concurring in part and dissenting in part.
I concur in the decision of this court to affirm the arbitration award, and respectfully and comprehensively dissent in the decision establishing guarantor liability by application of a tort theory of an intentional interference with a contract.
This is a singularly important banking-industry decision. Principles of suretyship and law merchant invoked in this case are as old as Roman law, and perhaps older.1 Succinctly stated, this case concerns the rights retained against the principal and his assets when the guarantor is required to stand good on a guaranty. The contention of intentional interference has never been implicated in this normal lending process since earliest recorded history, and no case of this nature is either cited or presently found directly or indirectly holding that the guarantor or surety does not have the right to request protection from the principal in the event of a lender call for payment.
This convoluted and controversial field of tort law comes to this court’s consideration as significantly different than any other factual situation directly addressed by discovered precedent.2 Preliminarily, an intrinsically logical inconsistency is created in this case by affirming the arbitration decision which determined that no contractual breach occurred by nondelivery by the manufacturer in the absence of payment of the remaining amount due, and then approving third-party liability for causing the breach which had not occurred.
Unfortunately, evidentiary questions and analysis confused discussion and decision on the legal status which by established law should have been determinative.
The Texas West judgment and theory of recovery for the buyer in its claim for intentional interference should fail by application of three well-established legal principles:
(1) Guarantor does not invoke a wrongful purpose or intent by requesting that the lender obtain security position protection involving available assets of the debtor. Any claimed security position *1067was only co-existent with any balance unpaid.
(2) Guarantor did not cause any breach of a contract since arbitration determined that a balance was unpaid and the principal, as the primary party in interest, would not release the drilling rig without payment receipt. No breach of contract existed.
(3) As a holder of an interest in the transaction as a debtor to be secured, the guarantor was privileged as a matter of law to seek to protect his business status in the normal business effort by the collateral assignment of business inventory and receivables.
The guarantor relationship is a subcategory of the general field of suretyship, with the commonly noted difference between a surety as a category having primary liability, and the guarantor only subject to monetary call upon default by the principal. This is the primary versus secondary liability differential. This field of law is generally called suretyship, with the procedural aspects here involved as that of guaranty. Stearns, Law of Suretyship §§ 1.1, 1.5, at 1, 4 (5th ed. 1951).
This case is a business transaction involving Fitzgerald (guarantor), First Interstate Bank of Casper, N.A. (lender), Oil Patch Sales and Rentals of Wyoming (principal and manufacturer), and Texas West Oil and Gas Corporation (buyer-customer), wherein Texas West entered into the contract to purchase a constructed drilling rig. The case accommodates not unusual construction factors of payment on delivery, completed partial payment, incomplete construction, and price conflict, with the balance then due in dispute. Stripped of the jury-trial hyperbole involving banks and buyers or contested claims of factual issues, the case is left with the following time sequences and unquestioned events:
1.December, 1980, Fitzgerald and others signed a continuing guaranty to the First National Bank of Casper (now First Interstate Bank of Casper, N.A.) to accommodate an operational line of credit for Oil Patch, a newly created entity, for a guaranteed loan total of $500,000.
2. March 30, 1981, guarantor, as a previous organizer and principal, withdrew from the operational involvement in the corporation, except for continued guarantor responsibility.
3. June 1, 1981, a drilling rig manufacture contract was executed between Oil Patch and Texas West, which contract was a model for lack of clarity and term specificity.
4. Oil Patch came to have two loans at the Bank, one unsecured except by guaranties, with an operational line of credit with a balance of $508,000, and a second of $645,000, secured by real estate mortgage on its business property in Casper.
5. On March 11, 1982, both notes were due and delinquent, and the rig was incomplete and undelivered, with controversy as to the construction contract price.
6. As a consideration of note-extension negotiations, guarantor (as well as the two others being the officers and principals in Oil Patch) re-signed a continuing guaranty in favor of the Bank in the larger amount of $1,100,000.
7. Additionally, the Bank took a security agreement and financing statement from Oil Patch involving “Any and All Accounts Receivable and Inventory,” File No. U-513862.
8. The obligations of the two notes were then renewed and extended to be due in 120 days, the one for $508,000 by renewal reciting a security interest, and “S/A F/S = Any and All Inventory and Accounts Receivable”; the one for $645,-000 having been extended by renewal attachment for an earlier one month to March 11,1982, was further extended for the same 120 days, with both notes carrying an extension-period 19 percent interest rate.
9. The due date of July 9, 1982 came and went, and on September 22,1982, the Bank made written demand on guarantor Fitzgerald to honor his guaranty (what is *1068known in banking as the “guaranty call”):
“As you know, on June 30, 1981, the First Interstate Bank of Casper loaned Oil Patch Sales & Rental Of Wyoming, Inc., $645,000, secured by a first mortgage on the real estate located on West Yellowstone St., in Casper, Wyoming.
“We have also loaned Oil Patch Sales & Rental of Wyoming, Inc., operating money from time to time, and at the present time have a note, secured by a first mortgage on all account receivables and inventory in the amount of $508,000.
“When our Bank entertained loan requests from Oil Patch Sales and Rental of Wyoming, Inc., the loan request was approved based upon your financial standing and your guarantee.
“Both loans are past due since July 9, 1982, with no performance to date on either loan. Interest on the building loan to September 20, 1982 is $65,-700.42, with a $340.42 per diem charge after that date. The interest due to September 20, 1982 on the inventory loan is $51,745.44, with a $268.11 charge each day after that date.
“Due to lack of promised performance on these loans, we are hereby asking you to honor your guarantee. Upon payment in full of these notes, we will assign to you, for your protection, our mortgages in the security which colla-teralizes each note.
“May we hear from you no later than Monday, October 4, 1982.”
