Hamann v. Carpenter

• Decision Date: 05 September 2019
• Docket Number: No. 19-1075,19-1075
• Citation: 937 F.3d 86
• Parties: Thomas HAMANN, Plaintiff, Appellant, v. Stuart A. CARPENTER ; Copley Motorcars Corporation ; Leslie H. Wexner, Defendants, Appellees.
• Court: U.S. Court of Appeals — First Circuit

937 F.3d 86

Thomas HAMANN, Plaintiff, Appellant,

v.Stuart A. CARPENTER ; Copley Motorcars Corporation ; Leslie H. Wexner, Defendants, Appellees.

No. 19-1075

United States Court of Appeals, First Circuit.

September 5, 2019

George W. Kramer for appellant.

Matthew S. Zeiger, with whom Zeiger Tigges & Little LLP, Columbus, OH, Robert R. Berluti, and Berluti McLaughlin & Kutchin LLP, Boston, MA, were on brief, for appellees.

Before Thompson, Kayatta, and Barron, Circuit Judges.

KAYATTA, Circuit Judge.

Thomas Hamann alleges that he was denied the fruits of a profitable exclusive-seller agreement for the sale of a 1953 Ferrari automobile when defendant Stuart Carpenter caused the breach of that agreement by threatening economic harm to the other party to the contract. Hamann brought this suit, including claims of tortious interference with an advantageous business relationship, tortious interference with an existing contract, and violations of Massachusetts's Consumer Protection Law, Mass. Gen. Laws ch. 93A, § 11, in the U.S. District Court for the District of Massachusetts. The district court dismissed with prejudice Hamann's claims, reasoning that Hamann had failed to plausibly allege an improper motive underlying Carpenter's interference with Hamann's contract and concluding that Carpenter's alleged improper means of interfering with that contract amounted to nothing more than "[t]ough negotiating." We now reverse in part and affirm in part that decision.

I.

Because the district court dismissed Hamann's complaint on a Rule 12(b)(6) motion to dismiss, we take the nonconclusory, nonspeculative facts contained in the complaint as true and draw all reasonable inferences from those facts in Hamann's favor. See Barchock v. CVS Health Corp., 886 F.3d 43, 48 (1st Cir. 2018).

At issue in this appeal is a rare 1953 Ferrari 375MM Pininfarina Spyder ("the Ferrari"), a highly sought-after prize for the car enthusiast with the means to afford the significant bounty needed to acquire one. Emilio Gnutti, an Italian collector who originally owned the Ferrari, agreed to sell the car to Vincenzo Scandurra, an Italian national living in Monaco who intended to resell it (presumably at a profit). Scandurra paid Gnutti a large deposit for the Ferrari. But because Scandurra did not have enough cash to complete the purchase, he found himself under significant pressure to find a buyer so as not to forfeit the deposit. So, Scandurra hired Hamann, a buyer and seller of high-end vehicles in Connecticut, as his exclusive agent to find a buyer for the Ferrari and agreed to pay Hamann a commission for his work.

Hamann first offered to sell the Ferrari to Stuart Carpenter, owner of Copley Motorcars Corporation and agent of billionaire Leslie Wexner, for $15 million. In extending that offer, Hamann informed Carpenter that Hamann was the exclusive seller of the Ferrari. Carpenter declined Hamann's offer, noting that "he did not have any interest in said Ferrari ..., nor would Wexner." Hamann then secured a bid of $10.5 million for the Ferrari from a different party, Dana Mecum. Scandurra gave Hamann the green light to sell the Ferrari to Mecum at that price. Hamann, as agent for Mecum, then entered into an agreement with Scandurra for the purchase of the Ferrari and sent Scandurra a €2 million deposit.

Two days later, Hamann learned that Wexner (through Carpenter and other agents) had contacted Gnutti directly and offered to purchase the Ferrari for €9 million (roughly equivalent to $12.5 million at that time, according to the complaint). Scandurra informed Hamann that he would have to back out of their agreement and sell the Ferrari to Carpenter and Wexner because Carpenter had threatened to "go directly to Gnutti and interfere with Scandurra's relationship with Gnutti" if Scandurra refused Carpenter's offer. If Carpenter made good on this threat, Scandurra feared, he would lose out on the opportunity to sell the other cars in Gnutti's collection.

Hamann immediately emailed Carpenter, reminding him that Hamann was the exclusive seller of the Ferrari and informing him that the Ferrari was "under contract with a deposit on the way." Carpenter eventually responded, stating that "he didn't have the feeling that [Hamann] had the exclusive sales rights to [the Ferrari]" and noting that "seven other dealers would have offered him the car after [Hamann] for the same price."

Scandurra executed the sale to Carpenter and Wexner. After transferring proceeds from the sale to Gnutti and paying other commissions, Scandurra informed Hamann that he would not be able to pay him a commission.

