63 F.4th 1061
6th Cir.2023Background
- Ruby Tuesday leased a historic Maryville College mansion for corporate use and later sought to transfer its lease interest.
- Ruby Tuesday had a credit agreement with Goldman Sachs that required Goldman's consent before transferring property interests.
- Ruby Tuesday and BNA Associates executed a purchase-and-sale agreement for the lease, which explicitly noted Goldman's required approval.
- Goldman refused to consent, the sale did not close, and the lease eventually became Goldman’s after Ruby Tuesday’s bankruptcy.
- BNA sued Goldman in Tennessee state law for intentional interference with business relations (IIBR); the district court dismissed under Rule 12(b)(6), and BNA appealed.
- BNA conceded it did not plead improper motive and relied on an "improper means" theory (Goldman’s refusal to consent) to state an IIBR claim.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Tennessee IIBR applies to interference with a relationship reduced to a contract | BNA: IIBR should cover interference with its signed purchase-and-sale agreement with Ruby Tuesday | Goldman: IIBR does not reach relationships already reduced to contract (current or prior) | Court: IIBR does not apply to contractual relationships; BNA’s theory fails |
| Whether Goldman's refusal to consent constituted "improper means" under IIBR | BNA: Goldman's denial of consent was an improper means that interfered with BNA’s business relationship | Goldman: It lawfully exercised a contractual consent right; invoking contract rights is not improper | Court: Simply invoking a contractual veto is not "improper means"; BNA failed to plead this element |
Key Cases Cited
- Trau-Med of Am., Inc. v. Allstate Ins. Co., 71 S.W.3d 691 (Tenn. 2002) (defines Tennessee IIBR elements and scope, and limits claim where relationship is contractual)
- Watson's Carpet & Floor Coverings, Inc. v. McCormick, 247 S.W.3d 169 (Tenn. Ct. App. 2007) (discusses inducement of breach as alternative remedy and cautions against undermining freedom to contract)
- Forrester v. Stockstill, 869 S.W.2d 328 (Tenn. 1994) (addresses at-will employment context in interference analysis)
- Radvansky v. City of Olmsted Falls, 395 F.3d 291 (6th Cir. 2005) (failure to raise an argument on appeal results in forfeiture)
- Crouch v. Pepperidge Farm, Inc., [citation="424 F. App'x 456"] (6th Cir. 2011) (applies Trau-Med to bar IIBR where relationship is contractual)
- Reeves v. Hanlon, 95 P.3d 513 (Cal. 2004) (discusses interference in at-will employment settings)
- Maximus Inc. v. Lockheed Info. Mgmt. Sys. Co., 493 S.E.2d 375 (Va. 1997) (state-contract interference context cited for comparison)