Tech Plus, Inc. v. Ansel
| Citation | 59 Mass. App. Ct. 12 |
| Decision Date | 21 August 2003 |
| Docket Number | No. 01-P-1293.,01-P-1293. |
| Parties | TECH PLUS, INC., & another[ 1 ] v. Michael ANSEL & another.[ 2 ] |
| Court | Appeals Court of Massachusetts |
Unlawful Interference. Contract, Interference with contractual relations. Actionable Tort. Consumer Protection Act, Attorney's fees, Damages. Libel and Slander. Emotional Distress. Conspiracy.
Civil action commenced in the Superior Court Department on August 6, 1996.
Motions for summary judgment were heard by Ralph D. Gants, J., and the case was tried before Patrick F. Brady, J.
John R. Chayrigues & Peter J. Pingitore for the plaintiffs.
Joseph P. Dever for the defendants.
Present Gelinas, Mason, & Kafker, JJ.
The plaintiff, Tech Plus, Inc. (Tech Plus), is a business which acts as a sales representative for various manufacturers of high tech consumer products. After one of its clients, Lumina Office Products, Inc. (Lumina), refused to continue using its services in connection with a transaction Lumina had entered into with Staples Office Supply, Inc. (Staples), Tech Plus and its president and sole shareholder, Betsy Piper (Piper) brought this action against the defendants, Michael Ansel (Michael), a former employee of Tech Plus, and his father Sumner Ansel (Sumner).
The complaint alleged claims of intentional interference with advantageous business, contractual, and prospective business relations (intentional interference), violation of the employee duty of loyalty, defamation, intentional infliction of emotional distress, civil conspiracy[3] and violation of G.L. c. 93A. The defendants asserted counterclaims for abuse of process, breach of contract and the implied duty of good faith and fair dealing, negligence, discrimination, and violation of G.L. c. 93A.
Following discovery, a Superior Court judge allowed defendants' motion for summary judgment solely on the plaintiffs' claims of defamation and intentional infliction of emotional distress. He also allowed the plaintiffs' motion for summary judgment and dismissed the defendants' counterclaims.
A jury trial was then held before another Superior Court judge, and resulted in verdicts for the plaintiffs on their claims of intentional interference, violation of the employee duty of loyalty, and civil conspiracy. The jury awarded $17,000 to Tech Plus for damage to its reputation caused by Michael's interference, $10,000 to Tech Plus for damage to its reputation caused by Sumner's interference, and $20,000 to Piper for emotional distress caused by Michael's interference. It also awarded Tech Plus an additional $2,200 on its claim against Michael for violation of the employee duty of loyalty. The judge separately found that the defendants' acts of intentional interference constituted wilful and knowing violations of G.L. c. 93A, entitling the plaintiffs to double damages under G.L. c. 93A, § 11, and an award of attorneys' fees.
Following the entry of judgments, however, the judge allowed a motion by defendants for judgment notwithstanding the verdict (JNOV) dismissing the plaintiffs' claims of intentional interference and civil conspiracy because the plaintiffs had failed to prove that they had suffered any actual economic harm or pecuniary loss as a result of the defendants' actions.[4] He also allowed a separate motion by the defendants to vacate the c. 93A judgment because the plaintiffs had failed to prove that they had suffered any actual loss of money or property within the meaning of G.L. c. 93A, § 11.
The plaintiffs have appealed from the allowance of the defendants' motion for JNOV and motion to vacate the c. 93A judgment, and also appeal from the summary judgment dismissing their claims for defamation and intentional infliction of emotional distress. We conclude that the defendants' motions for JNOV and to vacate the c. 93A judgment were properly allowed and we direct the entry of an appropriate judgment reflecting that allowance.[5] However, we reverse the judgment dismissing the claims of defamation and intentional infliction of emotional distress and, in light of that reversal, direct a new trial on the claim of civil conspiracy.
The facts. We summarize the pertinent facts as shown by the portions of the trial transcript and other materials included in the record appendix.
Lumina is a California corporation engaged in the manufacture of various scanning and facsimile machines. In August, 1995, Stephen Cason, Lumina's vice president for retail sales, contacted Piper to request that Tech Plus represent it in connection with a new Lumina product called the Lumina 2000. The Lumina 2000 was a combination scanning and facsimile machine which could operate with the owner's existing printer and had certain unique and innovative features. Lumina previously had identified Staples, a large retailer of office products headquartered in the New England area, as one of its principal sales targets.
