Wenthe v. Willis Corroon Corp.

CRAHAN, Presiding Judge,

concurring in part and dissenting in part.

I concur in the majority opinion insofar as it affirms the summary judgment in favor of General Dynamics on Count VII, breach of contract. I respectfully dissent from the majority’s determination that plaintiffs petition is sufficient to state a claim for relief on Counts IX and X, tortious interference with contract,1 and Count XI, civil conspiracy. Even giving plaintiff the benefit of all reasonable inferences, the petition does not adequately plead a contract or valid business relationship or expectancy that was or could have been interfered with by General Dynamics. Nor does it sufficiently plead absence of justification, causation, or conspiracy to commit an unlawful act.

In order to state a claim for interference with contract or valid business expectancy, it is first necessary to establish what contractual right or valid business expectancy the plaintiff had. If the pleadings establish that the alleged contractual right does not exist or that any expectancy , was not reasonable and valid under the circumstances alleged, it follows that there was nothing for the defendant to interfere with.

According to the majority, the alleged breach of contract or valid business expectancy in this case was Willis Corroon’s removal of plaintiff as its servicing agent for General Dynamics’ insurance accounts with Willis Corroon — accounts plaintiff sold to Willis Corroon pursuant to a written purchase agreement in March, 1988. See slip op. at p. 792-793. The entire series of written contracts of employment, option for purchase and the purchase agreement itself are attached to the petition and incorporated-therein by reference. Inasmuch as the meaning of these contracts is purely a question of law, it is appropriate to examine them to determine whether these agreements or any other circumstances alleged in the petition give rise to any contractual right or valid business expectancy on plaintiffs part that he would serve as Willis Corroon’s exclusive agent for the General Dynamics accounts, or at least could not be removed from such accounts. We are necessarily handicapped in this regard by the fact that nowhere in the petition does plaintiff specifically allege that he had any contractual right or valid business expectancy that he could not be removed from the General Dynamics accounts, let alone the source of such right or expectancy. Leaving that deficiency aside, however, the more fundamental problem from plaintiffs perspective is that the contracts themselves and the circumstances alleged by plaintiff squarely refute plaintiffs assertion of such a right or expectancy.

Attached to the petition and incorporated therein are four basic agreements and amendments thereto: (1) an option agreement dated October 1, 1985; (2) an employment agreement dated October 1, 1985; (3) an employment agreement dated October 1, 1987; and (4) an agreement for purchase of certain General Dynamics accounts from plaintiff dated March 15, 1988. I can find nothing in any of these agreements which purports to grant plaintiff an exclusive right to act as Willis Corroon’s agent on the General Dynamics accounts or that would in any way preclude Willis Corroon from reassigning him to work on other clients if it deemed such action to be appropriate. Nor can I find any allegation in the petition that the contracts themselves contained such terns.

The majority likewise does not identify any contract provisions or allegations thereof that would prevent Willis Corroon from assigning someone else to service the General Dynamics accounts. Rather, the majority holds that plaintiffs recruitment by Willis Corroon, his long-standing work with General Dynamics, his employment by Willis Corroon after it purchased the General Dynamics accounts from him and his assignment to work on those accounts up to the date of General Dynamics’ alleged interference gave rise to a business expectancy that plaintiff would continue working on the General Dynamics ae-*799counts and earn continuing compensation therefor. See slip op. at p. 793. Assuming that such an expectancy can be fairly inferred from the petition, I cannot agree that this is a reasonable business expectancy that is susceptible of interference by General Dynamics.

The situation presented can be better understood by substituting functional titles for the names of the parties. The petition essentially alleges that Agent (plaintiff), while working for a previous employer, sells various lines of insurance to Customer (General Dynamics) which results in the establishment of valuable continuing accounts for the placement and renewal of insurance. Agent obtains a loan from New Employer (Willis Cor-roon) and purchases the accounts for himself. Agent accepts part-time employment with New Employer, contracts with New Employer to service the accounts he now owns in exchange for a share of the commissions, and grants New Employer an option to purchase the accounts from him. New Employer later purchases the accounts of Customer and hires Agent on a full-time basis. Agent is assigned to work on Customer’s accounts. Customer becomes dissatisfied with Agent and demands Agent to be removed from servicing its accounts or it will take its business elsewhere. Customer allegedly slanders Agent, calling him a “crook” among other things. New Employer complies with the demand and reassigns Customer’s accounts to another subsidiary. The issue is whether Agent has stated a claim against Customer for tortious interference with Agent’s reasonable business expectancy of continuing to service Customer’s accounts and earn commissions therefor.

