Not All Contractual Interference Is Tortious Interference

Legal claims are made up of elements. To sue somebody and win, you need to allege and eventually prove each element that makes up the legal theory on which you’re suing. And oftentimes, those elements have distinct legal meanings that differ from their dictionary definitions. Failure to pay close attention to the requirements of each separate element can result in dismissal of the case before it even gets started. Last month, a Virginia court summarily dismissed an IT consulting company’s claims for tortious interference for failing to allege the facts necessary to support such claims.

The case–Forsythe Global, LLC v. QStride, Inc.–was decided under Michigan law. Michigan, like Virginia, recognizes separate torts for tortious interference with contract, and tortious interference with prospective business relationships or expectancies. Under both the law of Michigan and the law of Virginia, tortious interference requires more than mere “involvement in the activities and concerns of other people when your involvement is not wanted.” (See Merriam-Webster’s definition of interference). There’s no law that requires people to mind their own business. To prevail in court, the interference must approach a specific threshold–meddling in other people’s affairs won’t satisfy the claim if the interference does not reach this level.

The elements of tortious interference with contract in Michigan are “(1) a contract, (2) a breach, and (3) an unjustified instigation of the breach by the defendant.” (See Mahrle v. Danke, 549 N.W. 2d 56, 60 (Mich. Ct. App. 1996)). Notice how, despite the name of the tort, the word “interference” does not even appear as an element of the claim. The level of contractual meddling that will satisfy the claim is that which is both unjustified checklistand which causes the contract to be breached. Contractual interference that does not actually induce a breach is not actionable as tortious interference.

QStride, the IT consultant, argued that Forsythe tortiously interfered with its contracts, but it neglected to even allege that any contracts were actually breached. Instead, QStride claimed vaguely that Forsythe had interfered with several of QStride’s clients, causing harm. The court found the allegations insufficiently vague and dismissed the claim.

Similarly, the elements of tortious interference with a business relationship in Michigan are “(1) the existence of a valid business relationship or expectancy that is not necessarily predicated on an enforceable contract, (2) knowledge of the relationship or expectancy on the part of the defendant interferer, (3) an intentional interference by the defendant inducing or causing a breach or termination of the relationship or expectancy, and (4) resulting damage to the party whose relationship or expectancy was disrupted.” (See Health Call of Detroit v. Atrium Home & Health Care Servs., Inc., 706 N.W.2d 843, 849 (Mich. Ct. App. 2005)). Here again, the level of interference required is that which actually results in inducing or causing a termination of the business expectancy; if the expectancy is ultimately realized and the plaintiff enjoys the benefits of that relationship despite the defendant’s interfering acts, the plaintiff will not have a valid claim.

When crafting a complaint, pay attention to the specific legal elements of the theory you are pursuing, and be sure to present the court with the facts necessary to support each one (assuming such facts exist). Making assumptions based solely on the name of the tort can get you in trouble.

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