tortious interference claim in Delaware

2023R. 12(b). 86 Bhole, Inc. v. Shore Investments, Inc., 67 A.3d 444, 453 (Del. 2013). 87 Id. 88 Digi’s Motion to Dismiss (“Mot.”) at 10. 89 Digi’s Reply Brief in Support of Motion to Dismiss (“Reply”) at 7. 15 DLS argues that their claim for tortious interference relates back because Count III “arises from the exact same occurrence as plead[sic] in the Complaint” and as such, International was on notice that they could later be subject to a tortious interference claim arising from the same facts.90 DLS relies on the Court’s ruling in Ashland v. Samuel J.

2023R. 12(b). 86 Bhole, Inc. v. Shore Investments, Inc., 67 A.3d 444, 453 (Del. 2013). 87 Id. 88 Digi’s Motion to Dismiss (“Mot.”) at 10. 89 Digi’s Reply Brief in Support of Motion to Dismiss (“Reply”) at 7. 15 DLS argues that their claim for tortious interference relates back because Count III “arises from the exact same occurrence as plead[sic] in the Complaint” and as such, International was on notice that they could later be subject to a tortious interference claim arising from the same facts.90 DLS relies on the Court’s ruling in Ashland v. Samuel J.

2025Mgmt., L.P., 49 A.3d 1168 , 1174 (Del. 2012); ASDI, Inc. v. Beard Rsch., Inc., 11 A.3d 749, 751 (Del. 2010). 298 Restatement (Second) of Torts § 766 (A.L.I. 1979). 84 justification, (5) that causes injury.299 Without an underlying breach of contract, a tortious interference claim is not viable.300 The intentional act causing the breach need not be tortious, only intentional.301 An independently tortious method of interference makes a finding of improper interference more likely, so “the nature of [the] conduct is an important factor,” but a tortious method of interference is not required.302 F

2022As discussed above, Section 766 defines the elements of a tortious interference claim: the plaintiff must show that the defendant knew of a contract involving the plaintiff, intentionally and improperly interfered with it, and was a significant factor in causing the contract to be breached or otherwise terminated.158 Next, Section 767 establishes seven “factors to consider in determining if intentional interference with another’s contract is improper or without justification.”159 These factors are: (a) the nature of the actor’s conduct, (b) the actor’s motive, (c) the interests of the other wi

2025Ct. July 1, 2024) (“One of the elements required for a claim for fraudulent inducement is a false representation of material fact.”). 138 DMSJ at 25 (citing Sanders Dec. ¶ 23; DMSJ, Ex. 26). 139 See DMSJ Opp’n at 24-30. 140 Lesh, 2013 WL 2470308 , at *3. 141 Compl. ¶¶ 69-74. -22- information necessary for Cercacor’s due diligence investigation, and ignoring Cercacor’s attempts to reach a final agreement[.]”142 To prevail on a tortious interference claim, the complainer must show “(1) a contract, (2) about which defendant knew and (3) an intentional act that is a significant factor in causing t

2025Ct. July 1, 2024) (“One of the elements required for a claim for fraudulent inducement is a false representation of material fact.”). 138 DMSJ at 25 (citing Sanders Dec. ¶ 23; DMSJ, Ex. 26). 139 See DMSJ Opp’n at 24-30. 140 Lesh, 2013 WL 2470308 , at *3. 141 Compl. ¶¶ 69-74. -22- information necessary for Cercacor’s due diligence investigation, and ignoring Cercacor’s attempts to reach a final agreement[.]”142 To prevail on a tortious interference claim, the complainer must show “(1) a contract, (2) about which defendant knew and (3) an intentional act that is a significant factor in causing t

2025Count IV—the tortious interference claim that the Majority remands to the Court of Chancery—necessarily fails because there is no underlying breach of contract, an essential element of a tortious interference claim.156 And we agree with our colleagues in the Majority that the record does not 156 See WaveDivision Holdings, LLC v. Highland Capital Mgmt., L.P., 49 A.3d 1168 , 1174 (Del. 2012) (holding that to prevail in a tortious interference with contract claim, a plaintiff must show “(1) there was a contract, (2) about which the particular defendant knew, (3) an intentional act that was a sign

2019Although the court dismissed the tortious interference claim because there was no underlying breach of contract, in discussing a claim of civil conspiracy among business entities under common control, the court specifically noted, “[i]n this case, there is no doubt that the complaint pleads facts that satisfy . . . the bad faith standard articulated in Shearin.” Id. 175 Id. at 1026–29. 176 Id. at 1040 . 177 Id. at 1041 ; Compl. ¶¶ 197–98. 38 subsidiary to itself in a bad faith manner . . . .”178 Riverstone is not alleged to have caused Talen Montana to breach the Separation Agreement because i

2021Jan. 29, 2015) (“[A] party to a contract cannot interfere with its own contractual relations, and affiliates can be understood to share that contractual interest.” (citation omitted)). 94 See, e.g., Renco, 2015 WL 394011 , at *9 (rejecting a tortious interference claim on affiliate privilege grounds and observing “[t]he standard for finding liability for controllers must be high -19- so, in accord therewith, Delaware courts will “balance the important policies served by a claim for tortious interference with contract against the similarly important policies served by the corporate form” when e

2018The claim remains. 115 Feeley v. NHAOCG, LLC, 62 A.3d 649, 658 (Del.

