Painter's Mill Grille, LLC v. Howard Brown

PUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

PAINTER’S MILL GRILLE, LLC, d/b/a 

Cibo’s Bar & Grill; ALESSANDRO

VITALE; SERGIO VITALE; RINALDO

"ALDO" VITALE,

Plaintiffs-Appellants,

v.

HOWARD S. BROWN; 100 PAINTERS  No. 12-1357

MILL, LLC; DAVID S. BROWN

ENTERPRISES, LTD; CARMELLA BELL;

MARJORIE A. GOODMAN AND

MAURICE OFFIT, Personal

Representatives of the Estate of

Lee N. Sachs,

Defendants-Appellees.



Appeal from the United States District Court

for the District of Maryland, at Baltimore.

Richard D. Bennett, District Judge.

(1:11-cv-01607-RDB)

Argued: January 29, 2013

Decided: May 24, 2013

Before NIEMEYER, DUNCAN, and

FLOYD, Circuit Judges.

Affirmed by published opinion. Judge Niemeyer wrote the

opinion, in which Judge Duncan and Judge Floyd joined.

2 PAINTER’S MILL GRILLE v. BROWN

COUNSEL

ARGUED: Richard Winelander, Baltimore, Maryland, for

Appellants. Ramona Raula Cotca, THOMPSON

O’DONNELL LLP, Washington, D.C.; John S. Vander-

Woude, ECCLESTON & WOLF PC, Hanover, Maryland, for

Appellees. ON BRIEF: Randall H. Norton, THOMPSON

O’DONNELL LLP, Washington, D.C., for Appellees Howard

S. Brown, 100 Painters Mill, LLC, and David S. Brown

Enterprises, Ltd.

OPINION

NIEMEYER, Circuit Judge:

In this appeal, we evaluate the legal sufficiency of a com-

plaint filed by Painter’s Mill Grille, LLC, the owner and oper-

ator of a restaurant in Owings Mills, Maryland, and its

principals against the restaurant’s landlord, 100 Painters Mill,

LLC, and its agents. The complaint alleges that the landlord

and its agents, motivated by racial animus, interfered with

Painter’s Mill Grille’s business and its opportunity to sell the

restaurant, including its leasehold interest, in violation of 42

U.S.C. §§ 1981, 1982, and 1985(3), as well as state tort prin-

ciples.

The district court dismissed the complaint under Federal

Rule of Civil Procedure 12(b)(6), finding generally that Paint-

er’s Mill Grille’s principals did not have standing to be plain-

tiffs and that Painter’s Mill Grille did not set forth sufficient

"facts to state a claim to relief that is plausible on its face."

Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007). We

agree and accordingly affirm.

I

Painter’s Mill Grille operated a restaurant known as Cibo’s

Bar & Grill, leasing the premises from 100 Painters Mill. The

PAINTER’S MILL GRILLE v. BROWN 3

long-term lease, which commenced in 2002, provided that

Painter’s Mill Grille could not assign its leasehold rights with-

out 100 Painters Mill’s consent.

The relationship between landlord and tenant was a rocky

one. Painter’s Mill Grille repeatedly failed to pay rent as due,

leading 100 Painters Mill to obtain multiple judgments

against it for unpaid rent. In October 2008, Painter’s Mill

Grille entered into an Asset Purchase Agreement with Earnest

and Betty Hines, who agreed to purchase Painter’s Mill

Grille’s interest in the restaurant through their company Cibo-

Grille, LLC, but the deal fell through sometime after April

2009. In January 2010, Painter’s Mill Grille filed for bank-

ruptcy protection, but the proceeding was later dismissed.

Painter’s Mill Grille and its principals commenced this

action against 100 Painters Mill, as well as 100 Painters

Mill’s parent company, David S. Brown Enterprises, Ltd., and

three employees of both companies, Howard S. Brown, Lee

Sachs, and Carmella Bell, seeking damages for what they

allege was the defendants’ racially motivated interference

with the restaurant’s business and with the contract between

Painter’s Mill Grille and the Hineses’ company.