10.October 15, 1982, the Bank secured a second financing statement from Oil - Patch, which granted as security listed equipment and included by specifically itemized inclusions the undelivered Texas West rig, which financing statement was filed October 19, 1982, in Natrona County and covered in detail the generalized collateral contained in the prior financing statement.
11. October 18, 1982, the lawsuit was instituted by Texas West to recover the rig from Oil Patch, raising the basic question of its possessory right for immediate delivery.
12. October 15,1982, Slough Equipment Company (a company not then controlled by Fitzgerald) bought the real estate mortgage from the Bank, received an assignment of the mortgage, and commenced foreclosure by power of sale.
13. October 22,1982, Fitzgerald, in honoring his guaranty on the line-of-credit loan, purchased the $508,000 note with accrued interest, and secured assignment of both filed financing statements.
14. This case commenced as a replevin action by Texas West (long since denied by the trial court), moved by intervention by Fitzgerald to a lien priority contest, and now comes to consider, after completed contract-price arbitration, the question of whether a guarantor “intentionally and without justification interfered” with the sales contract by the loan-renewal security document taken by the lender on the borrower’s business inventory and receivables.
15. The record reflects an in-court stipulation that amounts due from Texas West as the unpaid balance are due to Fitzgerald for repayment on his guaranty payment, which amounts were settled by the arbitration award and subsequent court confirmation.
The issue in banking terms is whether a lender, or a lender at the request of a guarantor, can require collateral security upon note renewal without being subject to a claim of intentional interference with a contract. Pragmatically, also, is the question of whether there could have been interference with a contract since the question of proof of breach of contract by the principal as vendor with the vendee is an issue not otherwise determined except by prior collateral decision in an arbitration that a balance remained unpaid when the contract provided for delivery upon full payment.3
*1069Conceding everything at this juncture to either Texas West or the majority of this court, I would consider only the intrinsic, unquestioned banking transaction and its attributes as clearly dispositive under the current status and historical perspective of the law.
Obviously, the guarantor was interested in protecting his guaranty exposure, the issue being whether the law constrains that effort as being unjustified. See Martin v. Texaco, Inc., 304 F.Supp. 498 (S.D.Miss.1969).
Otherwise stated, can a guarantor properly require or request that a lender get available security at a time of note renewal, and if so, what then did Fitzgerald wrongly do? See § 34-21-373, W.S.1977 (U.C.C. § 3-606); Baitcher v. National Industrial Bank of Miami, Fla.App., 368 So.2d 439 (1979); Murray, Commercial Law, 34 Univ. of Miami L.Rev. 527 (1979-80).
There is confusion undetermined by final litigation and unclarified by brief or oral argument, as to the right of possession in 1982, clouded by contract balance issues later determined by the contested arbitration award which now is settled by this court’s decision. Since the balance due as now determined was then contested, we would have question about the issue-determined effect of the 1982 denial of replevin as not raised on this appeal.4
The essence of the case as a mercantile law question invoking suretyship precedent is defined in a quotation from the majority opinion:
“ * * * We do not find as a matter of law that Fitzgerald’s position as a guarantor entitled him to induce Oil Patch to withhold delivery of the rig until Texas West made sufficient additional payments to protect him from liability on his guaranty.” 726 P.2d at 1064.
Apparently the court found that the delinquent borrower was obligated to release the rig, and further held that collateral security rights held by the lender or the lender’s surety constitute wrongful interference. This determination assumes a significant fact not determined as to Oil Patch’s willingness or obligation to release; in fact, the actual record was completely to the contrary.
Conceding the argument of Texas West that Fitzgerald asked the Bank to obtain security on the line-of-credit loan at the time the delinquency renewal was negotiated, and that thereafter Fitzgerald as the potential beneficiary requested that the purchase balance be paid before delivery, we have the following status:5
*1070(a) absolutely no evidence that Oil Patch agreed to release without payment, for whatever reason;6
(b) arbitration has now determined that a balance was due;
(c) Fitzgerald wanted money out of the rig to cover the loan balance and his guaranty;
(d) both the contract and the Wyoming statute provided that the vendor had the right to demand payment in full before release of the merchandise.
In order to define the case in some meaningful terms, since the scenario shifts in the course of the litigation, it is first necessary to ascribe times, events or actions to the “intentional interference wrongfully.” The record lacks evidence to find interference, but even more so to find lack of justification in the activities of the surety-ship transaction, despite an application of the usual appellate standards of considering only the evidence, when in conflict, as favorable to Texas West. Nicholls v. Nicholls, Wyo., 721 P.2d 1103 (1986).7
It would appear that Texas West contends wrongful interference in:
(a) “convincing” the lender to require the March chattel security position of inventory and receivables;
(b) not agreeing later to release of the Bank’s lien and refusing to take an equity position in the rig (the evidence is conflicting as to whether the offer was made to Oil Patch or Fitzgerald, or both).
It was stipulated between the parties at trial that any contention of wrongful conduct of Fitzgerald occurred only before suit was filed, and consequently his honoring the guaranty or accepting the collateral assignment for collection assistance in sub-rogation and indemnity was not a claimed factor for contractual interference.
The majority opinion finds relevant evidence of interference in asking the lender to take the lien and then requiring payment without negotiation on the Bank’s release, premised on the manufacturer’s concurrence. This standard fails to include the improper motives, improper means, and effective cause of contractual breach determinations which are required for liability. Leigh Furniture and Carpet Co. v. Isom, Utah, 657 P.2d 293 (1982); Top Service Body Shop, Inc. v. Allstate Insurance Company, 283 Or. 201, 582 P.2d 1365 (1978).
