Labor & Employment Law Daily Wrap Up, INDIVIDUAL RIGHTS—6th Cir.: Law firm, but not Nashville councilman, was immune from fired lawyer’s suit, (Dec 1, 2025)

By Jason Albright, J.D.

Nashville “officials” had reached out to partners at Baker Donelson, the city’s outside counsel, to ask for “aid and assist[ance]” in keeping a new citizen tax referendum off the ballot.

Baker Donelson, but not a Nashville, Tennessee city councilman, was entitled to qualified immunity against the First Amendment claim of an attorney who was fired by the law firm due to the position he took, as the chair of the county election commission, on a tax referendum the councilman opposed, the Sixth Circuit found. The attorney adequately showed that the councilman took the adverse action “in response to [his] protected activity,” and that it is clearly established that causing an employee’s firing due to his protected speech violates the First Amendment. The firm, however, did not have clear notice that a law firm, or private company, violates the First Amendment by firing an employee when a government client threatens to take its business elsewhere if the employee continues to act adversely to the government. Judge Clay dissented (DeLanis v. Metropolitan Government of Nashville & Davidson County, Nos. 23-5939/5948 (6th Cir. Nov. 24, 2025)).

Local taxes debate. The case, according to the appeals court, emerged from a debate over taxes in Nashville, Tennessee. The Metropolitan Government of Nashville and Davidson County governs the city, and its city council adopted a tax hike in 2020 that would raise property levies by over a third. Some residents opposed the tax increase, and a citizen group circulated a petition to amend Nashville’s charter by referendum to unwind the heightened property taxes and limit future tax increases. The city opposed the referendum because it would repeal the tax increase and tie Nashville’s fiscal hands in the future.

Election Commission. The referendum required the Davidson County Election Commission to determine whether to certify the proposal for a vote. Among other responsibilities, the Election Commission ensures that a petition complies with state law before placing it on the ballot.

Commission chair. The attorney, in turn, held one of the Election Commission’s five seats and served as its chair. In addition to his role as chair of the Election Commission, he worked as an attorney at Baker Donelson.

State declaratory judgment. In handling the petition, the Election Commission asked a Tennessee court for a declaratory judgment over whether it met the criteria to qualify for the ballot. Nashville, for its part, asked the court to prevent the Election Commission from certifying the petition. The Tennessee court concluded that the proposed referendum violated Tennessee law and that the Election Commission did not need to place it on the ballot.

New petition. The residents who opposed the tax increase did not give up. They sought to cure the defects identified by the state court and submitted a new petition to the Election Commission. And the city council again opposed the effort.

Councilman’s proposed poison pill. One of its members proposed a resolution to combat the renewed petition. The councilman’s resolution added a poison pill: if the Election Commission permitted the second tax referendum to go on the ballot, his resolution would add a second election option banning any future tax referendums, thus barring Nashville residents from ever overturning a property tax increase.

The councilman’s efforts did not deter the Election Commission, however. It concluded that the new citizen tax referendum resolved its previous concerns and voted to certify it for the July 2021 ballot. That decision spurred another legal maneuver. The next day, the mayor and another Nashville officer asked a state court to prohibit the Election Commission from approving the new citizen tax referendum.

Outreach to Baker Donelson. Eventually, Nashville “officials” reached out to partners at Baker Donelson, the city’s outside counsel, to ask for “aid and assist[ance]” in keeping the new citizen tax referendum off the ballot.

This request extended to “influencing [the attorney] as a Commissioner and as the Chair of the [Election] Commission.” The firm’s general counsel (GC) emailed the attorney that “we need to have a conversation about the current election commission issues and their impact on the firm’s representation of [Nashville].” He complained to the attorney about “the mess I have to clean up” due to the attorney’s role on the Election Commission. The attorney’s actions, the GC explained, caused Nashville and its school board, “two major clients of the firm,” to threaten to “pull their business,” much to the chagrin of Baker Donelson’s partners. The general counsel also raised potential conflict-of-interest concerns created by the attorney’s roles on the Election Commission and at a law firm representing Nashville.

