Before us are three consolidated appeals from a judgment of the Court of Chancery, entered after trial. The Court of Chancery adjudicated all but one of the defendant's-below appellants jointly and severally liable to the plaintiffs-below appellees; and awarded appellees damages, including pre- and post-judgment interest, in the amount of $4,338,463. 1 The appellants are ASDI, Inc. (“ASDI”), Advanced Synthesis Group, Inc. (“ASG”), Michael J. Kates, Garry Smith, and Alan Blize. The appel-lees are Charles Beard Research and Development, Inc. (“CB”) and Beard Research, Inc. (“BR”).
The bases for the judgment are set forth in the opinions of the Court of Chancery issued on May 29, 2009 and April 23, 2010 and reported, respectively, at
ANALYSIS
Having considered the parties’ contentions, advanced both in their extensive briefs and at oral argument, we conclude that the judgment of the Court of Chancery should be affirmed on the basis of its well-written Merits and Spoliation Opinions. We additionally affirm, however, on the alternative ground that ASDI, ASG, Blize, and Kates tortiously interfered with CB’s and BR’s contract with Pfizer. In its Merits Opinion, the trial court held that the plaintiffs had failed to establish a claim for tortious interference with -contractual relations, because Pfizer was lawfully enti-
A third party’s lawful termination of a contract with the plaintiff will not, of itself, bar a claim that the defendant tor-tiously interfered with that contract. The focus of a claim for tortious interference with contractual relations is upon the defendant’s wrongful inducement of a contract termination, not upon whether the termination itself was legally justified. In this context, Delaware courts have consistently followed the Restatement (Second) of Torts, 3 which recognizes a claim for tortious interference with contractual relations where the defendant utilizes “wrongful means” to induce a third party to terminate a contract. 4
To be sure, the case law reflects that a defendant’s tortious conduct that induces a third party to terminate a contract with the plaintiff
unlawfully
will suffice to establish a claim of tortious interference with contractual relations.
5
But it is not essential to this cause of action that the termination be unlawful.
6
Conduct amounting to tortious interference has been found actionable even where the third party is
lawfully
entitled to terminate a contract “at will.” By way of example, tortious conduct that induced the termination of at-will employment contracts
7
and commercial contracts, such as an attorney-client relationship,
8
a marketing contract,
9
and a sawdust supply contract,
10
Neyer, Tiseo & Hindo, Ltd. v. Russell provides illustrative support. 11 There, the U.S. District Court for the Eastern District of Pennsylvania found two defendants liable for tortious interference with contractual relations where, while serving as fiduciaries for the plaintiff-company, the defendants intentionally and improperly interfered with the plaintiffs completion of an engineering project contract. 12 The defendants’ tortious conduct included secretly meeting with the plaintiffs client to induce the client to transfer the contract to defendants’ new company, and recruiting plaintiffs employees to join their new company. 13 That conduct caused the plaintiffs client to terminate-lawfully-the project contract, and resulted in the defendants being held liable for tortious interference. 14 Neyer supports the proposition that a lawful termination of a contract is not fatal to a claim of tortious interference with contractual relations. 15 Again, that is because the focus of the claim is on the defendant’s wrongful conduct that induces the termination of the contract, 16 irrespective of whether the termination is lawful.
CONCLUSION
For the reasons stated above, the judgment of the Court of Chancery is affirmed.
Notes
. The sole exception is appellant Garry Smith, who was held jointly and severally liable for $668,544 of the $4,338,463 total amount.
. 6 Del. C. § 2001 et. seq. ("the Act”). The trial court based its determination that the Act had been violated, in part and in addition to the evidence introduced at trial, upon an adverse inference from its finding that Kates and ASDI had spoliated evidence material to the Trade Secrets claim.
. Restatement (Second) of Torts §§ 766-67 (1979).
See also Grunstein v. Silva,
. Restatement (Second) of Torts § 768(l)(b) ("One who intentionally causes a third person ... not to continue an existing contract terminable at will does not interfere improperly with the other’s relation if ... (b) the actor does not employ wrongful means.”). "Wrongful means” includes conduct "in violation of statutory provisions,” such as the misappropriation of trade secrets that occurred here. Id. at § 767 cmt. c (“Conduct specifically in violation of statutory provisions or contrary to established public policy may for that reason make an inference improper.”).
. Id. at § 766; see also id. at cmts. 1-m (illustrations # 2-3).
.
See, e.g., Trimed, Inc. v. Sherwood Med. Co.,
.
SliceX, Inc. v. Aeroflex Colo. Springs, Inc.,
.
Lurie v. New Amsterdam Cas. Co.,
.
Pure Milk Prod. Co-op. v. Nat’l Farmers Org.,
.
Silva v. Bonafide Mills, Inc.,
.
Neyer, Tiseo & Hindo, Ltd. v. Russell,
. Id. at *8.
. Id. at *1-5.
. Id. at *8.
. In two unrelated cases the Superior Court appears to have concluded that a lawful termination of a contract cannot constitute a "breach” of that contract for purposes of a tortious interference with contractual relations claim.
Luscavage v. Dominion Dental USA, Inc.,
. Restatement (Second) of Torts § 767 cmt. c ("The nature of the actor's conduct is a chief factor in determining whether the conduct is improper or not, despite its harm to the other person.”).