“ * * * In summary, such a claim is made out when interference resulting in injury to another is wrongful by some measure beyond the fact of the interference itself. Defendant’s liability may arise from improper motives or from the use of improper means. They may be wrongful by reason of a statute or other *1071regulation, or a recognized rule of common law, or perhaps an established standard of a trade or profession. No question of privilege arises unless the interference would be wrongful but for the privilege; it becomes an issue only if the acts charged would be tortious on the part of an unprivileged defendant.” Top Service Body Shop, Inc. v. Allstate Insurance Company, supra, 582 P.2d at 1371.
Texas West also finds interference in the draw-works negotiation, need for the principal to obtain money for a loan payment, surety request for the lender to obtain security for the loan renewal, additional guaranty to cover the total debt, and the Bank requesting and receiving chattel-loan security encompassing all assets, including the drill rig within the business inventory.
Assessing all of this, the issue as a legal principle is whether intentional interference occurs if a surety asks a lender to obtain security on a loan renewal in a circumstance where the manufacturer claimed a right of retention until payment was made.
I address the subject under the surety-ship law principles, and lien rights of manufacturers under the Wyoming statutes:8
(a) Did the buyer have the right that the lender’s guarantor not request security for an outstanding loan as inventory collateral?
(b) Did the seller have a right to refuse delivery, burdened by its bank financing obligations?
Addressing the second question first, the issue is complicated, since the trial court denied replevin, which became the law of the case and is not now designated as error, and is further inflicted with the arbitration award determining that a balance remained due.
However, we can address the subject on the issue of the manufacturer’s obligation to deliver under a partial purchase payment where price conflicts developed. Unfortunately, the issue on appeal is not addressed, but is somehow intertwined as inflicted by the creation of the lender’s lien by inventory security. The principal, Oil Patch, was the finite real party in interest, since inevitably any payment by the surety created a debt, and the contract balance claimed to be due afforded the only asset for its satisfaction of the prospective debt after guaranty call.
Albeit in controversy somehow, there seems to be a blithe assumption of breach of contract by the manufacturer Oil Patch in nondelivery after the subsupplier for the draw works went into insolvency. Whether or not true, that circumstance has nothing to do with this case after the arbitration award was obtained and affirmed to establish a balance due.
Both the statute and the contract require payment for delivery. The contract provided:
“ * * * [t]he balance to be paid upon completion of the rig and its delivery, presently anticipated to be during the first two weeks of October, 1982,” and
§ 34-21-259, W.S.1977 (U.C.C. § 2-511), provides:
“(a) Unless otherwise agreed, tender of payment is a condition to the seller’s duty to tender and complete any delivery.”
See 4 Anderson Uniform Commercial Code § 2-511, at 7.
The trial judge, on October 19, 1982, addressed the subject by letter to counsel for Texas West:
“Upon reviewing the file and some legal authorities, it appears to me that a writ of replevin cannot issue in this case. My understanding of the law is that a buyer of goods can only maintain replevin when the contract of sale is complete. The contract here is ambiguous as to the total price. At the very least, the plaintiff would need to tender the unpaid bal-*1072anee on the price of $5.1 million. Even then, plaintiff might not be entitled to replevin, depending upon claims made by the seller under the contract provisions for compensation in excess of that figure. I note also under the contract that if the exact figure is not agreed upon by the parties, it is to be settled by arbitration. In any event, it appears to me that replevin cannot be had at this time,”
and by order entered January 11, 1983:
“THE ABOVE MATTER coming before the Court on the Motion of the Plaintiff for Writ of Replevin, and the Court having reviewed the Affidavit filed herein, and the Stipulation of parties, and having heard arguments of counsel and received Briefs and argument in support of and in opposition to said application finds generally in favor of the Defendants.
“IT IS THEREFORE ORDERED that the Motion for Writ of Replevin be and the same is hereby denied.”9
The issue of contract breach seemingly disappeared from the litigation with the described orders and after the reference to arbitration and determination that a balance remained due sufficient to reject any contention of contractual breach for nondelivery, except the retained assumption now present without factual justification in this remaining proceeding. No breach-of-damage instruction was given in this trial, but that omission is not presented here as separate error.
In addressing the substantive legal issues, and without a separate review of the hundreds if not thousands of intentional-interference cases, no case is found involving similar participants and factors.
Eight Wyoming cases include varied factual situations, all completely removed from the suretyship transaction existent here. Spurlock v. Ely, Wyo., 707 P.2d 188 (1985), a school-employee case, was decided adversely to plaintiff on a failure to prove causation for any contractual breach by the district. Earlier, in Dehnert v. Arrow Sprinklers, Inc., Wyo., 705 P.2d 846 (1985), this court in customary fashion addressed the factors of intentional interference; the case devolved into a question of malice or bad faith, in conflict between the majority and dissent, and did not address a relationship such as suretyship which is existent here.
Martin v. Wing, Wyo., 667 P.2d 1159 (1983), involved a real-estate transaction wherein an outsider slandered the property conditions and the court found that the outsider was without business interest in the transaction. The plaintiff was also successful in Basin Electric Power Cooperative-Missouri Basin Power Project v. Howton, Wyo., 603 P.2d 402 (1979), as a discharged employee of a subcontractor who alleged and convinced the jury that his termination was upon the instigation of the general contractor.
In Kvenild v. Taylor, Wyo., 594 P.2d 972 (1979), the court found that the intentional-interference claim did not apply, since the contractual dispute was between only two parties, and a like result was earlier found in Board of Trustees of Weston County School District No. 1 v. Holso, Wyo., 584 P.2d 1009, reh. denied 587 P.2d 203 (1978).
