## Facts

- Wayne Redfearn was the largest shareholder of Caliber Sales and Marketing Corp., a food brokerage business that represented manufacturers and helped place products in retail outlets.
- Caliber acted as broker for Seneca Foods Corp. (from 2003) and Sunsweet Growers Inc. (from 2006), helping introduce their products into Trader Joe’s stores.
- Trader Joe’s later changed its approach to using brokers for new products but continued working with brokers on existing accounts.
- Redfearn alleged a Trader Joe’s executive falsely told Seneca (and similarly Sunsweet) that Redfearn was spreading rumors that Trader Joe’s employees solicited bribes and that bribes were required to do business.
- Redfearn alleged Trader Joe’s pressured the suppliers to terminate their brokerage relationships with Caliber, including an alleged threat that Trader Joe’s would replace Seneca as a supplier if it did not drop Caliber.
- Seneca and Sunsweet allegedly terminated their contracts with Caliber as to supplying products to Trader Joe’s.
- When Redfearn left Caliber in late 2014, Caliber assigned its claims against Trader Joe’s to him, and he sued Trader Joe’s.

## Issues

1. Whether Trader Joe’s could be liable for intentional interference with contractual relations, or was not a “stranger” to the Caliber–supplier brokerage contracts because Trader Joe’s purchasing relationship was economically related to performance.
2. Whether the complaint sufficiently alleged an independently wrongful act to support intentional and negligent interference with prospective economic advantage.
3. Whether the unfair competition claim could proceed based on the alleged “unlawful” conduct underlying the interference theories.

## Decision

- The Court of Appeal reversed the dismissal entered after the trial court sustained Trader Joe’s demurrer without leave to amend.
- Trader Joe’s was a “stranger” to the Caliber–Seneca and Caliber–Sunsweet contracts because it was neither a party nor an agent of a party to those contracts; an economic interest in the surrounding business relationship did not bar interference liability.
- The complaint adequately pleaded intentional interference with contract (valid contracts, Trader Joe’s knowledge, intentional inducement, termination/disruption, and damages).
- The complaint adequately pleaded intentional and negligent interference with prospective economic advantage by alleging independently wrongful conduct, including statements actionable as defamation and coercive pressure to terminate Caliber.
- Because the interference claims were adequately pleaded, the UCL claim based on “unlawful” conduct also survived at the pleading stage.
- The case was remanded for further proceedings.

## Legal Principles

- For intentional interference with contractual relations, a defendant is generally a “stranger” if it is not a contracting party or the agent of a contracting party; being economically involved in, or important to, the broader commercial setting does not alone confer immunity.
- At the demurrer stage, courts accept well-pleaded facts as true and assess whether the elements of the tort are sufficiently alleged.
- Interference with prospective economic advantage (intentional or negligent) requires conduct that is independently wrongful apart from the interference itself; alleged defamatory statements to third parties and coercive threats may satisfy this requirement.
- Under California’s UCL, “unlawful” practices include conduct that violates other laws; adequately pleaded tortious conduct can support a UCL claim.

## Conclusion

The appellate court reinstated claims for interference with contract, interference with prospective economic advantage, and unfair competition, holding that Trader Joe’s was not insulated from interference liability merely because its purchasing relationship related to the suppliers’ performance, and that alleged defamatory and coercive conduct satisfied the independent-wrongfulness requirement at the pleading stage.


Redfearn v. Trader Joe’s Co., 20 Cal. App. 5th 989 (Cal. Ct. App. 2018)