In the complaint, the plaintiffs alleged that during the

course of the lease with 100 Painters Mill, Painter’s Mill

Grille’s "clientele began to change until it became predomi-

nantly African-American. As the racial mix of the clientele

changed, all of the Defendants became progressively more

hostile to the Plaintiffs." Without reciting when, where, and

under what circumstances, the plaintiffs alleged that Brown,

Sachs, and Bell "would refer to [the restaurant’s] African-

American clientele as the ‘Element,’ the ‘Undesirable Ele-

ment,’ or ‘Niggers.’" They alleged that 100 Painters Mill arbi-

trarily charged rent, common area maintenance fees, and

attorneys’ fees and that it unreasonably refused to allow the

restaurant to use the patio and to install proper signage to

advertise the business. They claimed that the defendants

4 PAINTER’S MILL GRILLE v. BROWN

repeatedly turned off lights in the common area, which was

used to access the restaurant, or locked the doors to the com-

mon area, barring access of patrons. They alleged that the

defendants had refused to accept money tendered for rent and

that the rent court prosecutions were based in part on unsub-

stantiated amounts and were intended to drive Painter’s Mill

Grille "out of their building and out of business." They also

alleged that Brown, Sachs, and Bell instructed fellow employ-

ees not to patronize the restaurant.

As a result of the defendants’ "constant harassment," the

plaintiffs alleged that Painter’s Mill Grille decided to sell its

business and, pursuant to that decision, entered into the Asset

Purchase Agreement with the Hineses. After the appropriate

approval was received from Baltimore County to assign the

liquor license, the parties met in April 2009 to discuss the

transaction. 100 Painters Mill was represented at the meeting

by its in-house attorneys Sachs and Bell. During the course of

that meeting, the plaintiffs alleged that Sachs asked the

Hineses, who are African-American, if they were going to

open another "chicken and waffle shack," and both Sachs and

Bell made "unfounded derogatory comments and accusations

about [the restaurant], the Plaintiffs, and the Plaintiffs’

African-American clientele." The plaintiffs also alleged that

the defendants unreasonably withheld consent from Painter’s

Mill Grille to assign its lease interest to the Hineses’ com-

pany. They claimed that the derogatory comments and the

withheld consent were designed to—and, in fact, did—cause

the Hineses’ company to breach its contract with Painter’s

Mill Grille.

Based on these allegations, the plaintiffs asserted multiple

claims, including seven counts alleging violations of 42

U.S.C. §§ 1981, 1982, 1985(3), and state law prohibitions

against interference with contracts and economic relationships.1

1

The complaint also included Count VIII, alleging abuse of process, and

Count IX, alleging breach of contract. But the plaintiffs did not appeal the

district court’s dismissal of those counts.

PAINTER’S MILL GRILLE v. BROWN 5

The defendants filed motions to dismiss the complaint for

failure to state a claim under Federal Rule of Civil Procedure

12(b)(6) and, alternatively, for summary judgment under Rule

56. By order dated February 21, 2012, the district court

granted the motions to dismiss. In its memorandum opinion,

the court first addressed the ability of Painter’s Mill Grille’s

principals (Alessandro Vitale, Sergio Vitale, and Rinaldo

Vitale) to be plaintiffs in the action, concluding that "the

Vitales, as members of Painter’s Mill Grille, LLC, cannot

bring individual claims against Defendants for injuries to their

business" and that, consequently, "Painters’ Mill Grille, LLC

is the only Plaintiff with standing to bring this action."

The court also dismissed with prejudice all claims against

Sachs and Bell, holding that, as lawyers "acting within the

scope of their legal representation of Brown Enterprises and

100 Painters Mill, LLC, they are not individually liable."

The court then dismissed without prejudice the plaintiffs’

claims of racial discrimination under 42 U.S.C. §§ 1981 and

1982 (Counts I, II, and III), concluding that, especially in light

of the multiple judgments against Painter’s Mill Grille for

unpaid rent, it had failed plausibly to allege sufficient facts to

show that the defendants were liable under those statutes.

As for the plaintiffs’ § 1985(3) conspiracy claim (Count

IV), the court dismissed the claim with prejudice, relying on

the proposition that agents of a corporation who are acting in

that capacity generally cannot conspire with each other or

with their corporate principal; the plaintiffs therefore "cannot

allege that two or more persons conspired against them."

And finally with respect to the state law claims, the court

decided to retain supplemental jurisdiction in the interests of

judicial economy, fairness, and convenience. It dismissed

Counts V and VI with prejudice, holding that the plaintiffs

could not state claims for tortious interference with contract

based on allegations that the defendants induced the Hineses

6 PAINTER’S MILL GRILLE v. BROWN

and an unidentified third party to breach contracts to buy

plaintiffs’ business, reasoning that because Painter’s Mill

Grille could not contract to assign the lease to a third party

without the landlord’s consent, the defendants could not be

liable for interfering with "a contract to which they have a

relationship." Finally, the court dismissed without prejudice

the claim of tortious interference with economic relationships

(Count VII) on the ground that the plaintiffs had failed to

allege specific, actionable wrongful acts committed by the

defendants.

