Following is the opinion of the majority of the court, from which I dissent: In the first count of the petition recovery is sought for the wrongful act of the defendant in causing a breach of contract, and in the second count for wrongful interference with the making of a contract. It is clear that no contract is shown to have been consummated; and we think equally clear that there was no actionable interference as claimed in the second' count. The telegrams set out in the petition fail to show that the negotiations had proceeded to such a stage that it could be said that there was reasonable assurance that Mrs. Adamson would enter into the contract desired by the plaintiff as to the loan extension. Mrs. Adamson made it known that she would require some amortization to offset depreciation of the property, in addition to the terms proposed by the plaintiff, and the answer of the plaintiff did not constitute an acceptance, but plainly amounted to a counteroffer with no reference whatever to amortization. Upon receiving the final message from the plaintiff, Mrs. Adamson unmistakably indicated to the plaintiff that she was not yet ready to grant an extension of the loan on the terms proposed by the plaintiff; and *346furthermore, that she had no intention personally to execute the contract desired, but was placing the matter entirely in the hands of her agent, the defendant. She said in her last telegram to the plaintiff: “Absolutely necessary deal through my agent Haas-Howell as I pay them for service to handle all details. No commission expected on forced renewal where no new funds are procured. Foreclosure expense to date must be paid and future amortization specified. Otherwise we seem to agree on terms.” (Italics ours.) Whatever agreement might be made as to amortization, therefore, would have to be arranged with her agent, and without such an agreement manifestly the loan would not be extended.
It is alleged in the petition that the amortization referred to by Mrs. Adamson “meant an amount of principal reduction equal to the depreciation of the propertjr, which is five per cent, annually of the amount of the loan, to wit, $387.50.” This, however, is a mere conclusion without any allegation of supporting facts, and is not admitted by the demurrer. It can not be said from the telegrams of Mrs. Adamson that she would not herself have required an amortization which would have been wholly unacceptable to the plaintiff. Nor can it be presumed that she would have been content with what the plaintiff concludes that Mrs. Adamson meant the amortization to be. It is inescapable that any agreement as to full terms was to come through the defendant, her duly constituted agent. The defendant did not make the desired extension, but instead caused a sale of the property under the foreclosure. Mrs. Adamson could have declined to make the proposed extension; and as the defendant was her authorized agent to act for her in this matter, it likewise had the right to decline to make such agreement, and especially is this true when it acted in a legitimate manner and within its rights as agent for Mrs. Adamson in so declining. "There is a clear distinction between inducing A to break his contract with X and inducing A not to enter into a contract with X. A man who induces another to bréale his contract induces him to do what is actionable, but no liability attaches to the refusal to make a contract. Consequently, where A is induced not to contract with X, the inducement, to be actionable, must be of an unlawful kind, as for example, acts of coercion and intimidation.” Anson on Contracts *347(American edition by 'Corwin), 345. Before the interference with the making of a contract is actionable it must be malicious, or the act or conduct of the party so interfering must amount to a resort to untruthful, fraudulent, abusive, violent, or coercive means. It is alleged that the defendant’s act was in consequence of a desire to make profits for itself in handling Mrs. Adamson’s property in the manner alleged, and that the defendant would have extended the loan if the plaintiff had paid it “the unjust commission” of five per cent, demanded, and that by interfering with the negotiations as to the consummation of the desired contract an actionable tort was committed on the plaintiff. In Young v. Hauber, 144 Kan. 303 (58 Pac. (2) 1083), the petition alleged that the mortgagee had agreed with the mortgagor to accept Home Owners Loan Corporation bonds in settlement of the mortgage debt, and that the defendant, with knowledge thereof and for the purpose of profit to himself, interfered with such refunding arrangements and induced the mortgagee to assign the mortgage debt to himself. Certain negotiations were had as to the issuance of the H. O. L. C. bonds. The court, in sustaining a general demurrer to the petition, held that there was no meeting of minds, no valid contract between the H. O. L. C. and the mortgagee, and in the opinion said that the defendant “had signed no instrument binding him to do anything, and was under no obligation to do anything which might result in ultimate benefit to” the plaintiff. The mere motive of profit does not render acts or conduct, otherwise legal, actionable. Macauley v. Tierney, 19 R. I. 255 (33 Atl. 1, 37 L. R. A. 455, 61 Am. St. R. 770); National Protective Asso. v. Cumming, 170 N. Y. 315, 63 N. E. 369, 59 L. R. A. 135, 88 Am. St. R. 648). Nor will malice be presumed when the person acts for the protection of his own legitimate business interests, though he does so because of a desire for profit to himself. The defendant was not a third party or intermeddler, but had the exclusive authority to act for Mrs. Adamson in this matter; and it had the right to act for the best interest of its principal and itself, so long as it did so legitimately. It seems that it acted within its rights in this matter. We do not think a cause of action, is set out in either count of the petition. The court did not err in sustaining the general demurrer.
Judgment affirmed».
Sutton and Felton, JJ., concur.