Langer v. Becker

Decision Date02 November 1988
Docket NumberNo. 87-2932,87-2932
Citation176 Ill.App.3d 745,531 N.E.2d 830,126 Ill.Dec. 203
Parties, 126 Ill.Dec. 203 Ralph LANGER, Plaintiff-Appellant, v. Ronald BECKER, Ron Becker and Associates, Inc., an Illinois corporation, Marvin Bryan, Paul Warshaw and Henry Gordy, Inc., a New York corporation, Defendants-Appellees.
CourtUnited States Appellate Court of Illinois

Steven B. Levy, Chicago, for plaintiff-appellant.

Leonard A. Des Jardins, Chicago, for defendants-appellees Marvin Bryan and Paul Warshaw.

Presiding Justice WHITE delivered the opinion of the court.

Plaintiff, Ralph Langer, appeals from an order of the Circuit Court of Cook County, Illinois, granting summary judgment to defendants Marvin Bryan and Paul Warshaw, and dismissing Counts III, IV and VI of plaintiff's Second Amended Complaint. We affirm.

On January 31, 1984, plaintiff filed a Complaint for dissolution of his partnership with defendant Ronald Becker. Plaintiff alleged that he and Ronald Becker formed a partnership in 1978 and agreed to divide equally all profits and commissions earned by the partnership, and all expenses of the partnership. The partnership represented toy and craft manufacturers and received commissions for the sale of the manufacturers' products. Plaintiff further alleged that, on January 26, 1984, Ronald Becker informed him that he was altering the division of profits and expenses of the partnership to a 60%-40% split in favor of Becker. Plaintiff prayed that the partnership be dissolved, for an accounting of all transactions involving the partnership, and for a division of partnership assets.

On January 28, 1986, plaintiff was given leave to file an Amended Complaint and to name additional defendants. The Amended Complaint was stricken by the circuit court on April 29, 1986, and plaintiff was given leave to file a Second Amended Complaint. The Second Amended Complaint is in seven counts, Counts I, II, V and VII of which are not at issue in this appeal.

In Count III of the Second Amended Complaint, plaintiff alleged that, starting in 1980, the partnership was the exclusive representative of Henry Gordy, Inc., in the Midwest. Marvin Bryan was employed by Henry Gordy, Inc., as national sales manager and was aware of the partnership between plaintiff and Ronald Becker. Starting in late 1983 and continuing until January, 1984, Marvin Bryan "intentionally and without justification induced a breach of the contractual relationship between [plaintiff] and Ronald Becker by willfully and maliciously advising, instigating and assisting Ronald Becker to coerce [plaintiff] into accepting a reduced ownership interest in the [partnership]." Ronald Becker breached the contractual relationship by unilaterally writing partnership checks in the amounts of $3,000.00 and $30,000.00 to himself and checks in the amounts of $2,000.00 and $20,000.00 to plaintiff. Plaintiff also alleged that, on or about February 1, 1984, Ronald Becker misappropriated the partnership's exclusive right to represent certain toy and craft manufacturers.

In Count IV of the Second Amended Complaint, plaintiff alleged that Paul Warshaw was aware of the partnership between plaintiff and Ronald Becker by virtue of his position as vice-president of sales of Henry Gordy, Inc. Plaintiff also alleged that Paul Warshaw "intentionally and without justification induced a breach of the contractual relationship between [plaintiff] and Ronald Becker by willfully and maliciously advising, instigating and assisting Ronald Becker to coerce [plaintiff] into accepting a reduced ownership interest in the [partnership]." As in Count III, plaintiff then alleged that Ronald Becker unilaterally divided partnership income 60%-40% in favor of himself and misappropriated the partnership's right to represent certain toy and craft manufacturers.

Count VI of the Second Amended Complaint is based upon a conspiracy to reduce plaintiff's ownership interest in the partnership. Plaintiff alleged that Ronald Becker, Marvin Bryan and Paul Warshaw "had numerous secret conversations and conspired to coerce [plaintiff] into accepting a reduced ownership interest in the [partnership]." As a result of the conspiracy, Ronald Becker misappropriated the partnership's exclusive right to represent certain toy and craft manufacturers.

Marvin Bryan and Paul Warshaw filed Petitions for Summary Judgment which were granted by the circuit court, and Counts III, IV and VI of the Second Amended Complaint were dismissed. Plaintiff then filed a Motion to Reconsider which was denied by the circuit court.

