Chapter 15 - § 15.3 • DEFENDANTS

• Jurisdiction: Colorado

§ 15.3 • DEFENDANTS

§ 15.3.1—Parties To The Contract

A claim of interference with contract can be made only against a defendant who is not a party to the contract that was breached. One cannot unlawfully interfere with one's own contract. Jandro v. Foster, 53 F. Supp. 2d at 1099; Trimble v. City & County of Denver, 697 P.2d 716, 725-26 (Colo. 1985) (superseded by statute on a different issue regarding governmental immunity. See Colo. Dep't of Transp. v. Brown Group Retail, Inc., 182 P.3d 687 (Colo. 2008) and Harris Group, Inc. v. Robinson, 209 P.3d 1188, 1195 (Colo. App. 2009)). Thus, a sole proprietor cannot be liable for interference with contract when he or she fires one of the company's employees because the sole proprietor and the company are not separate entities. This is also true of a sole shareholder who is the alter ego of the corporation.

§ 15.3.2—Supervisors, Officers, And Directors

Whether a supervisor, manager, officer, or director of a corporation can be held personally liable for inducing the corporation's breach of its contract depends upon the individual's motives and whether the individual's conduct was outside the scope of his or her employment. Where the individual was motivated solely by a desire to induce the corporation to breach its contract with the plaintiff, and not by a bona fide business purpose, he or she may be personally liable for interference with contract. See Cronk v. Intermountain Rural Elec. Ass'n, 765 P.2d 619, 623 (Colo. App. 1988); Trimble, 697 P.2d at 729; Zappa, 706 P.2d at 442.

In Corporon v. Safeway Stores, Inc., employee Garcia, in his capacity as an affirmative-action representative for the employer, investigated a charge of sexual harassment, the investigation of which led to the plaintiff's discharge. 708 P.2d 1385, 1387 (Colo. App. 1985). The plaintiff sued both his former employer and Garcia personally for interference with contract. While the trial court dismissed this claim, the court of appeals reversed the dismissal only as to Garcia. The court reasoned that because Garcia "act[ed] as an agent for [the employer]" and was not the employer itself, the plaintiff's allegations of defamation and other facts "[were] sufficient to state a claim of intentional interference with contractual relations." Id. at 1390.

In Cronk, the general manager fired the plaintiff after he asked for a voluntary transfer from a management to a nonmanagement position because of his disapproval of the general manager's...