Holloway v. Skinner

ENOCH, Justice,

concurring in the judgment.

Rick Skinner failed to present any evidence that Holloway acted outside his corporate authority in making the decisions that precipitated the corporation’s breach of its agreement with Skinner. Therefore, I agree with the Court that, as a matter of law, Graham Holloway cannot be held liable for tortiously interfering with a contract between the corporation, of which he was president, and Skinner, with whom the corporation had contracted. Thus, the judgment of the court of appeals must be reversed.

To the extent the Court concludes that the plaintiff failed to show the defendant acted so contrary to the corporation’s best interests that his actions could only be motivated by personal interests, I agree. 898 S.W.2d at 798. The Court is incorrect, however, in holding that such evidence is necessary to show willful and intentional interference. 898 S.W.2d at 798. Instead, such evidence is necessary to show that the agent acted as a stranger to the contract. Because of this error, I cannot join in the Court’s opinion.

To the extent that Justice Hecht concludes that the issue in this case is whether the action of the agent was within the scope and authority granted to it by its principal, I agree. But, I cannot agree that the scope of authority is merely a question of whether an act is explicitly authorized. Our cases have recognized that an agent must exercise corporate authority in good faith in order to be treated as the principal. See Maxey v. Citizens National Bank, 507 S.W.2d 722, 726 (Tex.1974) (an officer is not hable for inducing the corporation to breach a contract provided that the officer acts in good faith and believes what he does is for the best interest of the corporation).1 This good faith requirement forces this Court to recognize that lack of authority may be shown where an agent acts so contrary to the corporation’s best interests that his actions could only be motivated by personal interests. Because Justice Hecht does not recognize the role of good faith in the agency inquiry, I cannot *804join Ms concurrence. Therefore, I concur in the Court’s judgment and write separately.

I.

As the Court recognizes, it is axiomatic within the context of a tortious interference with contract cause of action that a party to the contract cannot interfere with itself. See Raymond v. Yarrington, 73 S.W. 800, 802-04 (Tex.1903). It is the plaintiffs burden to prove that the party alleged to have interfered with a contract is not one of the contracting parties. See Baker v. Welch, 735 S.W.2d 548, 549 (Tex.App. — Houston [1st Dist.] 1987, writ dism’d). In the context of a contract with a corporation, the plaintiff has the burden to demonstrate that the corporate officer should not be treated as the contracting party, and instead should be treated as a stranger to the contract. The plaintiff must present proof that tMs agent acted outside its scope of authority.

II.

The plaintiff can satisfy Ms burden in one of two ways: 1) the plaintiff can show lack of authority directly, by showing that the defendant did not have the authority to undertake the acts taken; or 2) the plaintiff can show what amounts to a lack of authority indirectly, by showing that the defendant was acting so contrary to the corporation’s best interests that Ms actions could only have been motivated by personal interests.

As for the first method, Skinner presented absolutely no direct evidence that Holloway, in determining to breach the corporation’s loan agreement with Skinner, acted outside the scope of Ms corporate authority. In fact, the undisputed evidence was that Holloway was the corporate president, and there was no evidence offered showmg the president was not authorized to make the decisions he made. As for the second method, the Court correctly notes that there was not more than a scintilla of evidence that Holloway acted to serve Ms individual interests to the detriment of the corporation. As a matter of law, Skinner cannot prevail on Ms tortious interference action against Holloway because there was no evidence that Holloway was acting outside the scope of his authority from the principal

III.

The Court correctly assesses my views to the extent I would hold that Holloway’s authority to act on behalf of the corporation as he did should end the inquiry. Accord 898 S.W.2d at 798 (Hecht, J., concurring) (agent should not be held liable for tortious interference with corporation’s contract if the agent acted witMn the course and scope of authority). Additionally, the Court in effect states that liability can turn on the indirect disregard of corporate authority, by using the corporate position to benefit the individual at the expense of the corporation. The Court, however, errs m not acknowledging that its analysis also inquires into the agent’s scope of authority.

Under the first element of the tortious interference with contract cause of action, there must be a contract that was subjected to interference. If the interferer is a party, then there was no contract subjected to interference because a party cannot interfere with himself. Baker, 735 S.W.2d at 549. I part company with the Court when it holds that SMnner satisfied the first element by merely showing that there was not a complete identity of interests between Holloway and the corporation. “Complete identity” is not at issue — “corporate authority” is. The Court further errs in completing its analysis by turning to the second element (whether there was willful and intentional act of interference). 898 S.W.2d at 796. TMs places a square peg into a round hole. The Court unnecessarily complicates the body of law surrounding tortious interference claims made against an officer of a contraetmg party-

My route is more direct. Absent proof that Holloway lacked the corporate authority to imtiate the corporate breach, Skinner cannot prevail as a matter of law in his tortious interference action against Holloway. Therefore, I concur in the Court’s judgment.

. Indeed, Justice Hecht’s discussion of Morgan Stanley & Co. v. Texas Oil Co., - S.W.2d -, 1994 WL 808432 (Tex.App.- — Houston [14th Dist.] 1994, writ denied) demonstrates the vitality of the good faith requirement. Morgan Stanley was decided on the basis of an application of Maxey v. Citizens National Bank, 507 S.W.2d 722, 726 (Tex.1974) and its good faith requirement; whether Morgan Stanley acted in good faith and in Tenneco's best interests. Justice Hecht purports to agree with Maxey and yet ignores its good faith requirement. Neither the present case nor Morgan Stanley are a departure from the body of law established in prior cases like Maxey.