Introduction
This paper identifies and provides a comprehensive analysis of a current legal event that is associated with tortious interference. The cases involved Soterion Corp v. Soteria Mezzanine corp. The case involved the sale of a property owned by one of the companies. It is pertinent to note that competition in the business circle results to multiple activities. Aggressive competition in can result to illegal interferences of business operations or corporate transactions. Tortious interference can be classified into two categories, which include interference with a future advantage and interference with an existing business relationship. This case falls under the interference with an advantage in the future. In such a case, the plaintiff is expected to show that there was a malicious interference with a prospective deal. In such a case, there is no need for a contract between the two companies unlike tortious interference of a contract. Moreover, the plaintiff must show that the malicious actions of the defendant are the cause of the conclusion of a deal or deterioration of the relationship that was being developed. The occurrence of tortious interference in the business environment is frequent due to competitiveness as well as divergent business interests. This is a common aspect of intentional torts in the commercial setting.
The properties included two imaging centers that were under contention. The imaging centers were under a litigation threat had been issued to the prospective buyer. There was a delay in filing the draft complaint which was done three months after a litigation treat had been issued. In case, the defendants claimed that the threat of litigation was instrumental in stopping the deals involving the sale of the two imaging centers. They also placed a counter claim that the threat would be considered as a tortuous interference with a business forthcoming business transaction.
The filling of a complaint by Soterion Corporation was the genesis of the case. The content of the complaint alleged that defendants Soteria holdings wanted to sell imaging centers that were owned by the later without board approval. However, days before the trial there was an agreement between the parties. The agreement was ascertained through a judgment and order that was confirmed on 20th may 2011. The medical imaging centers included in the litigation was the lifescan facility in Somerset, Kentucky and another facility known as the Nebraska Health Imaging. It is pertinent to note that the content of the complaint filled were later confirmed to be false that was the basis for an out of court agreement. The prospective buyer for the Nebraska health imaging facility was Tenet health systems. After the dismissal of the Delaware suit, Soteria updated the prospective buyer of the Nebraska facility using documents obtained after the dismissal of the suit. However, several things had changed over the period of the filling the complaint and the dismissal of the suit. First the financial performance of the facility had deteriorated and its competitive edge as identified by Tenet Health System before the initial proposal was diminishing. After the evaluation of the due diligence materials availed to Tenet they withdrew their purchase proposal and justified their withdrawal with the variation in the financial performance of the facility.
The second facility involved in the case was the lifescan facility within Lake Cumberland Hospital. The prospective buyer for the facility was the parent company of the Lake Cumberland hospital known as life point hospitals. The receipt of a draft compliant by Life point hospitals was the genesis of the failure of closing the purchase deal.
It is pertinent to note that in both purchase arrangement the factors independent of the prospective buyer or seller actions. The threat of a lawsuit is a justified action that amounts to Tortious interference of a prospective advantage. The applicability of this standard in determination of the loss of a prospective advantage to an organization is pertinent. The court indicated that interferer must show that the suit or complaint was not filled in bad faith, nor were their aware of the merit of the suit. However, during the suit the plaintiff was able to show that the defendant was aware of the consequence the suit had on the forthcoming purchase agreements for the two facilities. Moreover, the court determined that the plaintiffs in the first suit that triggered the counter claim did not have any intention of having a definitive adjudication. It was also determined that the content of the complaint was false indicating some malicious intentions in the filling of the complaint.
There are multiple elements to be put into perspective in a case where tortuous interference is involved. The first element is the existence of a business opportunity or probability of gain. It is pertinent to note that the justification for a business opportunity must go beyond salesman optimism for the opportunity. However, the use of the truth exception the court indicated that the provision of truth to the prospective buyer that would lead to the withdrawal of a contractual agreement would be considered as disclosure and not interference. However, the information provided to the prospective buyer through the draft complaint was partially false.
Based on the bad faith exception the award of attorney fees, it is pertinent to note that court awarded the plaintiffs a refund of the expenses incurred in the suit. The suit involved parties emanating from different states and the laws in the states deferred in some instances. An analysis of the state laws was instrumental in the selection of the applicable law. The steps towards this analysis include the evaluation of the place of occurrence of injury and conduct of the activities leading to the loss occurred. Moreover, the evaluation of the place of incorporation of the business involved was pertinent. In the case Fishman v estate of Wirtz there is a similarity of facts with this case.
The implications of the suit to the operation of the business are another key aspect. The loss of two prospective buyers has a dent on the credibility of the imaging centers. It is evident that the defendant through the draft complaints induced the prospective buyers to withdraw from the deal. Negative implications to the financial performance of the imaging centers can be directly linked to the activities of the plaintiff. Based on the concept of tortious interference with prospective advantage the defendant was on the wrong for providing false information knowingly. However, the defendant will not be required to pay for punitive damages. The intention of slapping the defendant with punitive damages is to punish them for their misdeeds. Intentional torts that occur in business settings must be justified using the effects to an economic relationship.