Two Wyoming cases with some general relevancy are Allen v. Safeway Stores Incorporated, Wyo., 699 P.2d 277 (1985), and Wartensleben v. Willey, Wyo., 415 P.2d 613 (1966). In Allen, summary judgment had been granted, and then affirmed on appeal. The plaintiff employees were discharged for uncomplimentary comments to a state food program inspector, which comments had been communicated by the inspector to the employer. The court analyzed the restatement provision and emphasized the word “improperly” in determining that a proper business purpose existed for the activity pursued, “One who intentionally and improperly interferes.”
In Wartensleben, the defendant and his attorney contested a proposed feedlot oper*1073ation. The trial court ruled against the plaintiffs in determining that they did not use illegal means, make false material representations, or resort to fraud or intimidation, and exercised what they believed to be their legal rights in good faith. The appellate court concurred.
Wyoming follows the four-factor rule generally representative of the position adopted in the Restatement of Torts § 770:
“We have recognized in prior cases the tort of intentional interference with contractual relations and have identified the following elements of such action:
“(1) the existence of a valid contractual relationship;
“(2) knowledge of the contractual relationship on the part of the interferor; “(3) intentional and improper interference inducing or otherwise causing a breach or termination of the relationship; and
“(4) resultant damage to the party whose relationship has been disrupted.” (Emphasis added.) Dehnert v. Arrow Sprinklers, Inc., supra, 705 P.2d at 850,
and has adopted the Restatement of Torts § 773 defense:
“On the subject of justification, it is set out in 4 Restatement, Torts, § 773, p. 87 (1939), that:
“One is privileged purposely to cause another not to perform a contract, or enter into or continue a business relation, with a third person by in good faith asserting or threatening to protect properly a legally protected interest of his own which he believes may otherwise be impaired or destroyed by the performance of the contract or transaction.” Wartensleben v. Willey, supra, 415 P.2d at 614.
See also Annot., 26 A.L.R.2d 1227; Annot., 84 A.L.R. 43.
California follows a five-part test:
“Under California law, inducing breach of contract is a tort with five basic elements:
‘(1) that a valid contract existed between the plaintiff and another party; (2) that the defendant had knowledge of the contract and intended to induce a breach thereof; (3) that the contract was breached; (4) as a proximate result of the defendant’s wrongful or unjustified [unprivileged] conduct; (5) resulting in damage to the plaintiff. [Citations.]’ Abrams & Fox, Inc. v. Briney (1974), 39 Cal.App.3d 604, 608, 114 Cal.Rptr. 328, 331.” International Wood Processors v. Power Dry, Inc., 593 F.Supp. 710, 729 (D.S.C.1984), aff’d 792 F.2d 416 (4th Cir.1986).
The Colorado rule is similar. Comtrol, Inc. v. Mountain States Telephone and Telegraph Company, 32 Colo.App. 384, 513 P.2d 1082 (1973).
The Missouri rule is stated differently:
“(1) A contract or a valid business relationship or expectancy (not necessarily a contract);
“(2) Defendant’s knowledge of the contract or relationship;
“(3) Intentional interference by the defendant inducing or causing a breach of the contract or relationship;
“(4) The absence of justification;
“(5) Damages resulting from defendant’s conduct.” Institutional Food Marketing Associates, Ltd. v. Golden State Strawberries, Inc., 587 F.Supp. 1105, 1111 (E.D.Mo.1983), aff’d 747 F.2d 448 (8th Cir.1984).
Washington follows the four-point test similar to the Wyoming delineation. Calbom v. Knudtzon, 65 Wash.2d 157, 396 P.2d 148 (1964).
A significant number of cases from those jurisdictions support the position taken here.
Without particularizing Wyoming precedent as noted, except for the general principles which follow the Restatement, we would consider the disabilities of the judgment in this case without the factual issue questions.
(1) Guarantor’s request that security be obtained is not wrongful. See Allen v. *1074Safeway Stores Incorporated, supra; Quinlivan v. Brown Oil Co., 96 Mont. 147, 29 P.2d 374 (1934); Ford v. C.E. Wilson & Co., Inc., 129 F.2d 614 (2d Cir.1942); Knapp v. Penfield, 143 Misc. 132, 256 N.Y.S. 41 (1932); Braden v. Perkins, 174 Misc. 885, 22 N.Y.S.2d 144 (1940).
(2) No contract breach occurred involving conduct of the guarantor.
(3) Under Restatement of Torts § 773, the guarantor has a defense by virtue of the interest as a debtor in the transaction.
(4) Damage was lacking in the absence of a specific concurrent release agreement by the manufacturer. The conduct did not create the unlawful tort.
(1) Improper or Wrongful Interference
The only case found of a somewhat similar nature is Ethyl Corporation v. Balter, Fla.App., 386 So.2d 1220 (1980), cert. denied 452 U.S. 955, 101 S.Ct. 3099, 69 L.Ed.2d 965 (1981). Ethyl Corporation was a guarantor, and upon default satisfied the indebtedness by payment to the lender. Certain subrogation efforts followed, and later transactions pursued by the borrower did not satisfactorily develop. Ethyl Corporation ultimately was sued for contractual interference for trying to maintain protection for its guaranty payment.
Giving several reasons for the verdict reversal, the court said:
“There is, moreover, a completely separate, additional, and overriding reason which precludes Ethyl’s liability for ‘interference’ with any of the various contracts and relationships cited by Balter. Ethyl was, as a matter of law, privileged to act as it did throughout the entire course of events involved in this case. At all times, its actions were reasonably directed to the recovery of the very substantial sums it was owed by Pac-Craft, to the protection of its status as the co-obligor with the corporation on a $450,000 loan it was later required to pay, and, finally, as the lawful holder of 100% of its stock.” 386 So.2d 1224-1225.
