Korea Supply Co. v. Lockheed Martin Corp.

*1168 CHEN, J., Concurring and Dissenting.

I agree with the majority’s conclusion that disgorgement of profits is not a proper remedy where an individual private plaintiff alleges a violation of California’s unfair competition law (Bus. & Prof. Code, § 17200 et seq.) and the requested disgorgement would not be restitutionary in nature. However, I dissent from the majority’s conclusion that recovery for intentional interference with prospective advantage is available to a plaintiff whose alleged injury only indirectly and remotely followed from the defendant’s interference with the prospective economic advantage of a third party with whom the plaintiff had a contractual relationship. Here, plaintiff Korea Supply Company (KSC) alleges that it sustained such remote, indirect, and derivative injury as a result of the interference by defendants Lockheed Martin Tactical Systems, Inc., and Lockheed Martin Corporation (collectively Lockheed) with the prospective economic advantage of MacDonald, Dettwiler, and Associates Ltd. (MacDonald). Thus, in my view, KSC may not state a claim for intentional interference with prospective economic advantage.

I. KSC’s Claim Fails for Lack of a Prospective Economic

Advantage.

As a threshold matter, KSC has improperly brought its claim as one for intentional interference with prospective economic advantage, when it should have brought the claim, if at all, as one for interference with contract. The “first element” of a claim for intentional interference with prospective economic advantage is “an economic relationship between the plaintiff and some third person containing the probability of future economic benefit to the plaintiff.” (Blank v. Kirwan (1985) 39 Cal.3d 311, 330 [ 216 Cal.Rptr. 718 , 703 P.2d 58 ].) Here, KSC had no existing or prospective economic relationship with the Republic of Korea, which is the only entity with which Lockheed had any dealings. As KSC alleged and as the majority explains (maj. opn., ante, at p. 1150), KSC expected to receive payment from MacDonald, not from the Republic of Korea. Thus, KSC’s only economic relationship here was its existing contractual relationship with MacDonald, and KSC alleges that Lockheed’s actions prevented KSC from realizing the benefits of that existing contract. Given these allegations, KSC’s claim is, in reality, a claim for interference with contract, not intentional interference with prospective economic advantage. As the Restatement Second of Torts (Restatement Second) explains, the latter claim “is concerned only with intentional interference with prospective contractual relations, not yet reduced to contract.” (Rest.2d, § 766B, com. a, p. 20, italics added; see also Shoemaker v. Myers (1990) 52 Cal.3d 1, 24 [ 276 Cal.Rptr. 303 , 801 P.2d 1054 , 20 A.L.R.5th 1016 ] [complaint identifying “no ‘prospective economic advantage’ other than continuation of [plaintiffs] employment relationship” *1169 is, “in reality,” claim for inducement of breach of contract].) Thus, as Lockheed argued in its demurrer, KSC’s claim for prospective economic advantage fails at the threshold because the complaint fails to allege “a prospective economic relationship between [KSC] and a third person, and the disruption of that relationship.”

In reaching a contrary conclusion, the majority errs factually in stating that KSC does “not allege” that it had a contractual agreement with MacDonald. (Maj. opn., ante, at p. 1157.) KSC’s complaint alleges that KSC had a “commission relationship” with MacDonald providing for KSC to receive “fifteen percent (15%) of the contract price,” and that Lockheed’s interference caused KSC to lose “its agreed commission.” (Italics added.) At oral argument before us, KSC cited these allegations in arguing that it had alleged a “contract between” itself and MacDonald. Similarly, at the hearing on Lockheed’s demurrer, KSC argued that it could pursue the interference claim because it “had a contract with [MacDonald] affording [KSC] a 15 percent commission on the contract price if [MacDonald] won the contract.” (Italics added.) In the Court of Appeal, KSC argued that it “was contractually entitled to receive fifteen percent (15%) of the contract price” if MacDonald obtained the contract, that its economic interests were intertwined with MacDonald “given [its] contractual representation of MacDonald . . . and its contractual entitlement to a commission” if MacDonald obtained the contract, and that it could pursue the interference claim “by virtue of its commissionable contractual interest’ in MacDonald’s prospective contract. (Italics added.) Thus, the record demonstrates that the majority is simply wrong in asserting that KSC does not allege “an enforceable contract” with MacDonald. (Maj. opn., ante, at p. 1157.) Moreover, because this case comes to us after the sustaining of a demurrer, we must assume, based on these allegations, that KSC had a valid and enforceable commission contract with MacDonald.

The majority also errs in asserting that “the existence of a contract does not mean that a plaintiff’s claim must be brought exclusively as one for interference with contract.” (Maj. opn., ante, at p. 1157.) As support for its assertion, the majority cites dictum in Buckaloo v. Johnson (1975) 14 Cal.3d 815 [ 122 Cal.Rptr. 745 , 537 P.2d 865 ] (Buckaloo). (Maj. opn., ante, at p. 1157.) In generally describing the historical development of the interference torts, Buckaloo stated that “the tort of interference with contract is merely a species of the broader tort of interference with prospective economic advantage.” (Buckaloo, supra, 14 Cal.3d at p. 823 .) Buckaloo also stated that the tort of intentional interference with prospective economic advantage “is considerably more inclusive than actions based on contract or interference with contract, and thus is not dependent on the existence of a *1170 valid contract.” (Id. at pp. 826-827.) Buckaloo also seemingly endorsed a federal district court’s view that “ ‘[r]ather than characterizing’ ” interference with contract and intentional interference with prospective business relations “ ‘as separate torts, the more rational approach seems to be that the basic tort of interference with economic relations can be established by showing, inter alia, an interference with an existing contract or a contract which is certain to be consummated . . . .’” (Id. at p. 823, fn. 6.) The majority’s assertion rests exclusively on this dictum. (See maj. opn., ante, at p. 1157.)

For several reasons, Buckaloo’s dictum is insufficient to support the majority’s conclusion. First, other statements in Buckaloo contradict the majority’s analysis. Buckaloo explained that the tort of intentional interference with prospective advantage applies where “a prospective economic relationship has not attained the dignity of a legally enforceable agreement . . . .” (Buckaloo, supra, 14 Cal.3d at p. 827 .) Buckaloo also stressed that the “area of activity” this tort protects “is not a contractual relationship but an economic relationship with the potential to ripen into contract.” (Id. at p. 830, fh. 7.) It is in this sense—the protection of noncontractual relationships—that Buckaloo stated that the tort of intentional interference with prospective advantage “is considerably more inclusive than” the tort of interference with contract. (Id. at pp. 826-827.) As the statements I have quoted make clear, Buckaloo was not, as the majority incorrectly suggests, indicating that the tort of intentional interference with prospective economic advantage also includes claims based on a valid and enforceable contract. Thus, several statements in Buckaloo contradict the majority’s view that a plaintiff may base a claim for intentional interference with prospective advantage on an interference with a valid and enforceable contract. 1

Second, the majority’s reliance on Buckaloo’s dictum is also incorrect because the federal decision Buckaloo endorsed did not, as the majority erroneously suggests, state that a claim for interference with contract may be brought as one for intentional interference with prospective economic advantage. Rather, it suggested that these claims should be recognized not as “ ‘separate torts,’ ” but as alternative theories for establishing a single, broader tort called “ ‘interference with economic relations.’” (Buckaloo, supra, 14 Cal.3d at p. 823, fn. 6 , quoting Builders Corporation of America v. United States (N.D.Cal. 1957) 148 F.Supp. 482, 484, fn. 1 , revd. on other *1171 grounds (9th Cir. 1958) 259 F.2d 766 .) Despite Buckaloo’s dictum, we have not recognized this broader tort. On the contrary, we have stressed the “need to draw and enforce a sharpened distinction between claims for the tortious disruption of an existing contract and claims that a prospective contractual or economic relationship has been interfered with by the defendant.” (Della Penna v. Toyota Motor Sales, U.S.A., Inc. (1995) 11 Cal.4th 376, 392 [ 45 Cal.Rptr.2d 436 , 902 P.2d 740 ] (Della Penna).) Indeed, the majority purports to “reiterate” Della Penna’s statement that California courts should “ ‘firmly distinguish’ ” between these two separate torts. (Maj. opn., ante, at p. 1157.) Unfortunately, the majority fails to follow this statement.

