852 F. Supp. 2d 306
W.D.N.Y.2011Background
- Diversified contract dispute between Boston Beer and HFBC asset acquirers OpCo, NAB, and KPS under the Production Agreement.
- OpCo purchased HFBC’s assets in 2009 without assuming HFBC’s obligations under the Production Agreement.
- HFBC later failed to perform; Boston Beer alleged OpCo/NAB/KPS caused breach by acquiring assets.
- Movants moved to dismiss tortious interference claim under Rule 12(b)(6); claim narrowed after withdrawals.
- Court held no plausible tortious interference claim because asset purchase alone did not constitute improper procurement of breach under New York law.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Movants’ asset purchase pleads plausible tortious interference | Boston Beer contends Movants intentionally procured HFBC’s breach | Movants say there was no wrongful, unjustified interference | No plausible claim; dismissal granted for tortious interference |
| Whether alleged conduct fits Restatement § 766, Comment n | Allegations show direct inducement to breach | Purchase without assumption is not inducement per Comment n | Not sufficient; not inducement; asset purchase alone not liable |
| Whether malice is required for tortious interference under NY law | Malice not required by some NY cases | Malice or illegality required | Malice not required; defense allowed under economic interest framework |
Key Cases Cited
- Lama Holding Co. v. Smith Barney Inc., 88 N.Y.2d 413 (1996) (elements of tortious interference with contract; knowledge and intentional procurement)
- NBT Bancorp Inc. v. Fleet/Norstar Financial Group, Inc., 87 N.Y.2d 614 (1996) (intentional interference may be actionable even with lawful conduct)
- Beecher v. Feldstein, 8 A.D.3d 597 (2d Dept. 2004) (no liability where actions merely incidental to breach; cannot prove procurement)
- Union Carbide Corp. v. Montell N.V., 944 F.Supp. 1119 (S.D.N.Y. 1996) (knowledge that breach will occur; intent to induce breach)
- Planet Payment, Inc. v. Nova Information Sys., Inc., 2011 WL 1636921 (S.D.N.Y. 2011) (cited for the principle that asset purchase without assuming contract generally not liable)