Meridian Enterprises Corp. v. KCBS, Inc.
| Decision Date | 03 October 1995 |
| Docket Number | No. 66181,66181 |
| Citation | 910 S.W.2d 329 |
| Parties | MERIDIAN ENTERPRISES CORPORATION, Appellant, v. KCBS, INC., John Cochran, Kathleen Parker, Respondents. |
| Court | Missouri Court of Appeals |
John L. McMullin, Steven Asher, St. Louis, for appellant.
Joe D. Jacobson, Clayton, Mark D. Pasewark, St. Louis, for respondents.
Plaintiff, Meridian Enterprises Corp. (Meridian), brought an action against defendants, KCBS, Inc., John Cochran, and Kathleen Parker, for tortious interference with a business relationship, breach of fiduciary duty, and conspiracy to breach a fiduciary duty. The trial court sustained defendants' motions for directed verdict and Meridian appeals. We affirm.
Meridian makes group travel arrangements for various companies which are conducting meetings, for example, national sales seminars. Meridian negotiates and enters into agreements with airlines, hotels, and other service suppliers and arranges a travel package for its clients. Sam Toumayan serves as president of Meridian.
Toumayan and John Cochran became acquainted while they were both employed by Maritz Corp. in the 1970's. In 1985, Cochran contacted Toumayan regarding a group travel program to Nassau for certain employees of Pier I Imports. Cochran had known the president of Pier I for several years and was working as a consultant for Pier I. In 1986, Meridian did arrange travel services for the Nassau trip. After the Nassau trip, Toumayan and Cochran agreed Meridian would pay Cochran a commission for any accounts he brought to Meridian. Cochran was also to provide certain consulting services for Meridian.
On May 7, 1986, Pier I signed an agreement with Meridian where it would arrange a travel program to Hawaii in January 1988 for 500 Pier I employees. Meridian arranged all airline, hotel, and other services for this trip and there were no complaints from Pier I immediately after the trip concluded. Kathy Parker served as Meridian's program administrator for the 1988 trip to Hawaii. 1 Parker's duties at Meridian included planning large group meetings, dealing with hotels, pricing, negotiating, and discussing various aspects of the travel programs with Meridian's clients.
Sometime during Pier I's 1988 trip to Hawaii, Parker learned Pier I wanted to return to Hawaii for a meeting in 1990. Pier I originally planned to go to Las Vegas for its 1990 meeting and Meridian had prepared a letter of agreement for a Pier I trip to Las Vegas. Pier I never signed this letter of agreement.
Parker began working on Pier I's 1990 trip to Hawaii. In March 1988, Meridian entered into an agreement with American Airlines to "block out" seats for the 1990 trip. In May 1988, Meridian entered into an agreement with a hotel for the 1990 trip. Parker, as Meridian's representative, signed this agreement. According to Toumayan and Meridian's director of air transportation, Meridian does not enter into agreements with airlines and hotels until it knows it will get the client's business.
On July 12, 1988, Cochran informed Toumayan, by letter, he was ending his consulting relationship with Meridian. Cochran also stated he was forming his own company to specialize in situations similar to Pier I. The letter also provided
Articles of Incorporation were filed for KCBS, Inc. on July 13, 1988. A subsequent form filed with the State of Missouri lists Parker as president and Cochran as secretary of KCBS. Cochran testified although he had previously invited Parker to be part of KCBS, when he formed KCBS he was unsure whether Parker would accept his offer. Cochran also testified the purpose for forming KCBS was "to handle Pier I's business."
In mid August 1988, Toumayan began to wonder why Meridian had not received a letter of agreement from Pier I for the 1990 trip to Hawaii. On August 16, 1988, Toumayan called Cochran who told him Pier I's business would not be staying with Meridian. Toumayan then spoke to Parker who also told him Meridian would not be getting Pier I's business. The day of this conversation Parker left Meridian but it is unclear whether Parker resigned or was terminated. Parker had been working on Pier I's 1990 trip until her last day with Meridian. 2
On August 22, 1988, Pier I signed a letter of agreement with KCBS for the 1990 trip to Hawaii. The agreement provided there would be 575 participants for the trip. There is evidence KCBS assumed the airline and hotel letters of agreement Meridian had negotiated. KCBS ultimately handled the 1990 trip for Pier I. Parker performed a large portion of KCBS's work on the 1990 trip.
Meridian filed an action alleging tortious interference with a business relationship, breach of fiduciary duty, and conspiracy to breach a fiduciary duty. The basis for Meridian's action was its not handling Pier I's 1990 trip to Hawaii. After Meridian completed its case in chief, defendants filed motions for directed verdict which the trial court sustained. 3 The trial court stated, in part, it was sustaining defendants' motions because the law was clear on the manner in which damages must be proven and there was no proof of damages. Plaintiff raises six points on appeal.
A trial court may only sustain a defendant's motion for directed verdict when the facts in evidence and the reasonable inferences which can be drawn therefrom are so strongly against a plaintiff as to leave no room for reasonable minds to differ. Waggoner v. Mercedes Benz of North America, Inc., 879 S.W.2d 692, 694 (Mo.App.E.D.1994). A case, however, should not be submitted to the jury unless each and every fact essential for liability is predicated on legal and substantial evidence, and the question whether the evidence is substantial is one of law for the court. Id.
We first address Meridian's fifth point in which it argues the trial court erred by holding as a matter of law it did not make a submissible case on the issue of damages. Meridian contends the evidence established the amount it would have earned as profit on Pier I's 1990 trip to Hawaii if defendants had "not diverted the business."
To obtain a damage award for lost profits, a plaintiff must produce evidence which provides an adequate basis for estimating the lost profits with reasonable certainty. Manor Square, Inc. v. Heartthrob of Kansas City, Inc., 854 S.W.2d...
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