Journal of Business & Technology Law


CaseSoterion Corp. v. Soterion Mezzanine Corp.
Court, StateCourt of Chancery, Delaware
Date of Decision, Type of Case10/31/2012, Toritous Interference with Prospective Business
Case NumberNo. 6158-VCN
CitationSoterion Corp. v. Soterion Mezzanine Corp., C.A. No. 6158-VCN (Del. Ch. Oct. 31, 2012).
  
Facts Of CaseCounterclaim plaintiffs alleged that counterclaim defendants tortiously interfered with the sale of two medical imaging centers. Counterclaim plaintiffs alleged that counterclaim defendants' filed a complaint that delayed the closing of the deal to sell one of the imaging centers by which time updated unfavorable financial information became available that caused the deal to fall through. Additionally, in the sale of the second imaging center, the counterclaim plaintiffs alleged that the counterclaim defendants sent a draft complaint to the prospective buyers that prevented the deal from closing, although buyers had also expressed discomfort about unresolved third party litigation involving the imaging center.
  
HoldingCounterclaims for tortious interference with prospective business relationships did not satisfy the necessary elements Comment c of Section 767 of the Restatement (Second) of Torts.
  
Court ReasoningThe Court of Chancery established the standard applicable to determining whether the threat of litigation amounts to tortious interference with prospective business relationships. The court determined that the applicable test would be based on Comment c of Section 767 of the Restatement (Second) of Torts. This test requires proof that either the interferer had no belief in the merit of the suit, or while having some belief in its merit, the interferer instituted or threatened to institute the litigation in bad faith, intending only to harass the third-parties and not to bring the claim to definitive adjudication. Applying this test, the Court of Chancery found that counterclaim defendants' never intended to bring their claims to definitive adjudication and knew that such claims were false.

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