## Facts

- Kenneth D. Duggin contracted to buy approximately 4.5 acres from Betty B. Williams for $950,000; performance depended on engineering studies and county rezoning.
- C. Douglas Adams, a Virginia attorney, represented Williams throughout the transaction.
- The parties extended the original contract by addendum; if settlement was not finalized by June 15, 1981, either party could cancel under the contract terms.
- Duggin alleged substantial expenditures of time and money pursuing engineering work and rezoning.
- Duggin entered an agreement with Centennial Contractors, Inc. to assign his contract rights in exchange for a fee payable upon closing.
- Duggin alleged Adams learned confidential details about Duggin’s contract, plans, and expected assignment fee through Adams’s role as Williams’s attorney.
- Duggin alleged Adams intentionally induced Williams to terminate the contract and then arranged for the property to be sold to Adams (or entities connected with him), destroying Duggin’s contract and economic expectancy.

## Issues

1. Whether the pleadings alleged a prima facie claim for tortious interference with a contract that was terminable at will by alleging intentional interference accomplished through “improper methods.”
2. Whether the trial court could sustain a demurrer based on justification or privilege asserted by the alleged interferer.

## Decision

- The Supreme Court of Virginia reversed the judgment sustaining the demurrer and the final judgment for Adams.
- The court held the motion for judgment alleged a prima facie case of tortious interference with a terminable-at-will contract.
- The case was remanded for further proceedings.

## Legal Principles

- On demurrer, courts accept as true all properly pleaded material facts and reasonable inferences.
- Tortious interference requires allegations of: (1) a valid contractual relationship or business expectancy, (2) the defendant’s knowledge, (3) intentional interference causing breach or termination, and (4) resulting damage.
- When the contract is terminable at will, the plaintiff must generally allege interference accomplished by “improper methods” (or legal malice, meaning without justification), because the plaintiff’s interest resembles a prospective economic expectancy rather than a fixed right.
- “Improper methods” may include misuse of confidential information, breach of fiduciary or professional duties, unethical conduct, sharp dealing, or overreaching.
- Justification or privilege is an affirmative defense for the defendant to prove and ordinarily cannot be resolved on demurrer unless it appears on the face of the pleadings.

## Conclusion

The court reinstated the claim because the pleadings, taken as true, alleged that an attorney used confidential information and self-interested conduct to cause termination of an at-will real estate contract and capture the transaction, which qualifies as “improper methods” sufficient to plead tortious interference despite the contract’s terminable-at-will nature.


Duggin v. Adams, 360 S.E.2d 832 (Va. 1987)