## Facts

- Walnut Street Associates, Inc. (WSA) served for decades as Procacci Brothers Sales Corporation’s health-insurance broker of record.
- Procacci retained Brokerage Concepts, Inc. (BCI) as a third-party administrator in 1994; BCI paid commissions to WSA from Procacci’s premiums.
- In 2005, Procacci sought cost reductions; after disagreement, Procacci indicated it would move its administration business away from BCI.
- A BCI employee, Kimberly Macrone, wrote Procacci urging reconsideration and disclosed the amount of compensation WSA had been receiving as broker of record.
- The disclosed compensation figure was higher than Procacci believed, but the parties did not dispute that Macrone’s statements about WSA’s compensation were true.
- Procacci terminated its contractual relationship with WSA after receiving the letter.
- WSA sued BCI and Macrone; after disputed commissions were paid, the case proceeded only on a claim for intentional interference with contractual relations.
- A jury found intentional and improper interference, causation, and damages, awarding WSA $330,000; the trial court declined to instruct the jury that truthful information is not improper interference.
- The Superior Court reversed and directed entry of judgment notwithstanding the verdict (JNOV) for BCI, concluding truthful statements cannot support liability for intentional interference.

## Issues

1. Whether Pennsylvania should adopt Restatement (Second) of Torts § 772(a), which provides that interference is not improper when it consists of giving truthful information.
2. Whether an intentional-interference claim fails as a matter of law when the alleged interfering communication to a contracting party is undisputedly true.

## Decision

- The Supreme Court of Pennsylvania adopted Restatement (Second) of Torts § 772(a).
- The Court held a person is not liable for intentional interference with a contract when the alleged interference consists of giving the other party truthful information.
- Because Macrone’s statements about WSA’s compensation were undisputedly true, WSA could not establish the “improper” interference element.
- The Court affirmed the Superior Court’s disposition sustaining JNOV for BCI and Macrone.

## Legal Principles

- Intentional interference with contractual relations requires intentional interference that is “improper” under Restatement (Second) of Torts §§ 766 and 767.
- Under Restatement (Second) of Torts § 772(a), interference is not improper when it is accomplished by providing truthful information to the other contracting party.
- When the alleged interference consists solely of undisputedly truthful statements, the “improper” element cannot be satisfied and judgment for the defendant is required as a matter of law.
- Section 772(a) does not immunize all communications; it applies where the interference is limited to truthful information and the truth of the statement is not contested.

## Conclusion

Pennsylvania recognizes Restatement (Second) of Torts § 772(a) as a categorical limitation on intentional-interference liability: undisputedly truthful information, even if it prompts termination of a contract, is not “improper” interference and cannot support a tortious-interference verdict.


Walnut St. Assocs., Inc. v. Brokerage Concepts, Inc., 20 A.3d 468 (Pa. 2011)