Finally, the other statement from Buckaloo the majority cites—that “ ‘the tort of interference with contract is merely a species of the broader tort of interference with prospective economic advantage’ ” (maj. opn., ante, at p. 1157)—is both imprecise and incorrect. Buckaloo cited several authorities as establishing this proposition, but none of them stated that the tort of interference with contract is a species of the tort of intentional interference with prospective economic advantage. Rather, to the extent they spoke to this question, consistent with the federal decision discussed above, they characterized or analyzed interference with contract and intentional interference with prospective economic advantage as separate aspects of the broader “subject of interference with commercial or economic relations.” (Prosser, Torts (4th ed. 1971) § 128, p. 915; see also 1 Harper & James, Torts (1956) § 6.5, p. 489 [interference with contract “is one of several segments of a large area of the law of tort in which damages may be recovered for unlawfully causing loss to the plaintiff in connection with his business relations”]; id. at §§ 6.7, 6.11, pp. 495, 510 [actions for interference with contract and interference with reasonable economic expectations protect different rights and interests]; 4 Witkin, Summary of Cal. Law (8th ed. 1974) Torts, §§ 380-391, pp. 2634-2643; Note, Developments in the Law— Competitive Torts (1964) 77 Harv. L.Rev. 888, 961 [stressing “the difference between the action for inducing breach of contract and the action for interference with prospective advantage”].) 2 Consistent with these authorities, in an extensive historical discussion, we have previously labeled “interference with contract” and “interference with prospective economic relations” as, generally, “the so-called ‘interference torts,”’ and characterized them as “two torts” that are “sibling[s].” (Della Penna, supra, 11 Cal.4th at p. 381 .) Thus, Buckaloo’s dictum is erroneous and it fails to support the majority’s assertion that KSC may properly base a claim for intentional interference with prospective economic advantage on allegations that Lockheed interfered with the existing contract between KSC and MacDonald.

*1172 The discussion of this subject in the Restatement Second, on which the majority heavily relies, fully supports the conclusion that Buckaloo’’s dictum, and the majority’s conclusion based on that dictum, are incorrect. Consistent with the authorities I have already discussed, the Restatement Second explains that interference with contract and “interference with prospective advantage” are separate “form[s]” of the broader subject of “intentional interference with business relations.” (Rest.2d, § 766A, com. b, p. 18; see also id., § 767, com. j, p. 37 [interference with contract and interference with prospective economic advantage are separate “forms of interference with business relations”].) The Restatement Second also explains that, as their names suggest, intentional interference with contract involves only interference with an “existing contract,” whereas intentional interference with prospective economic advantage “is concerned only with intentional interference with prospective contractual relations not yet reduced to contract.'” (Rest.2d, § 766B, com. a, p. 20, italics added.) Thus, the Restatement Second supports the conclusion that because KSC alleges only a loss of benefits under its existing contract with MacDonald, and it had no prospective relationship with the Republic of Korea, its claim for intentional interference with prospective economic advantage fails at the threshold for lack of a prospective economic advantage with which Lockheed allegedly interfered. The majority’s contrary conclusion improperly “blurs the analytical line between interference with an existing business contract and interference with commercial relations less than contractual,” thus “invit[ing] both uncertainty and unpredictability . . . .” (Della Penna, supra, 11 Cal.4th at p. 392 .)

II. KSC’s Alleged Injuries Are Too Remote to Warrant Recovery.

In its demurrer, Lockheed argued that “the economic relationship [it] allegedly disrupted was MacDonald’s . . . effort to obtain the award of the . . . contract from” the Republic of Korea, and that KSC’s alleged injury was merely “an indirect consequence of’ this alleged disruption. This indirect injury, Lockheed continued, “does not give rise to a claim for intentional interference with prospective economic advantage because [KSC] cannot show that the injury resulted from the disruption of a prospective economic relationship to which [KSC] was a party.” In sustaining the demurrer, the trial court agreed with Lockheed, finding that KSC’s claim failed because it was “secondary and derivative and indirect and [KSC] has found no case from any U.S. state or federal jurisdiction giving cognizance to a comparable secondary or derivative or indirect claim.”

The majority rejects this view and holds that “an indirectly injured plaintiff may state a claim” for intentional interference with prospective *1173 economic advantage, and may do so “without pleading that the defendant acted with the purpose to interfere with the plaintiff’s business expectancy.” (Maj. opn., ante, at pp. 1162-1163.) The majority gives scant attention to this issue. It cites no decisions, from California or elsewhere, supporting either its analysis or its holding. The sole authority the majority cites is a portion of comment h to section 767 of the Restatement Second (comment h). The majority states: “Section 767, comment h, of the Restatement [Second], discussing the proximity or remoteness of the defendant’s conduct to the interference, supports our conclusion: ‘This remoteness [between the defendant’s conduct and the plaintiffs injury] conduces toward a finding that the interference was not improper. The weight of this factor, however, may be controverted by . . . the factor of the actor’s conduct if that conduct was inherently unlawful or independently tortious.’ [Citation.] If the defendant’s improper conduct constitutes independently wrongful behavior, the fact that the plaintiff is an indirect victim does not preclude recovery.” (Maj. opn., ante, at p. 1163, fn. omitted.)

For several reasons, comment h is insufficient support for the majority’s conclusion that KSC’s status as “an indirect victim does not preclude recovery.” (Maj. opn., ante, at p. 1163.) First, comment h does not, as the majority suggests, categorically state that a defendant’s commission of an independently wrongful act does overcome remoteness between the defendant’s conduct and the plaintiffs injury. Rather, in decidedly equivocal terms, comment h states that the significance of remoteness “may be controverted . . . perhaps by the factor of the actor’s conduct if that conduct was inherently unlawful or independently tortious.” (Rest.2d Torts, § 767, com. h, p. 36, italics added.) Comment h’s equivocal language does not support the majority’s categorical holding that where a defendant’s conduct is independently wrongful, “the fact that the plaintiff is an indirect victim does not preclude recovery.” 3 (Maj. opn., ante, at p. 1163.)

Second, comment h addresses proximity and remoteness in the context of an interference with an existing contract, not an interference with a merely prospective economic advantage. This fact is clear from the portion of comment h that immediately precedes the portion the majority quotes, which states: “If... A induces B to sell certain goods to him and thereby causes him not to perform his contract to supply the goods to C, this may also have the effect of preventing C from performing his contractual obligations to *1174 supply them to D and E. C’s failure to perform his contracts is a much more indirect and remote consequence of A’s conduct than B’s breach of his contract with C, even assuming that A was aware of all contractual obligations and the interference can be called intentional.” (Rest.2d, § 767, com. h, p. 36, italics added.) This fact is significant because, as the Restatement Second elsewhere explains, the law affords “greater protection ... to the interest in an existing contract than to the interest in acquiring prospective contractual relations,” and section 767’s “weighing process” therefore “does not necessarily reach the same result in regard to” these separate “forms of interference with business relations.” (Rest.2d, § 767, com. j, p. 37; see also id., com. a, p. 27 [weight of various factors “may vary considerably” with respect to different “forms of the tort”].) Thus, comment h’s discussion of the interaction between independently wrongful means and remoteness in the context of an interference with an existing contract does not necessarily apply to the same extent with regard to an interference with a merely prospective economic advantage. By failing to distinguish between these torts, the majority, in the words of the Restatement Second, “produce[s] a blurring of the significance of the factors involved in determining liability.” 4 (Rest.2d, ch. 37, Introductory Note, p. 5.)

Third, and most important, the Restatement Second’s sections and comments regarding interference with contract and intentional interference with prospective economic advantage do not even purport to address the fundamental question before us: whether Lockheed’s alleged interference is the legal cause of the remote, indirect, and derivative injury KSC alleges. The relevant sections of the Restatement Second state rules for determining whether someone is “subject to liability.” (Rest.2d, §§ 766, 766B.) Under the Restatement Second, “subject to liability” means only that “the actor’s conduct is such as to make him liable for another’s injury, iff in addition, “the actor’s conduct is a legal cause” of the injury. (Rest.2d, § 5, italics added.) “Legal cause,” according to the Restatement, means that “the causal sequence by which the actor’s tortious conduct has resulted in an invasion of some legally protected interest of another is such that the law holds the actor responsible for such harm unless there is some defense to liability.” (Rest.2d, § 9.) Regarding the relationship between these concepts, the Restatement Second explains: “To become liable . . . under the principles of the law of *1175 Torts, an actor’s conduct must not only be tortious in character but it must also be a legal cause of the invasion of another’s interest. If the actor has engaged in conduct which is tortious in character, he thereby subjects himself to liability .... In order that the actor become liable to another, it is necessary, among other things, that his conduct be the legal cause of the invasion of the other’s interest. . . .” (Rest.2d, § 9, com. a, p. 16.) “In order that a particular act or omission may be the legal cause of an invasion of another’s interest, the act or omission must be a substantial factor in bringing about the harm, and there must be no principle or rule of law which restricts the actor’s liability because of the manner in which the act or omission operates to bring about such invasion.” (Rest.2d, § 9, com. b, p. 16.) Thus, a defendant “may be ‘subject to liability’ ” within the meaning of the Restatement Second “but may escape” liability if his or her conduct is not “the legal cause of the plaintiff’s harm.” (Rest.2d, § 5, com. b, p. 11.) Because the Restatement Second’s sections on interference with contract and intentional interference with prospective economic advantage consider the circumstances only for determining whether a defendant is “subject to liability” (Rest.2d, §§ 766, 766B), they do not even purport to address the more fundamental question now before us: whether Lockheed’s alleged interference is the legal cause of the remote, indirect, and derivative injury KSC alleges. Thus, the majority’s reliance on the Restatement Second is both inadequate and unpersuasive.

