Issue: Under authoritative treatises, Delaware case law, and cases from other jurisdictions, what remedies are available to a seller under an agreement for the sale of a business arising from the buyer=s prohibited assignment of the contract to a third party.
| Area of Law: | Business Organizations & Contracts |
| Keywords: | Breach of contract; Tortious interference by third party; Assignment of contract |
| Jurisdiction: | Delaware |
| Cited Cases: | 625 F. Supp. 998; 723 A.2d 276; 471 A.2d 735; 171 So. 2d 152; 612 N.E.2d 289; 595 N.Y.S.2d 931; 672 S.W.2d 400; 310 N.Y.S.2d 409; 81 N.Y.2d 90; 29 N.Y.S.2d 692; 455 A.2d 361; 33 A.D.2d 758; 96 F.3d 586; 227 N.E.2d 338; 275 N.E.2d 21; 343 A.2d 622; 181 F.3d 435; 187 F.3d 6453; 305 N.J. Super. 510 |
| Cited Statutes: | Restatement (Second) of Torts § 774A |
| Date: | 03/01/2001 |
In circumstances involving a breach of contract arising from a tortious interference with the contract by a third party, the plaintiff is entitled to pursue a cause of action against the defaulting party to the contract for all damages recoverable in an action for breach of contract. Davison Fuel & Dock Co. v. Pickands Mather & Co., 54 Ohio App. 2d 177, 376 N.E.2d 965 (1977). The compensation a plaintiff is entitled to recover for breach of contract is the sum of money that will place the plaintiff in the same position in which he would have been had the contract been performed, including consequential losses attributable to the breach, and adjustments to the recovery for gains that the plaintiff received that the plaintiff would not have enjoyed in the absence of breach. Reiver v. Murdoch & Walsh, P.A., 625 F. Supp. 998, 1009 (D. Del. 1985).
The existence of the plaintiff=s breach of contract cause of action does not foreclose an action in tort against another party for all damages suffered by reason of the latter=s inducement of the breach. Davison, 376 N.E.2d at 968. Rather, the plaintiff is entitled to pursue separate and independent causes of action in contract and in tort, although the plaintiff cannot recover more than the amount of damages actually suffered. Id. See also Simon v. Royal Business Funds Corp., 33 A.D.2d 758, 310 N.Y.S.2d 409, 410 (1970) (“The fact that the […]