Schinkel v. Maxi-Holding, Inc.
565 N.E.2d 1219 (1991)
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Rule of Law:
A claim for tortious interference with a contract is not established unless the defendant's interference is wrongful by some measure beyond the act of interference itself, such as through improper motives or means. Additionally, an oral agreement modifying payment terms of a subsequent written contract may be enforceable where the parties' conduct after signing conforms to the oral modification.
Facts:
- A plaintiff, a Massachusetts resident, worked as a consultant for Maxi-Holding, Inc. (Maxi) and its Finnish parent company, Rake Oy, which was controlled by the defendant Cederberg.
- In 1987, the plaintiff and Maxi entered into a management services contract and a share purchase contract, which Cederberg signed for Maxi.
- The written share purchase contract required the plaintiff to pay $70,000 for 10% of Maxi's stock in two installments.
- Before signing the written contract, the parties orally agreed the plaintiff could defer payment for the shares until his 1986 compensation was determined, and then pay the difference.
- A corporate lawyer for Rake Oy sent a communication to the plaintiff stating that the payment term was 'flexible'.
- After the plaintiff's 1986 compensation was calculated to be $55,000, he tendered the difference to Maxi, which Maxi accepted by cashing his check for $20,000 and later refunding him $5,000.
- Despite receiving payment that conformed to the oral agreement, Cederberg and Maxi refused to issue the shares to the plaintiff.
- The defendants then made plans to sell all of Maxi's assets, which would enhance the value of its shares.
Procedural Posture:
- The plaintiff filed an amended complaint against Maxi-Holding, Inc. and its chief executive officer, Cederberg, in a Massachusetts trial court.
- Maxi filed a motion to dismiss counts one (breach of contract), two (fraud), and three (G.L. c. 93A) for failure to state a claim upon which relief could be granted.
- Cederberg filed a motion to dismiss all four counts, adding defenses of lack of personal jurisdiction and improper service of process.
- The trial court judge allowed the motions and dismissed all counts against both defendants.
- The plaintiff appealed the dismissal of the counts to the Massachusetts Appeals Court.
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Issue:
Does a corporate officer's act of causing the corporation to breach a contract, without more, constitute tortious interference with that contract?
Opinions:
Majority - Armstrong, J.
No, a corporate officer's act of causing the corporation to breach a contract does not, by itself, constitute tortious interference. The court affirmed the dismissal of the tortious interference claim (Count 4), holding that liability requires the interference to be wrongful by some measure beyond the breach itself, such as improper motive or improper means. The plaintiff's complaint did not allege such wrongfulness; the alleged fraud related to inducing the plaintiff to enter the contract, not inducing the corporation's subsequent breach. However, the court reversed the dismissal of the other counts. The breach of contract claim (Count 1) should not have been dismissed on parol evidence grounds because the parties' conduct after signing the contract—Maxi's acceptance of payment according to the oral side deal—could be inferred as a ratification of that oral modification. The fraud claim (Count 2) was sufficiently pleaded because a false statement of present intent to perform a future act (Cederberg's promise to issue shares) is a valid basis for fraud. Finally, dismissal of the Chapter 93A claim (Count 3) was premature because the legal questions of whether the consultant relationship was exempt as 'employment' or whether the securities transaction was preempted were too fact-dependent to be decided on a motion to dismiss.
Analysis:
This decision clarifies the heightened standard in Massachusetts for proving tortious interference with a contract against a corporate officer, cementing the rule from United Truck Leasing Corp. v. Geltman. It establishes that merely causing a company to breach a contract is insufficient; a plaintiff must plead and prove that the officer's actions were independently wrongful, for instance, driven by personal malice or involving deceitful methods used to procure the breach. The ruling also underscores that the parol evidence rule is not an absolute bar to enforcing oral agreements that modify written contracts, especially when subsequent conduct by both parties demonstrates their intent to be bound by the oral terms. This makes it more difficult for defendants to obtain early dismissals of contract claims where such conduct is alleged.
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