When the plaintiffs filed an appeal from the district court’s

February 21, 2012 order, the defendants moved to dismiss the

appeal as interlocutory because the district court had dis-

missed several of the plaintiffs’ claims without prejudice. In

opposing that motion, the plaintiffs argued that "[w]here, as

here, a plaintiff elects to stand on the complaint rather than

amend it, the order dismissing [the] action without prejudice

becomes appealable." Based on this election by the plaintiffs,

we denied the defendants’ motion to dismiss the appeal by

order dated June 15, 2012.

II

Alessandro, Sergio, and Rinaldo Vitale contend that the

district court erred in dismissing them as plaintiffs and hold-

ing that Painter’s Mill Grille was the only proper plaintiff.

They contend that they were proper plaintiffs because they

"suffered personal out-of-pocket losses" as a result of the

defendants’ discrimination against the restaurant’s African-

American clientele and its prospective purchasers. They claim

that they "had an independent claim for emotional distress and

the financial losses personal to them," including "the loss of

net profits that would have flowed to them from the sale of

[the restaurant] to the Hineses, the [money they borrowed] to

refinance [the restaurant’s] startup expenses, and the [money]

they owe[d] to the State of Maryland for back taxes."

PAINTER’S MILL GRILLE v. BROWN 7

The Vitales recognize that their claims are related to and

flow from the contractual relationships between their com-

pany, Painter’s Mill Grille, and others, such as its landlord

and its clientele. But they argue that they should be able to

bring this action because they suffered personal damages

flowing from the defendants’ interference with these contrac-

tual relationships.

In advancing their arguments, however, the Vitales have

failed to account for the fact that they elected to conduct their

business through a limited liability company ("LLC") and

that, just as they received protection of their personal assets

from liability in doing so, they also assumed a role as agents

for the company. At bottom, they gave up standing to claim

damages to the LLC, even if they also suffered personal dam-

ages as a consequence. The Supreme Court’s decision in

Domino’s Pizza, Inc. v. McDonald, 546 U.S. 470 (2006), fore-

closes just such claims.

In Domino’s Pizza, John McDonald, the president and sole

shareholder of a corporation that had contracted with Domi-

no’s Pizza, contended that Domino’s Pizza breached its con-

tract with McDonald’s corporation because of its racial

animus toward McDonald, in violation of 42 U.S.C. § 1981.

He alleged that Domino’s Pizza’s breach injured him person-

ally by causing him "to suffer monetary damages and dam-

ages for pain and suffering, emotional distress, and

humiliation." Domino’s Pizza, 546 U.S. at 473 (internal quo-

tation marks omitted). While the Ninth Circuit recognized

McDonald’s claim on the ground that McDonald’s injuries

were "distinct from that of the corporation," id. at 474 (inter-

nal quotation marks omitted), the Supreme Court rejected that

proposition, stating:

[I]t is fundamental corporation and agency law—

indeed, it can be said to be the whole purpose of cor-

poration and agency law—that the shareholder and

contracting officer of a corporation has no rights and

8 PAINTER’S MILL GRILLE v. BROWN

is exposed to no liability under the corporation’s

contracts.

Id. at 477. To circumvent this principle, McDonald argued

that it was he who was the "actual target of discrimination"

and that he personally lost "some benefit that would otherwise

have inured to him had [the] contract not been impaired" by

Domino’s Pizza. Id. at 478 (internal quotation marks omitted).

The Court also rejected that argument, however, stating:

[W]e hold that a plaintiff cannot state a claim under

§ 1981 unless he has (or would have) rights under

the existing (or proposed) contract that he wishes to

make and enforce. Section 1981 plaintiffs must iden-

tify injuries flowing from a racially motivated breach

of their own contractual relationship, not of someone

else’s.

Id. at 479-80 (internal quotation marks omitted).

Domino’s Pizza directly forecloses the Vitales’ § 1981

claims asserted in Counts I and II of the complaint. Count I

alleges that the defendants interfered with the restaurant’s

ability to contract with its African-American clientele, and

Count II alleges that the defendants interfered with the restau-

rant’s ability to contract with the Hineses. Because the Vitales

have no rights under any of these contracts, they cannot bring

§ 1981 claims with respect to them, even though they may

have personally suffered injury as a consequence.

