SCOTT L. PALK, District Judge.
Before the Court is the Motion to Dismiss [Doc. No. 19] filed by Defendant Audatex North America, Inc. It is at issue. See Resp., Doc No. 21; Reply, Doc. No. 22.
Plaintiff Stacy Boncic obtained collision and comprehensive insurance coverages for her vehicle from Defendant Permanent General Assurance Corporation (PGAC). The comprehensive coverage included losses caused by floods. Plaintiff asserts that the total due to her from PGAC was controlled by the following portion of her insurance policy:
Okla. Auto Policy 20, Doc. No. 1-2 (bold emphasis omitted) (Exhibit No. 1 to Plaintiff's state-court-filed Petition). Per the insurance policy, "`[a]ctual cash value' means, at the time of the accident or loss, the fair market value of the stolen or damaged property. The fair market value is affected by: a. The age, mileage and physical condition of the property; and b. Depreciation and prior damage; which may reduce value." Id. at 4 (bold emphasis omitted).
On September 3, 2018, Plaintiff's vehicle flooded with salt water in Galveston, Texas. Plaintiff subsequently submitted an insurance claim to PGAC and Defendant General Automobile Insurance Services, Inc. (GAIS) The specific relationship between these defendants is unclear, though Plaintiff treats them as partners in the insurance claim-handling process (as the Court will do in deciding Audatex's motion). PGAC and GAIS eventually declared Plaintiff's vehicle to be a total loss.
In handling Plaintiff's insurance claim, PGAC and GAIS utilized Autosource—a software program owned by Audatex that it sells and/or licenses to insurers—to determine the "market value" (also described as the "market driven value") of Plaintiff's vehicle. See Autosource Market-Driven Valuation 2, Doc. No. 1-2 (Exhibit No. 6 to Plaintiff's state-court-filed Petition). In addition to evaluating the condition of various portions of Plaintiff's vehicle (e.g., mileage, seats condition, glass condition, engine condition, and transmission condition) and making adjustments to a base price for any other-than-expected wear or damage (which Plaintiff challenges), the Autosource valuation determines a vehicle's local market value based on the prices associated with other automobiles pulled from "dealer inventories, dealer advertisements, phone verified vehicles, and private party advertisements from thousands of sources including automotive publications, newspapers and Web sites." Id. Plaintiff asserts that these comparator vehicles were not, in fact, comparable—resulting in undervaluation of her vehicle by Autosource and underpayment of the amount due to her by PGAC. Plaintiff also asserts that the Autosource valuation's adjustment of advertised prices of comparator vehicles for "typical negotiation" price decreases (approximately 5% of the comparators' advertised prices) resulted in undervaluing the comparator vehicles, thereby undervaluing her vehicle, and proposed or actual payment to her of less than actual cash value for her vehicle.
Based on the Autosource valuation, PGAC and GAIS determined the fair market value of Plaintiff's vehicle (not taking into account her deductible) was $20,338. Plaintiff alleges that this amount undervalued her vehicle by $2,254 to $2,429.
Plaintiff asserts five causes of action—two of which (breach of contract and unjust enrichment) are asserted against PGAC alone, two of which (breach of the duty of good faith and fair dealing (i.e., the tort of bad faith) and fraud/constructive fraud/negligent misrepresentation) are asserted against PGAC and GAIS, and the last of which (tortious interference with a contract) is asserted against GAIS and Audatex.
In considering a motion to dismiss pursuant to Rule 12(b)(6), a court must determine whether the plaintiff has stated a claim upon which relief may be granted. Under Rule 8(a)(2), a pleading is to contain "a short and plain statement of [each] claim showing that the pleader is entitled to relief." While Rule 8(a)(2) "does not require `detailed factual allegations,' . . . it demands more than an unadorned, the-defendant-unlawfully-harmed-me accusation." Iqbal, 556 U.S. at 678 (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007)). As such, "labels and conclusions" and "a formulaic recitation of the elements of a cause of action" are insufficient. Twombly, 550 U.S. at 555. In essence, a plaintiff must "nudge[] [her] claim[] across the line from conceivable to plausible" in order to survive a motion for dismissal. Id. at 570.
To assess the sufficiency of a claim made by a plaintiff, a two-pronged approach is deployed. First, "a judge ruling on a defendant's motion to dismiss a complaint must accept as true all of the factual allegations contained in the complaint." Twombly, 550 U.S. at 572 (quotation marks and citation omitted). A court need not, however, accept the veracity of "mere conclusory statements." Iqbal, 556 U.S. at 678. Second, in light of the well-pleaded factual allegations, the court must determine whether "a complaint states . . . a plausible claim for relief." Id. at 679.
To prevail on a tortious interference with a contract claim,
Audatex first challenges whether Plaintiff has pleaded interference (part of the first element of the tort). To interfere, "the defendant's conduct must be sufficient to establish `inducing or otherwise causing' another party to breach the contract." Architects Collective v. Gardner Tanenbaum Grp., L.L.C., No. CIV-08-1354-D, 2010 WL 2721401, at *3 (W.D. Okla. July 6, 2010) (quoting Restatement (Second) of Torts § 766). "`Inducing' is defined as applicable to situations in which a party to the contract is free to choose between two courses of conduct, and the interferer causes him to choose one course of conduct. `Otherwise causing' applies to circumstances in which the interferer's conduct requires the contracting party to breach the contract." Id. (citations omitted) (quoting Restatement (Second) of Torts § 766 cmt. h). In addition, "[t]o be subject to liability for tortious interference, `the actor must have knowledge of the contract with which [it] is interfering and of the fact that [it] is interfering with the performance of the contract.'" Id. (emphasis omitted) (quoting Restatement (Second) Torts § 766, comment i).