2021Jan. 29, 2015) (“[A] party to a contract cannot interfere with its own contractual relations, and affiliates can be understood to share that contractual interest.” (citation omitted)). 94 See, e.g., Renco, 2015 WL 394011 , at *9 (rejecting a tortious interference claim on affiliate privilege grounds and observing “[t]he standard for finding liability for controllers must be high -19- so, in accord therewith, Delaware courts will “balance the important policies served by a claim for tortious interference with contract against the similarly important policies served by the corporate form” when e

2019Section 766 requires that the contract that forms the subject of a tortious interference claim be between “another and a third person,” but that requirement reflects the noncontroversial proposition that “a party to a contract cannot be liable both for breach of [a] contract and for inducing that breach.” RESTATEMENT (SECOND) OF TORTS § 766 (1979), Westlaw (database updated June 2019); see Bhole, Inc., 67 A.3d at 453 (alteration in original) (internal quotation marks omitted); Shearin, 652 A.2d at 590 .

2022As discussed above, Section 766 defines the elements of a tortious interference claim: the plaintiff must show that the defendant knew of a contract involving the plaintiff, intentionally and improperly interfered with it, and was a significant factor in causing the contract to be breached or otherwise terminated.158 Next, Section 767 establishes seven “factors to consider in determining if intentional interference with another’s contract is improper or without justification.”159 These factors are: (a) the nature of the actor’s conduct, (b) the actor’s motive, (c) the interests of the other wi

2014See Irwin, 532 A.2d at 992 . ―Knowledge of the contract itself is insufficient to establish a tortious interference claim‖; the actor also must intend to interfere.

2016Ch. 2008). 29 Wallace, 752 A.2d at 1180 . 19 significant factor in causing the breach of such contract (4) without justification (5) which causes injury.”30 I note that Huff Energy failed to plead a tortious interference count in the Complaint and this Court does not countenance efforts to raise causes of action for the first time in a brief filed in opposition to a case dispositive motion.31 Even if Huff Energy had expressly pled a tortious interference claim in a separate count, there are no facts pled in the Complaint that would support it.

2016Ch. 2008). 29 Wallace, 752 A.2d at 1180 . 19 significant factor in causing the breach of such contract (4) without justification (5) which causes injury.”30 I note that Huff Energy failed to plead a tortious interference count in the Complaint and this Court does not countenance efforts to raise causes of action for the first time in a brief filed in opposition to a case dispositive motion.31 Even if Huff Energy had expressly pled a tortious interference claim in a separate count, there are no facts pled in the Complaint that would support it.

2024Under the Good Faith View, the tortious interference claim fails because Loews did not engage in improper interference. 240 Meinhard v. Salmon, 249 N.Y. 458, 464 (N.Y. 1928). 241 See Supr.

2024“A tortious-interference claim typically accrues ‘at the date of the wrongful act.”’ DC Comics, 938 F. Supp. 2d at 948 (citation omitted). “[I]n no event does a claim accrue ‘later than the actual breach of contract by the party who was wrongfully induced to breach,’ because the breach is the culmination of the alleged wrong.” Id. (citation omitted); see also Redisegno.com, S.A. de C.V. v. Barracuda Networks, Inc., 2020 WL 3971622 , at *2-3 (N.D.

2024“A tortious-interference claim typically accrues ‘at the date of the wrongful act.”’ DC Comics, 938 F. Supp. 2d at 948 (citation omitted). “[I]n no event does a claim accrue ‘later than the actual breach of contract by the party who was wrongfully induced to breach,’ because the breach is the culmination of the alleged wrong.” Id. (citation omitted); see also Redisegno.com, S.A. de C.V. v. Barracuda Networks, Inc., 2020 WL 3971622 , at *2-3 (N.D.

2024Cal. July 14, 2020) (“Under California law, the two-year statute of limitations begins to run no later than the date of the breach or termination of the underlying contract.” (citing Forcier v. Microsoft Corp., 123 F. Supp. 2d 520, 530 (N.D.

2023Opp’n Br. 11. 30 In re Bocchino, 794 F.3d 376, 383 (3d Cir. 2015) (quoting Exxon Co., U.S.A. v. Sofec, Inc., 517 U.S. 830 , 837 (1996)). 31 Duphily v. Delaware Elec.

2022In Hoover v. Van Stone, the federal district court granted summary judgment on claims including tortious interference with a contractual relationship, when the tortious interference claim was indeed based on defamatory statements.39 In Barker 34 Barker v. Huang, 610 A.2d 1341, 1345 (Del. 1992) (emphasis added) (citations omitted). 35 Reply Br. at 17; see Def.’s Mot. to Dismiss at 18. 36 610 A.2d 1341 (Del. 1992). 37 540 F.Supp. 1118 (D.

