On December 6, 2022, Justice Cohen of the New York County Commercial Division issued a decision in TPC Angels Landing DTLA, LLC v. Claridge DTLA Assoc., LLC, 2022 NY Slip Op. 34115(U), holding that an employee cannot be liable for tortious interference based on his employer’s breach of contract, explaining:
Plaintiffs’ proposed claim against Pagan for tortious interference with contract (Count Five) is palpably insufficient and devoid of merit. It is well established that only a stranger to a contract, such as a third party, can be liable for tortious interference with a contract. In Bradbury, the First Department held, given that Israel was the sole owner and operator of MiT, and MiT could only act upon Israel’s direction, MiT was also not a stranger to the contract. Based on the allegations Plaintiffs have advanced in this case, Pagan cannot be considered a stranger to the LLC Agreement.
Moreover, to establish a corporate officer’s liability for inducing a breach of a contract between the corporation and a third party, the complaint must allege that the officers’ acts were taken outside the scope of their employment or that they personally profited from their acts. A cause of action seeking to hold corporate officials personally responsible for the corporation’s
(Internal quotations and citations omitted).
breach of contract is governed by an enhanced pleading standard and, generally, such a standard requires a particularized pleading of allegations that the acts of the defendant corporate officers which resulted in the tortious interference with contract either were beyond the scope of their employment or were motivated by their personal gain, as distinguished from gain for the corporation. Plaintiffs make no such allegations here.