Our prior decisions discuss similar concepts in tort law. As we have explained, “[p]roximate cause involves two elements. [Citation.] One is cause in fact. An act is a cause in fact if it is a necessary antecedent of an event. [Citation.] . . . [^J] To simply say, however, that the defendant’s conduct was a necessary antecedent of the injury does not resolve the question of whether the defendant should be liable. . . . ‘[T]he consequences of an act go forward to eternity, and the causes of an event go back to the dawn of human events, and beyond. But any attempt to impose responsibility upon such a basis would result in infinite liability for all wrongful acts, and would “set society on edge and fill the courts with endless litigation.” ’ [Citation.] Therefore, the law must impose limitations on liability other than simple causality. These additional limitations are related not only to the degree of connection between the conduct and the injury, but also with public policy. [Citation.] As Justice Traynor observed, proximate cause ‘is ordinarily concerned, not with the fact of causation, but with the various considerations of policy that limit an actor’s responsibility for the consequences of his conduct.’ [Citation.]” (PPG Industries, Inc. v. Transamerica Ins. Co. (1999) 20 Cal.4th 310, 315-316 [ 84 Cal.Rptr.2d 455 , 975 P.2d 652 ] [holding that although the defendant was cause in fact of the plaintiffs damages, for policy reasons, it was not proximate cause].) In *1176 short, proximate cause is “ ‘a policy-based legal filter on “but for” causation’ ” that courts apply “ ‘ “to those more or less undefined considerations which limit liability even where the fact of causation is clearly established.” ’ [Citation.]” (Vons Companies, Inc. v. Seabest Foods, Inc. (1996) 14 Cal.4th 434, 464 [ 58 Cal.Rptr.2d 899 , 926 P.2d 1085 ].) Moreover, to the extent proximate cause involves “limitations imposed upon liability as a matter of public policy, the issue is for the court” to decide as “a question of law.” (Mosley v. Arden Farms Co. (1945) 26 Cal.2d 213, 223 [ 157 P.2d 372 , 158 A.L.R. 872 ] (conc. opn. of Traynor, J.).) Thus, the majority errs in concluding that KSC “has satisfied the proximate cause element” merely by pleading that its injury “was directly caused by” Lockheed’s alleged interference. (Maj. opn., ante, at p. 1166.) This allegation does “not. . . render the complaint sufficient” because, as I later explain, “it affirmatively appears from other allegations that the act[s] made the basis of liability [are], as a matter of law, not the proximate cause of the injury complained of.” (Katz v. Helbing (1928) 205 Cal. 629, 633 [ 271 P. 1062 , 62 A.L.R. 825 ].)

Regarding the more fundamental policy question of legal, or proximate, cause, the majority has little to say. The majority declares that there is “no sound reason for requiring that a defendant’s wrongful actions must be directed towards the plaintiff.” (Maj. opn., ante, at p. 1163.) To do so, the majority suggests, would exclude what a law review article describes as “ ‘the most numerous of the tortious interference cases’ ”—“ ‘those in which the disruption is caused by an act directed not at the plaintiff, but at a third person.’” (Maj. opn., ante, at p. 1163.)

This analysis simply attacks a straw man of the majority’s own creation. Contrary to the majority’s suggestion, no one asserts that we should allow recovery only where the defendant’s wrongful act is “directed towards the plaintiff.” (Maj. opn., ante, at p. 1163.) Rather, the issue here is whether to allow recovery where the wrongful act is not directed towards the plaintiff or towards anyone with whom the plaintiff had a prospective economic advantage. As I have previously explained, Lockheed directed no actions towards either KSC or MacDonald. It directed its actions only towards the Republic of Korea—with which KSC has no prospective economic relationship—and KSC’s alleged injury is only a remote, indirect, and derivative consequence of those alleged acts towards the Republic of Korea. Moreover, contrary to the majority’s suggestion, cases involving such derivative injury are not among those that the cited law review article described as being the “most numerous.” (Perlman, Interference with Contract and Other Economic Expectancies: A Clash of Tort and Contract Doctrine (1982) 49 U. Chi. L.Rev. 61, 106.) According to the article, that category consists of cases in which the defendant’s act of interference was directed towards a third person who *1177 was “in a [Relationship with the [p]laintiff.” (Ibid.; see also id. at p. 99.) Again, this is not such a case, because Lockheed’s alleged acts were not directed towards anyone having either an existing or prospective relationship with KSC. 5

The majority also summarily declares that because, under Della Penna, supra, 11 Cal.4th 376 , a defendant’s liability for intentional interference with prospective economic advantage requires commission of “an independently wrongful act,” a plaintiffs standing to sue should not “turn on” the defendant’s “subjective intent.” (Maj. opn., ante, at p. 1162.) A contrary conclusion, the majority reasons, would produce “absurd and unfair results.” (Ibid.) Again, the majority cites no case law supporting its analysis and conclusion. Moreover, the majority’s reliance on Della Penna’s wrongful act requirement subverts and distorts the purpose of that requirement. In Della Penna , we required an independently wrongful act in order to restrict the scope of the tort. Contrary to this purpose, the majority here uses that requirement as justification for significantly expanding the tort’s scope by allowing recovery for remote, indirect, and derivative injuries. Finally, the majority’s conclusion that it would be unfair to preclude recovery for indirect and remote injury simply because the defendant lacked specific intent begs the more fimdamental, threshold question of whether a plaintiff with remote, indirect, and derivative injury should be able to recover even if the defendant had specific intent.

Regarding this threshold policy question, and lacking governing California authority, we should follow the substantial body of case law from other courts—including the United States Supreme Court—that deals with analogous causes of action and holds that parties with remote, indirect, and derivative injuries may not recover. The high court has addressed this subject in the context of antitrust law. Consistent with the causation principles I have previously discussed, the high court has explained that although “[a]n antitrust violation may be expected to cause ripples of harm to flow through the Nation’s economy,” “ ‘there is a point beyond which the wrongdoer should not be held liable.’ [Citation.]” (Blue Shield of Virginia v. McCready (1982) 457 U.S. 465, 476-477 [ 102 S.Ct. 2540, 2547 , 73 L.Ed.2d 149 ] (Blue Shield.) Like “common-law” remedies, “the judicial remedy” for an antitrust violation “cannot encompass every conceivable harm that can be traced to alleged wrongdoing.” (Associated General Contractors v. Carpenters (1983) 459 U.S. 519, 535-536 [ 103 S.Ct. 897, 907-908 , 74 L.Ed.2d 723 ] *1178 (Associated General).) Thus, in an antitrust case, the “question of which persons have been injured by” the alleged antitrust violation “is analytically distinct from the question of which persons have sustained injuries too remote to give them standing to sue for damages . . . .” (Illinois Brick Co. v. Illinois (1977) 431 U.S. 720, 728, fn. 7 [ 97 S.Ct. 2061, 2066-2067 , 52 L.Ed.2d 707 ] (Illinois Brick); see also Blue Shield, supra, 457 U.S. at p. 476 [102 S.Ct. at pp. 2546-2547].)

The high court focused on these questions in Associated General, where several labor unions sought damages for an alleged antitrust violation by an employers association. The unions alleged that the employers association illegally “coerced certain third parties ... to enter into business relationships with nonunion firms. This coercion, according to the [unions’] complaint, adversely affected the trade of certain unionized firms and thereby restrained the business activities of the unions.” (Associated General, supra, 459 U.S. at pp. 520-521 [ 103 S.Ct. at p. 899 ].) The court of appeals held that the unions “had standing to recover damages for the injury to their own business activities” because their injury was not only “a foreseeable consequence of the antitrust violation,” but also “was specifically intended by the defendants.” (Id. at p. 525 [ 103 S.Ct. at p. 902 ].) The high court disagreed and held that the unions could not maintain their antitrust action notwithstanding their “allegation of intent to harm.” (Id. at p. 545 [ 103 S.Ct. at p. 912 ].)

Notably, in reaching its conclusion, the high court in Associated General expressly relied on common law principles, which are, of course, applicable in the case now before us. The court reasoned: “In 1890, notwithstanding general language in many state constitutions providing in substance that ‘every wrong shall have a remedy,’ a number of judge-made rules circumscribed the availability of damages recoveries in both tort and contract litigation—doctrines such as foreseeability and proximate cause, directness of injury, certainty of damages, and privity of contract. Although particular common-law limitations were not debated in Congress, the frequent references to common-law principles [in congressional debates on the antitrust laws] imply that Congress simply assumed that antitrust damages would be subject to constraints comparable to well-accepted common-law rules applied in comparable litigation.” (Associated General, supra, 459 U.S. at pp. 532-533 [103 S.Ct. at pp. 905-906], fns. omitted.) The court noted that, based on this understanding of congressional intent, federal judges had “held as a matter of law that neither a creditor nor a stockholder of a corporation that was injured by a violation of the antitrust laws could recover” because a “plaintiffs injury as a stockholder [is] ‘indirect, remote, and consequential.’ [Citation.]” (Id. at p. 533 [ 103 S.Ct. at p. 906 ].) “This holding,” the high *1179 court continued, is “consistent with . . . ‘[t]he general tendency of the law, in regard to damages at least, . . . not to go beyond the first step. ’ [Citation.]” (Id. at p. 534 [ 103 S.Ct. at p. 906 ].) Thus, the court reasoned, “as was required in common-law damages litigation in 1890,” the question of whether the plaintiff “may recover for the injury it allegedly suffered by reason of the defendants’ coercion against certain third parties . . . requires . . . evaluation of] the plaintiffs harm, the alleged wrongdoing by the defendants, and the relationship between them.” (Id. at p. 535 [ 103 S.Ct. at p. 907 ], fn. omitted.)

