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Logixx Automation9/12/2002
course of action; (4) an unlawful overt act; and (5) damages as to the proximate result."
However, the court did not address a civil conspiracy claim in conjunction with a breach of contract claim where the only damages alleged were for breach of contact. In Applied Equipment Corp. v. Litton Saudi Arabia Ltd., 869 P.2d 454, 459 (Cal. 1994), the California Supreme Court considered a conspiracy to interfere with a contact claim, rather than a conspiracy to breach a contract claim, and concluded that a contracting party only owes a duty to perform the contract according to its terms. After discussing the differences between contract and tort law, as the Azco court did, it refused to expand tort liability in a way that obliterated "vital and established distinctions between contract and tort theories of liability by effectively allowing the recovery of tort damages for an ordinary breach of contract." Applied Equip. Corp. v. Litton Saudi Arabia Ltd., supra, 869 P.2d at 457. Based on this analysis, the court concluded that a party could not conspire to interfere with his or her own contract.
We find this analysis persuasive and conclude that because the only duty a contracting party owes is to perform the contract according to its terms, a contracting party has no independent duty not to conspire to breach its own contract with another signatory to that contract. Accordingly, we conclude that there can be no conspiracy by two or more parties to a contract to breach that contract.
This conclusion has also been reached by courts in other jurisdictions and is supported by the policy considerations announced in Azco and Grynberg. See Harris v. Equitable Life Assurance Soc'y, 147 F. Supp. 478 (D. Iowa 1957); Callahan v. Gutowski, 488 N.Y.S.2d 519 (N.Y. App. Div. 1985).
The companies urge us to follow cases from other jurisdictions that have applied civil conspiracy tort liability to breach of contract cases. However, these cases are inapposite either because one of the conspiring parties was a stranger to the contract or because the court found an independent duty based on a special relationship such as a partnership. See Nat'l Linen Serv. Corp. v. Clower, 175 S.E. 460 (Ga. 1934); Sorenson v. Chevrolet Motor Co., 214 N.W. 754 (Minn. 1927); Boyles v. Thompson, 585 S.W.2d 821 (Tex. App. 1979); Fox v. Deese, 362 S.E.2d 699 (Va. 1987).
Nevertheless, the companies contend that Michels had an independent duty to engage in good faith business practices that prohibit a prior board member of a corporation from interfering with the corporation's business relations. However, we need not address this issue because the companies did not allege the tort of interference with business relations in their complaint.
Moreover, although Colorado courts have recognized that some special relationships, such as attorney-client, physician-patient, and insured-insurer, by their nature automatically trigger an independent duty of care that supports a tort action even when the parties also have a contractual relationship, the relationship between a former board member and the corporation is not so recognized. See, e.g., Town of Alma v. Azco Constr., Inc., supra (collecting cases where special relationship created independent duty); Colo. Homes, Ltd. v. Loerch-Wilson, 43 P.3d 718 (Colo. App. 2001)(recognizing a duty imposed on a builder, independent of any contract, to construct a home without latent defects for the benefit of subsequent purchasers).
In any event, as the companies argue, any error in allowing the conspiracy claim to go to the jury was harmless because the damages the jury awarded to the companies were supported by evidence related to the breach of
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