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Hamann v. Carpenter

United States Court of Appeals, First Circuit

September 5, 2019

THOMAS HAMANN, Plaintiff, Appellant,
v.
STUART A. CARPENTER; COPLEY MOTORCARS CORPORATION; LESLIE H. WEXNER, Defendants, Appellees.

          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 ...


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