High Falls Brewing Co. v. Boston Beer Corp. , 513 F. App'x 12 ( 2013 )

12-3648-cv
High Falls Brewing Co. v. Boston Beer Corp.
UNITED STATES COURT OF APPEALS
FOR THE SECOND CIRCUIT
SUMMARY ORDER
RULINGS BY SUMMARY ORDER DO NOT HAVE PRECEDENTIAL EFFECT. CITATION TO A SUMMARY
ORDER FILED ON OR AFTER JANUARY 1, 2007 IS PERMITTED AND IS GOVERNED BY FEDERAL
RULE OF APPELLATE PROCEDURE 32.1 AND THIS COURT’S LOCAL RULE 32.1.1. WHEN
CITING A SUMMARY ORDER IN A DOCUMENT FILED WITH THIS COURT, A PARTY MUST CITE
EITHER THE FEDERAL APPENDIX OR AN ELECTRONIC DATABASE (WITH THE NOTATION "SUMMARY
ORDER"). A PARTY CITING A SUMMARY ORDER MUST SERVE A COPY OF IT ON ANY PARTY NOT
REPRESENTED BY COUNSEL.
At a stated term of the United States Court of Appeals
for the Second Circuit, held at the Thurgood Marshall United
States Courthouse, 40 Foley Square, in the City of New York, on
the 26th day of February, two thousand thirteen.
PRESENT: RALPH K. WINTER,
DENNY CHIN,
CHRISTOPHER F. DRONEY,
Circuit Judges,
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HIGH FALLS BREWING COMPANY, LLC,
NORTH AMERICAN BREWERIES, INC.,
Plaintiffs-Counterclaim-
Defendants,
HIGH FALLS OPERATING CO., LLC, KPS
CAPITAL PARTNERS LP,
Plaintiffs-Counterclaim-
Defendants-Appellees,
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BOSTON BEER CORPORATION,
Defendant-Counterclaim-
Plaintiff-Appellant.*
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FOR PLAINTIFFS-COUNTER- GREGORY M. BOYLE (Jason F. Krigel,
DEFENDANTS-APPELLEES: on the brief), Jenner & Block LLP,
Chicago, Illinois.
FOR DEFENDANT-COUNTER- GEORGE J. SKELLY (J. Christopher
CLAIMANT-APPELLANT: Allen, Jr., Troy K. Lieberman, on
the brief), Nixon Peabody LLP,
Boston, Massachusetts.
*
The Clerk of the Court is directed to amend the official caption to conform to
the above.
Appeal from the United States District Court for the
Western District of New York (Siragusa, J.).
UPON DUE CONSIDERATION, IT IS HEREBY ORDERED, ADJUDGED,
AND DECREED that the judgment of the district court is AFFIRMED.
Defendant-counterclaim-plaintiff-appellant Boston Beer
Corporation ("Boston Beer") appeals from the judgment entered
September 10, 2012, denying plaintiffs' requests for declaratory
and injunctive relief, enforcing the arbitration award between
Boston Beer and plaintiff-counterclaim-defendant High Falls
Brewing Company, LLC ("High Falls"), and dismissing Boston Beer's
counterclaims. On appeal, Boston Beer challenges only the
district court's decision and order filed June 26, 2012, denying
leave to amend its counterclaim against plaintiffs-counterclaim-
defendants-appellees High Falls Operating Co., LLC and KPS
Capital Partners LP for tortious interference with contract
because the amendment would have been futile. We assume the
parties' familiarity with the facts, procedural history, and
specification of issues for review.
Boston Beer argues that amending the counterclaim would
not be futile because its new proposed allegations, if properly
credited, state a claim of tortious interference with contract.
We review the denial of leave to amend for abuse of discretion,
but the legal determination that a proposed amendment is futile
de novo. Hutchison v. Deutsche Bank Secs. Inc., 647 F.3d 479,
490 (2d Cir. 2011).
To establish tortious interference with a contract
under New York law, "the plaintiff must show the existence of its
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valid contract with a third party, defendant's knowledge of that
contract, defendant's intentional and improper procuring of a
breach, and damages." White Plains Coat & Apron Co. v. Cintas
Corp., 8 N.Y.3d 422, 426 (2007). The parties only dispute
whether the proposed pleading adequately alleges that appellees
intentionally and improperly procured a breach of the contract
between Boston Beer and High Falls.
Even accepting as true those allegations that Boston
Beer claims the district court erroneously discarded as
conclusory, the proposed pleading still fails to allege that
appellees intentionally and improperly procured a breach of the
contract. The proposed amended pleading merely alleges that
appellees -- a private equity firm and its investment vehicle --
intended to acquire High Falls's assets without assuming the
"economically disadvantageous" contract with Boston Beer.
[Proposed] Second Am. Answer & Countercls. ¶¶ 12-17, 22. Even if
appellees promised High Falls's CFO additional benefits in
exchange for dropping his demand that they assume the contract
with Boston Beer, that does not show appellees intended anything
other than obtaining High Falls's assets on their terms. It does
not show that "the target of appellees' conduct was [High
Falls's] contractual arrangements with appellants, any more than
[it shows] the target was [High Falls's] contracts with phone or
electric companies." G.K.A. Beverage Corp. v. Honickman, 55 F.3d
762, 767-68 (2d Cir. 1995) (holding that allegations that
defendant bankrupted a corporation, purchased its assets in
bankruptcy without assuming its contracts, and threatened
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litigation against other bidders in bankruptcy who would have
assumed the contracts did not show an intent to interfere with
those contracts); see also Health-Chem Corp. v. Baker, 915 F.2d
805, 809 (2d Cir. 1990) ("[T]o be actionable, the interference
must be intentional and not incidental to some other lawful
purpose."); Restatement (Second) of Torts § 766 cmt. j
(explaining that acting without intent to cause the breach, but
with substantial certainty that it will occur, is generally not
improper if the interfering party is advancing its own interest
and does not use wrongful means).
The only allegation that gives rise to a possible
inference that appellees intended to interfere with their future
rival's contract is the allegation that appellees intended to
compete with Boston Beer. That inference, however, is
implausible in light of the allegations that after the
acquisition, appellees retained High Falls's contracts with
several other brewers and attempted to negotiate a new contract
with Boston Beer. See Ashcroft v. Iqbal, 556 U.S. 662, 678
(2009). Thus, the district court correctly concluded that the
amendment was futile and did not abuse its discretion by denying
leave to amend.
We have considered Boston Beer's remaining arguments
and find them to be without merit. Accordingly, we AFFIRM the
judgment of the district court.
FOR THE COURT:
Catherine O'Hagan Wolfe, Clerk
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