More controversy. The attorney “stood high ground,” according to the court, but the tax-referendum controversy did not abate, and a Tennessee court eventually sided with Nashville and ruled that the second citizen referendum also suffered from deficiencies that prevented it from appearing on the ballot. The Election Commission scheduled a meeting to decide whether to appeal the ruling, and unspecified city officers or employees asked Baker Donelson to help “ensure” that the Election Commission did not appeal the decision.

Discharge. The day before the Election Commission’s scheduled meeting, the GC “asked” the attorney to abstain from voting on whether to appeal. The GC proposed a meeting with the attorney, who refused to meet without first receiving the meeting’s “purpose” in writing because “further discussions” of his “vote at the election commission meeting today” could “put the law firm and its clients in a questionable legal position.”

The GC responded that the attorney’s time at the firm was coming to an end, leaving him two options: (1) “resigning from the election commission” and staying with the firm for the rest of the fiscal year or (2) “retiring now” from the firm and remaining on the Election Commission. When the attorney asked for more time, the GC fired him, effective immediately. He told the attorney he had “no choice,” which the attorney took to mean that Nashville pressured the firm to “retaliate” against him.

Lawsuit, decision below, and appeal. The attorney sued the GC, Baker Donelson, and Nashville under 42 U.S.C. § 1983 and state law. He alleged First Amendment retaliation, conspiracy to deny his freedom of speech, and violations of various Tennessee constitutional and statutory provisions. The defendants moved to dismiss based on qualified immunity, and the district court rejected their motions. The district court ruled that the councilman violated clearly established federal free-speech law and that the law firm, as a private entity, could not benefit from qualified immunity. The councilman and Baker Donelson both appealed to the Sixth Circuit.

Councilman’s actions. First, the appeals court affirmed the denial of qualified immunity for the councilman. The councilman did not deny that the attorney engaged in protected activity when speaking as chair of the Election Commission, and “When a public official warns a law firm that the city may pull business from it due to the public-office actions of one of its lawyers, that suffices to deter a person ‘of ordinary firmness’ from exercising his First Amendment rights in that office,” the Sixth Circuit observed. Nor could the councilman fairly deny that the attorney’s firing was a “reasonably foreseeable consequence” of his threats to the firm.

The councilman’s conduct also violated clearly established law, according to the appeals court. “We have left no doubt that causing an employee’s firing due to his protected speech violates the First Amendment.”

Law firm. However, the denial of qualified immunity to Baker Donelson was reversed. The attorney, reasoned the appeals court, failed to show that the firm violated clearly established law. “Whether Baker Donelson acted honorably or not in firing [the attorney],” the Sixth Circuit observed, “it did not have clear notice that a law firm (or private company) violates the First Amendment by firing an employee when a government client threatens to take its business elsewhere if the employee continues to act adversely to the government.” The firm “for better or worse, sought to protect its client base, not to punish [the attorney] for his speech.”

Dissent. Dissenting as to as Baker Donelson’s entitlement to qualified immunity, Judge Clay argued that the majority’s extension of qualified immunity to the law firm “marks a significant departure in our longstanding jurisprudence,” which had “long recognized that the defense of qualified immunity is available only to government officials and only where those government officials are sued in their individual capacities.”

The case is Nos. 23-5939/5948.

Judge: Sutton, J.

Attorneys: John I. Harris, III (Schulman, LeRoy & Bennett) for James A. DeLanis. Allison L. Bussell, The Metropolitan Government of Nashville & Davidson County, for Robert J. Mendes.

Companies: Metropolitan Government of Nashville & Davidson County, Tennessee

Cases: IndividualRights Discharge CoverageLiability KentuckyNews MichiganNews OhioNews TennesseeNews