In this diversity action, Dorn V. Williams appeals the district court's order granting summary judgment in favor of Rite-Aid Corporation. The district court rejected Williams' claim that Rite-Aid had tortiously conspired to interfere with a lease agreement between Williams and his tenant, Green's Drug Stores, Inc., and conspired to wilfully and maliciously injure Williams in his trade or business. We affirm.

Williams is a businessman who owned the Family Discount Health and Beauty Aids store ("Family Discount") in Stuart, Virginia. Rite-Aid is a Delaware corporation which, through its Virginia subsidiary, owns and operates drug stores throughout Virginia. Green's, Rite-Aid's alleged coconspirator, is a Virginia corporation, controlled by Charles E. Green, Jr. and Charles E. "Ted" Green, III, which operates several drug stores in Virginia.

The facts, viewed in a light most favorable to Williams, show that Williams was party to a license agreement with Green's, under which Green's leased space in Williams' store for the operation of a pharmacy ("Family Pharmacy"). Under this agreement, either party had the right to cease operations upon ninety days' notice. The lease also provided that, upon termination, Williams had the option to purchase Family Pharmacy's "fixtures and equipment." Significantly, the prescription files and inventory remained the property of Green's.1

In late 1982, Rite-Aid decided to open a drug store in Patrick County, Virginia, near the town of Stuart. Prior to opening the new store, Rite-Aid negotiated and executed an agreement with Green's to purchase the prescription files and inventory of Family Pharmacy.2 On or about December 7, 1983, I. Lawrence Gelman, associate counsel for Rite-Aid, prepared a standard agreement for the sale of Green's prescription files and inventory to Rite-Aid. After Ted Green informed Gelman of the 90-day termination clause in the lease agreement, certain changes were made in the sales contract in order to harmonize the Rite-Aid agreement with the existing lease. On January 4, 1984, Gelman sent an executed sale contract to Green and reminded Green to give notice to Williams of Green's intention to terminate the lease.3

On January 9, 1984, a letter constituting Green's notice of termination was delivered to Williams. The next day, employees of Green's and Rite-Aid transferred the prescription files and inventory from Family Pharmacy to Rite-Aid. This operation was organized by Henry (Hank) Baxter, general manager of Green's.4 In addition, Rite-Aid ran various advertisements, similar to those routinely generated by its advertising staff, in order to draw the public to the new store.5 It is undisputed that Baxter initially allowed employees of Green's and Rite-Aid to display posters in Williams' store stating that Family Pharmacy had "moved" and that "all prescriptions" could be "filled at new Rite-Aid Pharmacy." Although Williams contended that Green's failed to operate the pharmacy from January 10, 1984, until January 17, 1984, the record is clear that after January 17, Green's operated Family Pharmacy until April 9, 1984, ninety days after notice of termination was given.

After Rite-Aid opened its new store, the sales at Williams' store dropped dramatically. Williams was unsuccessful in securing a replacement for the Green's Pharmacy and Family Discount Health and Beauty Aids was forced to close.

On June 9, 1986, Williams filed this action against Rite-Aid in the United States District Court, Western District of Virginia, Danville Division, alleging that Rite-Aid maliciously and unlawfully conspired with Green's to induce Green's to break its lease with Williams. Williams further charged that Rite-Aid conspired with Green's to wilfully and maliciously injure Williams in his trade or business, in violation of Va.Code Secs. 18.2-499, 18.2-500 (1982).6 On March 13, 1987, the district court granted Rite-Aid's motion for summary judgment, concluding that there was no evidence that Rite-Aid either intended or concurred in any decision by Green's that the lease be breached, or that Rite-Aid had a malicious desire to injure Williams' business. From this decision, Williams appeals.

On appeal, Williams contends that the district court erred in granting summary judgment for Rite-Aid because there were genuine issues of material fact from which a jury could find that (1) Green's breached its lease with Williams; (2) Rite-Aid induced this breach by promising to indemnify Green's; and (3) Rite-Aid and Green's conspired to wilfully and maliciously injure Williams' business. We disagree.

Whether Green's actually breached its lease with Williams by removing its prescription files and inventory from Family Pharmacy before the ninety-day notice period is not a dispositive issue.7 Assuming, arguendo, that Green's breached its lease with Williams by removing its prescription files and inventory, there is absolutely no evidence that Rite-Aid knew or intended a breach to occur. Indeed, the negotiations prior to executing the sale contract between Green's and Rite-Aid demonstrate a contrary conclusion. Nor is there evidence of any conspiracy between Rite-Aid and Green's. As the district court noted, the sale of Green's prescription files and inventory "was a routine business transaction which Rite-Aid had conducted in similar circumstances elsewhere."

We also find no merit in Williams' claim that Rite-Aid induced Green's to breach its lease with Williams by agreeing to reimburse Green's for its anticipated costs in extricating itself from the ninety-day notice period. See, supra n. 3. These provisions are neither improper nor unusual. Rite-Aid simply recognized that Green's might not want to bear the additional cost of a "buy out" of the notice period, or of operating its pharmacy after the sale of its prescription files and inventory. Neither of these possibilities contemplate a breach of the lease agreement with Williams.

Finally, we reject Williams' assertions that Rite-Aid violated Va.Code Secs. 18.2-499, 18.2-500 (1982). Under the statute, a plaintiff must demonstrate "(1) a combination of two or more persons for the purpose of willfully and maliciously injuring plaintiff in his business, and (2) resulting damage to plaintiff." Allen Realty Corp. v. Holbert, 318 S.E.2d 592, 596 (Va.1984). The defendant's "primary and overriding purpose" must be to injure the plaintiff in his trade or business, "motivated by hatred, spite, or ill-will...." Greenspan v. Osheroff, 351 S.E.2d 28, 35 (Va.1986). Here, the record is devoid of evidence that Rite-Aid acted out of any motivation other than to lawfully establish itself in a new market area. We hold, therefore, that the district court committed no error in finding that Rite-Aid was entitled to summary judgment as a matter of law.

The judgment is, accordingly, affirmed.

AFFIRMED.