# Bowman v. State Bank of Keysville

> Supreme Court of Virginia · June 14, 1985 · 229 Va. 534

URL: https://www.frixlaw.com/law-library/cases/9563639

## Case

- **Full name:** Betty P. Bowman, Et Al. v. State Bank of Keysville, Et Al.
- **Court:** Supreme Court of Virginia
- **Decided:** June 14, 1985
- **Citations:** 229 Va. 534; 331 S.E.2d 797; 1 I.E.R. Cas. (BNA) 437; 119 L.R.R.M. (BNA) 3095; 1985 Va. LEXIS 228
- **Precedential status:** Published
- **Opinion:** Concurring in part by Poff
- **Judges:** Compton, Poff
- **Cited by:** 322 later opinions in the Frix Law Library

## Citator (automated)

- **Yellow flag:** Limited by Rubin v. American Society of Travel Agents, Inc., 78 Va. Cir. 1 (2008).
- Negative treatments: 1
- Distinguished by: 2
- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/9563639

## How later opinions describe it (automated extraction)

- finding that employees who were stockholders in a bank stated a claim for termination in violation of public policy, where the bank terminated the employees for refusing to vote their stock in a particular manner and a statute expressly protected the right of shareholders to v…
- holding that former at-will bank employees, who were also stockholders, had a right to sue for violation of public policy when they were discharged because a Virginia statute conferred on each stockholder the right to vote his shares “free of duress and intimidation.”
- finding that conspiracy claim arising from termination of plaintiffs’ employment failed where plaintiff did not allege any facts showing that individuals entered into any agreement to cause the termination of the plaintiffs’ employment
- recognizing cause of action for wrongful termination based on violation of Code § 13.1-32 embodying Commonwealth’s public policy in favor of stockholders’ right to vote shares *20 free of duress and intimidation

## Opinion text

POFF, J.,
concurring in part and dissenting in part.
I endorse the majority’s decision to adopt and apply an exception to the rule governing contracts of employment at will. I disagree with the holding that the plaintiffs failed to state a cause of action under the conspiracy count of their motions for judgment.
The majority acknowledges that “an action in tort lies against those who conspire to induce the breach of a contract” when the object of the conspiracy is achieved. The majority then concludes that it takes two to conspire, that a corporation “cannot conspire with itself’, that the plaintiffs’ pleadings “are devoid of any factual allegations to support the idea that Davis induced the group of directors, ‘the Officials,’ to terminate the plaintiffs’ employment”, and, hence, that the conspiracy count fails to state a cause of action.
This rationale is flawed, I believe, because it treats the five directors as a single party litigant, an indivisible unit existing only as the alter ego of a corporation. It is true, of course, that when the five directors voted to discharge the plaintiffs, they were performing a corporate function. But this “improper discharge from employment”, an intentional tort, was alleged to be the product of a conspiracy “to induce the breach of a contract”, and such a conspiracy is actionable as a tort, separate and distinct from the improper-discharge tort.
When this Court reviews a ruling on a demurrer, we analyze the sufficiency of the plaintiff’s pleading. Here, the plaintiffs alleged that “[t]he activity of the Defendants and each of them, other than the Bank . . . constituted a conspiracy to interfere with the Plaintiff’s contractual relations with the Bank.” In the conspiracy count, the plaintiffs named neither the corporation nor its board of directors as a party defendant, but only the five directors who voted to terminate their employment and two other individuals.
*543 As I read their allegation, the plaintiffs charged these defendants with the discrete tort of conspiring among themselves to cause the Bank to terminate their contracts of employment. It may be that the plaintiffs are unable to prove what they allege against one or more of the seven individual defendants. But we are asked to decide only whether their allegation is sufficient to survive a demurrer.
I believe it is, and I would reverse the judgments and remand the cases for a trial on the merits of both counts.

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/9563639. Public record. Not legal advice.