Here, Plaintiff alleges that Audatex was aware of her contract with PGAC (see Pet. ¶ 76, Doc. No. 1-2), that Audatex likewise knew the Autosource valuation would be used to determine the amount paid by PGAC to Plaintiff under the contract (see id. ¶ 77), and that Audatex knew that the Autosource valuation undervalued the total loss valuation of the vehicle (see id. ¶ 78). In that PGAC was necessarily choosing from nearly infinite possible amounts to pay Plaintiff under the insurance policy, Plaintiff has pleaded that the Autosource valuation—upon which Plaintiff alleges PGAC relied in choosing what to pay her on her insurance claim—caused PGAC to choose a certain course of conduct (here, the amount to pay). This is sufficient to plead the first element of a tortious interference with contract claim.
Audatex next argues (addressing both the second and third elements of the tort) that Plaintiff has not alleged malicious behavior and that Audatex's actions were justified or privileged. "Malice . . . is the intentional performance of a wrongful act without justification or excuse." Morrow Dev. Corp. v. Am. Bank & Trust Co., 875 P.2d 411, 416 (Okla. 1994). Similarly, for conduct to be privileged—and therefore unable to constitute tortious interference—it must satisfy § 773 of the Restatement (Second) of Torts, which states:
Morrow Dev. Corp., 875 P.2d at 416 (alteration in original) (emphasis omitted) (quoting Restatement (Second) of Torts § 773). Said differently, "it is not unlawful for one to interfere with the contractual relations of another if this is done by fair means, if it is accompanied by honest intent, and if it is done to better one's own business and not to principally harm another." Id. at 416 n.21 (quotation marks and citation omitted). The second and third elements of the tort may bear on one another. See Hankins, 2014 WL 5472753, at *3 n.3.
Audatex principally relies on two opinions, Hankins and Morrow Development Corp., both of which are distinguishable. In Hankins, a tortious breach of contract claim against a bank was dismissed to the extent it was based on the bank declining to finance the purchase of a house by the bank's customers from the plaintiff because of potential structural issues revealed by a contractor's inspection of the property. See id. at *1. The refusal to finance the home purchase was "primarily intended to benefit [the bank's] own economic interests" and to "avoid making a loan without acceptable collateral" (due to the home's apparent structural problems), so any effect the bank's actions had on the plaintiff's contract to sell the home to the bank's customers was incidental to the bank's primary purpose. Id. at *4. The bank's action was, accordingly, privileged. See id.
In Morrow Development Corp., a bank entered into a deed-in-lieu of foreclosure transaction with its customer related to a real estate development plan that was not succeeding. See 875 P.2d at 413. The customer had entered into a management contract with an experienced land developer for the latter to serve as project manager, and the project manager alleged that the bank's demanding additional security, refusing to fund additional advances, threatening foreclosure, and entering into the deed-in-lieu transaction all interfered with the contract he had with the bank's customer. The Oklahoma Supreme Court determined that no evidence was presented at trial that the bank's primary intent was to interfere with the management contract because "[the bank's] acts were clearly intended to benefit and support [its] legitimate economic interests"—e.g., not having insufficient security for its loan and not extending additional funding to a failing project which might not be repaid. Id. at 417.
Here, Plaintiff alleges more than Audatex simply fulfilling its obligation to PGAC and GAIS by providing them with the Autosource valuation or protecting its own economic interests. Plaintiff alleges that Audatex, through its software program, intentionally used non-comparable vehicles, intentionally applied a typical negotiation deduction resulting in the undervaluation of the comparator vehicles, and intentionally obscured how the conditions of a vehicle are evaluated to adjust the vehicle's market value, all with the eventual purpose of misleading insureds regarding the values of their vehicles. Had Plaintiff alleged that Audatex's development of an Autosource valuation alone tortuously interfered with her insurance contract, this case might fit within Hankins and Morrow because it would allege nothing more than the motive-free performance of a business function by Audatex. But Plaintiff's allegations go beyond that, and the Court finds that Plaintiff has adequately alleged that Audatex acted maliciously and without justification or pursuant to a privilege. See Tullius v. Metro. Prop. & Cas. Ins. Co., No. CIV-10-272-M, 2010 WL 3259837, at *3 (W.D. Okla. Aug. 17, 2010). That Audatex's actions were pursuant to a contract it had with PGAC does not automatically and necessarily inoculate it from a tortious breach of contact claim at the pleading stage. See Morrow Dev. Corp., 875 P.2d at 416 n.21 (indicating that for actions to be privileged or justified, they must be "done by fair means, . . . accompanied by honest intent, and . . . to better one's own business and not to principally harm another." (quotation marks and citation omitted)).
Audatex ultimately may prevail on Plaintiff's tortious breach of contract claim (or it may not) when additional evidence may be considered by the Court at a later stage of this proceeding. But the only question in front of the Court at this time is whether Plaintiff has adequately pleaded such a claim. See Skinner v. Switzer, 562 U.S. 521, 529-30 (2011). That, the Court finds, Plaintiff has done.
IT IS THEREFORE ORDERED that Audatex's Motion to Dismiss [Doc. No. 19] is DENIED as stated herein.
IT IS SO ORDERED.