PRESENT: Hassell, C.J., Keenan, Koontz, Kinser, Goodwyn and
Millette, JJ., and Russell, S.J.
Record No. 072418
JUSTICE S. BERNARD GOODWYN
JANUARY 16, 2009
MRC CONSULTING, L.C.
FROM THE CIRCUIT COURT OF THE CITY OF NORFOLK
Charles E. Poston, Judge
In this appeal, we consider whether a defendant must act
with the intent to interfere with a contract to which the
plaintiff was a party in order for the plaintiff to have a
claim against that defendant for tortious interference with
MRC Consulting, L.C. (“MRC”) filed a complaint in the
Circuit Court of the City of Norfolk purporting to state a
cause of action against DurretteBradshaw, P.C.
(“DurretteBradshaw”) for tortious interference with a
contractual relationship between SouthStar Systems, Inc.
(“SouthStar”) and MRC.
DurretteBradshaw filed a demurrer,
asserting that MRC’s complaint did not state a cause of action
against DurretteBradshaw for tortious interference with the
contract between SouthStar and MRC, because MRC did not allege
that DurretteBradshaw intended to interfere with the contract
between MRC and SouthStar.
The circuit court overruled the
The matter proceeded to trial before a jury.
jury returned a verdict in favor of MRC in the amount of
$253,875.72, and the circuit court entered a judgment
confirming that verdict.
DurretteBradshaw appeals. ∗
The principles of appellate review that guide our
consideration of this appeal are well-settled.
admits the truth of the facts contained in the pleading to
which it is addressed, as well as any facts that may be
reasonably and fairly implied and inferred from those
A demurrer does not, however, admit the
correctness of the pleader’s conclusions of law.”
v. St. John’s Wood Apts., 261 Va. 97, 102, 540 S.E.2d 134, 13637 (2001) (internal citation omitted).
Accordingly, we will
consider the facts stated, and those reasonably inferred from
the complaint, in a light most favorable to the plaintiff, but
we will review the sufficiency of the legal conclusions
ascribed to those facts de novo.
Id. at 102, 540 S.E.2d at
Applying this standard, the relevant facts and legal
conclusions in the plaintiff’s complaint are as follows.
SouthStar entered a contract (“SouthStar/SEI contract”) with
The Court will not address any of DurretteBradshaw’s
assignments of error other than that concerning the demurrer
because resolution of that assignment of error is dispositive.
See, e.g., Lynchburg Div. of Soc. Servs. v. Cook, 276 Va. 465,
477, 666 S.E.2d 361, 367 (2008); Pryor v. Commonwealth, 276 Va.
312, 316 n.1, 661 S.E.2d 820, 821 n.1 (2008).
Spring Engineers of Dallas, Ltd., t/a SEI Metalforms, Ltd.
(“SEI”) that involved the sale of 5,000 computer communication
boards from SouthStar to SEI at the price of $205 each, for a
total contract price of $1,025,000.
SouthStar expected to
realize a profit of $200 per unit.
Before the contract could be fulfilled, SouthStar suffered
a casualty loss to its inventory of communication boards.
SouthStar presented a claim to Maryland Casualty Company, its
insurer, for business interruption and lost profits concerning
the SouthStar/SEI contract.
Maryland Casualty did not pay the
To fulfill the obligation it had to SEI, and to mitigate
its loss, SouthStar enlisted the assistance of MRC.
to fund the redesign of communication boards to meet SEI’s
requirements, and to pay the cost to manufacture those boards.
In exchange, SouthStar agreed to buy the boards it needed for
the SouthStar/SEI contract from MRC for $102.50 each.
expected to realize a profit of $500,000 on the transaction.
Represented by DurretteBradshaw, Maryland Casualty filed a
declaratory judgment action seeking a determination that
Maryland Casualty was not required to pay SouthStar’s business
interruption and lost profit claims.
representation of Maryland Casualty, one of DurretteBradshaw’s
attorneys, acting within the scope of his employment,
purposefully disclosed to SEI confidential information
DurretteBradshaw had obtained about SouthStar while
investigating the insurance claim.
The attorney purportedly
made this disclosure hoping that SEI would cancel the
SEI was informed about SouthStar’s
large profit margin and that SouthStar was financially unable
to perform its contract with SEI.
After the disclosure, SEI
did, in fact, cancel the SouthStar/SEI contract, eliminating
SouthStar’s claim for business interruption and lost profits
under its Maryland Casualty policy.
MRC alleged, in its complaint, that when DurretteBradshaw
disclosed the confidential information to SEI, DurretteBradshaw
knew of MRC’s contract with SouthStar and MRC’s involvement in
the performance of the SouthStar/SEI contract.
that DurretteBradshaw intentionally interfered with the
SouthStar/SEI contract, knowing of the obvious impact of that
interference, not only on SouthStar, but on MRC as well.
claimed that, as a result of DurretteBradshaw’s interference
with the SouthStar/SEI contract, MRC lost the profits it would
have made from its contract with SouthStar, and thus was
entitled to damages because of DurretteBradshaw’s actions.
DurretteBradshaw contends that the circuit court erred
when it overruled DurretteBradshaw’s demurrer to MRC’s
DurretteBradshaw argues that its demurrer should
have been sustained because MRC did not plead that
DurretteBradshaw intended to affect MRC when it disclosed
information about SouthStar to SEI.
