Commercial Division Blog

Posted: May 6, 2022 / Written by: Jeffrey M. Eilender, Samuel L. Butt, Seth D. Allen, Joshua Wurtzel, Channing J. Turner / Category Tortious Interference

Tortious Interference Claim Fails When Alleged Interference Is Incidental to Lawful Purpose

On March 22, 2022, Justice Margaret Chan of the New York County Commercial Division issued a decision in Kind Operations Inc. v. AUA Private Equity Partners, LLC, denying a motion for leave to add a tortious interference claim because the proposed pleading failed to adequately allege lack of justification, explaining:

Here, even assuming arguendo that the allegations as to the procurement of the breach are sufficient, the motion for leave to add tortious interference claim must be denied as the SAC does not adequately alleged a lack of justification. In particular, the conclusory allegations as to lack of justification are insufficient since the alleged interference was incidental to the lawful purpose of enabling the Transaction with AOG to be completed (see e.g. Highland Capital Management, L.P. v Dow Jones & Co., Inc., 178 AD3d 572, 574, 116 N.Y.S.3d 18 [1st Dept 2019] [tortious interference claim was properly dismissed when the defendants' alleged conduct was "incidental to the lawful and constitutionally protected process of news gathering and reporting"]; Harris v Town of Fort Ann, 35 AD3d 928, 929, 825 N.Y.S.2d 804 [3d Dept 2006] [dismissing tortious interference with contract claim where the underlying conduct resulting in the breach constituted "manifestly a lawful purpose"]; compare CHA. Design Export (ILK) Ltd. v Miller, 191 AD3d 459, 142 N.Y.S.3d 18 (complaint adequately state a cause of action for tortious interference with contract based on allegations that when defendant caused a third-party to breach its contract with plaintiff, defendant [*19] "acted separate and apart from the best interest [of the third-party]" and "sought to personally profit by causing [the third-party] not to pay for [plaintiffs] goods and services").

To state a claim for tortious interference with a contract, the plaintiff must allege that the alleged interference was unjustified. The attorneys at Schlam Stone & Dolan regularly assert and defend against claims for tortious interference. Contact the Commercial Division Blog Committee at if you or a client have questions about a claim for tortious interference.