taken by him with respect to DuSesoi's employment were privileged and do not provide a basis for liability in tort.
The privilege asserted by Logan in this case is a privilege which inures to the officers and directors of a corporation. These individuals, by virtue of their corporate offices, are permitted to take actions which have the effect of interfering with contractual relations between the corporation and third parties.
The privilege rests on two basic principles. First, it recognizes that a corporation cannot tortiously interfere with an agreement to which it is a party. Rather, this tort is defined exclusively in terms of interference by some third party. Restatement (Second) of Torts § 766. In addition, this privilege acknowledges that a corporation, as a legal entity, acts only through the actions of its officers and agents. Therefore when corporate officers terminate an agreement on behalf of their principal, the corporation, their actions are not considered tortious.
Both Pennsylvania and Texas law recognize the existence of this privilege; moreover, in both states the availability of this defense has been determined as a matter of law. Southwestern States O & G Co. v. Sovereign Resources, 365 S.W.2d 417 (Tex.Civ.App.1963) (Affirming summary judgment dismissal of complaint against an officer and director); Terry v. Zachry, 272 S.W.2d 157 (Tex.Civ.App.1954), (Affirming summary judgment dismissal); Menefee v. Columbia Broadcasting System, Inc., 458 Pa. 46, 329 A.2d 216 (1974), (Affirming summary judgment for general manager and director of plaintiff's employer); Geib v. Alan Wood Steel Co., 419 F. Supp. 1205 (E.D.Pa.1976), (Summary judgment granted in favor of the President of the parent corporation of the plaintiff's employer).
In this case it is undisputed that the defendant, Harry Logan, was the president of both United and International throughout the entire period of plaintiff's employment. (Affidavit of Harry Logan, paragraph 2; Paragraph 8 of the plaintiff's complaint). Logan was also the Chairman of the Board of Directors of International at this time. (Exhibit 2(c), Defendant's Motion for Summary Judgment). Thus, Logan's positions with both United and International would bring him within the scope of this privilege.
Logan has, by affidavit, described the circumstances surrounding DuSesoi's discharge. The plaintiff's employment was terminated as a result of the acquisition of United by Coral Energy, Inc. Coral already maintained a large crude oil trading department in Houston. Therefore, Coral had no need for the services provided by DuSesoi and International. Accordingly, Coral decided to terminate DuSesoi's employment. (Affidavit of Harry Logan, paragraph 7).
On this record we believe that Count V of the plaintiff's complaint should be dismissed. Logan was an officer in both United and International throughout the period covered by this lawsuit. In these corporate capacities Logan ordered the termination of International's operations and the discharge of DuSesoi. In taking these steps Logan was acting on behalf of and at the direction of his corporate principal. Therefore, Logan's actions in no way provide a basis for individual liability in tort.
The plaintiff in this case cannot simply rely on the legal conclusion, asserted in his complaint, that Logan's actions were not privileged. (Paragraph 42 of the plaintiff's complaint). Rather he must come forward with some evidence indicating the existence of a genuine issue of fact of this question. This he has failed to do. Accordingly Count V of plaintiff's complaint must be dismissed.