If the defendant in this case was a third party, such as a competitor for General Dynamics’ insurance business, the answer would be yes. Given the long-standing nature of the relationship, there is a reasonable expectation that the relationship will continue absent interference by a third party. If the third party uses wrongful means, such as slander, to interfere with that expectancy, the interference is actionable. Where the defendant is the customer, however, there can be no reasonable expectancy that the relationship will continue, nor can the customer interfere with such expectancy. This is because an insurance customer has an absolute right to determine who it will deal with in placing insurance coverage. See Fred Miller Co. v. Empire Fire & Marine Ins. Co., 503 F.2d 751, 754 (8th Cir.1974). Because the customer has an unfettered right to place its insurance business with whomever it pleases, whenever it pleases, there can be no reasonable business expectancy, viz-a-viz the customer, that the relationship will continue. Nor can the customer interfere with a contract, understanding or expectancy between two third parties (here, plaintiff and his employer) to sell insurance to itself. Whatever plaintiff and his employer may have agreed upon concerning the servicing of General Dynamics accounts, it cannot constitute a reasonable business expectancy General Dynamics was in any way obligated to respect. Plaintiffs alleged expectancy of further business was reasonable only if and so long as General Dynamics consented to the arrangement. Thus, by revoking its consent to plaintiffs continued servicing of its accounts, General Dynamics cannot tortiously interfere with plaintiffs expectancy regardless of its justification and regardless of whether its conduct was otherwise wrongful.

The petition is further deficient for failure to allege any rational linkage between the alleged interference and the alleged wrongful acts negating justification, or between the alleged interference and wrongful acts and resulting damage. Count IX, for example, alleges damage in the form of Willis Cor-roon’s failure to pay earned commissions for work plaintiff performed prior to his removal from the accounts. There is no allegation, however, that General Dynamics took any action or made any request that would prevent plaintiff being paid for work he had already performed. Indeed, plaintiff alleges that General Dynamics paid Willis Corroon for the work, so it is difficult to understand how its demand that plaintiff be removed *800from future work on its accounts, which is not in any event tortious interference, could constitute tortious interference with his contractual right to payment for work already performed and paid for by General Dynamics.2

Count X alleges plaintiff was deprived of future commissions by reason of Willis Cor-roon’s transfer of two specified General Dynamics accounts to other Willis Corroon entities. As discussed above, as a matter of law plaintiff cannot have a reasonable business expectancy viz-a-viz General Dynamics that he will continue to service its accounts. This is not simply a matter of failure to allege absence of justification on the part of General Dynamics, it is a failure to allege a reasonable business expectancy that General Dynamics could have interfered with in the first place. Further, in his petition, plaintiff alleges that under the terms of his contracts with Willis Corroon, he is entitled to commissions on amounts received on the General Dynamics accounts regardless of who services them. The purchase agreement at least appears to support this contention. If plaintiff is entitled to be paid commissions on the General Dynamics accounts in any event, his removal from the accounts does not result in any damage.

I have no quarrel with the majority’s determination that, in a proper case, the fact that an action for slander may be barred by the applicable statute of limitation should not prevent proof of slander as a wrongful act comprising an element of tortious interference. For the foregoing reasons, however, I do not believe that this is such a case. The petition never alleges a reasonable business expectancy that could have been interfered with by General Dynamics. Further, the petition is insufficient to establish any linkage or causation between the slander and any alleged interference by General Dynamics. One cannot utter slander to oneself, so the alleged slander by General Dynamics cannot be the cause of General Dynamics’ demand that plaintiff be removed from its own accounts. In addition, a number of the alleged incidents of slander involved statements to persons with no apparent ability to influence plaintiffs employment in any fashion. All of the alleged slander is simply lumped together through a general incorporation by reference of the slander count and alleged generally to be a wrongful act constituting interference. The Missouri Supreme Court has recently rejected the sufficiency of this sort of allegation in a tortious interference case. See Nazeri v. Missouri Valley College, 860 S.W.2d 303, 316-17 (Mo. banc 1993).

Finally, the majority upholds the sufficiency of plaintiffs “civil conspiracy” count. Inasmuch as this count simply rehashes the allegations of Counts IX and X, it adds nothing to the petition. The count is also insufficient on its face as it merely incorporates allegations by reference without any indication of which of the earlier alleged facts establish which elements of the alleged conspiracy. After a careful reading of the petition, I am unable to discern the elements and do not see how General Dynamics can prepare itself to meet them. I perceive no error in the trial court’s dismissal of this count. See id. at 317.

For the foregoing reasons, I would affirm the judgment of the trial court in dismissing Counts IX, X and XI.

. As discussed in greater detail infra, Count IX seeks damages for depriving plaintiff of past commissions earned and Count X seeks damages for depriving plaintiff of future compensation.

. Plaintiff arguably could have claimed that General Dynamics’ alleged slander caused his employer not to pay him, but that would simply be part of his consequential damages for slander. not conduct which would itself constitute interference with his contract with his employer. As noted in the majority opinion, plaintiff does not contest the dismissal of his slander claims.