The same principles apply to Count III, where the plaintiffs

allege that the defendants "impaired Plaintiffs’ rights to lease

and/or convey real and personal property in violation of 42

U.S.C. § 1982." As in Counts I and II, the Vitales did not

themselves hold the leasehold interest; rather, it was held by

their company, Painter’s Mill Grille. Following Domino’s

Pizza, we likewise hold that § 1982 protects only the right "to

inherit, purchase, lease, sell, hold, and convey real and per-

PAINTER’S MILL GRILLE v. BROWN 9

sonal property" on one’s own behalf. 42 U.S.C. § 1982; see

also CBOCS West, Inc. v. Humphries, 553 U.S. 442, 447

(2008) ("[O]ur precedents have long construed §§ 1981 and

1982 similarly"). And the result is not different even when we

recognize that the Vitales personally guaranteed their compa-

ny’s lease obligations. See Guides, Ltd. v. Yarmouth Group

Prop. Mgmt., Inc., 295 F.3d 1065, 1073 (10th Cir. 2002)

(holding that an individual who was the sole shareholder of a

tenant company could not state a § 1982 claim against the

landlord and management company and that "[plaintiff’s] sta-

tus as guarantor of the previous lease is of no significance to

her claim that the defendants refused to . . . lease to her corpo-

ration").

In Count IV, the Vitales purport to state a conspiracy claim

pursuant to 42 U.S.C. § 1985(3). Again, they cannot do so.

The conspiracy count is premised on the alleged violations of

§§ 1981 and 1982. Because they have no claims under those

provisions, they also failed to state a conspiracy claim.

Finally, for similar reasons, the Vitales do not have claims

under state law for tortious interference with contract and

with economic relationships (Counts V, VI, and VII) when

they were not parties to either the contracts or the economic

relationships upon which those claims are based and when the

injuries they allegedly suffered derived entirely from the

injury their company allegedly sustained. See Fraidin v.

Weitzman, 611 A.2d 1046, 1057 (Md. Ct. Spec. App. 1992)

(identifying the "existence of a contract between plaintiff and

a third party" as one of the elements of tortious interference

with contract (emphasis added)); Waller v. Waller, 49 A.2d

449, 452 (Md. 1946) ("[T]he cause of action for injury to the

property of a corporation or for impairment or destruction of

its business is in the corporation, and such an injury, although

it may diminish the value of the capital stock, is not primarily

or necessarily a damage to the stockholder, and hence the

stockholder’s derivative right can be asserted only through the

corporation").

10 PAINTER’S MILL GRILLE v. BROWN

Accordingly, we affirm the district court’s order dismissing

the Vitales as plaintiffs in this case.2 This leaves us with the

claims of Painter’s Mill Grille.

III

In Counts I and II of its complaint, Painter’s Mill Grille

alleges that the defendants interfered with its ability to make

contracts through conduct motivated by racial animus, in vio-

lation of 42 U.S.C. § 1981 (providing in pertinent part that

"[a]ll persons . . . have the same right . . . to make and enforce

contracts . . . as is enjoyed by white citizens"). As Painter’s

Mill Grille explains, Count I "addresses [its] contracts with its

African-American clientele to purchase food and beverages,"

and Count II "addresses [its] contract with the African-

American couple [the Hineses] who sought to purchase the

business."

Count I, alleging that the defendants’ conduct interfered

with potential contracts with African-American clientele, con-

tains only conclusory and speculative allegations, setting forth

no facts to support a plausible claim. See Ashcroft v. Iqbal,

556 U.S. 662 (2009). The complaint does allege facts giving

rise to tension between Painter’s Mill Grille and the defen-

dants, asserting that the defendants "unreasonably refused to

allow [Painter’s Mill Grille] to use the patio and to install

proper signage to advertise the business"; that the defendants

"repeatedly turned off the lights in [the] common area [neces-

sary for access to the restaurant] and or locked the doors to

the common area barring access of patrons to [the restaurant]

during its normal operating hours"; that the defendants

improperly charged rent and pursued rent court prosecutions;

2

The plaintiffs also challenged the district court’s ruling that Sachs and

Bell, as lawyers for 100 Painters Mill, could not be individually liable to

them. We do not reach their argument, however, in light of our rulings on

the sufficiency of the allegations made to support the substance of each

count.

PAINTER’S MILL GRILLE v. BROWN 11

and that the defendants instructed their employees not to

patronize the restaurant. Based on this conduct, the complaint

concludes in Count I:

Because of the repeated acts of the Defendants

intended to injure, damage or destroy [Painter’s Mill

Grille’s] business and drive Plaintiffs from the

leased premises, because of the race of its clientele,

the individual Defendants impaired Plaintiffs’ rights

to make and enforce contracts in violation of 42

U.S.C. § 1981.