MRC counters that its
complaint states a cause of action for tortious interference
because the complaint contains allegations that
DurretteBradshaw intentionally interfered with the
SouthStar/SEI contract, knowing the obvious impact such
interference would have upon the contract MRC had with
In Chaves v. Johnson, 230 Va. 112, 335 S.E.2d 97 (1985),
this Court expressly recognized that the cause of action for
tortious interference with contract rights is succinctly
described in the Restatement (Second) of Torts § 766 (1977):
Intentional Interference with Performance
of Contract by Third Party
One who intentionally and improperly interferes with
the performance of a contract (except a contract to
marry) between another and a third person by inducing
or otherwise causing the third person not to perform
the contract, is subject to liability to the other
for the pecuniary loss resulting to the other from
the failure of the third person to perform the
Chaves, 230 Va. at 120, 335 S.E.2d at 102.
This Court, in Chaves, stated the elements necessary to
support a cause of action for tortious interference with
The elements required for a prima facie
showing of the tort are:
(i) the existence of a valid
contractual relationship or business expectancy; (ii) knowledge
of the relationship or expectancy on the part of the
interferor; (iii) intentional interference inducing or causing
a breach or termination of the relationship or expectancy; and
(iv) resultant damage to the party whose relationship or
expectancy has been disrupted.
MRC alleged that a contract existed between SouthStar and
MRC, that DurretteBradshaw knew of this relationship, and that
MRC lost the profits it would have made if the contract between
MRC and SouthStar had been fulfilled.
The resolution of this
appeal hinges upon whether MRC’s complaint alleges an act that
constitutes “intentional interference inducing or causing a
breach or termination of the relationship or expectancy”
between MRC and SouthStar.
DurretteBradshaw argues that the intentional interference
inducing the breach or termination of the contract must be
intentional interference with the specific contract for which
the plaintiff claims damages.
that MRC’s complaint is insufficient because it fails to allege
that DurretteBradshaw’s actions were intended to induce or
cause a breach of the contract between MRC and SouthStar.
on the other hand, claims that a plaintiff need only plead
intentional action, on the part of the defendant, with the
knowledge such action will result in a breach or termination of
the plaintiff’s relationship or expectancy; the defendant’s
purposeful act need not be with the intent to disrupt the
plaintiff’s relationship or expectancy.
Thus, according to
MRC, it stated a cause of action for tortious interference
against DurretteBradshaw by alleging intentional interference
by DurretteBradshaw with the SouthStar/SEI contract, and
alleging that such interference resulted in the breach or
termination of MRC’s relationship or expectancy with SouthStar,
the existence of which DurretteBradshaw was aware.
This Court applied § 766 of the Restatement (Second) of
Torts in Chaves.
We find the commentary accompanying § 766 of
the Restatement (Second) of Torts to be instructive.
The plaintiff relies on Comment j to § 766 of the
Restatement in support of its theory of the case.
j. Intent and purpose. The rule stated in this
Section is applicable if the actor acts for the
primary purpose of interfering with the performance
of the contract, and also if he desires to interfere,
even though he acts for some other purpose in
addition. The rule is broader, however, in its
application than to cases in which the defendant has
acted with this purpose or desire. It applies also
to intentional interference, . . . in which the actor
does not act for the purpose of interfering with the
contract or desire it but knows that the interference
is certain or substantially certain to occur as a
result of his action. The rule applies, in other
words, to an interference that is incidental to the
actor’s independent purpose and desire but known to
him to be a necessary consequence of his action.
Restatement (Second) of Torts § 766, cmt. j (1979).
However, Comment p to § 766 of the Restatement further
explains § 766 by stating:
The person protected by the rule stated in [§ 766] is
the specified person with whom the third person had a
contract that the actor caused him not to perform.
To subject the actor to liability under this rule,
his conduct must be intended to affect the contract
of a specific person. It is not enough that one has
been prevented from obtaining performance of a
contract as a result of the actor’s conduct. (Cf.
§ 766A). Thus, if A induces B to break a contract
with C, persons other than C who may be harmed by the
action as, for example, his employees or suppliers,
are not within the scope of the protection afforded
by this rule, unless A intends to affect them. Even
then they may not be able to recover unless A acted
for the purpose of interfering with their contracts.
Restatement (Second) of Torts § 766, cmt. p (1979).
Reading these Comments harmoniously, it is clear that
Comment j states the intended parameters of the cause of
action for tortious interference with contract rights, and
Comment p delineates the persons the cause of action is
intended to protect.
Comment p makes it clear that,
unlike a party to the contract that the defendant induced
a third person not to perform, a plaintiff who is not a
party to such contract must prove that the defendant acted
with the purpose of interfering with the plaintiff’s
contract, in order to maintain a cause of action for
tortious interference with contract rights against that
Thus, if DurretteBradshaw induced SEI to break
its contract with SouthStar, persons or entities other
than SouthStar, such as MRC, who may have been harmed by
DurretteBradshaw’s act, may not maintain a cause of action
for tortious interference with contract against
DurretteBradshaw, unless such persons or entities can
prove that DurretteBradshaw interfered with the
SouthStar/SEI contract for the purpose of interfering with
the contract of that person or entity.
MRC states in its complaint that DurretteBradshaw,
with knowledge of the contract between MRC and SouthStar,
induced SEI to break the SouthStar/SEI contract.
not allege that DurretteBradshaw intended to affect MRC’s
contract with SouthStar or that DurretteBradshaw acted
with the purpose of interfering with that contract.
Because MRC did not plead facts supporting such an
intention, we hold that MRC did not sufficiently state a
cause of action against DurretteBradshaw for tortious
interference with MRC’s contract with SouthStar.
For the foregoing reasons, we hold that the circuit
court erred in overruling DurretteBradshaw’s demurrer.
Accordingly, we will reverse the judgment of the circuit
court and enter final judgment in favor of
Reversed and final judgment.