Mark Palla v. Bio-One, Inc. Aydemir Arapoglu, and Transtrade, LLC
2014 Tex. App. LEXIS 2069
| Tex. App. | 2014Background
- Mark Palla contracted with Bio-One in December 2005 to receive commissions for sales that he, his contacts, or associated companies (including Transtrade) generated in certain territories.
- Palla helped develop the Bio-One–Transtrade relationship through Transtrade employee Aydemir Arapoglu.
- Arapoglu severed ties with Palla in 2007; Palla later alleged Arapoglu and Transtrade intentionally interfered to cut him out of commission payments.
- Jury found Bio-One breached the commission agreement and awarded Palla $278,718.28 for breach; jury found Arapoglu and Transtrade intentionally interfered and awarded $100,000 for that tort.
- Palla moved to disregard the $100,000 tort award, arguing tort damages should equal the contract breach damages (benefit-of-the-bargain), and sought a judgment holding all defendants jointly and severally liable for $278,718.28.
- Trial court denied the motion; the court of appeals affirmed, holding the record did not show Arapoglu/Transtrade proximately caused the full amount of contract damages and the jury reasonably apportioned damages.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Proper measure of damages for tortious interference with contract | Palla: tort damages should equal benefit-of-the-bargain breach damages ($278,718.28) | Appellees: jury separately and properly assessed damages proximately caused by interference ($100,000) | Held: Tort damages limited to those proximately caused by interference; jury could reasonably award less than total breach damages. |
| Joint and several liability for full contract damages against all defendants | Palla: All defendants (Bio-One, Arapoglu, Transtrade) are jointly and severally liable for the full breach award | Appellees: No basis in record showing interference caused entire breach amount; jury apportioned liability | Held: No reversible error; trial court correctly entered joint/several liability only for the $100,000 tort award and separate breach damages against Bio-One. |
Key Cases Cited
- Am. Nat’l. Petroleum Co. v. Transcontinental Gas Pipe Line Corp., 798 S.W.2d 274 (Tex. 1990) (measure of tortious-interference damages generally equals contract damages to put plaintiff in same economic position)
- Sandare Chem. Co. v. WAKO Int’l, Inc., 820 S.W.2d 21 (Tex. App.—Fort Worth 1991) (same general rule for interference damages)
- Fridl v. Cook, 908 S.W.2d 507 (Tex. App.—El Paso 1995) (interference tort may allow damages beyond contract breach but is not limited to breach amounts)
- Homoki v. Conversion Servs., Inc., 717 F.3d 388 (5th Cir. 2013) (Texas law: interference damages limited to those proximately caused by interference)
- Univ. Computing Co. v. Mgmt. Sci. Am., 810 F.2d 1395 (5th Cir. 1987) (plaintiff must prove causation and amount of damages with reasonable certainty)
- City of Keller v. Wilson, 168 S.W.3d 802 (Tex. 2005) (standards for reviewing legal sufficiency of evidence)