There are no facts, however, about who in particular was

denied business, when, and the circumstances. There is not

even an allegation that this conduct actually caused any

patron the inability to purchase goods and services from the

restaurant. Painter’s Mill Grille asks the court to assume that

it was defendants’ conduct that ultimately caused the restau-

rant to go out of business, as opposed to one of the many rea-

sons that can cause restaurants to fail. But this type of

allegation claiming damage to a business based on generally

alleged conduct is conclusory and speculative and, as such, is

insufficient to satisfy the requirement of demonstrating that

the conduct interfered with Painter’s Mill Grille’s ability to

enter into contracts with any of its patrons, in violation of

§ 1981. See Phelps v. Wichita Eagle-Beacon, 886 F.2d 1262,

1267 (10th Cir. 1989) ("Plaintiff has alleged that defendants’

actions have interfered with his ‘prospective business oppor-

tunities,’ but we find that vague and conclusory allegation

insufficient to state a deprivation of the right to make and

enforce contracts that is protected by Section 1981" (citation

omitted)).

It is now well established that mere conclusory and specu-

lative allegations are not sufficient to withstand a motion to

dismiss. As the Supreme Court has stated, to withstand a

motion to dismiss, a complaint must allege "enough facts to

state a claim to relief that is plausible on its face." Bell Atl.

12 PAINTER’S MILL GRILLE v. BROWN

Corp. v. Twombly, 550 U.S. 544, 570 (2007); see also Iqbal,

556 U.S. at 678 ("Threadbare recitals of the elements of a

cause of action, supported by mere conclusory statements, do

not suffice" to plead a claim). Yet Painter’s Mill Grille’s alle-

gations with respect to its loss of clientele suffer from just

these deficiencies. While the district court gave Painter’s Mill

Grille an opportunity to amend its complaint to cure the prob-

lem by dismissing the claim without prejudice, Painter’s Mill

Grille elected to stand on its complaint as written. Accord-

ingly, because we conclude that Count I’s allegations are

insufficient, we affirm the district court’s dismissal of that

claim.

Count II, alleging that defendants’ conduct interfered with

Painter’s Mill Grille’s contractual right to sell its business and

assign its leasehold to the Hineses’ company, sets forth facts

of interference committed in two ways: (1) 100 Painters Mill

unreasonably withheld consent from Painter’s Mill Grille to

assign its leasehold to the Hineses; and (2) 100 Painters Mill’s

lawyers, Sachs and Bell, stated to the Hineses at an April

2009 meeting that they did not want another "chicken and

waffle shack" at the site and made derogatory comments

about the restaurant and its customers.

The first allegation that the defendants withheld consent

would probably state a claim, as it would involve 100 Painters

Mill’s discriminatory use of its contractual power to deny

assignment. See Sullivan v. Little Hunting Park, Inc., 396 U.S.

229, 237 (1969). As the Tenth Circuit has noted, "[r]elief is

available under § 1981 where a party discriminatorily uses its

authority to preclude an individual from securing a contract

with a third party," emphasizing that a plaintiff seeking to

establish a § 1981 claim by this route must "show that the

[defendant] both possessed sufficient authority to significantly

interfere with the individual’s ability to obtain contracts with

third parties, and that the [defendant] actually exercised that

authority to the [plaintiff’s] detriment." Harris v. Allstate Ins.

Co., 300 F.3d 1183, 1197 (10th Cir. 2002) (emphasis added);

PAINTER’S MILL GRILLE v. BROWN 13

see also Shaikh v. City of Chicago, 341 F.3d 627, 629 (7th

Cir. 2003) ("[Plaintiff’s] §§ 1981 and 1982 claims fail for a

. . . fundamental reason: Because the City had no power

directly to affect [a third party’s] proposed sale of the prop-

erty to [plaintiff], it did not unlawfully or unconstitutionally

impede upon [his] ability to purchase the building").

The complaint does indeed allege, as required, that the

defendants, with racial animus, interfered with Painter’s Mill

Grille’s contract to sell the restaurant to the Hineses by unrea-

sonably withholding consent to an assignment that 100 Paint-

ers Mill had the legal authority to withhold or give. But

Painter’s Mill Grille has affirmatively abandoned this basis

for its § 1981 claim, repeatedly representing to us both in its

brief and at oral argument that the landlord, 100 Painters Mill,

actually gave its consent for the lease’s assignment prior to

the April 2009 meeting. Accordingly, this alleged method of

interference is no longer a basis for Painter’s Mill Grille’s

§ 1981 claim.

