WFB Telecommunications, Inc. v. NYNEX Corp.
| Decision Date | 01 December 1992 |
| Citation | 188 A.D.2d 257,590 N.Y.S.2d 460 |
| Parties | WFB TELECOMMUNICATIONS, INC. et al., Plaintiffs-Respondents, v. NYNEX CORPORATION et al., Defendants-Appellants. |
| Court | New York Supreme Court — Appellate Division |
Before CARRO, J.P., and MILONAS, ELLERIN and ASCH, JJ.
Order, Supreme Court, New York County (Beatrice Shainswit, J.), entered May 5, 1992, which denied defendants' motion to dismiss the complaint, unanimously reversed, on the law, the motion granted and the complaint dismissed, without costs. The Clerk is directed to enter judgment in favor of defendants-appellants dismissing the complaint.
The complaint in this case alleges that, for the past thirteen years, plaintiff Walter Burren, who is president, chairman of the board and sole shareholder of plaintiff WFB Telecommunications, Inc. ["WFB"], has acted as an independent manufacturer's representative for several major manufacturers and suppliers of fiber optic cable and related components in marketing their products to defendant NYNEX and its subsidiary, defendant Telesector Resources Group, Inc. ["Telesector"]. In January 1991, Burren was informed by defendants that he was being permanently barred from transacting business with them based on his attendance at a Florida convention conducted by some of defendants' employees, at which it had been alleged that certain inappropriate and immoral activities had taken place. Burren was also informed that he was not being personally accused of any wrongdoing. Based on these facts, plaintiffs brought this action alleging intentional interference with contractual relations, and intentional interference with business relations.
In order to state a cause of action for tortious interference with contractual relations plaintiffs must show that defendants intentionally and through improper means induced the breach of a contract between plaintiff and a third party (Guard-Life Corp. v. Parker Hardware Mfg. Corp., 50 N.Y.2d 183, 196, 428 N.Y.S.2d 628, 406 N.E.2d 445). The related tort of interference with business relations applies to those situations where the third party would have entered into or extended a contractual relationship with plaintiff but for the intentional and wrongful acts of the defendant (id.; Mogull Music Corp. v. Madison-59th St. Corp., 162 A.D.2d 336, 556 N.Y.S.2d 906).
In this case, plaintiffs have alleged no more than that defendants chose to cease doing business with plaintiff Burren, thereby inducing those manufacturers whom plaintiffs had represented to breach their contracts with plaintiffs. The IAS court, by applying a good faith standard to defendants' termination of their business relationship with plaintiffs, found that plaintiffs' allegations were sufficient to establish that such termination was in bad faith and therefore constituted an improper or wrongful means. We do not agree that the termination of plaintiffs' and defendants' relationship is subject to such a standard and therefore reverse.
"It is the well-settled law of this State that the refusal to maintain trade relations with any individual is an inherent right which every person may exercise lawfully, for reasons he deems sufficient or for no reasons whatever...." (Locker v. American Tobacco Co., 121 App.Div. 443, 451- 452, 106 N.Y.S. 115, affd. 195 N.Y. 565, 88 N.E. 289; see also, Turner Constr. Co. v. Seaboard Sur. Co., 98 A.D.2d 88, 469 N.Y.S.2d 725). We note that there is no showing of the existence of a fiduciary relationship between plaintiffs and defendants or of the existence of a contract, either express or implied, between them. Under these circumstances, as defendants' termination of its relationship with plaintiffs was not improper, no cause of action may lie for either tortious interference with contractual relations or tortious interference with business relations.
Plaintiffs argue alternatively that the allegations set forth in the complaint state...
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