Opinion
CIVIL ACTION NO: 02-3248 SECTION "R" (4)
April 7, 2003
ORDER AND REASONS
Before the Court is defendants' motion to dismiss under Federal Rule of Civil Procedure 12(b)(6). The Court dismisses plaintiff's claims for tortious interference with contractual relations as to Tanner Companies, L.P., Apogee 21, Inc., and Doncaster. In addition, because plaintiff does not allege that she was Doncaster's business competitor, the Court dismisses plaintiff's claims under the Louisiana Unfair Trade Practices Act ("LUTPA"), LA. REV. STAT. §§ 51:1401-1418.
I. BACKGROUND
Plaintiff, Jan Bollinger, served as a sales representative for Doncaster, a manufacturer of women's clothing and accessories, for over 20 years. Her last contract was renewed for a period of one year, commencing on January 1, 2002. This lawsuit arises out of Doncaster's decision to terminate that contract mid-year, allegedly without justification. Bollinger named as defendants in this lawsuit Doncaster, Tanner Companies, L.P., and Apogee 21, Inc. The Complaint alleges that Tanner Companies is "a limited partnership doing business as Doncaster," and that Apogee 21 is "authorized to do and doing business as Doncaster." (Petition For Damages, ¶ I.) Bollinger also named as a defendant Nancy Woodman, Doncaster's Regional Sales Leader.
Bollinger alleges that defendants tortiously interfered with her contractual relationship with Doncaster. Specifically, she alleges that Woodman advised consultants who worked under Bollinger that they need not be concerned about the decline in sales resulting from the events of September 11, 2001, while, at the same time, she held Bollinger responsible for pre-September 11 sales targets for the same consultants. Bollinger alleges that this resulted in a significant loss of profits to both Bollinger and Doncaster, paving the way for Doncaster's decision to terminate her contract. Bollinger further alleges that Sharon Decker, a Doncaster corporate officer not named as a defendant, joined in and promoted the tortious interference in her contractual relations. She asserts that it is the intent of Woodman and Decker to capture the commissions generated by her sales efforts.
Defendants move to dismiss plaintiff's claims for tortious interference as to the three corporate entity defendants, namely, Doncaster, Tanner and Apogee 21. Defendants also move to dismiss plaintiff's claims under LUTPA.
II. Discussion
A. Legal Standard
In a motion to dismiss for failure to state a claim under Rule 12(b)(6), the Court must accept all well-pleaded facts as true and view the facts in the light most favorable to the plaintiff. See Baker v. Putnal, 75 F.3d 190, 196 (5th Cir. 1996); American Waste Pollution Control Co. v. Browning-Ferris, Inc., 949 F.2d 1384, 1386 (5th Cir. 1991). The Court must resolve doubts as to the sufficiency of the claim in plaintiff's favor. Vulcan Materials Company v. City of Tehuacana, 238 F.3d 382, 387 (5th Cir. 2001). Dismissal is warranted if it appears certain that the plaintiff cannot prove any set of facts in support of her claim that would entitle her to relief. Id.; Piotrowski v. City of Houston, 51 F.3d 512, 514 (5th Cir. 1995) (quoting Leffall v. Dallas Indep. Sch. Dist., 28 F.3d 521, 524 (5th Cir. 1994)).
B. Plaintiff's Claims for Tortious Interference
The complaint makes clear — and the parties do not dispute — that plaintiff's claims for tortious interference with contractual relations are governed by Louisiana law. This is because the conduct that caused the injury occurred in Louisiana and the resulting injury occurred in Louisiana. LA. CIV. CODE art. 3543; Petition for Damages, ¶¶ XIV-XVI and XXVI. Louisiana recognizes only a limited cause of action for intentional interference with contractual relations. In 9 to 5 Fashions, Inc. v. Spurney, 538 So.2d 228, 231-34 (La. 1989), plaintiff 9 to 5 Fashions, Inc. had contracted with Louisiana World Exposition, Inc. ("LWE"), to supply custom made uniforms to World's Fair employees. After the Fair ended, 9 to 5 Fashions could not recover the full amount owed under the contract because LWE had taken bankruptcy. Unable to recover from LWE, 9 to 5 Fashions sued Petr Spurney, chief executive officer of LWE, for intentional interference with contractual relations. The Spurney court held that "an officer of a corporation owes an obligation to a third person having a contractual relationship with the corporation to refrain from acts intentionally causing the company to breach the contract or to make performance more burdensome, difficult or impossible or of less value to the one entitled to performance, unless the officer has reasonable justification for his conduct." Id. at 231. The corporate officer's actions are justified if he was acting within the scope of his corporate authority and in the reasonable belief that his actions were for the benefit of the corporation. Id. at 231.
