NBT BANCORP INC. ET AL., APPELLANTS, v. FLEET/NORSTAR FINANCIAL GROUP, INC.,
&C., ET AL., RESPONDENTS.
87 N.Y.2d 614, 664 N.E.2d 492, 641 N.Y.S.2d 581 (1996).
March 26, 1996
3 No. 43(1996 NY Int. 51)
Decided March 26, 1996
_________________________________________________________________
This opinion is uncorrected and subject to revision before publication
in the New York Reports.
Stephen L. Teichler (pro hac vice), for Appellants.
Richard F. Ziegler, for Respondents.
KAYE, CHIEF JUDGE:
This action by a disappointed suitor against its competitor centers
on a contest between two financial institutions to acquire the same
target bank. Plaintiffs (collectively "NBT") and defendants
(collectively "Norstar") each sought a merger with Central National
Bank. NBT ultimately entered into a merger agreement with Central,
subject to approval of two-thirds of the holders of Central's common
stock. When the agreement failed to garner shareholder approval, NBT
filed suit against Norstar, alleging several varieties of tortious
interference and seeking lost profits from the failed merger. At issue
on this appeal is whether NBT's claim for tortious interference with
contractual relations was properly dismissed on the pleadings (CPLR
3211) and whether its claim for tortious interference with prospective
contractual relations was properly dismissed on summary judgment (CPLR
3212). Concluding that the Appellate Division correctly rejected both
claims, we now affirm.
Facts
According to NBT's complaint, on November 4, 1986 Central's Board of
Directors met with representatives of Norstar, NBT and a third
financial institution--KeyCorp of Albany--to hear their separate
merger proposals. At that meeting, NBT offered $54 a share for
Central, and Key and Norstar each made offers worth $60 a share. Each
of the proposals was based on an exchange of Central's stock for the
bidder's stock. (NBT's shares were unlisted; Norstar and Key traded on
the New York Stock Exchange.) No action was taken by Central's Board
at that meeting. Three days later, the Board voted--six to five--to
accept a revised merger proposal from NBT.
SNIPPETS:
NBT BANCORP INC. ET AL., APPELLANTS, v. FLEET/NORSTAR FINANCIAL GROUP, INC.,
This opinion is uncorrected and subject to revision before publication in the New York
Richard F. Ziegler, for Respondents.
This action by a disappointed suitor against its competitor centers on a contest between two
Plaintiffs (collectively "NBT") and defendants each sought a merger with Central National
NBT ultimately entered into a merger agreement with Central, subject to approval of
When the agreement failed to garner shareholder approval, NBT filed suit against Norstar,
At issue on this appeal is whether NBT's claim for tortious interference with contractual
According to NBT's complaint, on November 4, 1986 Central's Board of Directors met with
Notwithstanding the alleged dumping, NBT and Central entered into a formal Merger Agreement
The merger was conditioned on approval both by the owners of two-thirds of the common stock
This provoked a suit by NBT against Kling and his supporters for violation of federal
Close to a year later, NBT commenced this action asserting three causes of action and seeking
The Appellate Division affirmed dismissal of the first two causes of action on the ground
Dissenting in part, then-Justice Levine, would have dismissed the third cause of action as
Co., 41 NY2d 1078, 1080; Israel v Wood Dolson Co., 1 NY2d 116, 120; see also, Kronos, Inc. v
Corp., the degree of protection available to a plaintiff for a competitor's tortious
Where there has been no breach of an existing contract, but only interference with
Defendant (plaintiff's competitor) then successfully negotiated its own contract with the
Guard-Life explains that this rule represents a balance struck between "society's interest in
Opinion by Chief Judge Kaye.
|