In holding that the unions could not maintain their antitrust action, the high court in Associated General stressed, among other factors, the “indirectness of the [unions’] asserted injury.” (Associated General, supra, 459 U.S. at p. 540 [ 103 S.Ct. at p. 909 ].) Focusing on the “chain of causation” between the unions’ injury and the alleged antitrust violation, the high court found “that any such injuries were only an indirect result of whatever harm may have been suffered by [the] construction contractors and subcontractors” that lost business due to the defendants’ coercion. (Id. at pp. 540-541 [ 103 S.Ct. at p. 910 ].) “If either these firms, or the immediate victims of coercion by defendants, have been injured by an antitrust violation, their injuries would be direct and . . . they would have a right to maintain their own . . . actions against the defendants. . . . The existence of an identifiable class of persons whose self-interest would normally motivate them to” sue “diminishes the justification for allowing . . . more remote part[ies] such as the [unions] to” maintain an action. (Id. at pp. 541-542 [103 S.Ct. at pp. 910-911].) “Denying the [u]nion[s] a remedy on the basis of [the] allegations in this case is not likely to leave a significant antitrust violation undetected or unremedied.” (Id. at p. 542 [ 103 S.Ct. at p. 911 ].) “Indeed,” the court explained, “if there is substance to the [u]nion[s’] claim, it is difficult to understand why these direct victims of the conspiracy have not asserted any claim in their own right.” (Id. at p. 542, fn. 47 [ 103 S.Ct. at p. 910 ].)

In Illinois Brick, the high court applied similar principles in holding that where the defendant violates the antitrust laws by fixing prices and sells to an entity that passes the resulting overcharges on to its customers, the injuries of the customers resulting from the defendant’s antitrust violation are legally too remote to support recovery. (Illinois Brick, supra, 431 U.S. at pp. 725-729 [97 S.Ct. at pp. 2064-2066].) The court acknowledged that this holding “denies recovery to . . . indirect purchasers who may have been actually injured by antitrust violations.” (Id. at p. 746 [ 97 S.Ct. at p. 2075 ].) However, “[i]n view of’ the relevant policy “considerations,” the court was “unwilling to carry the compensation principle to its logical extreme by *1180 attempting to allocate damages among all ‘those within the defendant’s chain of distribution’ [citation] . . . .” (Ibid) The considerations the court cited were the defendant’s “interest ... in avoiding multiple liability for” the amount of the overcharge, “the interest of absent potential plaintiffs in protecting their right to recover for the portion of the [overcharge] allocable to them and the social interest in the efficient administration of justice and the avoidance of multiple litigation.” (Id. at pp. 737-738 [ 97 S.Ct. at p. 2071 ].)

The high court reaffirmed Illinois Brick in Kansas v. UtiliCorp United, Inc. (1990) 497 U.S. 199 [ 110 S.Ct. 2807 , 111 L.Ed.2d 169 ], There, the court held that where natural gas suppliers illegally overcharged a public utility and the utility passed on the overcharge to its customers, the customers’ injuries were too remote to support an antitrust action. (Id. at p. 204 [110 S.Ct. at pp. 2810-2811].) The court explained that the customers “have the status of indirect purchasers” because “[i]n the distribution chain, they are not the immediate buyers from the alleged antitrust violators.” (Id. at p. 207 [ 110 S.Ct. at p. 2812 ].) The court next observed that its decision in Illinois Brick “denfies] relief to consumers who have paid inflated prices because of their status as indirect purchasers. [Citations.]” ( Kansas, supra, 497 U.S. at pp. 211-212 [ 110 S.Ct. at p. 2814 ].) Finally, the court refused to create an exception to “the Illinois Brick rule” for cases involving public utilities, “even assuming that any economic assumptions underlying [that] rule might be disproved in a specific case . . . .” (Kansas, supra, 497 U.S. at p. 217 [ 110 S.Ct. at p. 2817 ].)

In Holmes v. Securities Investor Protection Corporation (1992) 503 U.S. 258 [ 112 S.Ct. 1311 , 117 L.Ed.2d 532 ] (Holmes), the high court applied these same principles to a claim under the Racketeer Influenced and Corrupt Organizations Act (RICO). In Holmes , plaintiff Securities Investor Protection Corporation (SIPC) alleged that the defendant, in violation of RICO, illegally “conspired in a stock-manipulation scheme that disabled two broker-dealers from meeting obligations to customers,” which in turn “triggered] SIPC’s statutory duty to advance funds to reimburse the customers.” (Holmes, supra, 503 U.S. at p. 261 [ 112 S.Ct. at p. 1314 ].) The court held that SIPC could not maintain its claim because its injuries were too remote.

In reaching its conclusion, the Holmes court began by finding it “unlikely] that Congress meant to allow all factually injured plaintiffs to recover . . . .” (Holmes, supra, 503 U.S. at p. 266 [ 112 S.Ct. at p. 1316 ], fn. omitted.) The court explained that “ ‘[i]n a philosophical sense, the consequences of an act go forward to eternity, and the causes of an event go back to the dawn of human events, and beyond. But any attempt to impose *1181 responsibility upon such a basis would result in infinite liability for all wrongful acts, and would “set society on edge and fill the courts with endless litigation.” ’ [Citation.]” (Id. at p. 266, fn. 10 [ 112 S.Ct. at p. 1316 ].) Relying on Associated General, the Holmes court then found that because Congress “incorporate[d] common-law principles of proximate causation” into RICO, a plaintiffs right to recover under RICO “require[s] a showing that the defendant’s violation not only was a ‘but for’ cause of his injury, but was the proximate cause as well.” (Holmes, supra, 503 U.S. at p. 268 [ 112 S.Ct. at p. 1317 ].) The court next explained that one aspect of proximate cause—which is a generic label for “the judicial tools used to limit a person’s responsibility for the consequences of [his or her] acts”—is “a demand for some direct relation between the injury asserted and the injurious conduct alleged. Thus, a plaintiff who complain[s] of harm flowing merely from the misfortunes visited upon a third person by the defendant’s acts [i]s generally said to stand at too remote a distance to recover. [Citation.]” (I d. at pp. 268-269 [ 112 S.Ct. at p. 1318 ].)

The Holmes court next discussed its application of the proximate cause concept in antitrust cases. Citing Associated General, the court explained that “directness of relationship” between the plaintiffs injury and the defendant’s conduct is one of the “central elements” of “causation” under antitrust law “for a variety of reasons. First, the less direct an injury is, the more difficult it becomes to ascertain the amount of a plaintiffs damages attributable to the violation, as distinct from other, independent, factors. [Citation.] Second, quite apart from problems of proving factual causation, recognizing claims of the indirectly injured would force courts to adopt complicated rules apportioning damages among plaintiffs removed at different levels of injury from the violative acts, to obviate the risk of multiple recoveries. [Citations.] And, finally, the need to grapple with these problems is simply unjustified by the general interest in deterring injurious conduct, since directly injured victims can generally be counted on to vindicate the law as private attorneys general, without any of the problems attendant upon suits by plaintiffs injured more remotely. [Citation.]” ( Holmes, supra, 503 U.S. at pp. 269-270 [112 S.Ct. at pp. 1318-1319].)

Finally, applying these principles to RICO, the Holmes court held that SIPC could not maintain its RICO action. After noting SIPC’s theory of recovery—that SIPC was “subrogated to the rights of those customers of the broker-dealers who did not purchase manipulated securities” (Holmes, supra, 503 U.S. at p. 271 [ 112 S.Ct. at p. 1319 ])—the court explained: “[E]ven assuming, arguendo, that [SIPC] may stand in the shoes of nonpurchasing customers, the link is too remote between the stock manipulation alleged and the customers’ harm, being purely contingent on the harm suffered by the *1182 broker-dealers. That is, the conspirators have allegedly injured these customers only insofar as the stock manipulation first injured the broker-dealers and left them without the wherewithal to pay customers’ claims. Although the customers’ claims are senior (in recourse to ‘customer property’) to those of the broker-dealers’ general creditors, [citation], the causes of their respective injuries are the same: The broker-dealers simply cannot pay their bills, and only that intervening insolvency connects the conspirators’ acts to the losses suffered by the nonpurchasing customers and general creditors. [][] As we said, however, in Associated General Contractors , quoting Justice Holmes, ‘ “The general tendency of the law, in regard to damages at least, is not to go beyond the first step[]” ’ [citation], and the reasons that supported conforming [antitrust] causation to the general tendency apply just as readily to the present facts, underscoring the obvious congressional adoption of the Clayton Act direct-injury limitation among the requirements of’ RICO. ( Holmes, supra, 503 U.S. at pp. 271-272 [112 S.Ct. at pp. 1319-1320], fns. omitted.) A contrary conclusion would “[a]llow[] suits by those injured only indirectly,” thereby “opening] the door to ‘massive and complex damages litigation’ ” that would “ ‘not only burde[n] the courts, but [would] also undermin[e] the effectiveness of treble-damages suits.’ [Citation.]” (Id. at p. 274 [ 112 S.Ct. at p. 1321 ].)