In Ford v. C.E. Wilson & Co., Inc., supra, the Bank exercised its security position and intentional interference was denied as to third-party creditor claimants:
“ * * * In addition to all this the Bank had a privilege to interfere with the plaintiff’s contracts and expectancies because it was ‘acting under an equal or a superior right’ when seeking security for its own advances.” 129 F.2d at 617.
See also Feeley v. McAuliffe, 335 Ill.App. 99, 80 N.E.2d 373 (1948).
For similar results in nonsuretyship cases, see Conoco Inc. v. Inman Oil Company, Inc., 774 F.2d 895 (8th Cir.1985) (oil sales bidding); Landess v. Borden, Inc., 667 F.2d 628 (7th Cir.1981) (milk delivery contract); International Wood Processors v. Power Dry, Inc., supra, 593 F.Supp. 710 (no prima facie evidence of abuse of justification in food marketing controversy); Martin v. Texaco, Inc., supra, 304 F.Supp. 498 (filling station leases and gasoline sales business); Geofreeze Corp. v. Hannah Construction Co., 588 F.Supp. 1341 (E.D.Pa.1984) (withholding progress payments on construction contract); Bledsoe v. Watson, 30 Cal.App.3d 105, 106 Cal.Rptr. 197 (1973) (letter to government body about attorney’s fees); Bergfeld v. Stork, 7 Ill. App.3d 486, 288 N.E.2d 15 (1972) (lease reservation); Quinliven v. Brown Oil Co., Inc., supra; Donald G. Culp Co. v. Reliable Stores Corp., 14 Ohio App.3d 161, 470 N.E.2d 193 (1983) (exercising control on store sublease); Pearse v. McDonald’s Systems of Ohio, Inc., 1 Ohio Op.3d 164, 47 Ohio App.2d 20, 351 N.E.2d 788 (1975) (valid business interest in employee managerial training); Wahl v. Strous, 344 Pa. 402, 25 A.2d 820 (1942) (attorney’s fees, invalid contract); Hunt v. Coastal States Gas Producing Co., Tex.Civ.App., 570 S.W.2d 503 (1978), aff’d 583 S.W.2d 322, cert. denied 444 U.S. 992,100 S.Ct. 523, 62 L.Ed.2d 421 (1979), reh. denied 444 U.S. 1103, 100 S.Ct. 1071, 62 L.Ed.2d 790 (1980) (oil purchase after naturalization); Black Lake Pipe Line Co. v. Union Construction Co., Inc., Tex., 538 S.W.2d 80 (1976), (recovery rejected on requiring additional crews for *1075pipeline construction); Davis v. Lewis, Tex.Civ.App., 487 S.W.2d 411 (1972) (auto repair finance company shop direction controversy). See also Sakowitz, Inc. v. Steck, Tex., 669 S.W.2d 105 (1984) (enforcement of noncompetition employment agreement); Calbom v. Knudtzon, supra (attorney’s fees).
Factual determinations resulting in a successful attack as an intentional-interference claim are illustrated in Alyeska Pipeline Service Co. v. Aurora Air Service, Inc., Alaska, 604 P.2d 1090 (1979) (sub-sub terminated and bad faith and ill will of general alleged creating issue of fact); Bridges v. Cal-Pacific Leasing Co., 16 Cal.App.3d 118, 93 Cal.Rptr. 796 (1971) (complex real estate transaction, advice to third party not to make payments, inference could support lack of justification); Kozlowsky v. Westminster National Bank, 6 Cal.App.3d 593, 86 Cal.Rptr. 52 (1970) (officer discharge); McEnroe v. Morgan, 106 Idaho 326, 678 P.2d 595 (1984) (justification for real estate transaction, involvement unproved); Barlow v. International Harvester Company, 95 Idaho 881, 522 P.2d 1102 (1974) (slander involvement in guaranty disturbance); P & F Industries v. Medallion Group, Inc., 102 A.D.2d 865, 476 N.Y.S.2d 928 (1984) (caused diversion of trust funds); Scymanski v. Dufault, 80 Wash.2d 77, 491 P.2d 1050 (1971) (co-op marketing conflict).
None of the cases involving a successful appeal for intentional-interference claims had to do with principles or factual situations affording authority to support the decision of this court or a rule permitting recovery in this guaranty situation.
The intrinsic status of the guaranty relationship as an aspect of the field of surety-ship must consequently explore the claimed legitimacy of the business relationship of a guarantor requesting security protection upon note renewal.
“Suretyship may be defined as a contractual relation whereby one person engages to be answerable for the debt or default of another.” Stearns, Law of Suretyship, supra, § 1.1 at 1.
“At common law, where the creditor received security from the principal for the payment of the debt, the surety could not force the creditor to look first to such security for his payment. The surety could protect himself by paying the creditor and thereby becoming subrogated to the creditor’s rights in the security.” Id., § 7.22 at 237.
“Subrogation in suretyship is ‘a mode which equity adopts to compel the ultimate discharge of the debt by him who in good conscience ought to pay it, and to relieve him whom none but the creditor could ask to pay.’ The scope of the right of subrogation consists in the immediate transfer, by operation of law, to the promisor in suretyship of all the rights of the creditor against the principal whenever the promisor pays the debt or satisfies the obligation. This right of subrogation is independent of any agreement between the parties and rests upon principles of natural justice and equity.” Id., § 11.1 at 439.
“The third great equitable right of a surety is his right, on payment of the principal’s debt, to be indemnified by the principal for the loss sustained by the surety in making payment of the debt. This right sometimes also described as a right to reimbursement or exoneration, is universally recognized.” Id., § 11.35 at 505.
See also Alces, The Efficacy of Guaranty Contracts in Sophisticated Commercial Transactions, 61 N.C.L.Rev. 644 (1983).
