Kable Products Services, Inc. v. TNG GP
N16C-05-194 PRW CCLD
| Del. Super. Ct. | Jun 13, 2017Background
- Kable sued TNG GP, Comag Marketing Group, LLC, and Hudson News Distributors, LLC for conspiracy and tortious interference.
- The December MSA between Kable and HG Wholesale was intended to replace the prior November MSA and depend on HG Wholesale’s status with Comag as an approved wholesaler.
- Defendants argued the December MSA is an option contract and that the alleged act (denial of HG Wholesale’s approval) was privileged competition.
- Kable alleged coordinated efforts by Defendants to pressure HG Wholesale and cause breach of the December MSA, affecting Kable’s economics.
- The court granted Motions to Dismiss, holding no valid contract or actionable interference was pled, and thus no civil conspiracy.
- The decision analyzed tortious interference with contract and with prospective contractual relations, applying Restatement and Delaware jurisprudence to determine privilege and causation.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Tortious interference with contract requires a valid contract. | Kable contends a valid December MSA existed and was interfered with. | Defendants claim the December MSA was an option contract not enforceable by Kable. | No valid enforceable contract pled; December MSA treated as option until contingencies occur. |
| Was there intentional interference with a contract? | Defendants’ actions caused breach of the December MSA. | Defendants were privileged competitors; mere denial or competition is not improper interference. | Action privileged; no improper interference established. |
| Tortious interference with prospective contractual relations. | Kable alleged a reasonable probability of future contracts affected by Defendants’ conduct. | Privilege to compete bars improper interference with prospective relations; no concrete opportunities pled. | No reasonable probability of prospective business or improper interference shown. |
| Civil conspiracy requires an underlying tort. | Defendants conspired to deprive Kable of market access. | No underlying tort since counts I–III fail; no conspiracy without tort. | Conspiracy claim fails as underlying torts are not stated. |
Key Cases Cited
- Ramunno v. Cawley, 705 A.2d 1019 (Del. 1998) (civil conspiracy requires underlying tort; not shown here)
- Nicolet, Inc. v. Nutt, 525 A.2d 146 (Del. 1987) (elements for tortious interference and related claims)
- Kuroda v. SPJS Holdings, 971 A.2d 872 (Del. Ch. 2009) (distinguishes sufficiency of damages and derivative claims in interference)