This leaves Painter’s Mill Grille with only its allegations

that "derogatory comments and accusations" were made by

Sachs and Bell at the April 2009 meeting, "caus[ing] the pro-

spective buyers to breach their written contract for the pur-

chase of the business." But especially given the fact that the

landlord had already consented to the leasehold’s assignment,

the complaint does not allege that Sachs and Bell "possessed

sufficient authority to significantly interfere" with Painter’s

Mill Grille’s contract to sell its business. Harris, 300 F.3d at

1197. In addition, no allegations are made that Sachs and Bell

were exercising that authority when making those remarks.

Id. The statements in no way were directed at precluding

Painter’s Mill Grille from selling the restaurant to the

Hineses. Nor were they the kind of threats that might "legiti-

mately and reasonably impair an individual’s freedom to con-

tract or purchase property." Shaikh, 341 F.3d at 632.

Accordingly, we conclude that Sachs and Bell’s derogatory

comments did not constitute the kind of interference with a

14 PAINTER’S MILL GRILLE v. BROWN

contractual interest that gives rise to a § 1981 claim. For this

reason, we also affirm the district court’s dismissal of Count

II.

IV

In Count III, Painter’s Mill Grille alleged that the defen-

dants interfered with its ability to lease and convey real prop-

erty, in violation of 42 U.S.C. § 1982 (providing that "[a]ll

citizens of the United States shall have the same right . . . as

is enjoyed by white citizens . . . to inherit, purchase, lease,

sell, hold, and convey real and personal property"). Relying

on the same conduct alleged to support Count I, Painter’s Mill

Grille alleged that the defendants drove plaintiffs "from the

leased premises and otherwise injur[ed], damag[ed] and

destroy[ed] [Painter’s Mill Grille’s] business."

We conclude that this Count fails to state a claim for the

same reasons that we gave for concluding that Count I failed

to do so. Indeed, both counts rely on the same factual allega-

tions and reach similar conclusions that were designed to sat-

isfy the requirements of either § 1981 or § 1982. But no facts

are alleged as to how Painter’s Mill Grille was driven out of

business. To the contrary, the restaurant was an ongoing con-

cern that the Hineses agreed to purchase. And there are no

allegations that the clientele decreased, failed to come, or

were diverted. Indeed, there is not even an allegation that the

defendants had any direct contact with Painter’s Mill Grille’s

clientele so as to interfere with their relationship with the res-

taurant. To be sure, 100 Painters Mill allegedly instructed its

employees not to frequent the restaurant, but there is no alle-

gation that they otherwise would have been customers or that

the number of employees involved was large enough to have

any impact on Painter’s Mill Grille’s operations.

In addition to the allegations that related to interference

with Painter’s Mill Grille’s clientele, there are additional alle-

gations that relate to driving the restaurant out of business that

PAINTER’S MILL GRILLE v. BROWN 15

have to do with the defendants’ repeated effort to collect rent

through the judicial process. But again, no allegations are

made that these judicial rent collection procedures actually

resulted in dispossessing Painter’s Mill Grille of the premises.

They did result in judgments, but surely these prior judgments

cannot be relitigated here.

As we observed with respect to Count I, Painter’s Mill

Grille’s allegations are conclusory and speculative and there-

fore insufficient to support a plausible claim for relief. See

Iqbal, 556 U.S. at 678; Twombly, 550 U.S. at 555, 570 (a

complaint must contain more than "labels and conclusions";

it must allege "enough facts to state a claim to relief that is

plausible on its face").

We note, again, that Painter’s Mill Grille was given the

opportunity to amplify its allegations in an effort to state a

plausible claim for relief, but it elected to stand on its com-

plaint. Accordingly, we affirm the district court’s dismissal of

Count III.

V

In Count IV of the complaint, Painter’s Mill Grille alleges

a conspiracy to deprive it of equal protection of the laws, in

violation of 42 U.S.C. § 1985(3) (making it unlawful to con-

spire "for the purpose of depriving . . . any person . . . equal

protection of the laws, or of equal privileges and immunities

under the laws"). It alleges that the defendants Brown, Sachs,

and Bell conspired "to deprive Plaintiffs of equal enjoyment

of their rights to lease property, [and] make and enforce con-

tracts" with Painter’s Mill Grille’s clientele and prospective

purchasers of Painter’s Mill Grille. It also alleges that Brown

Enterprises and 100 Painters Mill are directly and vicariously

liable for all of the wrongful acts of their employees, Brown,

Sachs, and Bell.

As alleged in the complaint, 100 Painters Mill was the

landlord of Painter’s Mill Grille, and Brown Enterprises was

16 PAINTER’S MILL GRILLE v. BROWN

100 Painters Mill’s parent. Brown, Sachs, and Bell are alleged

to have been employees of both companies.