2022In Hoover v. Van Stone, the federal district court granted summary judgment on claims including tortious interference with a contractual relationship, when the tortious interference claim was indeed based on defamatory statements.39 In Barker 34 Barker v. Huang, 610 A.2d 1341, 1345 (Del. 1992) (emphasis added) (citations omitted). 35 Reply Br. at 17; see Def.’s Mot. to Dismiss at 18. 36 610 A.2d 1341 (Del. 1992). 37 540 F.Supp. 1118 (D.

2022In Hoover v. Van Stone, the federal district court granted summary judgment on claims including tortious interference with a contractual relationship, when the tortious interference claim was indeed based on defamatory statements.39 In Barker 34 Barker v. Huang, 610 A.2d 1341, 1345 (Del. 1992) (emphasis added) (citations omitted). 35 Reply Br. at 17; see Def.’s Mot. to Dismiss at 18. 36 610 A.2d 1341 (Del. 1992). 37 540 F.Supp. 1118 (D.

2022Mar. 31, 2010) (dismissing a tortious interference claim where the complaint “simply states the elements required to plead a tortious interference claim without reference to the specific conduct that sets forth the allegations”); Kuroda v. SPJS Holdings, L.L.C., 971 A.2d 872, 855 (Del.

2022In aiding and abetting claims, a third-party knows the counterparty has fiduciary obligations and helps participate in that counterparty’s breach of those obligations.124 If the fiduciary obligation does not exist, the other party may negotiate at arms-length for its own financial benefit with no concern for the extent to which the contract might be detrimental to the counter-party.125 Here, the only reasonable inference from the 123 See Aspen Advisors LLC v. United Artists Theatre Co., 843 A.2d 697, 713 (Del.

2022Super.) (citing Doe v. Cahill, 884 A.2d 451, 458 (Del.)). 4 Spence, 396 A.2d at 968 . 5 ANALYSIS The Court of Chancery has held that Utah law governs this action.5 Under Utah law, the UTSA “preempts ‘conflicting tort, restitutionary, and other law[s] of [Utah] providing civil remedies for misappropriation of a trade secret.’”6 “UTSA preemption reaches any state law claim that is based on allegations of misuse of confidential information, regardless of whether the claim contains additional, separate allegations.”7 The purpose of the preemption provision is to streamline trade secret law by pres

2021A tortious interference claim cannot survive if the claim is premised solely on statements that are protected by the First Amendment because the exercise of constitutionally protected speech cannot be an “improper” or “wrongful” action. 168 Because Candace Owens is a public figure, the First 165 Id. at *6. 166 Id. at *7. 167 Id. 168 See TMJ Implants, Inc. v. Aetna, Inc., 498 F.3d 1175, 1201 (10th Cir.2007) (concluding that as the statements that allegedly caused the tortious interference claim is protected by the First Amendment, the tortious interference claim is not actionable); Redco Corp.

2021Ch. 2009); see also Malpiede v. Townson, 780 A.2d 1075, 1100 (Del. 2001) (upholding the trial courts dismissal of a tortious interference claim because the defendant corrected a misrepresentation before the plaintiff accepted the defendant’s offer). 89 Compl. ¶¶ 35-37, 53-55. 90 See, e.g., Amend Compl.

2021In the United States Supreme Court’s landmark case, N.A.A.C.P. v. Claiborne Hardware Co.,170 the plaintiffs filed claims, among which was “the tort of malicious interference with respondents’ businesses.” 171 The plaintiffs alleged that their businesses had been damaged because of civil rights boycotts by the defendants. 172 The Supreme Court found that the defendants were not liable in damages for the results of their nonviolent activity protected by the First Amendment.173 The Court explained that “[w]hile the State legitimately may impose damages for the consequences of violent conduct, it

2021A tortious interference claim cannot survive if the claim is premised solely on statements that are protected by the First Amendment because the exercise of constitutionally protected speech cannot be an “improper” or “wrongful” action. 168 Because Candace Owens is a public figure, the First 165 Id. at *6. 166 Id. at *7. 167 Id. 168 See TMJ Implants, Inc. v. Aetna, Inc., 498 F.3d 1175, 1201 (10th Cir.2007) (concluding that as the statements that allegedly caused the tortious interference claim is protected by the First Amendment, the tortious interference claim is not actionable); Redco Corp.

2021See RESTATEMENT (SECOND) OF CONFLICT OF LAWS § 6 (1971). 182 ASDI, Inc. v. Beard Research, Inc., 11 A.3d 749, 751 (Del. 2010). 183 WaveDivision Holdings, LLC, 2011 WL 5314507 , at *6. 184 Beard Research Inc., v. Kates, ASDI, Inc. 8 A.3d 573, 607 (Del.

2021Coca-Cola’s Mot. at 17. 186 Id. 187 The following factors help Delaware courts decide whether the act was “without justification:” (a) the nature of actor’s conduct; (b) the actor’s motive; (c) the interest of the other with which the actor’s conduct interferes; (d) the interests sought to be advanced by the actor; (e) the social interest in protecting the freedom of action of the actor and the contractual interests of the other; (f) the proximity or remoteness of the actor’s conduct to the interference; and (g) the relationships between the parties.