Hamann did not sue Scandurra for his breach of their agreement. Instead, Hamann sued Carpenter, Copley Motorcars Corporation, and Wexner, as Carpenter's principal, for tortious interference with an advantageous business relationship, tortious interference with an existing contract, and violations of Massachusetts's Consumer Protection Law, Mass. Gen. Laws ch. 93A, § 11. After giving Hamann an opportunity to amend his complaint, the U.S. District Court for the District of Massachusetts concluded that Hamann had failed to plausibly allege any impermissible motive or means of interference with Hamann's business relationships or existing contracts. See Hamann v. Carpenter, No. 17-cv-11292-ADB, 2019 WL 181284, at *5 (D. Mass. Jan. 11, 2019). Accordingly, the court dismissed his suit. Id. This timely appeal followed.

II.

We address, in order, Hamann's two common law tortious-interference claims, followed by his statutory Massachusetts Chapter 93A claim.

A.

Under Massachusetts law, a plaintiff bringing a claim of tortious interference with a contractual relationship must prove that "(1) he had a contract with a third party; (2) the defendant knowingly interfered with that contract ...; (3) the defendant's interference, in addition to being intentional, was improper in motive or means; and (4) the plaintiff was harmed by the defendant's actions." O'Donnell v. Boggs, 611 F.3d 50, 54 (1st Cir. 2010) (quoting Harrison v. NetCentric Corp., 433 Mass. 465, 744 N.E.2d 622, 632 (2001) ).

The defendants' primary line of attack -- both below and on appeal -- trains on the third element: whether Carpenter's motive or his means of inducing the breach of Hamann's contract was "improper." The district court also homed in on this element. The court found Hamann's allegations of improper motive too conclusory, and it deemed Carpenter's alleged threat to interfere with Scandurra's relationship with Gnutti to be nothing more than "[t]ough negotiating," not amounting to an improper interference. Hamann, 2019 WL 181284, at *4.

On the former point, we agree. Massachusetts courts will find the improper motive element met when a defendant exhibits " ‘actual malice’ or ‘a spiteful, malignant purpose, unrelated to [a] legitimate corporate interest.’ " Tuli v. Brigham & Women's Hosp., 656 F.3d 33, 43 (1st Cir. 2011) (quoting King v. Driscoll, 418 Mass. 576, 638 N.E.2d 488, 494–95 (1994) ); see also Cavicchi v. Koski, 67 Mass.App.Ct. 654, 855 N.E.2d 1137, 1142 (2006) ("[E]vidence of retaliation or ill will toward the plaintiff will support the claim."). On the other hand, the mere desire to benefit oneself or one's principal will not suffice. See United Truck Leasing Corp. v. Geltman, 406 Mass. 811, 551 N.E.2d 20, 24 (1990).

Hamann's complaint does manage to claim that "[a]t all relevant times herein, Carpenter bore ill will and spite toward Hamann, and personally communicated that to [him]." But we concur with the district court that this allegation, standing alone, is too cursory and too conclusory to cross the plausibility threshold. Hamann was well positioned to know of any facts that would plausibly support a finding of Carpenter's ill will towards him rather than a conclusion that Carpenter was motivated merely by his desire to procure the Ferrari for his principal. Yet, Hamann alleges no such facts to support his otherwise too-conclusory parroting of the improper-motive element. See Ocasio-Hernández v. Fortuño-Burset, 640 F.3d 1, 12 (1st Cir. 2011) ("A plaintiff is not entitled to ‘proceed perforce’ by virtue of allegations that merely parrot the elements of the cause of action." (quoting Ashcroft v. Iqbal, 556 U.S. 662, 680, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) )); SEC v. Tambone, 597 F.3d 436, 442 (1st Cir. 2010) ("If the factual allegations in the complaint are too meager, vague, or conclusory to remove the possibility of relief from the realm of mere conjecture, the complaint is open to dismissal."); Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007).

On the district court's latter point, however, we disagree. The district court is generally correct that hard bargaining and lawful competition generally do not amount to impermissible interference under Massachusetts law. See, e.g., Cook & Co. Ins. Servs. v. Volunteer Firemen's Ins. Servs., 657 F. App'x 1, 2 (1st Cir. 2016) ("[C]ompetitive infighting, though sometimes unattractive, is not per se unlawful"); Am. Private Line Servs., Inc. v. E. Microwave, Inc., 980 F.2d 33, 36 (1st Cir. 1992) ("By courting Cable & Wireless with low prices and atypical services, EMI simply engaged in lawful competition to renew its already existing contract with Cable & Wireless."); Melo-Tone Vending, Inc. v. Sherry, Inc., 39 Mass.App.Ct. 315, 656 N.E.2d 312, 315 (1995) ("For competition and for the rough and tumble of the world of commerce, there is tolerance, even though the fallout of that rough and tumble is damage to one of the competitors." (citations omitted)); see also Restatement (Second) of Torts § 768 cmt. a (Am. Law Inst. 1979) [hereinafter Restatement] (explaining that competition does not necessarily amount to impermissible interference with a prospective contractual relation). This is primarily true, however, when a plaintiff alleges an interference with a prospective contract or business relationship. Existing contracts, by...