On August 5, 1995, Tech Plus and Lumina entered into a manufacturer's sales agreement appointing Tech Plus as its sales representative for Lumina office products in the New England area. In October, 1995, Tech Plus hired Michael as a sales representative.
Following his hire, Michael indicated to Piper that both he and Sumner, who had previously sold products to Staples, knew Wayne Eckstein, an officer at Staples who was responsible for purchasing scanning and facsimile machines. Michael further indicated that he could arrange a meeting for Lumina with Eckstein if Piper wanted him to do so. Piper agreed with this proposal and a meeting was arranged for November 27, 1995.
Prior to the meeting, Piper, who had known Cason for several years and believed that he was homosexual, asked Michael if he believed that Cason's sexual orientation would be a problem for Eckstein. Michael responded that he did not believe that it would be a problem for Eckstein.
When the meeting was held, Cason presented the Lumina 2000 to Eckstein, and Eckstein expressed interest in having Staples test market the machine in certain of its stores in the New York area for a period of ninety days. Eckstein indicated that Staples would issue a purchase order for several of the machines in December, 1995, and would establish a tentative test roll-out date for January 1, 1996. He also indicated that he wanted Michael to be involved in the transaction.
Piper told Michael, however, that she would be the sales representative for Lumina on its transaction with Staples, and that he would be limited to handling such detail work as instructing the Staples store staff with respect to the capabilities of the Lumina 2000. Michael was disappointed with this decision and, accordingly, began to plan to leave Tech Plus.
On December 5, 1995, Cason received a telephone call from Michael but was unable to talk to him. A few days later, Cason received a telephone call from Eckstein. Eckstein stated during this call that he did not want Piper to be Lumina's sales representative on its transaction with Staples, but he did not indicate why he had reached that decision.
On December 13, 1995, Cason had a telephone conversation with Michael. During this conversation, Michael stated, among other things, that he was unhappy at Tech Plus and was planning to leave his employment there. He further stated that Piper "could not do anything" for Lumina on the Staples account and, in fact, was anti-Semitic, had made derogatory, anti-Semitic jokes and comments in his presence and was "constantly persecuting him" because of his Jewish heritage. He also stated that Piper was prejudiced against homosexuals and that she had asked him prior to the November 27 meeting at Staples whether Eckstein would have a problem with Cason being gay.
During this conversation, Michael further stated to Cason that, in contrast to Piper, he and his family had had a close personal relationship with Eckstein and Staples for many years and that he had been fully responsible for inducing Staples to enter into the transaction with Lumina. Michael stated that he was interested in working directly for Lumina as its sales representative on the transaction. When Cason did not respond by agreeing to hire him, Michael indicated to Cason that Cason could lose his job if he failed to hire Michael.
In the evening of December 13, 1995, Cason received a telephone call from Sumner. During this call, Sumner stated that Piper was "sick" and "mentally ill," and "lived with two hundred cats." He stated that Piper was anti-Semitic and was persecuting his son. He also stated that Eckstein wanted to take care of Michael because of the long relationship Michael and his family had had with him, and he urged Cason to use Michael, rather than Piper, as the sales representative for Lumina's transaction with Staples. Sumner stated that, to the extent that Michael might not be able to handle all the responsibilities with respect to the transaction, he (Sumner) could "fill in the gaps."
On December 14, 1995, Michael told Piper that he was leaving Tech Plus. The next day, December 15, 1995, Cason telephoned Piper and reported what the Ansels had said to him about Piper being anti-Semitic and prejudiced against homosexuals. Piper denied being anti-Semitic and said that she had never taken any action against Michael because of his Jewish heritage. She also denied that she was prejudiced against homosexuals and told Cason she had asked the question about Eckstein prior to the November 27 meeting only because she had heard people speculate that Cason was gay and she knew that Eckstein could be volatile. Cason told Piper that she should not contact Staples, and that he would handle Lumina's transaction with Staples.
Thereafter, Staples placed a purchase order with Lumina for the test sale of the Lumina 2000 machines, and Lumina shipped several of the machines to Staples in response to that order. Lumina, however, served as its own sales representative with respect to these sales, and did not utilize the services of...
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