Lower federal courts have applied these principles to preclude recovery for remote, indirect, and derivative injury in several cases that are relevant here because they involved commission relationships, bribes, pendent state claims for interference with prospective economic advantage, and/or allegations of specific intent to harm. In Brian Clewer, Inc. v. Pan American World Airways, Inc. (C.D.Cal. 1986) 674 F.Supp. 782, 784-788 , the court held that Clewer, a travel agency, could not maintain an antitrust action against several airlines that had allegedly conspired to destroy Laker, another airline with which Clewer had a commission arrangement. Like KSC, Clewer alleged damages in the form of lost commissions. (Id. at p. 788.) Clewer also alleged that the defendants had acted “ ‘with the object of . . . damaging [its] business.’ ” (Id. at p. 784.) Despite this allegation, the court, applying Associated General, found that Clewer could not maintain the action because “any injury to Clewer [was] only an indirect result of whatever harm may have been suffered by Laker, and thus Clewer’s injury [was] derivative of . . . Laker’s.” (Brian Clewer, Inc., supra, at p. 787.) The court explained that “other potential plaintiffs”—Laker, Laker passengers, former Laker employees—“stand in a better posture to assert antitrust claims due to a more direct harm than” Clewer. (Ibid.) Given all of these potential plaintiffs, “if Clewer and other similarly situated travel agencies are found to have standing” to sue “for a portion of Laker’s revenues, a possibility exists of duplicative recovery against the defendants.” (Id. at p. 788.) In concluding, the court *1183 explained: “Clewer stands in the same position as numerous other prospective plaintiffs whose alleged losses are indirect and derivative, i.e., other travel agencies, other supplie[r]s of goods and services, food vendors, waste disposal services, and custodians. . . . Clewer’s injury is too indirect to provide standing under” the antitrust laws. (Id. at pp. 787-788.)

On analogous facts, another federal court reached a similar conclusion in Fallis v. Pendleton Woolen Mills, Inc. (6th Cir. 1989) 866 F.2d 209 . There, the plaintiff, a sales representative for the defendant, filed an antitrust action alleging that he lost commissions as a result of the defendant’s alleged price-fixing scheme. (Id. at pp. 210-211.) The court held that the plaintiff could not maintain his action because his alleged injury was “derivative; it [was] simply a side effect of [the defendant’s] alleged antitrust violations. . . . Any injury to [the plaintiff] was merely incidental to the purposes of the alleged price-fixing arrangement,” which was “aimed at disciplining retailers and raising consumer prices, not reducing the commissions earned by salespersons.” (Ibid.) “As is generally true where the plaintiff’s injury is indirect, more direct victims of the alleged conspiracy exist in the present case . . . .” (Id. at p. 211.) “ ‘[I]f the court were to allow all indirect victims standing to sue . . . , the dangers of duplicative recovery and complex apportionment of damages would become very real.’ [Citations.]” (Id. at pp. 211-212.) “In light of these factors”—the indirectness of plaintiff’s injury, the existence of more direct victims, the possibility of duplicative recovery—the court held that the plaintiff “lack[ed] antitrust standing.” (Id. at p. 212.)

Another case involving analogous facts is Eagle v. Star-Kist Foods, Inc. (9th Cir. 1987) 812 F.2d 538 . There, fishermen alleged that fish canneries had violated the antitrust laws by conspiring to set tuna prices at artificially low levels. (Id. at p. 539.) The fishermen worked as crewmembers on vessels owned by others, who sold the vessels’ catch to the canneries and then paid the fishermen based on a “share of the catch” or the “price per ton.” (Ibid.) Regarding damages, the fishermen alleged that the artificially low price levels “resulted] in a reduction of the wages” they received. (Ibid.) Applying Associated General, the court held that the fishermen could not maintain an antitrust action because their alleged injuries were “derivative of the injuries suffered by the vessel owners.” (Eagle, supra, at p. 541 .) In reaching its conclusion, the court rejected the argument that the fishermen “were directly injured because calculation of their wages . . . was completely and inextricably intertwined with the artificially low selling prices” and because “they were joint venturers with the vessel owners . . . .” (Ibid.) The court explained: “[W]hat exists between the vessel owners and the crewmembers is an employer-employee relationship. . . . Once a sale has been completed, *1184 the crewmembers are paid their wages . . . either on a ‘share of the catch’ or ‘per-ton’ basis. . . . Thus, any injury [they] suffered ... is derived from any injury suffered by the vessel owners .... ‘When the employer reacts to [a] loss by terminating employees, or when employees receive diminished salary or commissions, as a result of the employers’ weakened market position, these employees suffer derivative injury only.’ [Citation.]” (Id. at pp. 541-542, first italics added.) The court also reasoned that “the vessel owners . . . [have] the requisite motivation to vindicate the public interest” in enforcement of the antitrust laws, and that “[t]he justification for allowing the crewmembers ... to bring the action is thereby diminished because they are more remote parties.” 6 (Eagle, supra, at p. 542 .)

Still another relevant application of these remoteness principles occurred in Hawaii Health & Welfare Trust Fund for Operating Engineers v. Philip Morris, Inc. (D.Hawai’i 1999) 52 F.Supp.2d 1196 . There, numerous “multiemployer labor management health and welfare funds,” which paid medical bills for union workers, filed a RICO action against “the major cigarette manufacturers” alleging a conspiracy to suppress information regarding the effects of smoking and claiming damage “in the form of . . . payment of unnecessary medical costs to [fund] beneficiaries.” (Id. at p. 1197.) Applying Holmes , the court held that “the ‘remoteness doctrine’ ” barred the claim because “the Funds themselves ha[d] suffered no direct injury.” (Hawaii Health & Welfare Trust Fund for Operating Engineers, supra, 52 F.Supp.2d at p. 1198 .) The court explained that the remoteness doctrine, “[w]hether analyzed in terms of proximate cause or standing, . . . generally bars indirect claims where other more directly-injured parties are the proper plaintiffs. [Citation.]” (Ibid.) The court found the doctrine applicable because the alleged injuries were “derivative,” not “direct,” in that they were “ ‘entirely dependent upon injuries sustained by [fund] participants and beneficiaries, making [the plaintiffs] at least one step removed from the challenged harmful conduct.’ [Citation.]” (Id. at pp. 1199-1200.) Thus, the plaintiffs were “seeking] recovery for the same injuries to victims represented, or able to be represented, in other direct suits.” (Id. at p. 1199.) The court’s conclusion is especially relevant to the case now before us because, in applying the remoteness doctrine, the court expressly rejected the plaintiffs’ argument that “the[ir] injury was allegedly intentional and directed *1185 specifically to the trust funds because the [defendants knew their fraudulent scheme would cause the trust funds to expend additional money on health related costs.” (Ibid.)

Carter v. Berger (7th Cir. 1985) 777 F.2d 1173 is relevant here because it applied these remoteness principles in a case involving alleged bribes. The plaintiffs in Carter filed a RICO action claiming that the defendant used illegal bribes to obtain lower property tax assessments, which resulted in higher taxes for everyone else. (Id. at p. 1174.) The court held that the plaintiffs were “not the right parties to bring th[e] suit” because their “injury derive[d] from the County’s . . . .” (Ibid.) After describing Illinois Brick's remoteness analysis, the court explained: “The same approach prevails throughout the law. . . . ‘ [T]he general tendency of the law, in regard to damages at least, is not to go beyond the first step.’ [Citations.]” (Carter, supra, at p. 1175 .) Thus, “the indirectly injured party may not sue .... If a wrong committed against a firm causes it to become bankrupt and discharge its employees or discontinue its purchases, the injured employees and suppliers may not sue.” (Ibid.) “[A]n indirectly injured party should look to the recovery of the directly injured party, not to the wrongdoer, for relief.” (Id. at p. 1176; see also National Enterprises v. Mellon Financial Services (5th Cir. 1988) 847 F.2d 251, 252-255 [unpaid creditor of bankrupt corporation could not pursue RICO action against defendant that required kickbacks from corporation as a loan condition].)

Finally, among the federal cases, Newton v. Tyson Foods, Inc. (8th Cir. 2000) 207 F.3d 444 is particularly noteworthy here because it involved bribes and it applied these remoteness principles to claims for a RICO violation and a pendent state law claim for intentional interference with prospective economic advantage. In Newton , cattle producers sued a poultry producer, alleging that it “was able to exempt the poultry industry from strict regulations by providing illegal payments to” government officials. (Id. at p. 445.) They alleged that this exemption resulted in lower costs, which enabled poultry producers to lower poultry prices, which increased demand for poultry and lowered the demand for beef, which reduced beef sales by packers, which reduced the plaintiffs’ sales to packers and lowered the price of cattle sold. (Id. at p. 446.) The court first held that the plaintiffs could not maintain their RICO claim because their alleged injuries were “far distant along the chain of causation from [the defendant’s] alleged wrongs and [were] too attenuated and removed from those wrongs to provide a basis for standing under RICO. [Citation.]” (Id. at p. 447.) Noting that “proximate cause” was also “an element” of the plaintiffs’ claim for “intentional interference with prospective economic advantage,” the court next held that the plaintiffs’ “common-law tort claim fail[ed] as a matter of law for the same *1186 reasons that the [plaintiffs] lack[ed] standing to pursue their RICO claim. [Citation.]” (Id. at p. 448; see also Laborers Loc. 17 Hlth. & Ben. Fund v. Philip Morris (2d Cir. 1999) 191 F.3d 229 , 242-243 [applying RICO remoteness/proximate cause analysis to dismiss common law claims for fraud and breach of special duty].)

