Consumer Law, Warranties Tortious Interference Between Current Licensee and Newly-Awarded Licensee?

[Licensee]

U.S. Company A currently holds a contractual license agreement that expires at the end of 2008.

U.S. Company B has been awarded that same license agreement effective 1 January, 2009.

Company B wishes to announce this news and inform the existing dealer base of this changing of the guard.

2 Questions:

1. If Company B announces it has aquired the license BEFORE the effective date and takes transitionary business steps, would Company B be at risk of tortious interference with Company A's contracted dealer base?

2. If Company B waits to announce the transition on the effective contract date, would Company A (which knows about the changing of the guard and that it no longer will be the Licensee) be at risk of tortious interference should Company A decide to somehow negatively affect Company B's pending contractual rights to sell the licensed product to the existing dealer base?

 

[Michael Wechsler]

First of all, I don't know any other facts nor terms in your agreement, e.g. publicity. Assuming there are no limitations (and I don't know what the Company A contract is and assume same), your announcing a licensing agreement effective January 1, 2009 isn't tortious interference of contract. You haven't prevented anyone from using the old guard. They can choose to use you on a going forward basis. While I don't like using Wikipedia, here are two examples which best illustrate the "intentional act to destroy the contractual relationship of another." You haven't done either by your actions - IMHO and without knowing other facts such as whether there are restrictions in your agreements, e.g. the right to publicize the agreement itself.

Tortious interference with contract rights can occur where the tortfeasor convinces a party to breach the contract against the plaintiff, or where the tortfeasor disrupts the ability of one party to perform his obligations under the contract, thereby preventing the plaintiff from receiving the performance promised.

Tortious interference with business relationships occurs where the tortfeasor acts to prevent the plaintiff from successfully establishing or maintaining business relationships.