APPEAL
FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF
MASSACHUSETTS [Hon. Allison D. Burroughs, U.S. District
Judge]
George
W. Kramer for appellant.
Matthew S. Zeiger, with whom Zeiger Tigges & Little LLP,
Robert R. Berluti, and Berluti McLaughlin & Kutchin LLP
were on brief, for appellees.
Before
Thompson, Kayatta, and Barron, Circuit Judges.
KAYATTA, CIRCUIT JUDGE.
Thomas
Hamann alleges that he was denied the fruits of a profitable
exclusive-seller agreement for the sale of a 1953 Ferrari
automobile when defendant Stuart Carpenter caused the breach
of that agreement by threatening economic harm to the other
party to the contract. Hamann brought this suit, including
claims of tortious interference with an advantageous business
relationship, tortious interference with an existing
contract, and violations of Massachusetts's Consumer
Protection Law, Mass. Gen. Laws ch. 93A, § 11, in the
U.S. District Court for the District of Massachusetts. The
district court dismissed with prejudice Hamann's claims,
reasoning that Hamann had failed to plausibly allege an
improper motive underlying Carpenter's interference with
Hamann's contract and concluding that Carpenter's
alleged improper means of interfering with that contract
amounted to nothing more than "[t]ough
negotiating." We now reverse in part and affirm in part
that decision.
I.
Because
the district court dismissed Hamann's complaint on a Rule
12(b)(6) motion to dismiss, we take the nonconclusory,
nonspeculative facts contained in the complaint as true and
draw all reasonable inferences from those facts in
Hamann's favor. See Barchock v. CVS Health
Corp., 886 F.3d 43, 48 (1st Cir. 2018).
At
issue in this appeal is a rare 1953 Ferrari 375MM Pininfarina
Spyder ("the Ferrari"), a highly sought-after prize
for the car enthusiast with the means to afford the
significant bounty needed to acquire one. Emilio Gnutti, an
Italian collector who originally owned the Ferrari, agreed to
sell the car to Vincenzo Scandurra, an Italian national
living in Monaco who intended to resell it (presumably at a
profit). Scandurra paid Gnutti a large deposit for the
Ferrari. But because Scandurra did not have enough cash to
complete the purchase, he found himself under significant
pressure to find a buyer so as not to forfeit the deposit.
So, Scandurra hired Hamann, a buyer and seller of high-end
vehicles in Connecticut, as his exclusive agent to find a
buyer for the Ferrari and agreed to pay Hamann a commission
for his work.
Hamann
first offered to sell the Ferrari to Stuart Carpenter, owner
of Copley Motorcars Corporation and agent of billionaire
Leslie Wexner, for $15 million. In extending that offer,
Hamann informed Carpenter that Hamann was the exclusive
seller of the Ferrari. Carpenter declined Hamann's offer,
noting that "he did not have any interest in said
Ferrari . . ., nor would Wexner." Hamann then secured a
bid of $10.5 million for the Ferrari from a different party,
Dana Mecum. Scandurra gave Hamann the green light to sell the
Ferrari to Mecum at that price. Hamann, as agent for Mecum,
then entered into an agreement with Scandurra for the
purchase of the Ferrari and sent Scandurra a €2 million
deposit.
Two
days later, Hamann learned that Wexner (through Carpenter and
other agents) had contacted Gnutti directly and offered to
purchase the Ferrari for €9 million (roughly equivalent
to $12.5 million at that time, according to the complaint).
Scandurra informed Hamann that he would have to back out of
their agreement and sell the Ferrari to Carpenter and Wexner
because Carpenter had threatened to "go directly to
Gnutti and interfere with Scandurra's relationship with
Gnutti" if Scandurra refused Carpenter's offer. If
Carpenter made good on this threat, Scandurra feared, he
would lose out on the opportunity to sell the other cars in
Gnutti's collection.
Hamann
immediately emailed Carpenter, reminding him that Hamann was
the exclusive seller of the Ferrari and informing him that
the Ferrari was "under contract with a deposit on the
way." Carpenter eventually responded, stating that
"he didn't have the feeling that [Hamann] had the
exclusive sales rights to [the Ferrari]" and noting that
"seven other dealers would have offered him the car
after [Hamann] for the same price."
Scandurra
executed the sale to Carpenter and Wexner. After transferring
proceeds from the sale to Gnutti and paying other
commissions, Scandurra informed Hamann that he would not be
able to pay him a commission.
Hamann
did not sue Scandurra for his breach of their agreement.
Instead, Hamann sued Carpenter, Copley Motorcars Corporation,
and Wexner, as Carpenter's principal, for tortious
interference with an advantageous business relationship,
tortious interference with an existing contract, and
violations of Massachusetts's Consumer Protection Law,
Mass. Gen. Laws ch. 93A, § 11. After giving Hamann an
opportunity to amend his complaint, the U.S. District Court
for the District of Massachusetts concluded that Hamann had
failed to plausibly allege any impermissible motive or means
of interference with Hamann's business relationships or
existing ...