Given the overlap between antitrust law and the tort of intentional interference with prospective economic advantage, we should follow these federal decisions and decline to recognize a tort cause of action for plaintiffs, like KSC, that allege only remote, indirect, and derivative injury. Liability for both the tort and an antitrust violation requires an independently wrongful act. Moreover, the purpose of the tort is similar to the purpose of the antitrust laws: to “provid[e] a remedy for predatory economic behavior” while “keeping legitimate business competition outside litigative bounds.” (Della Penna, supra, 11 Cal.4th at p. 378 .) Notably, the Restatement Second expressly recognizes the “interplay between [antitrust] law and the law of tortious interference with prospective contractual relations.” (Rest.2d, § 768, com. c, p. 43.) It explains that because a claim for this tort is often based on an antitrust violation, antitrust legislation “and the very extensive case law that has developed as a gloss upon it are pertinent to a great number of the [tort] cases . . . ,” 7 (Id. at pp. 42-43; see also id., § 767, com. c, p. 31 [“conduct that is in violation of antitrust provisions or is in restraint of trade” may make interference “improper”].) Finally, as I have already explained, the federal courts have based their proximate causation analysis on common law principles, which are no less applicable in defining the scope of the common law tort. Given this overlap, we should follow the extensive antitrust case law and decline to extend tort liability to plaintiffs, like KSC, that allege only remote, indirect, and derivative injury.

Moreover, a claim for intentional interference with prospective economic advantage by a plaintiff with only remote, indirect, and derivative injuries implicates the same factors the federal courts have cited in precluding antitrust recovery for such injuries. Allowing recovery under these circumstances creates a risk of duplicative recovery. Here, for example, the lost commission KSC seeks to recover represents a percentage of the contract price MacDonald would have paid to KSC had MacDonald obtained the contract. There are, no doubt, others who also stood to gain from the award of the contract to MacDonald and who would have claims to other portions of the contract price. There is “no principled way to cut off a myriad of other *1187 indirect claimants” who can each “claim that their business was somehow impacted or adversely affected by” MacDonald’s loss of the contract. (Sharp v. United Airlines, Inc. (10th Cir. 1992) 967 F.2d 404, 409 [dismissing antitrust and prospective economic advantage claims of employees alleging that the defendant’s illegal conduct destroyed their employer].) Of course, MacDonald may also sue for the entire contract price. Moreover, MacDonald, which is absent from this action, has an interest in protecting its right to recover. Finally, given MacDonald’s much more direct connection to Lockheed’s alleged interference, denying KSC a remedy for its alleged remote, indirect, and derivative injury is not likely to leave tortious conduct undetected or unremedied. Thus, “the social interest in the efficient administration of justice and the avoidance of multiple litigation” supports a rule precluding a plaintiff like KSC from maintaining a claim for intentional interference with prospective economic advantage where the plaintiffs injury only remotely and indirectly follows from a defendant’s alleged interference with the prospective economic advantage of some third party. (Illinois Brick, supra, 431 U.S. at p. 738 [97 S.Ct. at pp. 2070-2071].) There is simply insufficient reason for the law to “shoulderQ these difficulties” when “those directly injured” can “be counted on to bring suit for the law’s vindication.” ( Holmes, supra, 503 U.S at p. 273 [ 112 S.Ct. at p. 1320 ].) “The existence of an identifiable class of persons whose self-interest would normally motivate them to” sue “diminishes the justification for allowing . . . more remote parties],” such as KSC, to maintain an action. (Associated General, supra, 459 U.S. at p. 542 [103 S.Ct. at pp. 910-911].)

Indeed, courts applying New York law have reached precisely this conclusion and have held that parties with indirect and remote injuries may not recover for intentional interference with prospective economic advantage. Like California, New York precludes recovery for intentional interference with prospective economic advantage “unless the means employed by [the defendant] were wrongful.” (NBT Bancorp Inc. v. Fleet/Norstar Financial Group, Inc. (1996) 87 N.Y.2d 614 [ 641 N.Y.S.2d 581, 585 , 664 N.E.2d 492, 496 ].) In addition, “under New York law, in order for a party to make out a claim . . . , the defendant must interfere with the business relationship directly; that is, the defendant must direct some activities towards the third party and convince the third party not to enter into a business relationship with the plaintiff. [Citation.]” (Fonar Corp. v. Magnetic Resonance Plus, Inc. (S.D.N.Y. 1997) 957 F.Supp. 477, 482 .) Applying this rule, in G.K.A. Beverage Corp. v. Honickman (2d Cir. 1995) 55 F.3d 762, 768 , the court held that soft drink distributors could not state a claim for intentional interference with prospective economic advantage by alleging that the defendants’ acts to drive out of business a bottling company with which the distributors had contracted “interfered with their relationships with retailers and other final *1188 purchasers of soft drinks.” The court explained: “[The defendants’] alleged goal was to obtain a monopoly in bottling, and the distributors’ relationship with their retail customers is irrelevant to that goal. The distributors thus make no allegations that [the defendants] had any contact with the distributors’ customers or that [the defendants] tried to convince the customers to make contracts with them rather than the distributors. It is axiomatic that, in order to prevail on this claim, the distributors would have to show that the [defendants] intentionally caused the retailers not to enter into a contractual relationship with them. [Citations.] The distributors cannot allege such intentional interference, and their claim therefore fails.” (Ibid.) 8

In Piccoli A/S v. Calvin Klein Jeanswear Co. (S.D.N.Y 1998) 19 F.Supp.2d 157, 167-168 , the court applied similar principles in dismissing a claim for tortious interference with business relations. The plaintiff alleged that the defendant exported “surplus Calvin Klein jeans to ‘lower-end stores’ in Scandinavia and that the presence of these jeans in lower-end stores caused [the plaintiff’s] exclusively upper-end clients to cease doing business with it.” (Id. at p. 167, fn. omitted.) The court held “that such an indirect relationship cannot form the basis of a tortious interference claim. fl|] . . . ‘[U]nder New York law, ... the defendant must interfere with the business relationship directly; that is, the defendant must direct some activities towards the third party and convince the third party not to enter into a business relationship with the plaintiff.’ ffl] Here, [the plaintiff’s claim fails because] the defendants’ alleged conduct concededly was not directed towards any third party with whom [the plaintiff] had an existing or prospective business relationship.” (Id. at pp. 167-168, fn. omitted.) 9

In summary, regarding the fundamental policy question of proximate cause, we should adopt the approach of the courts applying federal and New York law and hold that parties who allege only remote, indirect, and *1189 derivative injury may not recover for intentional interference with prospective economic advantage. Applying this principle here, KSC’s claim fails because Lockheed’s alleged acts were not directed towards MacDonald or any other third party with which KSC had a prospective economic advantage; they were directed solely towards the Republic of Korea.

The majority’s explanation for disregarding these decisions is demonstrably incorrect. The majority asserts that because the federal antitrust decisions “analy[ze] ... the statutory language of the Clayton Act, as well as its relevant legislative history and objectives,” they are “inapplicable” in determining “standing to bring a claim” for intentional interference with prospective economic advantage, which is governed by the “common law.” (Maj. opn., ante, at pp. 1163-1164, in. 13.) However, the high court’s decisions in both Blue Shield and Associated General conclusively refute the majority’s assertion. In Blue Shield, the court explained that “neither the statutory language nor the legislative history of [the Clayton Act] offers any focused guidance on the question of which injuries are too remote” to support recovery. (Blue Shield, supra, 457 U.S. at p. 477 [ 102 S.Ct. at p. 2547 ].) “[I]ndeed,” the court observed, the Clayton Act’s “unrestrictive language” and “the avowed breadth of the congressional purpose, cautions [szc] us not to cabin [the Clayton Act] in ways that will defeat its broad remedial objective.” (Ibid) Finding no “direct guidance from Congress” for determining whether “a particular injury is too remote ... to warrant. . . standing” under the Clayton Act, the court turned to the “analysis . . . employed traditionally by courts at common law with respect to the matter of ‘proximate cause.’ [Citations.]” (Ibid., italics added, in. omitted.) Similarly, in Associated General, the high court explained that despite the breadth of the Clayton Act’s statutory language and its legislative history, “common-law rules” and “constraints” govern remoteness questions in “antitrust damages litigation.” (Associated General, supra, 459 U.S. at p. 533 [103 S.Ct. at pp. 905-906].) Thus, in addressing remoteness issues under the Clayton Act, the high court has expressly looked to the common law, not, as the majority asserts, to the Clayton Act’s statutory language or legislative history. The majority’s rationale for disregarding the federal cases is, therefore, erroneous. We should follow the federal antitrust cases precisely because they apply common law remoteness principles. 10

*1190 III. The Majority’s Substantial Certainty Standard Is Incorrect Under Prior California Decisions.