The district court concluded that Brown, Sachs, and Bell

could not conspire with each other, as alleged, by reason of

the intracorporate conspiracy doctrine. We agree.

The intracorporate conspiracy doctrine recognizes that a

corporation cannot conspire with its agents because the

agents’ acts are the corporation’s own. See ePlus Tech., Inc.

v. Aboud, 313 F.3d 166, 179 (4th Cir. 2002) ("[U]nder the

intracorporate immunity doctrine, acts of corporate agents are

acts of the corporation itself, and corporate employees cannot

conspire with each other or with the corporation"). As such,

suing the agents individually does not destroy "the immunity

granted under the doctrine." Buschi v. Kirven, 775 F.2d 1240,

1252 (4th Cir. 1985). There are, however, two important

exceptions to the doctrine. First, it is generally inapplicable

"where a co-conspirator possesses a personal stake indepen-

dent of his relationship to the corporation." ePlus Tech., 313

F.3d at 179; see also Greenville Publ’g Co. v. Daily Reflector,

Inc., 496 F.2d 391, 399 (4th Cir. 1974). Second, a plaintiff

may state a conspiracy claim where the agent’s acts were not

authorized by the corporation. Buschi, 775 F.2d at 1252-53.

Given that the complaint alleges that the three conspirators

were also agents of the same two companies, it cannot allege

a conspiracy between two or more persons unless an excep-

tion to the intracorporate conspiracy doctrine applies.

Painter’s Mill Grille argues that it has sufficiently alleged

an exception because the individual defendants had an inde-

pendent personal stake in achieving the corporation’s illegal

objective—namely, their personal racial animus. That argu-

ment, however, would "render[ ] the intracorporate conspiracy

doctrine meaningless" in the context of § 1985(3) claims "be-

cause every claim under that statute depends on a showing

that the conspirators shared an invidiously discriminatory

PAINTER’S MILL GRILLE v. BROWN 17

motivation." Hartman v. Bd. of Trustees of Community Coll.

Dist. No. 508, 4 F.3d 465, 470 (7th Cir. 1993) (internal quota-

tion marks omitted). In Hartman, the court concluded that the

intracorporate conspiracy doctrine "is not avoided simply by

showing that corporate employees were motivated in part by

personal bias," although it "probably would not apply where

corporate employees are shown to have been motivated solely

by personal bias" because "[i]n that case, the interests of the

corporation would have played no part in the employees’ col-

lective action, so the action could not have been taken within

the scope of employment." Id. (emphasis added).

We conclude that Painter’s Mill Grille has not alleged that

the individual defendants "possess[ed] a personal stake inde-

pendent of [their] relationship to" their employer or that they

were acting outside the scope of their employment. ePlus

Tech., 313 F.3d at 179. Instead, it alleges that the individual

defendants were acting at all times as "agent[s], servant[s]

and/or employee[s]" of the corporate defendants and that the

corporate defendants are therefore vicariously liable. Accord-

ingly, we affirm the district court’s dismissal of Count IV of

the complaint.

VI

Counts V, VI, and VII purport to allege three state law

claims for tortious interference with contract and economic

relationships. The district court dismissed these claims for

much the same reasons given to dismiss their federal counter-

parts. We likewise affirm the dismissal of these claims.

"Maryland recognizes the tort action for wrongful interfer-

ence with contractual or business relationships in two general

forms: inducing the breach of an existing contract and, more

broadly, maliciously or wrongfully interfering with economic

relationships." Alexander & Alexander Inc. v. B. Dixon

Evander & Assocs., Inc., 650 A.2d 260, 268 (Md. 1994)

(internal quotation marks omitted). To establish a claim for

18 PAINTER’S MILL GRILLE v. BROWN

wrongful interference with a contract, a plaintiff must demon-

strate "(1) [t]he existence of a contract or a legally protected

interest between the plaintiff and a third party; (2) the defen-

dant’s knowledge of the contract; (3) the defendant’s inten-

tional inducement of the third party to breach or otherwise

render impossible the performance of the contract; (4) without

justification on the part of the defendant; (5) the subsequent

breach by the third party; and (6) damages to the plaintiff

resulting therefrom." Blondell v. Littlepage, 968 A.2d 678,

696 (Md. Ct. Spec. App. 2009) (internal quotation marks

omitted), aff’d, 991 A.2d 80 (Md. 2010). And to establish a

claim for intentional interference with economic relationships,

a plaintiff must demonstrate "(1) intentional and willful acts;

(2) calculated to cause damage to the plaintiffs in their lawful

business; (3) done with the unlawful purpose to cause such

damage and loss, without right or justifiable cause on the part

of the defendants (which constitutes malice); and (4) actual

damage and loss resulting." Alexander & Alexander, 650 A.2d

at 269 (internal quotation marks omitted).

