Savoia v. Wal-Mart Stores Inc.
41 Pa. D. & C.5th 507
Pennsylvania Court of Common P...2014Background
- Plaintiffs are Liberty Tax franchisees (Savoia) with an exclusive territorial franchise agreement that limits LTS from opening company-owned outlets in Plaintiffs’ territory except under a retail-account exception.
- Plaintiffs sought to open a Liberty Tax kiosk in a new Oxford Wal‑Mart; LTS and DAT repeatedly told Plaintiffs no opportunity existed.
- Unbeknownst to Plaintiffs, LTS representatives met with Wal‑Mart about a kiosk in November 2013; Plaintiffs discovered the planned kiosk in late December 2013 and submitted an "issue" to LTS Support Central.
- LTS contacted Wal‑Mart about whether it could "back out" of the kiosk arrangement but ultimately told Plaintiffs on January 2, 2014 that Plaintiffs must operate the Wal‑Mart kiosk or LTS would operate it (and downgrade Plaintiff’s franchise status).
- Plaintiffs sued Wal‑Mart alleging tortious interference with existing and prospective contractual relations, civil conspiracy, and seeking a permanent injunction to enjoin operation of the Wal‑Mart kiosk.
- Wal‑Mart filed preliminary objections (demurrer) arguing legal insufficiency and lack of specificity; court considered briefs and record and sustained/overruled objections in part.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Tortious interference with existing contractual relations | Savoia: Wal‑Mart knew placement of LTS kiosk would interfere with Plaintiffs’ franchise rights and proceeded, causing harm | Wal‑Mart: allegations are bald, speculative, and insufficiently specific to show intent or improper conduct | Overruled — complaint sufficiently alleges knowledge, intent (including substantially certain interference), and improper conduct to survive demurrer |
| Tortious interference with prospective contractual relations | Savoia: kiosk diverted Plaintiffs’ prospective clients and confused customers, impairing future contracts | Wal‑Mart: plaintiffs plead only speculation and customer confusion, not a reasonable likelihood of prospective contracts | Sustained — allegations do not show a reasonable likelihood of specific prospective contractual relations |
| Civil conspiracy | Savoia: Wal‑Mart conspired with LTS/DAT to interfere with Plaintiffs’ contractual rights | Wal‑Mart: conspiracy claim fails because underlying tort claims fail | Sustained in part/Overruled in part — conspiracy claim allowed to the extent it rests on interference with existing contract; dismissed insofar as it rests on prospective interference (which failed) |
| Permanent injunction (Count VII) | Savoia: irreparable/hard-to-calculate harm to customer base and future business justifies permanent injunction to block kiosk operation | Wal‑Mart: injunction claim fails because underlying torts and conspiracy fail and plaintiffs did not plead facts supporting injunctive relief | Overruled — plaintiffs pleaded facts sufficient at demurrer stage to allege a right to permanent injunctive relief (actual/substantial injury threatened and inadequate remedy at law) |
Key Cases Cited
- Reading Radio, Inc. v. Fink, 833 A.2d 199 (Pa. Super. 2003) (sets out elements for intentional interference with contractual relations)
- Phillips v. Selig, 959 A.2d 420 (Pa. Super. 2008) (distinguishes existing vs. prospective interference standards)
- Glenn v. Point Park College, 272 A.2d 895 (Pa. 1971) (discusses intentional nature of interference tort)
- Restatement (Second) of Torts principles as applied in Pennsylvania (via cases such as Walnut St. Associates) — see Walnut St. Associates, Inc. v. Brokerage Concepts, Inc., 982 A.2d 94 (Pa. Super. 2009) (Pennsylvania follows Restatement on interference)
- Empire Trucking Co. v. Reading Anthracite Coal Co., 71 A.3d 923 (Pa. Super. 2013) (analysis of improper conduct factor in interference claims)
- Foster v. UPMC S. Side Hosp., 2 A.3d 655 (Pa. Super. 2010) (requires factual detail for prospective-interference claims)
- Lerner v. Lerner, 954 A.2d 1229 (Pa. Super. 2008) (discusses insufficiency where pleadings are speculative)
- Goldstein v. Philip Morris, Inc., 854 A.2d 585 (Pa. Super. 2004) (elements required for civil conspiracy and need for valid underlying tort)
- WellSpan Health v. Bayliss, 869 A.2d 990 (Pa. Super. 2005) (standards for permanent injunction—actual and substantial injury and inadequate remedy at law)
- Watts v. Manheim Twp. Sch. Dist., 84 A.3d 378 (Pa. Cmwlth. 2014) (permanent injunction requirements)