The majority holds that to state a claim for intentional interference with prospective economic advantage, a plaintiff need not “plead that the defendant acted with the specific intent, or purpose, of disrupting the plaintiff’s prospective economic advantage.” (Maj. opn., ante, at p. 1153.) “Instead,” the majority states, “to satisfy the intent requirement for this tort, it is sufficient to plead that the defendant knew that the interference was certain or substantially certain to occur as a result of its action.” (Ibid.)

The majority’s conclusion is incorrect under existing California law. In Seaman’s Direct Buying Service, Inc. v. Standard Oil Co. (1984) 36 Cal.3d 752, 758 [ 206 Cal.Rptr. 354 , 686 P.2d 1158 ] (Seaman’s), we expressly considered whether “ ‘intent’ [is] an element of a cause of action for intentional interference with contractual relations.” We answered this question affirmatively, holding: “[I]n an action for inducing breach of contract it is essential that plaintiff plead and prove that the defendant ‘intended to induce a breach thereof . . . .’ [Citations.] Similarly, to prevail on a cause of action for intentional interference with prospective economic advantage, plaintiff must plead and prove ‘intentional acts on the part of the defendant designed to disrupt the relationship.’ [Citations.]” (Id. at p. 766.) Thus, we rejected the plaintiff’s argument “that [the defendant’s] ‘intent’ to interfere with the contract is not a necessary prerequisite to liability.” (Id. at pp. 766-767, fn. omitted.) Notably, in defining the intent requirement, we also expressly rejected the plaintiff’s argument that to establish intent, it is necessarily sufficient to show that the defendant “knew that interference with the contract was ‘substantially certain’ to result from its conduct.” (Id. at p. 765.) We explained: “Intent, of course, may be established by inference as well as by direct proof. Thus, the trial court could properly have instructed the jury that it might infer culpable intent from conduct ‘substantially certain’ to interfere with the contract. Here, though, the jury was instructed that culpable intent was ‘deemed’ to exist if [the defendant] knew that its conduct would interfere with the contract. Under the principles outlined above, this instruction was clearly error.” (Id. at p. 767.) Thus, Seaman’s rejects the very standard the majority here adopts. Our Courts of Appeal have followed Seaman’s in this regard. (E.g., Kasparian v. County of Los Angeles (1995) 38 Cal.App.4th 242, 270-271 [ 45 Cal.Rptr.2d 90 ]; Savage v. Pacific Gas & Electric Co. (1993) 21 Cal.App.4th 434, 449 [ 26 Cal.Rptr.2d 305 ].)

*1191 In reaching its conclusion, the majority virtually ignores our holding in Seaman’s and relies instead on dictum in Quelimane Co. v. Stewart Title Guaranty Co. (1998) 19 Cal.4th 26 [ 77 Cal.Rptr.2d 709 , 960 P.2d 513 ] (Quelimane). (Maj. opn., ante, at pp. 1155-1157.) In Quelimane, the only issue the defendant raised in challenging the adequacy of the plaintiffs claim for intentional interference with contract was the plaintiffs failure to allege that the defendant’s conduct was “wrong.” (Quelimane, supra, 19 Cal.4th at p. 55 .) We disagreed, holding that “[w]rongfulness independent of the inducement to breach the contract is not an element of the tort of intentional interference with existing contractual relations . . . .” (Ibid.) In dictum, we went on to state: “Moreover, the tort of intentional interference with performance of a contract does not require that the actor’s primary purpose be disruption of the contract. As explained in comment j to section 766 of the Restatement Second . . . : ‘The rule stated in this Section is applicable if the actor acts for the primary purpose of interfering with the performance of the contract, and also if he desires to interfere, even though he acts for some other purpose in addition. The rule is broader, however, in its application than to cases in which the defendant has acted with this purpose or desire. It applies also to intentional interference, as that term is defined in § 8A, in which the actor does not act for the purpose of interfering with the contract or desire it but knows that the interference is certain or substantially certain to occur as a result of his action. The rule applies, in other words, to an interference that is incidental to the actor’s independent purpose and desire but known to him to be a necessary consequence of his action, [f] ‘The fact that this interference with the other’s contract was not desired and was purely incidental in character is, however, a factor to be considered in determining whether the interference is improper.’” (Quelimane, supra, 19 Cal.4th at p. 56 , in. omitted.)

For several reasons, Quelimane is insufficient authority to support the majority’s holding. First, as already noted, Quelimane’s discussion of the intent requirement is dictum because the defendant did not raise this issue. It is dictum for another reason as well] the complaint in Quelimane “allege[d] that ‘defendants . . . ha[d] deliberately, willfully, and intentionally interfered with the [plaintiffs] contractual relations . . . .’ ” (Quelimane, supra, 19 Cal.4th at p. 57 .) Thus, we had no need in Quelimane to consider whether an allegation of substantial certainty is enough to state a claim. 11 Second, Quelimane’s dictum addressed the intent requirement for interference with contract, not intentional interference with prospective economic advantage. *1192 (Quelimane, at p. 56.) As Quelimane also explained, because existing contracts “receive[] greater solicitude” than merely prospective economic advantages, the elements of interference with contract and intentional interference with prospective economic advantage are not identical. (Id. at pp. 55-56.) We made the same point earlier in Della Penna , explaining that “[e]conomic relationships short of contractual”—i.e., prospective economic relationships—“should stand on a different legal footing as far as the potential for tort liability is reckoned.” (Della Penna, supra, 11 Cal.4th at p. 392 .) Logically, because prospective economic advantages receive less protection than existing contracts, the intent requirement for intentional interference with prospective economic advantage should be heightened. Third, Quelimane did not involve a plaintiff, like KSC, whose alleged injuries were only an indirect and remote consequence of the defendant’s conduct; the complaint in Quelimane alleged that the defendants directly interfered with the plaintiffs’ existing land sales contracts by refusing to issue title insurance. ( Quelimane, supra, 19 Cal.4th at pp. 55-57.) Because remoteness was not a factor in Quelimane, its dictum regarding the intent required to recover for direct injuries carries even less weight in the case now before us. Finally, Quelimane did not consider or even cite Seaman’s, which directly considered the intent question and held that proof of substantial certainty permits an inference of intent, but that substantial certainty is not a substitute for or an alternative articulation of intent to interfere.

The majority gives only slightly more consideration to Seaman’s than did Quelimane-, its discussion is as incorrect as it is brief. Relegating Seaman’s to a mere footnote, the majority states that in Della Penna , “we expressly disapproved of’ Seaman’s “to the extent that it was inconsistent with Della Penna.” (Maj. opn., ante, at p. 1155, fn. 7.) The majority’s statement, though accurate (see Della Penna, supra, 11 Cal.4th at p. 393, fn. 5 ), is completely irrelevant because with regard to the intent requirement, Seaman’s is not in any way inconsistent with Della Penna. Della Penna never discussed the intent requirement and, as the majority concedes, did not affect the elements of the tort other than to add the wrongfulness requirement. (Maj. opn., ante, at pp. 1153-1154.) Consistent with its concession, the majority cites nothing in Della Penna to support its (the majority’s) suggestion that Seaman’s is somehow inconsistent with Della Penna with regard to the intent requirement. The majority also stresses Della Penna’s observation that Seaman’s “ ‘rel[ied] on the first Restatement [of Torts] . . . without reviewing or even mentioning intervening revaluations of the tort by the Restatement Second, other state high courts and our own Court of Appeal.’ [Citation.]” (Maj. opn., ante, at p. 1155, fn. 7.) However, in Seaman’s, we based our holding regarding the intent requirement on prior decisions of both this court and our Courts of Appeal, and mentioned the first Restatement of Torts only briefly. *1193 (Seaman’s, supra, 36 Cal.3d at pp. 765-767.) Notably, the majority fails to cite a single decision from our Courts of Appeal—or from the courts of other states—that Seaman’s should have, but failed to, consider. Nor did Quelimane cite a case from either California or from some other jurisdiction to support its dictum regarding the intent requirement; as I have already explained and as the majority acknowledges (maj. opn., ante, at p. 1155, fn. 7), Quelimane completely ignored Seaman’s (and the cases following it) and relied instead exclusively on the Restatement Second. Unlike the majority, I consider a prior holding of this court to be more binding—and “a better representation” of California law (maj. opn., ante, at p. 1155, fn. 7)—than the Restatement Second, or dictum that relied exclusively on the Restatement Second.

