Trau-Med of America, Inc. d/b/a Bellevue Clinic v. Allstate Insurance Company, et al.

Summary

The Supreme Court of Tennessee held that the complaint sufficiently alleged a claim for intentional interference with business relationships, including improper motive and improper means. The court also held that an insurer may be vicariously liable for acts of defense counsel that the insurer directed, commanded, or knowingly authorized. It dismissed the civil conspiracy claim for failure to satisfy the plurality requirement and affirmed in part, reversed in part, and remanded.

Holdings

1. An insurer may be held vicariously liable for acts or omissions of an attorney hired to represent an insured when those acts or omissions were at least partly directed, commanded, or knowingly authorized by the insurer.
2. Tennessee recognizes a tort of intentional interference with business relationships. A plaintiff must show: an existing business relationship with specific third parties or a prospective relationship with an identifiable class of third persons; the defendant's knowledge of the relationship; intent to cause its breach or termination; an improper motive or improper means; and resulting damages.
3. Judicial privilege applicable to defamation claims does not bar a claim for intentional interference with business relationships when the plaintiff seeks recovery for pecuniary loss from interference rather than damages for defamation.
4. There is no actionable civil conspiracy where the alleged conspiracy is essentially a single corporation acting through its officers, directors, employees, and agents within the scope of their employment. To plead an actionable intracorporate conspiracy, the complaint must allege that the corporate actors acted outside the scope of employment to further personal purposes rather than the corporation's interests.

Questions Presented

1. Whether an insurer may be held vicariously liable for acts of attorneys hired to defend the insurer's policyholders when the insurer allegedly directed, commanded, or knowingly authorized those acts.
2. Whether the complaint sufficiently alleged the elements of intentional interference with business relationships.
3. Whether judicial privilege applicable to defamation claims bars an intentional-interference claim based on statements made during or in contemplation of litigation.
4. Whether a corporation and its employees, agents, or attorneys can constitute the requisite plurality of legal actors for an actionable civil conspiracy when the alleged conduct was undertaken on behalf of the corporation and within the actors' representative capacities.

Disposition

reversed_and_remanded