Ventas, Inc. v. HCP, Inc., No. 09-6385 (6th Cir. 2011)
Annotate this CasePlaintiff and defendant, investment trusts that specialize in healthcare-related properties, participated in a two-step auction to purchase the assets of a Canadian company. The defendant's efforts derailed. Plaintiff entered into an agreement to purchase the assets, but before the agreement was approved by shareholders, the defendant made a higher bid and made a public announcement. After a flurry of press releases and a ruling by a Canadian court concerning a confidentiality clause that was part of the bidding process, the defendant revoked its bid. The stockholders rejected the agreement with the plaintiff; the deal closed after plaintiff increased its bid. The district court awarded the plaintiff $101,672,807 for tortious interference with contract and with prospective advantage. The Sixth Circuit affirmed, but remanded for consideration of punitive damages. The declaratory proceedings in Canada did not preclude the claims at issue. Jury instructions concerning tortious interference involving competitors, motive, causation, and breach of the confidentiality agreement as wrongful conduct were appropriate.
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