In Spurney, the court determined that Petr Spurney's conduct was not actionable because, even if his conduct made performance of the contract more burdensome, the record did not indicate that he either exceeded the scope of his authority or acted in a manner adverse to the interests of LWE. Id. at 234-35. The Spurney court expressed its intention not "to adopt whole and undigested the fully expanded common law doctrine of interference with contract." Id. Ultimately, whether a plaintiff may bring a cause of action for intentional interference with contractual relations turns on whether the defendant owed the plaintiff a duty to avoid such interference. American Waste Pollution Control Company v. Browning-Ferris, Inc., 949 F.2d 1384, 1390 (5th Cir. 1992); Gearheard v. DePuy Orthopaedics, Inc., 2000 WL 533352, *6 (E.D.La. 2000).
Under Spurney, a tortious interference claim may lie against Woodman if she acted beyond the scope of her corporate authority or knowingly committed acts adverse to Doncaster's interests. If she acted within the scope of her corporate authority, then the proper vehicle for relief is a breach of contract action against the corporation itself. See Technical Control Systems, Inc. v. Green, 809 So.2d 1204 (La.Ct.App. 2002). Plaintiff's claims against the corporate entity defendants are garden variety breach of contract claims. They do not fit the Spurney paradigm because the corporate officer is not alleged to have acted beyond the scope of her authority or in a manner adverse to Doncaster's interests. Indeed, in her brief plaintiff asserts that Doncaster allowed its corporate officer and another employee to interfere with her contract and that it authorized the New Orleans Agencies not to produce any revenue. Further, a corporate entity is not liable through respondeat superior for Spurney claims asserted against a corporate officer because, by definition, a Spurney claim involves conduct beyond the scope of the officer's corporate authority. Notably, plaintiff does allege a claim for breach of contract against the corporate entity defendants. ( Id. ¶ XXXII.) Plaintiff does not allege facts that support a finding that the corporate entity defendants owed plaintiff a duty beyond the contract. Accordingly, the Court dismisses plaintiff's tortious interference claims against Doncaster, Tanner, and Apogee 21.
C. Plaintiff's Claims Under LUTPA
LUTPA makes unlawful "unfair methods of competition and unfair or deceptive acts or practices in the conduct of any trade or commerce." LA. REV. STAT. § 51:1405. The Act provides a cause of action only for direct consumers and business competitors. See, e.g., Tubos de Acero de Mexico, S.A., v. American International Investment Corp., Inc., 292 F.3d 471, 479 (5th Cir. 2002); Delta Truck Tractor, Inc. v. J.I Case Company, 975 F.2d 1192, 1205 (5th Cir. 1992). Bollinger asserts standing under LUTPA by virtue of the possibility that she is Doncaster's business competitor. Bollinger has not asserted in her petition that she was Doncaster's business competitor, and the LUTPA claim is based on the same facts alleged to support the tortious interference claim.
To survive a Rule 12(b)(6) motion to dismiss, plaintiff must allege facts sufficient to support an allegation that she is Doncaster's business competitor. See Sears, Roebuck and Co. v. Danny Williams Plumbing, Inc., 1999 WL 280439, *2-3 (E.D.La. 1999); Tessier v. Moffatt, 93 F. Supp.2d 729, 734 (E.D.La. 1998). To qualify as a business competitor, Bollinger must actually or potentially engage in business that competes directly or indirectly with Doncaster. Tubos de Acero, 292 F.3d at 480. Bollinger's petition not only fails to allege that she is a competitor, but it also alleges facts quite the contrary. Bollinger alleges, for example, that she gave Doncaster 20 years of "faithful and successful service" as a Doncaster sales representative and that she earned Doncaster millions of dollars in revenues. (Petition For Damages, ¶¶ III and VIII.) In opposition to defendants' motion to dismiss, Bollinger points out that she was never contractually barred from competing with Doncaster. Her petition, however, makes no mention of any plans to compete with Doncaster. See W.A. Offshore Equipment Co., Inc. v. Parmatic Filter Corporation, 767 F. Supp. 125, 126-27 (E.D.La. 1991) (finding that a sales representative who worked for the defendant, who neither claimed nor brought evidence indicating intent to establish a competitive enterprise, did not have business competitor standing under LUTPA). Therefore, the petition does not sufficiently allege facts that support a claim against defendants under LUTPA.
III. Conclusion
For the foregoing reasons, the Court dismisses plaintiff's claims for tortious interference with contractual relations as to defendants Tanner, Apogee 21, and Doncaster. The Court also dismisses plaintiff's claims under LUTPA.