## Facts

- InfoSAGE, Inc., a software-development company, was funded by approximately $5 million in founder financing and two rounds of venture-capital financing totaling about $5 million.
- Mellon Ventures participated in the first two venture rounds and held roughly 20.4% of InfoSAGE’s equity; Mellon’s representative, Charles J. Billerbeck, sat on InfoSAGE’s five-member board.
- In late 2000, InfoSAGE’s board approved a plan requiring a prompt third round of financing for marketing, with cash projected to run out by summer 2001.
- The board supported a valuation of about $23 million for the third round; Billerbeck separately calculated a valuation under $10 million, with no evidence he shared that calculation with outside investors.
- InfoSAGE solicited multiple venture-capital firms for the third round; most declined for their own business reasons, and none entered negotiations to invest.
- Evidence suggested Billerbeck may have had contact with four potential investors before they declined, but there was no evidence he tried to dissuade them; one investor testified its decision was independent of anything Billerbeck said or did.
- InfoSAGE obtained a bridge loan in an arm’s-length transaction but later went bankrupt.
- InfoSAGE sued Mellon, Billerbeck, and others for tortious interference with prospective business relations, breach of fiduciary duty, and aiding and abetting a breach of fiduciary duty; the trial court granted summary judgment for defendants.

## Issues

1. Whether the evidence created a genuine issue of material fact that defendants tortiously interfered with InfoSAGE’s prospective venture-capital financing relationships.
2. Whether the evidence created a genuine issue of material fact that Billerbeck, as a director, breached fiduciary duties to InfoSAGE and that any breach caused InfoSAGE’s losses.
3. Whether aiding-and-abetting liability could stand absent proof of an underlying fiduciary-duty breach.

## Decision

- The Superior Court of Pennsylvania affirmed summary judgment for all defendants.
- The court held InfoSAGE failed to present sufficient evidence of a concrete prospective contractual relationship or purposeful, causative interference by Billerbeck.
- The court held InfoSAGE failed to present sufficient evidence that Billerbeck engaged in disloyal conduct or that any alleged breach caused the failure to obtain financing and resulting harm.
- Because no primary fiduciary-duty breach was shown, the aiding-and-abetting claim necessarily failed.

## Legal Principles

- Tortious interference with prospective business relations requires evidence of a sufficiently definite prospective relationship and non-speculative proof that defendant’s intentional conduct caused the third party not to proceed.
- Mere opportunity to influence third parties, or generalized contacts with potential counterparties, does not establish intentional interference without evidence of discouraging statements or conduct linked to the third party’s decision.
- A fiduciary-duty claim against a corporate director requires evidence of breach (e.g., disloyalty or self-dealing) and causation; disagreements over valuation, without proof of harmful misuse or communication, are insufficient.
- Aiding and abetting a breach of fiduciary duty requires an underlying actionable breach; if the primary breach fails, the derivative claim fails.

## Conclusion

The court affirmed dismissal at summary judgment because InfoSAGE’s claims rested on speculation rather than evidence that defendants intentionally disrupted identifiable financing opportunities or that any director misconduct caused InfoSAGE’s inability to secure third-round funding.


InfoSAGE, Inc. v. Mellon Ventures, L.P., 896 A.2d 616 (Pa. Super. Ct. 2006)