## Facts

- Rick Skinner transferred sandwich-shop franchise assets to Holligan, Inc., a corporation formed with Graham Holloway and Tom Culligan to operate the business.
- In exchange, Skinner received a $63,000 promissory note from Holligan, a 6% royalty on gross sales, stock, and a managerial role.
- Holloway served as Holligan’s president and as a director and substantial shareholder, contributing capital and management services.
- Holligan became delinquent on note and royalty payments and fully defaulted in July 1985.
- Skinner obtained a judgment against Holligan on the note and royalties, but the judgment went unpaid after the corporation entered bankruptcy.
- Skinner then sued Holloway individually, alleging Holloway willfully and intentionally caused Holligan to default for Holloway’s own benefit and contrary to Holligan’s interests.
- A jury found Holloway liable for tortious interference; the trial court entered judgment for Skinner; the court of appeals affirmed.

## Issues

1. What must a plaintiff prove to hold a corporate officer/director liable for tortious interference with the corporation’s contract with a third party?
2. Whether legally sufficient evidence showed Holloway, acting in an individual capacity and contrary to Holligan’s interests, willfully and intentionally interfered with Holligan’s contract with Skinner.
3. Whether, even if Holloway induced the breach, his conduct was legally justified by his role and duties as a corporate officer.

## Decision

- The Texas Supreme Court reversed the court of appeals and rendered judgment that Skinner take nothing on the tortious-interference claim.
- The court held there was no evidence that Holloway, in an individual capacity and in opposition to the corporation’s interests, willfully and intentionally interfered with the contract.
- The court treated the complained-of conduct as business decisions presumptively undertaken on behalf of the corporation, not actionable “interference” by an outsider.

## Legal Principles

- Tortious interference requires proof that the defendant willfully and intentionally interfered with a contract, proximately causing breach and damages.
- A corporate officer or agent is generally not personally liable for inducing the corporation’s breach when acting within the scope of authority to further the corporation’s interests.
- To impose personal liability on a corporate officer, the plaintiff must present evidence the officer acted outside authority or for purely personal motives—conduct so contrary to the corporation’s best interests that it can only be explained by personal interests.
- Corporate officers have a qualified privilege (legal justification) for actions taken to protect the corporation’s economic interests; the privilege is not overcome without proof of predominantly personal motive or comparable improper conduct.

## Conclusion

The court set aside the tortious-interference verdict because the record lacked legally sufficient evidence that the corporation’s president acted as an individual wrongdoer rather than as a corporate decisionmaker, and Texas law protects officers from personal liability absent proof of conduct outside authority or driven solely by personal interests.


Holloway v. Skinner, 898 S.W.2d 793 (Tex. 1995)