Frank Coulson, Inc.-Buick v. General Motors Corp.

Frank Coulson, Inc.-Buick (Coulson) (plaintiff) was a Buick dealer in Florida. In 1970, executives from General Motors Corporation (GM) (defendant) began exerting pressure on Coulson to sell the dealership. Coulson agreed to negotiate the sale of the dealership’s assets and authorized GM to find buyers. GM’s approval was necessary for any sale to be finalized. Coulson eventually began negotiating an asset sale with another Buick dealer, Glenn Ralph. Although Coulson and Ralph agreed to a $100,000 sale price, GM’s zone manager refused to approve any sale price higher than $50,000. The zone manager set that limit without knowing Ralph’s financial condition. Coulson asserted that a $50,000 sale price would cover only Coulson’s tangible assets and would not include any amount for Coulson’s intangible goodwill, which had an estimated value between $35,000 and $400,000. Nevertheless, Coulson and Ralph eventually finalized the sale at a stated sales price of $50,000. Coulson sued GM, asserting that GM had maliciously interfered in the negotiations between Coulson and Ralph. A jury found for Coulson on the malicious-interference claim and awarded damages of $25,000. However, the trial court granted GM’s motion for a judgment notwithstanding the verdict. The court found that GM was privileged to intervene in the Coulson-Ralph negotiations because GM, as a manufacturer, had an interest in the success of the dealerships that sold GM’s products. Coulson appealed.