## Facts

- William Comette owned a dairy herd subject to a bank chattel mortgage; he sought to sell the entire herd after obtaining general permission to do so, with the understanding that bank approval was required for any sale.
- Everett C. Mitchell and Phillip Albee inspected the herd and agreed with Comette to purchase it for $7,800, paying $100 down and agreeing to pay additional sums the next day and the balance upon removal, within ten days.
- Comette signed a written memorandum stating the sale terms and expressly making the sale “subject to the approval of the bank.”
- The bank arranged for Carl J. Aldrich, a cattle dealer/appraiser used by the bank for appraisals, to visit Comette’s farm in connection with the proposed sale; Aldrich was not a bank employee.
- Viewing the evidence most favorably to plaintiffs, Aldrich disparaged Mitchell to Comette, suggested Mitchell would be difficult and that Comette might have trouble collecting the balance, and raised doubts about whether the bank would approve the sale to plaintiffs.
- Aldrich then offered Comette $8,100 for the herd on behalf of Alson I. Drew and represented that the bank would definitely approve a sale to Drew.
- Comette abandoned the agreement with plaintiffs and sold the herd to Drew; the bank approved the substitute transaction.
- Plaintiffs sued Aldrich and Drew for wrongful (intentional) interference with contractual relations; the trial court directed a verdict for defendants after plaintiffs’ evidence.

## Issues

1. Whether plaintiffs’ evidence was sufficient to submit to the jury a claim that defendants intentionally and improperly interfered with plaintiffs’ advantageous contractual relation with Comette.
2. Whether the bank-approval contingency and existing chattel mortgage prevented plaintiffs’ agreement from constituting a protectable contract or contractual relation for purposes of an interference claim.

## Decision

- The Vermont Supreme Court reversed the directed verdict for defendants and remanded for a new trial.
- The court held the evidence, if believed, could support a finding that plaintiffs had a protectable contractual relation with Comette even though it was subject to bank approval.
- The court held a jury could reasonably find that defendants intentionally caused Comette to abandon plaintiffs’ agreement and that the interference was unjustified or improper.
- The court ruled that disputed inferences on causation, justification/privilege, and wrongfulness were for the jury, not for resolution by directed verdict.

## Legal Principles

- A third party is liable for intentional interference with contractual relations when, without privilege or justification, the third party purposely induces a contracting party to breach or abandon a contract or advantageous contractual relation, causing damage.
- An agreement contingent on third-party approval may still constitute a protectable contractual relation; contingency does not bar an interference claim as a matter of law.
- Competition may provide a justification in some circumstances, but the scope of any privilege depends on the means and purpose; misleading statements or improper use of influence may support liability.
- On review of a directed verdict against a plaintiff, the evidence and reasonable inferences must be taken in the light most favorable to the plaintiff; if the evidence permits differing reasonable inferences on material elements, the case must go to the jury.

## Conclusion

The court held that plaintiffs’ bank-approval-conditioned cattle purchase agreement could be protected from third-party interference and that the evidence permitted a jury to decide whether defendants improperly induced the seller to abandon plaintiffs’ deal in favor of a higher competing offer.


Mitchell v. Aldrich, 163 A.2d 833 (Vt. 1960)