Cohen v. Battaglia, 293 P.3d 752

Battaglia owned 20% of BDC and 2222 BAG shares; sold BDC stock to Cass and the Cohen Trust plus a Redención Transaction with a secured promissory note; pledge secured Battaglia’s interest; termination date released consent requirements after obligations performed.
Cohen and Cass trusts later sold 100% of BDC and BAG assets to Group 1 Automotive; sale required Battaglia’s consent only if his security interest remained, which depended on note performance.
Battaglia filed a Missouri action alleging trustees breached fiduciary duties and manipulated BAG/BDC; he sent Group 1 a copy of the petition and invited inquiry.
Group 1 postponed closing and demanded indemnification, escrow, and adjustments; the trustees incurred substantial attorney fees.
District court dismissed the tortious interference claims with reference to Restatement § 773; Court of Appeals affirmed on a different ground under Restatement § 772; trustees sought review of § 772 adoption and its application.
This Court reverses and remands, holding the panel improperly resolved factual issues on a dispositive motion and that § 772’s application to Accurso’s conduct could not be determined on dismissal.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether §772 should govern Kansas tortious interference claims.	Trustees: adopt §772(a) and dismissal appropriate.	Battaglia: §772 governs disclosures; information may be privileged.	No, adopt §772 invalid here; remand for factual development.
Whether Accurso’s dissemination of the Missouri action to Group 1 was actionable under §772(a).	Trustees: communication interfered with Group 1’s closing.	Battaglia: disclosure of a true suit is non-actionable.	Factual dispute; dismissal improper on §772; remand.
Whether the Missouri action could be the basis for tortious interference given early-stage facts.	Trustees relied on petition–allegations.	Battaglia: suit cannot support liability if contested.	Dispositive factual issues require reexamination on remand.

Turner v. Halliburton Co., 240 Kan. 1, 722 P.2d 1106 (1986) (Kan. 1986) (seven-factor test for improper interference; privilege/justification considerations)
ARY Jewelers v. Krigel, 277 Kan. 27, 82 P.3d 460 (2003) (Kan. 2003) (fact-specific inquiry; early-stage litigation facts unresolved on motion to dismiss)
Seaboard Corp. v. Marsh Inc., 295 Kan. 384, 284 P.3d 314 (2012) (Kan. 2012) (facts cannot be resolved to resolve disputes on motion to dismiss)
Lee Builders, Inc. v. Farm Bureau Mut. Ins. Co., 281 Kan. 844, 137 P.3d 486 (2006) (Kan. 2006) (issues not raised in petition for review not considered)
Osterhaus v. Toth, 291 Kan. 759, 249 P.3d 888 (2011) (Kan. 2011) (summary judgments generally defer to well-pleaded facts)