## Facts

- James Dryden (individually and with others as a partnership) entered a series of written agreements starting in 1970 with Henry and Margaret Irving, owners of the Villa D’Oro olive-processing plant.
- The agreements provided that Dryden would purchase specified olive-processing by-products and allowed Dryden to install equipment on the plant premises to handle removal.
- The contracts included an option for future production extending to July 15, 1982, and stated that obligations would bind successor owners of the plant.
- In 1973, the Irvings notified Dryden by letter that they intended to rescind and cancel the contracts, alleging material breach and fraudulent representations by Dryden.
- Dryden filed a Butte County action against the Irvings seeking relief concerning the contracts’ validity and enforceability.
- While that dispute was pending, the Irvings sold the plant to Tri-Valley Growers in 1974.
- Dryden sued Tri-Valley for intentional interference with contractual relations and with advantageous economic/business relations, alleging Tri-Valley knew of the contracts and participated in or induced their breach.
- Tri-Valley demurred; after a first amended complaint, the trial court sustained a demurrer to the third through sixth causes of action without leave to amend and dismissed Tri-Valley from the case.

## Issues

1. Whether the first amended complaint alleged sufficient facts to state tort claims against Tri-Valley for intentional interference with existing contract rights or prospective economic advantage.
2. Whether allegations that a purchaser acquired a business with knowledge of disputed contract claims, without specific independently wrongful acts, can constitute “unjustified” interference.
3. Whether the trial court abused its discretion by sustaining the demurrer without leave to amend.

## Decision

- The Court of Appeal affirmed the judgment of dismissal.
- The court held that the third through sixth causes of action did not plead facts sufficient to constitute intentional interference with contract or prospective economic advantage.
- The court found no abuse of discretion in denying leave to amend.

## Legal Principles

- On demurrer, courts accept well-pleaded factual allegations as true but disregard legal conclusions; documents incorporated into the complaint may be considered to assess the pleading’s sufficiency.
- A plaintiff alleging intentional interference with contract or prospective economic advantage must plead specific facts showing intentional, wrongful interference, not conclusory labels (e.g., “induced,” “interfered”).
- A buyer’s acquisition of a business, even with knowledge of another’s asserted contract rights and pending litigation, is not actionable interference absent independently wrongful conduct (such as fraud, misrepresentation, coercion, or other improper means).
- Leave to amend may be denied when the plaintiff fails to show a reasonable possibility of curing defects, particularly where incorporated contracts and correspondence frame the dispute and leave no apparent room for consistent added facts establishing wrongful conduct.

## Conclusion

The court affirmed dismissal because the complaint did not allege concrete, independently wrongful acts by the purchaser beyond acquiring the plant amid an existing contractual dispute, and the plaintiff did not demonstrate a plausible amendment that would cure the pleading defects.


Dryden v. Tri-Valley Growers, 65 Cal. App. 3d 990, 135 Cal. Rptr. 720 (Ct. App. 1977)