CORPORATIONS-TORTS-LIABILITY OF A CORPORATE OFFICER FOR INDUCING CORPORATION TO BREACH ITS CONTRACT

Defendant corporation elected to redeem its outstanding preferred stock at a price of $65 a share including accumulated dividends. When plaintiff tendered its certificates of the preferred stock for transfer to the corporation, the company refused to accept the certificates or to pay for them at their redemption price. Plaintiff alleged that defendant Vincent, president of defendant corporation and owner of most of its common stock, conspired with and induced the company to break its stock redemption contract with plaintiff after plaintiff's refusal to agree to share with Vincent 50 p.er cent of any profits that might accrue from redemption of the stock, in order to secure for himself a share of the benefits resulting from the breach. In a suit for breach of contract against the defendant corporation, and against defendant corporate officer for inducing and conspiring with the company to break its contract with plaintiff, held, no cause of action was stated against the officer, for as an agent of the corporation he was clothed with the same privileges as the company, which was immune from tort liability for inducing the breach of its own contract.

J. E. Brulatour, Inc. v. Wilmer & Vincent Corp., (N.Y. S. Ct.

1946) 63 N.Y.S. (2d) 54.