In Count V, much like Count II, Painter’s Mill Grille

alleged that the defendants intentionally induced the Hineses

to cause their company, CiboGrille, to breach its contract to

buy the restaurant from Painter’s Mill Grille. Yet Painter’s

Mill Grille’s remaining allegations regarding how the defen-

dants intentionally interfered with this contract fail to state a

claim that is facially plausible. Painter’s Mill Grille relies on

allegations that Sachs and Bell made "unfounded derogatory

comments and accusations about [the restaurant], the Plain-

tiffs, and the Plaintiffs’ African-American clientele" at the

April 2009 meeting and that Sachs repeatedly used the term

"chicken and waffle shack." But without providing any addi-

tional factual allegations regarding what Sachs and Bell said,

these allegations fail to explain how the statements could

form the basis for an interference claim. At bottom, the com-

plaint does not plausibly allege that Sachs and Bell made

these comments intending to induce the Hineses to breach the

contract with Painter’s Mill Grille. The complaint’s bare

PAINTER’S MILL GRILLE v. BROWN 19

assertion that the statements were made with the requisite

intent does not suffice, and its "well-pleaded factual allega-

tions" regarding the comments, limited as they are, do not

"plausibly give rise to an entitlement to relief." Iqbal, 556

U.S. at 679.

The claim in Count VI for tortious interference with con-

tract stands on even weaker grounds. This count alleges that

after the deal with the Hineses fell through, Painter’s Mill

Grille entered into a contract to sell the restaurant to an

unidentified third party. It then asserts that "Defendants . . .

intentionally induced the third party [to] breach its contract

with Plaintiffs," without providing any factual allegations

regarding how the defendants effected this alleged interfer-

ence. Because this claim is supported by nothing more than

"a formulaic recitation of the elements of [the] cause of

action" it purports to assert, the district court correctly dis-

missed it. Iqbal, 556 U.S. at 678 (internal quotation marks and

citation omitted).

Painter’s Mill Grille’s claim in Count VII for tortious inter-

ference with economic relationships alleges, similar to the

allegations in Counts I and III, that "Defendants . . . willfully

and intentionally drove [Painter’s Mill Grille] out of business

so that it could no longer contract with [its] African-American

and Spanish-American clientele." But the Maryland Court of

Appeals requires the standard tort element of causation. See

Alexander & Alexander, 650 A.2d at 269. And for the same

reasons that we concluded Counts I and III failed to state a

claim, we also conclude that Painter’s Mill Grille has not in

Count VII plausibly alleged that it was defendants’ conduct

that "drove [it] out of business so that it could no longer con-

tract with [its] . . . clientele."

Accordingly, we affirm the district court’s dismissal of the

complaint’s state-law tortious interference claims.

20 PAINTER’S MILL GRILLE v. BROWN

VII

Finally, the plaintiffs contend that the district court abused

its discretion by denying their request for leave to amend their

complaint and for permission to conduct discovery "so that

additional fact[s] can be developed to oppose the Summary

Judgment aspects of the Defendants’ Motions."

As to the request for amendment, the district granted the

motions to dismiss as to Counts I, II, III, and VII without prej-

udice, which would have allowed the plaintiffs to file again.

In order to appeal, however, the plaintiffs elected to stand on

their complaint. They obviously cannot now challenge their

own election. See Chao v. Rivendell Woods, Inc., 415 F.3d

342, 345 (4th Cir. 2005) ("By electing to stand on her com-

plaint, the [plaintiff] has waived the right to later amend

unless we determine that the interests of justice require

amendment"). Moreover, if the plaintiffs had seriously sought

to amend their complaint, they would have filed, as required,

a separate motion for leave to amend with the proposed

amendment attached or with a statement as to how they might

wish to amend their complaint. See Francis v. Giacomelli,

588 F.3d 186, 197 (4th Cir. 2009) (concluding "that the dis-

trict court did not abuse its discretion in failing to give the

plaintiffs a blank authorization to ‘do over’ their complaint");

D. Md. Local Rule 103.6 (requiring that a party requesting

leave to file an amended pleading provide the original of the

proposed amended pleading).

As to the district court’s refusal to grant the plaintiffs’

request for discovery, the plaintiffs’ request was premature.

The court dismissed the complaint under Rule 12(b)(6) for

failure to state a claim, which brought to issue only the legal

sufficiency of the complaint, not the facts relevant to the

alleged claims.

The judgment of the district court is accordingly

AFFIRMED.