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Buyer Memorandum 
RE: Liability for Intentional Interference
with Contractual Relations
A buyer who attempts to persuade a seller to renegotiate his
contractual commitment to a broker runs the risk of a suit for
intentional interference with contractual relations. An individual
may be held liable under this theory when he intentionally interferes
with another's rights under a contract with a third-party if
the interference causes the loss of a right under the contract
or makes the contract rights more costly or less valuable.
Liability for intentional interference with contractual relations
rests on two grounds. First, the defendant must have acted intentionally
to interfere with a known contract right. Second, the defendant
must have acted in pursuit of some purpose considered improper.
Intent to interfere can be demonstrated by evidence of the defendant's
knowledge of a contractual relationship between two parties and
conduct such that defendant knows that interference will result.
Improper purpose is determined by the circumstances of each particular
case. Courts will examine a number of factors in finding improper
purpose, among which include (a) the defendants motive; (b) the
interests of both the plaintiff and the defendant; (c) considerations
of the business rights of the defendant; and (d) the security
of the contractual interests for the plaintiff. In light of these
factors, courts have imposed liability on a broad spectrum of
conduct found to be improper. A refusal to deal has been held
to be improper where it was coupled with a threat or demand that
a contract be breached. Current cases have even found improper
purpose, and therefore liability, for "peaceable persuasion."
Many states have the tort of intentional interference with
contractual relations.
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