On appeal, plaintiff asserts that a genuine issue existed as to whether the actions of Marvin Bryan and Paul Warshaw were privileged, and, consequently, the circuit court erred in granting the summary judgment. It is well settled that, where a plaintiff is unable to establish an element of his cause of action through the pleadings, depositions, admissions and affidavits on file, summary judgment for the defendant is proper. (Certified Mechanical Contractors, Inc. v. Wight & Co. (1987), 162 Ill.App.3d 391, 399, 113 Ill.Dec. 888, 515 N.E.2d 1047; Lindenmier v. City of Rockford (1987), 156 Ill.App.3d 76, 85, 108 Ill.Dec. 624, 508 N.E.2d 1201.) While a plaintiff is not required to prove his case at the summary judgment stage, he is under a duty to present a factual basis which would arguably entitle him to judgment. (Certified Mechanical Contractors, Inc., 162 Ill.App.3d at 399, 113 Ill.Dec. 888, 515 N.E.2d1047; Martin v. 1727 Corp. (1983), 120 Ill.App.3d 733, 737, 76 Ill.Dec. 336, 458 N.E.2d 990.) In the case at bar, we find that entry of summary judgment on Counts III and IV of the Second Amended Complaint was proper because plaintiff failed to present facts to show that the actions of Marvin Bryan and Paul Warshaw were not privileged.

The tort of intentional interference with contractual relations was first recognized in Illinois in Doremus v. Hennessy (1898), 176 Ill. 608, 52 N.E. 924. The court there stated:

Every man has a right, under the law, as between himself and others, to full freedom in disposing of his own labor or capital according to his own will, and any one who invades that right without lawful cause or justification commits a legal wrong, and, if followed by an injury caused in consequence thereof, the one whose right is thus invaded has a legal ground of action for such wrong. Damage inflicted by fraud or misrepresentation, or by the use of intimidation, obstruction or molestation, with malicious motives, is without excuse, and actionable. Competition in trade, business or occupation, though resulting in loss, will not be restricted or discouraged, whether concerning property or personal service.

Doremus, 176 Ill. at 615, 52 N.E. 924.

The purpose of imposing liability in tort upon persons who interfere with the contractual relations of others is to protect a person's interest in his contractual relations against forms of interference which, on balance, the law finds repugnant. (Swager v. Couri (1979), 77 Ill.2d 173, 190, 32 Ill.Dec. 540, 395 N.E.2d 921; Santucci Construction Co. v. Baxter & Woodman, Inc. (1986), 151 Ill.App.3d 547, 553, 104 Ill.Dec. 474, 502 N.E.2d 1134.) This statement of the tort's purpose recognizes that an individual may be privileged to interfere in the business affairs of another, depending on his purpose and methods, when the interference takes a socially sanctioned form. (Swager, 77 Ill.2d at 190, 32 Ill.Dec. 540, 395 N.E.2d 921; Schott v. Glover (1982), 109 Ill.App.3d 230, 234, 64 Ill.Dec. 824, 440 N.E.2d 376; Belden Corp. v. InterNorth, Inc. (1980), 90 Ill.App.3d 547, 551, 45 Ill.Dec. 765, 413 N.E.2d 98.) Otherwise stated, an individual may be privileged to interfere with a contract when he acts to protect a conflicting interest which is considered to be of equal or greater value than that accorded the contractual rights involved. Santucci Construction Co., 151 Ill.App.3d at 555, 104 Ill.Dec. 474, 502 N.E. 1134; Schott, 109 Ill.App.3d at 234, 64 Ill.Dec. 824, 440 N.E.2d 376; Connaughton v. Gertz (1981), 94 Ill.App.3d 265, 270, 49 Ill.Dec. 838, 418 N.E.2d 858.

In determining whether an individual's conduct in intentionally interfering with a contract is privileged, the following are important factors:

(a) the nature of the individual's conduct,

(b) the individual's motive,

(c) the interests of the other with which the individual's conduct interferes,

(d) the interests sought to be advanced by the individual,

(e) the social interests in protecting the freedom of action of the individual and the contractual interests of the other,

(f) the proximity or remoteness of the individual's conduct to the interference and

(g) the relations between the parties.

(Restatement (Second) of Torts Sec. 767 (1979); see also Supreme Savings & Loan Association v. Lewis (1970), 130 Ill.App.2d 16, 21, 264 N.E.2d 857.) Application of these, and similar factors, have led Illinois courts to conclude that a corporate officer or director may, for a proper business purpose and in good faith, influence the actions of the corporation. (Swager, 77 Ill.2d at 190, 32 Ill.Dec. 540, 395 N.E.2d 921; H.F. Philipsborn & Co. v. Suson (1974), 59 Ill.2d 465, 474, 322 N.E.2d 45; Loewenthal Securities Co. v. White Paving Co. (1932), 351 Ill. 285, 184 N.E. 310.) Likewise, the stockholders of a corporation have an interest in the corporation and the right to lawfully influence the actions of the directors of the corporation. (Petit v. Cuneo (1937), 290 Ill.App. 16, 7 N.E.2d 774.) The Illinois courts have also held that an employee, acting in the interest of his employer, is privileged to interfere with a contract between his employer and a co-employee. Salaymeh v. InterQual, Inc. (1987), 155 Ill.App.3d 1040, 1045, 108 Ill.Dec. 578, 508 N.E.2d 1155; Worrick v. Flora (1971), 133 Ill.App.2d 755, 759, 272 N.E.2d 708; Bentley v. Teton (1958), 19 Ill.App.2d 284, 289, 153...

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