50-6-113(a) begins: a principal contractor becomes liable for employees injured “in the employ of any of the subcontractors.” That makes the meaning of “subcontractor” dispositive. With no statutory definition, the Court used:

• Ordinary-meaning evidence from the enactment era (including Black’s Law Dictionary (2d ed. 1910) and other contemporaneous dictionaries), which framed subcontracting as undertaking “work” (labor/services), not selling goods.
• Purpose-based coherence: § 50-6-113(a) targets contracting out “normal work” to avoid compensation liability, as described in Stratton v. United Inter-Mountain Tel. Co. Extending it to routine purchasing would not further that anti-evasion aim.
• Absurd-results avoidance: accepting Tractor Supply’s argument could make any purchaser who accepts delivery of a product secondarily liable for the seller’s workers’ compensation exposure—commercially disruptive and conceptually detached from “contracting out work.”

This interpretive holding is the Opinion’s central doctrinal contribution: Tennessee’s statutory-employer immunity cannot be obtained merely by labeling a seller’s in-store presence as “work” when the underlying relationship is fundamentally that of buyer and seller.

B. Why McVeigh v. Brewer did not settle the question

The Court treated McVeigh v. Brewer as involving service subcontracting in a construction chain. The “furnishing” discussed there was tied to hauling/delivery labor “at the site of the work,” not a vendor’s ancillary delivery tied to a retail sale of its own merchandise. As a result, McVeigh did not answer the modern vendor-vendee question and did not trigger stare decisis or legislative acquiescence constraints.

C. The second doctrinal move: adopting a predominant purpose test for mixed goods/services arrangements

Recognizing that vendor agreements sometimes include meaningful services (beyond mere delivery), the Court adopted a gatekeeping framework: determine whether the overall relationship is predominantly for goods or for services. The Court selected the “predominant purpose” test because it is:

• Familiar and administrable in Tennessee contract law (e.g., Hudson v. Town and Country True Value Hardware, Inc.).
• Flexible, examining the “totality” rather than a single label.
• Predictability-enhancing, allowing courts and counsel to draw on a developed body of mixed-contract jurisprudence.

Crucially, the Court limited the role of written contract language because Tenn. Code Ann. § 50-6-114(a) prevents contracting around workers’ compensation obligations. Thus, the inquiry centers on course of dealing and whether services are incidental to selling goods or instead “substantial services” accompanying a sale.

D. Application: Stanley National’s services were incidental to the sale

Applying the test, the Court emphasized the agreement’s structure and real-world performance:

• The agreement was titled “Vendor Agreement,” repeatedly used “goods,” “purchase orders,” “buyer,” “offered for sale,” “shipment,” “risk of loss,” “recall,” “return”—strong signals of a goods-centered relationship.
• A 2012 addendum required Stanley National to maintain fixtures/POP (restock, appearance, functionality), but these obligations supported the merchandising program and did not change the relationship’s core: supplying products for retail resale.
• Mr. Coblentz’s on-site tasks—inventory checks, placing replenishment orders, tidying displays—were not separately priced as services; they were wrapped into the vendor relationship and treated as merchandising support.

Because the transaction’s predominant purpose was sale of goods, the Court held § 50-6-113(a) never engaged, and it did not proceed to the Lindsey v. Trinity Communications, Inc. tests.

3.3. Impact

A. Recalibrating statutory-employer immunity in retail supply chains

The Opinion meaningfully narrows the ability of retailers and other purchasers to claim workers’ compensation immunity when an injured worker is employed by a vendor. Going forward, defendants cannot leap directly to Lindsey by pointing to in-store activity; they must first show the vendor relationship is predominantly services (or includes substantial services) rather than primarily goods sales.

B. A two-step framework likely to structure future litigation

1. Step 1 (new): Is the alleged subcontractor relationship predominantly a sale of goods (vendor-vendee) or services? If goods predominate and services are incidental, § 50-6-113(a) does not apply.
2. Step 2 (existing): If services predominate, apply Lindsey v. Trinity Communications, Inc. to determine principal-contractor status and statutory employer consequences.

C. Practical effects for contracting and risk allocation

• Retailers/purchasers may face more tort exposure for premises hazards affecting vendor representatives, because exclusive-remedy immunity will not automatically attach.
• Vendors that bundle installation/maintenance programs may, depending on the facts, drift toward “subcontractor” treatment if their services become substantial and predominant—potentially expanding statutory employer arguments in service-heavy supply arrangements.
• Litigation focus will likely shift to evidentiary details about real-world performance, pricing, staffing, and operational expectations (course of dealing), not merely contractual labels.