The other basis for the majority’s conclusion—that specific intent to interfere is unnecessary in light of Della Penna’s wrongful act requirement for intentional interference with prospective economic advantage (maj. opn., ante, at pp. 1159-1162)—is both questionable and ironic. It is questionable because, as I have explained and as the majority acknowledges (maj. opn., ante, at pp. 1153-1154), Della Penna never discussed the intent requirement or considered whether the wrongful act requirement would affect the intent requirement. The majority’s analysis is ironic because, as I have also already explained, our purpose in Della Penna in adopting the wrongful act requirement was to restrict the scope of the tort of intentional interference with prospective economic advantage. The majority again turns Della Penna on its head by citing its wrongful act requirement as justification for relaxing the intent requirement and greatly expanding the tort’s scope. Thus, the majority’s conclusion that a plaintiff may state a claim by pleading “that the defendant knew that the interference was certain or substantially certain to occur,” and need not “plead that the defendant acted with the specific intent . . . of disrupting the plaintiffs prospective economic advantage” (maj. opn., ante, at p. 1153), is inconsistent with California case law. Under Seaman’s and the cases following it, a plaintiff who alleges injury that only remotely and indirectly follows from a defendant’s intentional interference with the prospective economic advantage of some third party should be allowed to recover, if at all, only upon pleading and proving that the defendant specifically intended to interfere with the plaintiffs prospective economic advantage.

Finally, I disagree with the majority’s assertion that its substantial certainty requirement “is an appropriate limitation on both the potential number of plaintiffs that may bring a claim under this tort and the remoteness of these plaintiffs to a defendant’s wrongful conduct.” (Maj. opn., ante, at *1194 p. 1165.) As explained in the law review article on which the majority relies, “[e]conomic relationships are intertwined so intimately that disruption of one may have far-reaching consequences. Furthermore, the chain reaction of economic harm flows from one person to another without the intervention of other forces. Courts facing a case of pure economic loss thus confront the potential for liability of enormous scope, with no easily marked intermediate points and no ready recourse to traditional liability-limiting devices such as intervening cause.” (Perlman, Interference with Contract and Other Economic Expectancies: A Clash of Tort and Contract Doctrine, supra, 49 U. Chi. L.Rev. at p. 72, fns. omitted.) However, “if a plaintiff suffering economic loss is required to show that [the defendant] knew of [the plaintiffs] contract or expectancy and purposely disrupted it, the number of successful plaintiffs and the extent of liability are considerably smaller.” (Id. at p. 77, italics added.) Thus, “requiring the plaintiff to show intent by the defendant to interfere with a particular contract” or expectancy would help “distinguish[] the plaintiffs loss from injuries resulting more indirectly from the defendant’s act.” (Id. at p. 76, fn. omitted.) By contrast, the majority’s relaxed substantial certainty requirement does little to narrow the enormous scope of potential liability for harm to economic relationships and offers “no principled way to cut off a myriad of other indirect claimants” who can each “claim that their business was somehow impacted or adversely affected by” MacDonald’s loss of the contract. 12 (Sharp v. United Airlines, Inc., supra, 967 F.2d at p. 409 .)

IV. Conclusion.

In “[allowing suits by those injured only indirectly,” the majority “open[s] the door to” greatly expanded liability for intentional interference with prospective economic advantage. (Holmes, supra, 503 U.S. at p. 274 [ 112 S.Ct. at p. 1321 ].) Ironically, in doing so, it relies principally on a requirement—the defendant’s commission of an independently wrongful act—that we established specifically to restrict liability. Based on the relevant policy considerations and case law, I would hold that a plaintiff whose alleged injury only indirectly and remotely follows from the defendant’s interference with the prospective economic advantage of some third party may not maintain an action for intentional interference with prospective *1195 economic advantage. Therefore, I would affirm the trial court’s dismissal of KSC’s claim.

Brown, J., concurred.

The majority asserts that these statements were “merely made in furtherance of Buckaloo’’ s central thesis: that the existence of a contract is not necessary to maintain an action for intentional interference with prospective economic advantage.” (Maj. opn., ante, at p. 1158, fn 10.) What the majority fails to understand, and what the statements I have quoted establish, is that this thesis does not, as the majority incorrectly concludes, imply that an action for intentional interference with prospective economic advantage may be brought where there is a valid contract.

Buckaloo also cited Bernhardt, California Real Estate Transactions (Cont.Ed.Bar 1974 supp.) section 5.81. (Buckaloo, supra, 14 Cal.3d at p. 823 .) That source did not address the issue or otherwise support Buckaloo’s statement.

Comment b of section 767 of the Restatement Second makes the same point. In discussing “the interplay between” a defendant’s “motive” and “the nature of [his or her] conduct,” it states, in equivocal terms, that “[i]f the conduct is independently wrongful... the desire to interfere with the other’s contractual relations may be less essential to a holding that the interference is improper.” (Rest.2d, § 767, com. on cl. b, p. 33, italics added.)

As should be clear, I do not, as the majority states, “assert[]” that section 767 of the Restatement Second does not apply to intentional interference with prospective economic advantage. (Maj. opn., ante, at p. 1163, fn. 12.) What I do assert is that given the Restatement Second’s caution that “the weight carried by” the various factors “may vary considerably” with respect to the different interference torts (Rest.2d, § 767, com. a, p. 27), the majority errs in simply assuming that comment h’s discussion of remoteness in the context of interference with contract necessarily applies to the same extent to intentional interference with prospective economic advantage.

Nor does the passage the majority cites from the concurring opinion in Della Penna (maj. opn., ante, at p. 1163) address recovery where the defendant’s alleged act of interference is not directed towards the plaintiff or towards anyone with whom the plaintiff has an existing or prospective economic relationship. (Della Penna, supra, 11 Cal.4th at p. 409 (conc. opn. of Mosk, J.).)

See also S.W. Suburban Bd. of Realtors v. Beverly Area Plan. Ass’n (7th Cir. 1987) 830 F.2d 1374, 1378 (corporate president who may have lost commissions as a result of alleged antitrust violation may not maintain antitrust action, because “[m]erely derivative injuries sustained by employees, officers, stockholders, and creditors of an injured company do not constitute ‘antitrust injury’ sufficient to confer antitrust standing”); Warnick v. Washington Educ. Ass’n (E.D.Wash. 1984) 593 F.Supp. 66, 67-69 (commissions that sales agents lost due to the defendant’s attempt to restrain trade were derivative injury and could not support antitrust claim).

The significance of the Restatement Second’s discussion is not, as the majority incorrectly suggests (maj. opn., ante, at pp. 1163-1164, fn. 13), diminished by the Restatement Second’s further observation that complete discussion of antitrust law is “outside the scope of the Restatement of Torts.” (Rest.2d, § 768, com. f, p. 43.)

For similar reasons, the court also held that the distributors’ antitrust claim failed as a matter of law. The court explained that the distributors’ injury was “derivative of’ the bottling company’s injury, and that “a party in a business relationship with an entity that failed as a result of an antitrust violation” does “not have standing to bring an antitrust claim.” (G.K.A. Beverage Corp. v. Honickman, supra, 55 F.3d at pp. 766-767.) This rale, the court explained, “follows naturally” from the mle that “ ‘[mjerely derivative injuries sustained by employees, officers, stockholders, and creditors of an injured company do not . . . confer antitmst standing.’ [Citation.]” (Id. at p. 766.)

Apparently, under New York law, instead of showing wrongful means, a plaintiff may alternatively show that the defendant “acted for the sole purpose of inflicting intentional harm on plaintiffs.” (NBT Bancorp, Inc. v. Fleet/Norstar Financial Group, Inc. (1995) 215 A.D.2d 990 [ 628 N.Y.S.2d 408, 410 ].) This fact does not undermine my conclusion that we should follow New York law regarding remoteness. On the contrary, it reinforces my conclusion, because a defendant who acts solely to harm the plaintiff is at least as blameworthy as a defendant who uses wrongful means and is only substantially certain that the plaintiff will be harmed.

Notably, in the Court of Appeal, even KSC agreed that federal cases addressing “standing under the antitrust laws provide useful guidance ... in determining the reach of the tort of intentional interference with prospective economic advantage." Similarly, the law review article on which the majority relies (maj. opn., ante, at p. 1163) states that “[i]n a business competition setting, antitrust laws . . . may serve as a yardstick for liability,” and it argues for “[¡Incorporating the fluid doctrines of antitrust into an unlawful means test for tortious *1190 interference . . . .” (Perlman, Interference with Contract and Other Economic Expectancies: A Clash of Tort and Contract Doctrine, supra, 49 U. Chi. L.Rev. at p. 98, fn. omitted.)

The same is true in the case now before us, because KSC’s complaint alleges that Lockheed “intentionally indue[ed]” the Republic of Korea to award the contract to Lockheed “[i]n order to disrupt” KSC’s relationship with MacDonald. Thus, it is unnecessary to decide whether a complaint alleging only substantial certainty adequately states a claim.

For example, although the majority states that a defendant’s interference “becomes less certain as . . . the identity of potential victims becomes more vague” (maj. opn., ante, at p. 1165), at least one California court has held that recovery is available as long as the plaintiff was “ ‘identified [to the defendant] in some manner,’ ” even if the defendant did not know “of the injured party’s specific identity or name.” (Ramona Manor Convalescent Hospital v. Care Enterprises (1986) 177 Cal.App.3d 1120, 1133 [ 225 Cal.Rptr. 120 ].)