## Facts

- White Plains Coat & Apron Co., Inc. operated a linen-rental business and alleged it had five-year exclusive service contracts with customers.
- Cintas Corp. and Cintas Corp. 2 operated a competing nationwide rental business.
- White Plains alleged Cintas knew of White Plains’s existing customer contracts and induced dozens of those customers to breach and switch to Cintas.
- White Plains sent Cintas a cease-and-desist letter with a list of customers it claimed were improperly solicited; Cintas denied knowledge of the contracts and continued solicitation.
- White Plains sued in federal court for tortious interference with existing contracts.
- The federal district court granted summary judgment to Cintas, reasoning that Cintas’s competitive interest in soliciting business and making a profit triggered an economic-justification defense absent proof of malice or illegality.
- On appeal, the Second Circuit certified to the New York Court of Appeals whether generalized profit-seeking competition, without a prior economic relationship with the breaching party, qualifies as an economic-interest defense.

## Issues

1. Whether, under New York law, a generalized economic interest in soliciting business for profit is a defense to tortious interference with an existing contract when the alleged interferer has no preexisting legal or financial relationship with the breaching party.

## Decision

- The New York Court of Appeals answered the certified question in the negative.
- A generalized economic interest in competing for business and earning profits does not constitute an economic-justification defense to inducing breach of an existing contract where the defendant lacks a prior legal or financial stake in the contracting party.

## Legal Principles

- Tortious interference with an existing contract is not justified merely because the defendant is a competitor seeking profit.
- The economic-interest (justification) defense is limited to defendants with a concrete legal or financial interest in the breaching party (e.g., significant stockholder, creditor, or contractual manager).
- Preserving protection for existing contracts is treated as more important than permitting unrestricted competition that would erase the distinction between interference with existing contracts and interference with prospective relations.
- Ordinary advertising and solicitation in the normal course are not automatically improper; liability depends on knowing inducement of breach and whether the conduct exceeds acceptable competitive behavior, absent a recognized privilege.

## Conclusion

The court held that a competitor cannot avoid liability for inducing breach of an existing contract based solely on a generalized profit motive; the economic-interest defense requires a specific, preexisting legal or financial relationship with the breaching party.


White Plains Coat & Apron Co. v. Cintas Corp., 8 N.Y.3d 422 (N.Y. 2007)