These principles seem clearly identified and established without significant question, evolving from suretyship, and earliest noted in Greek and Roman literature. See Pingrey on Suretyship and Guaranty (2d ed. 1913); I Brandt, Suretyship & Guaranty (3d ed. 1905); Loyd, The Surety, 66 U.Pa.L.Rev. 40 (1917-18).
Two Wyoming statutes have bearing on suretyship aspects and are applicable here.
The guarantor has the status under application of the Uniform Commercial Code as a debtor. See § 34-21-905, W.S.1977, 1986 Cum.Supp. (U.C.C. § 9-105(1)(d)). *1076Rushton v. Shea, 423 F.Supp. 468 (D.Del.1976); Norton v. National Bank of Commerce of Pine Bluff, 240 Ark. 131, 398 S.W.2d 538 (1966); Barnett v. Barnett Bank of Jacksonville, Fla.App., 345 So.2d 804 (1977); Bank of Gering v. Glover, 192 Neb. 575, 223 N.W.2d 56 (1974); T & W Ice Cream, Inc. v. Carriage Barn, Inc., 107 NJ.Super. 328, 258 A.2d 162 (1969); Chase Manhattan Bank, N.A. v. Natarelli, 93 Misc.2d 78, 401 N.Y.S.2d 404 (1977); Zions First Nat’l Bank v. Hurst, Utah, 570 P.2d 1031 (1977); Note, The Waiver of Defenses By Guarantors In Guaranty Contracts and the Nonwaiver Provisions of the Uniform Commercial Code, 5 Vermont L.Rev. 73, 84 n. 8 (1980).
Additionally, § 34-21-963, W.S.1977, 1986 Cum.Supp. (U.C.C. § 9-504), provides:
“(e) A person who is liable to a secured party under a guaranty, indorsement, repurchase agreement or the like and who receives a transfer of collateral from the secured party or is subrogated to his rights has thereafter the rights and duties of the secured party. Such a transfer of collateral is not a sale or disposition of the collateral under this article.”
See Nickles, Rethinking Some U. C. C. Article 9 Problems—Subrogation; Equitable Liens; Actual Knowledge; Waiver of Security Interests; Secured Party Liability for Conversion Under Part 5, 34 Ark.L.Rev. 10, 12 (1980-81); Hollabaugh, Surety’s Right to Equitable Subrogation: Overture for an Arrow, 51 Ins.Counsel J. 547 (1984).
No more realistic business decision from the standpoint of a guarantor can be found than for him to consider and request that the lender get any collateral available when the note renewal occurred in March, 1982. Thereafter, arbitration determined that in fact an unpaid balance remained on the contracts, which validated the release denial by the principal, the lender and the guarantor.
Not a scintilla of evidence of an improper business purpose is demonstrated by the guaranty history and the lending transaction. Intimation and contention by testimony, obviously persuasive to the listening jury, to suggest that Fitzgerald might have some control or interest in Oil Patch in no way affects the legal result and, in fact, relevant case law would find a strengthened self-interest factor justifying his separate protection if he had in fact been the sole stockholder and guarantor for the corporate manufacturer. Petit v. Cuneo, 290 Ill.App. 16, 7 N.E.2d 774 (1937). See also Coronet Development Company v. F.S.W., Inc., 379 Mich. 302, 150 N.W.2d 809 (1967).
(2) Contractual Breach
The assumptive posture of Texas West appears to be that somehow a contractual breach existed for which the consequent liability of Fitzgerald could be asserted.10 It is axiomatic in contractual cases of this nature that a valid contract does exist and a breach is required for resulting liability. Denhert v. Arrow Sprinklers, Inc., supra, 705 P.2d 846; Bellefonte Underwriters Insurance Co. v. Brown, Tex., 663 S.W.2d 562 (1983), rev’d on other grounds 704 S.W.2d 742 (1986). See also Restatement of Torts § 766.
The question of the failure of timely completion, if factually existent as a breach, was not in any way proximately related to Fitzgerald and if contended could have nothing to do with interference liability. See Spurlock v. Ely, supra, 707 P.2d 188; Worldwide Commerce, Inc. v. Fruehauf Corp., 84 Cal.App.3d 803, 149 Cal.Rptr. 42 (1978).
*1077The breach of contract then remaining for contention would be nondelivery, and that issue must be evaluated both in consonance of the contractual provision “delivery upon payment,” and § 34-21-259, W.S. 1977, providing that delivery is due upon payment, which accords with the contractual provision between the parties. The real world must be recognized in that the contract balance decided upon in arbitration removed any question from the later convened jury of contractual breach by nondelivery, since the right to nondelivery was then otherwise determined as the law of the case where demand for delivery was not accompanied by tendered requested payment. Likewise, the original trial court recognized this status by the quoted letter opinion and order denying replevin when the litigation had first been instituted.
Note must also be made that Fitzgerald only claimed right of possession after payment of the guaranty and consequent assignment of the collateral rights to him by the lender. At that time he became the secured lender. This event, as earlier noted, by stipulation was not the interference causative factor.
(3) Interest of Party To be Charged With Claimed Interference
In accord with the Restatement of Torts provision, § 773, it is hard to define a more specific interest in the asset value remaining due to the manufacturer than that held by Fitzgerald when the guaranteed indebtedness without payment matured into default and was then called by the lender for guarantor payment. Zoby v. American Fidelity Company, 242 F.2d 76 (4th Cir.1957) (“economic interest that is substantial”); Sakowitz, Inc. v. Steck, supra, 669 S.W.2d 105.
