Tortious interference; Contractual relations; Health Call of Detroit v Atrium Home & Health Care Servs, Inc; Wrongful act; Knight Enters v RPF Oil Co; Business relationship or expectancy; Improper motive; BPS Clinical Labs v Blue Cross & Blue Shield (On Remand)

The court held that plaintiff failed to establish a genuine issue of material fact on its tortious-interference claims arising from the termination of pharmacy services agreements with defendants-nursing facilities. Plaintiff provided pharmacy services to nursing homes referred to as the Saint Facilities under five-year agreements. After plaintiff declined to provide requested capital, the facilities transitioned their pharmacy work to defendant-OneCare, whose principals (also defendants) allegedly provided funding connected to other facility operations. On appeal, the court first explained that the parties did not dispute the existence of the relevant contracts or business relationships and knowledge of them. The dispute centered on whether the OneCare defendants unjustifiably instigated a breach or intentionally induced termination of the relationship. The court held that plaintiff failed to show instigation or intentional inducement because the record indicated that one of the facilities’ principals (nonparty-R) “had already intended to seek an alternative pharmacy services provider prior to his discussions with defendants,” and the other principal “was not involved in the termination decisions.” The court also held that plaintiff failed to show wrongful or malicious conduct because R testified that he had complaints about plaintiff’s service, wanted “somebody local, with a small provider,” and denied that the OneCare defendants demanded the Saint contracts in exchange for investment. Although they solicited the business and knew there were “things to finish with the other pharmacy,” the court reasoned that this did not show improper interference because conduct “‘motivated by legitimate business reasons’” is not improper and does not become tortious merely because a defendant “‘takes the initiative to gain an advantage over the competition.’” Plaintiff’s cease-and-desist letter did not change the result because the OneCare defendants received it only days before the transition and already had a signed contract. Affirmed.