Applied Equipment Corp. v. Litton Saudi Arabia Ltd

In Applied Equipment Corp. v. Litton Saudi Arabia Ltd. (1994) 7 Cal.4th 503, the California Supreme Court held that a party to the contract could not be liable for interfering with its own contract. (Id. at p. 521.) In reaching its decision, the court drew a sharp distinction between breach of contract and the tort of interference. The court stated: "Contract and tort are different branches of law. Contract law exists to enforce legally binding agreements between parties; tort law is designed to vindicate social policy. " (Id. at pp. 514-515.) And, "the differences between contract and tort give rise to distinctions in assessing damages and in evaluating underlying motives for particular courses of conduct. Contract damages seek to approximate the agreed-upon performance. . . . Contract damages are generally limited to those within the contemplation of the parties when the contract was entered into or at least reasonably foreseeable by them at that time; consequential damages beyond the expectations of the parties are not recoverable." (Id. at p. 515.) The court then continues, "tort damages are awarded to compensate the victim for injury suffered. 'For the breach of an obligation not arising from contract, the measure of damages . . . is the amount which will compensate for all the detriment proximately caused thereby, whether it could have been anticipated or not.' " (Applied Equipment Corp. v. Litton Saudi Arabia Ltd., supra, 7 Cal.4th at p. 516.) The court notes that punitive damages are available only '"for breach of an obligation not arising from contract.'" (Ibid.) The Supreme Court clarified that, in deciding Gruenberg and Doctors' Co., it had "relied on two independent principles: (1) the 'non-insurer defendants were not parties to the agreements for insurance; therefore, they were not, as such, subject to an implied duty of good faith and fair dealing'; and (2) duly acting agents and employees cannot be held liable for conspiring with their own principals (the 'agent's immunity rule')." (Applied Equipment Corp., at p. 512, ) The Supreme Court put it in Applied Equipment, the "invocation of conspiracy does not alter the fundamental allocation of duty. Conspiracy is not an independent tort; it cannot create a duty or abrogate an immunity. It allows tort recovery only against a party who already owes the duty and is not immune from liability based on applicable substantive tort law principles." ( Id. at p. 514.)