Legalistically, the position of Texas West and the resulting jury verdict after appropriate summary-judgment motions creates an amorphous, malicious-prosecution concept denying the right of the surety turned lender after call to contest and claim for collateral rights to the delinquent borrower’s assets. This theory is not only not within the province of any operational function of intentional interference but is also directly proscribed by the provisions of Restatement of Torts, §§ 773 and 769. Singer Credit Corporation v. Mercer Island Masonry, Inc., 13 Wash.App. 877, 538 P.2d 544 (1975); Matter of Kearney Chemicals, Inc., 468 F.Supp. 1107 (D.Del.1979); Babson Bros. Co. v. Allison, Fla.App., 337 So.2d 848 (1976), cert. denied 348 So.2d 944 (1977).
“ * * * One who in good faith asserts a legally protected interest of his own which he believes may be impaired by the performance of a proposed transaction is not guilty of tortious .interference.” Singer Credit Corporation v. Mercer Island Masonry, Inc., supra, 538 P.2d at 549.
Significant also is the fact that the collateral security documents did not change the relationship between Oil Patch and Texas West, since the collateral assignment encumbering inventory and receivables could and did only encumber a receivable. If Texas West owed nothing, it was entitled to rig possession, and the collateral assignment afforded no interest in the rig. The collateral pledge in no way changed title status. If money was due and Oil Patch had a right to payment, likewise nothing was changed except the right of the lender or subordinated guarantor to receive that money upon payment of whatever amount remained due as derived from the contractual relationship between the manufacturer and buyer. Tidal Western Oil Corp. v. Shackelford, Tex.Civ.App., 297 S.W. 279 (1927).
(4) Damage
Assumptive for determination of damage is the basic question of how anything Fitzgerald did adversely affected the legal relationships determined by the arbitration award.
To contend for liability and consequent damages, it is required to determine as a principle of business law that Fitzgerald, some time before his guaranty payment, should have forced the seller to release the equipment to the buyer with two direct and divisive results. First, the significant asset *1078would be gone from which funds for repayment to the guarantor could have been expected, and for which the rights of the principal to avoid indemnification would have been lost. Secondly, if Fitzgerald makes demand on the borrower to release the collateral security, then the borrower has the right to claim an offset for the value against any debt due either by instrument assignment or subrogated right of indemnity.
No matter what construction of California, New York, Oregon, or Restatement rules may be utilized for the tort, this transaction was not appropriate to justify the verdict for $500,000, $4,000,000, or whatever later may be determined by the jury as a figure that suits their conclusion, as witnessed by a Texas jury in Texaco Inc. v. Pennzoil Company, 784 F.2d 1133 (2d Cir.1986), an interference case which exceeded $11 billion.
Clearly, some elucidation should now be afforded by this court detailing what breach of duty devolved against the guarantor and what resulting compensation is justified therefrom. See Prosser and Keaton on Torts at 1004 (5th ed.)
It is not with idle contemplation that the concern about the measure of damages is addressed. Where today none of the participants really want the stacked drilling rig, one is called to envision a morass without safety rope into which the trial court will be thrust in an effort to instruct the next jury as to their authority and responsibility. Texas West owes Fitzgerald the sum of $467,000, plus interest and attorney’s fees totaling $678,387.17 as of March 13, 1985, and statutory ten percent interest since that date. On payment, Texas West should be entitled to the drilling rig, which apparently the parties now value at about $250,000.11
Against the amounts presently creditable as a debt determined due, there would then be the damages to be derived from a jury determination of the contractual default ki-stigated by Fitzgerald for which loss was sustained by Texas West. Unfortunately, in the present juncture of this case, the trial court is left to speculate as to the contractual default which constitutes the fact from which damages might subsequently be proved by the evidence and assessed by the jury. This is a complex requirement, since, in my opinion, no contract default has been proved.
Since the majority is determined to reverse the trial court, excise the remittitur and reactivate a further jury for the determination of damages, the court should determine the event of contract default and the measure of damages in order to provide some rational expectancy that this litigation pursued since 1982 will be seasonably terminated without the probability of another jury trial followed by another appeal. Gulf Colorado and Santa Fe Ry. v. Deen, Tex.Civ.App., 306 S.W.2d 171 (1957), rev’d and remanded 158 Tex. 466, 312 S.W.2d 933, mandamus granted in Deen v. Hickman, 358 U.S. 57, 79 S.Ct. 1, 3 L.Ed.2d 28, cert. denied in Deen v. Gulf, Colorado & Santa Fe Ry. Co., 358 U.S. 874, 79 S.Ct. 111, 3 L.Ed.2d 105 (1958).
I would affirm the decision of the trial court on the arbitration, and would also reverse the trial court and direct the entry of a judgment in favor of defendant Fitzgerald on the plaintiffs counterclaim against the intervenor, with the expectancy that possibly the litigation without further investment in cost to all parties would now be concluded. I would agree with the court that neither the original jury award nor the reduced amount by remittitur was proven as a proper damage award. See majority and dissenting opinions in Petty-Ray Geophysical, Division of Geosource, Inc. v. Ludvik, Wyo., 718 P.2d 9 (1986).
. A well-considered history ascribing the differing derivation of surety from Roman language and usage and guaranty from Teutonic history is to be found in Radin, Guaranty and Surety-ship, 17 Cal.L.Rev. 605 (1928-29). It is contended by some authorities that the general principles and relationships involving suretyship can be dated back to the earliest history of man in a societal relationship.
