Andy Piucci v. The Clorox Company

[DO NOT PUBLISH]
IN THE UNITED STATES COURT OF APPEALS
FOR THE ELEVENTH CIRCUIT
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No. 21-10522
Non-Argument Calendar
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D.C. Docket No. 1:19-cv-03759-TCB
ANDY PIUCCI,
Plaintiff-Appellant,
versus
THE CLOROX COMPANY,
Defendant-Appellee.
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Appeal from the United States District Court
for the Northern District of Georgia
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(August 17, 2021)
Before WILSON, ROSENBAUM, and ANDERSON, Circuit Judges.
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PER CURIAM:
Andy Piucci appeals the dismissal of his suit against the Clorox Company
(“Clorox”), in which he claimed tortious interference with business relations under
Georgia law. The district court found that Piucci had failed to establish the
essential elements of a Georgia-law claim for tortious interference with business
relations, and it therefore granted summary judgment to Clorox on that claim, as
well as Piucci’s related claims for punitive damages and attorney’s fees. On
appeal, Piucci argues that his evidence was sufficient to support each of his claims.
For the following reasons, we affirm.
We review a grant of summary judgment de novo, viewing all facts in the
light most favorable to the non-moving party—in this case, Piucci—and drawing
all reasonable inferences in that party’s favor. McCullum v. Orlando Reg’l
Healthcare Sys., Inc., 768 F.3d 1135, 1141 (11th Cir. 2014). Summary judgment
is appropriate where there is no genuine issue as to any material fact, and the
moving party is entitled to judgment as a matter of law. Id.
We presume the parties to be well-acquainted with the record in this case
and summarize only those background facts that are relevant to resolving the issues
on appeal (viewed in the light most favorable to Piucci). Piucci left Clorox in
2016, after fifteen years of employment, due to an age-discrimination grievance.
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Shortly thereafter, Piucci began performing consulting work for Osceola Capital
Management, which later became I&I Sales Group, LLC (“I&I”). I&I eventually
sought to acquire Bull’sEye, Inc. (“Bull’sEye”), an agency used by Clorox to
market its products, and there were discussions of hiring Piucci in an executive
position following the acquisition. During negotiations, however, Clorox voiced
concerns about Piucci’s role in the venture and—according to Piucci—refused to
approve it if he remained involved. The merger of I&I and Bull’sEye ultimately
went forward, but Piucci did not receive the position that he was previously
promised.
In Georgia, a plaintiff seeking to recover for tortious interference with
business relations must prove that the defendant: (1) acted improperly and without
privilege; (2) acted maliciously with the intent to injure; (3) induced a third party
or parties not to enter into or continue a business relationship with the plaintiff; and
(4) caused the plaintiff financial injury. Sweet City Landfill, LLC v. Lyon, 352 Ga.
App. 824, 834, 835 S.E.2d 764, 774 (2019). In this context, “privilege” means
“legitimate economic interests of the defendant” or “a legitimate relationship of the
alleged interloper or meddler” to the business transaction. Trico Env't Servs., Inc.
v. Knight Petroleum Co., 357 Ga. App. 826, 835, 849 S.E.2d 538, 545 (2020).
Thus, “[t]he defendant must be a stranger to both the contract and the business
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relationship giving rise to and underpinning the contract for the conduct to be
tortious interference.” Id.
Here, the conduct alleged by Piucci does not constitute tortious interference
with business relations because Clorox possessed legitimate economic interests in
the merger of I&I and Bull’sEye. Even when accepting Piucci’s version of events
as true, it is undisputed that Bull’sEye was an agency affiliated with Clorox and
involved with the sale of Clorox’s products. Thus, Clorox had legitimate
economic reasons to oppose giving Piucci, who left Clorox amid accusations of
age discrimination, a leadership role in the entity that would acquire Bull’sEye.1
Because Piucci has not established that Clorox acted without privilege—i.e.,
without a legitimate economic interest in the transaction at issue—his Georgia-law
claim for tortious interference with business relations fails. Accordingly, we
affirm the judgment of the district court.2
AFFIRMED.
1 We disagree with Piucci’s argument that Clorox’s tortious conduct occurred before its
economic interest in I&I arose. It is true that Piucci would not have played any role in the sale of
Clorox’s products until the merger of I&I and Bull’Eye was complete. But that is precisely why
Clorox did have an interest in opposing the merger to the extent Piucci would be part of it. Thus,
the record establishes that Clorox did not interfere with Piucci’s business dealings until they
began to affect Clorox’s own financial interests.
2 Because Piucci’s sole substantive claim fails, he is not entitled to punitive damages or
attorney’s fees. See ABH Corp. v. Montgomery, 356 Ga. App. 703, 706, 849 S.E.2d 30, 33
(2020) (“The derivative claims of attorney fees and punitive damages will not lie in the absence
of a finding of compensatory damages on an underlying claim.”).
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