Tortious interference with a contract; Breach of the contract element; Breach of contract claim; Enforceability of the contract; Innovation Ventures v Liquid Mfg; Consideration; The preexisting duty rule; Economic duress; Skaates v Kayser; Unjust enrichment

In these related cases, the court held in the first one that plaintiff-Deliz’s tortious interference with a contract claim failed because he did not establish the contract breach element. In the second one (in which Deliz was the defendant), the court found the trial court did not err in granting plaintiff-John B. Gusmano (John B) summary disposition on his breach of contract claim. It rejected Deliz’s arguments the reconciliation agreement at issue was not enforceable due to lack of consideration and his economic duress. Also in that case, as Deliz could not show an inequity, his counterclaim for unjust enrichment failed. Thus, the court affirmed in both appeals. The cases arose from a shareholder dispute in a family-owned business and its sale in 2018. Two defendants in the first case, John A Gusmano and Thomas John Gusmano, are brothers, and the third defendant, Anthony, is John A’s son. Deliz is a cousin of John B and Anthony. He “alleged that John A, Thomas John, and Anthony tortiously interfered with” a 5/17 stock purchase agreement he had with John B. However, it was undisputed that he and John B fully performed that agreement. Because he did not show, or allege, “that the contract allegedly interfered with—the [5/17] stock purchase agreement—was breached in any way, his tortious interference claim failed.” The second case involved John B’s claims for breach of contract against Deliz related to a “reconciliation agreement” and Deliz’s counterclaim for unjust enrichment. He argued that the agreement was not enforceable, first asserting that the consideration (“John A, Thomas John, and Anthony’s promise to proceed with the Standex sale”) was not adequate because they had a preexisting duty to do so. But the court found his argument “unpersuasive because he failed to provide sufficient evidentiary support for his claim that, at the time of the [8/18] shareholders meeting, there were independent agreements between the other shareholders, or between them and Standex, requiring them to sell their stock to Standex.” The court concluded Deliz did not show that the preexisting duty rule applied. Further, the trial court properly rejected his duress claim. There was no allegation or evidence that he “was compelled to agree to any term that did not equally apply to the other shareholders, or that affected him any differently, financially or otherwise, than the” others.