. The subject of intentional interference as a tort is comprehensively addressed by authorities and law journals which include: Note, Leigh Furniture and Carpet Co. v. Isom: Utah's New Tort for Interference with Prospective Economic Relations, 10 J.Contemp.Law 227 (1984); Comment, An Analysis of the Formation of Property Rights Underlying Tortious Interference with Contracts and Other Economic Relations, 50 U.Chi.L.Rev. 1116 (1983); Hughes and Gavin, Commercial Torts and Deceptive Trade Practices, 39 Sw.L.J. 123 (1985); Broida and Handler, Tortious Interference With Contract and Prospective Advantage in Illinois, 32 De Paul L.Rev. 325 (1982-83); Commentary, Interference With Contractual and Business Relations in Alabama, 34 Ala.L.Rev. 599 (1983); Comment, Interference With Prospective Gain: Must There be a Contract?, 22 San Diego L.Rev. 401 (1985); Note, Tortious Interference With Contractual Relations in the Nineteenth Century: The Transformation of Property, Contract, and Tort, 93 Harvard L.Rev. 1510 (1980); Perlman, Interference with Contract and Other Economic Expectancies: A Clash of Tort and Contract Doctrine, 40 U.Chi.L.Rev. 61 (1982); Note, Tortious Interference with Contract: A Reassertion of Society’s Interest in Commercial Stability and Contractual Integrity, 81 Colum.L.Rev. 1491 (1981); Dobbs, Tortious Interference with Contractual Relationships, 34 Ark.L.Rev. 335 (1980-81).
. Texas West exhaustively briefed the issue for the trial court that Fitzgerald was constrained to *1069rights of subrogation in suretyship demand compliance, and consequently that his payment released the collateral security. The issue was not again addressed in this appeal. It is the "you cannot buy out, but can only pay off" argument, with the corollary that the right of subrogation does not encompass right to the available security. Since not now argued, that contention will not be further addressed except to note that lack of supporting authority is found to be further complicated by the actual security acquisition in consonance with the equitable right of subrogation. Stearns, supra, §§ 11.1, 11.7, at 439, 456; Calhoun, Suretyship for the Iowa Lawyer, 67 Iowa L.Rev. 219 (1981-82).
. With present conditions in the oil industry it is generally assumed that the rig without draw works is now worth only a fraction of the original cost or contract price. Nobody really wants the rig very badly at this time. Apropos is a current quip circulating about Casper banks in the idiom of good news/bad news: the good news for new depositors is the availability of either a pen and pencil set or an oil well as a premium; the bad news is that all pen and pencil sets are gone.
. A complete review of the entire record reveals little actual conflict in the evidence. Excluding unsustained intimations in the examination, the events of factual controversy essentially involved payment and balance due, all of which was determined by arbitration first requested by Texas West and then scheduled by stipulation between Texas West and Oil Patch. There is an inferred conflict as to the effect of what Fitzgerald said to the Bank upon note renewal, but we have assumed the favorable inference to Texas West that it had the effect of requesting security, even though the record reflects that at an earlier loan committee meeting of the Bank it was determined that in any event they would require security before note renewal.
. In addition to the reimbursement and indemnity responsibilities of Oil Patch to Fitzgerald upon guaranty call, there was another reason for reluctance of the officers of Oil Patch to release assets for which a balance was claimed. Those persons, as principals in Oil Patch (Gibson and Harries) were co-guarantors, and as such have an obligation of contribution. Restatement of the Law of Security § 149 at 420. See also Calhoun, Suretyship for the Iowa Lawyer, supra n. 3, at 278; Stearns, supra, § 11.18 at 478. With or without inventory security in favor of the Bank, ultimate liability rested with Oil Patch, and, if then insolvent, contributory responsibility with its principals (Gibson and Harries) as co-guarantors. It is a flight of fancy to say that Fitzgerald “controlled" the nonre-lease decision of Oil Patch. Black v. O'Haver, 567 F.2d 361 (10th Cir.1977), cert. denied 435 U.S. 969, 98 S.Ct. 1609, 56 L.Ed.2d 61 (1978); Corinthian Corporation v. White & Bollard, Inc., 74 Wash.2d 250, 442 P.2d 950 (1968).
. Two events are denominated by Texas West as causative and wrongful in the intentional-interference tort context. The first was upon note renewal. Texas West intimates what was certainly not proven but is accepted as fact for this opinion, that Fitzgerald asked the lender to get security. What was demonstrated by the evidence was that Fitzgerald "asked the bank to be sure they had their paperwork in order.” The loan committee of the Bank had earlier determined that the operational loan should be col-lateralized before renewal.
The second event was in July, 1982, apparently after the note extension time had expired, when Fitzgerald did not agree to the lien release. The only way Fitzgerald could have controlled at that time was by (a) payoff of guaranty before call, and (b) release of his rights both as to subrogation and indemnity against Oil Patch, as well as to convince the co-guarantors who controlled Oil Patch to accept the release of the asset to the buyer.
. An exhaustive review of suretyship principles, including exoneration, reimbursement and sub-rogation, as well as defenses, is found in Calhoun, Suretyship for the Iowa Lawyer, 67 Iowa L.Rev., supra n. 3. See also Conner, Enforcing Commercial Guaranties in Texas: Vanishing Limitations, Remaining Questions, 12 Texas Tech.L.Rev. 785 (1981).
. Thereafter plaintiffs attorney removed the sitting trial judge, and substitution of other judges ensued.
. Another interesting anomaly exists with the three co-guarantors. One of the other two, Gordon Gibson, signed the renewal note and the financing agreement with the approval of the other guarantor, W.T. Harries (these two being the shareholders and officers of Oil Patch). Suit was originally instituted on the intentional interference claim against only the outside guarantor, and not the parties with control of Oil Patch. An attempt during trial to add the Bank and Gibson was denied by the trial court, and another lawsuit is now pending in this court on that litigation.
. The determination of amounts due Fitzgerald is derived from the judgment entered in favor of Oil Patch against Texas West, pursuant to the arbitration award, which amount has been assigned to and is collectible by Fitzgerald.