Corporations

Question 0

Tortious Interference > Claim

Answer 0

Tortious interference requires a valid business contract or expectancy of a contract with a third-party. The defendant must know about the contract, induce a third-party to end the contract, and the plaintiff must suffer damages.

Question 1

Corporations > Successor Liability

Answer 1

A corporation that acquires the assets of another corporation is generally not liable for the torts of its predecessor. However there are at least four well-recognized exceptions to the New York successor liability rule.

(1) the successor entity expressly or impliedly assumes the predecessors tort liability;
(2) there was a consolidation or merger of seller and purchaser;
(3) the purchasing entity is merely a continuation of the selling entity; or
(4) the transaction was entered into fraudulently to escape such obligations.

Question 2

Tortious Interference > Defense

Answer 2

A defense tortious interference is available where special relationship exists between the defendant and the party breach the contract. A special relationship exists where one-party relies on the other for advice or counsel. The advice must not exceed relationship bounds.