Quelimane Co. v. Stewart Title Guaranty Co. (1998) 19 Cal.4th 26; CACI No. 2201
Interference with contract: the tort where you do not have to prove the defendant did anything wrong
A claim in California superior courts · Last verified August 26, 2026
You have a contract. A stranger to it persuades the other side to break it. That is a tort in California, and you do not have to show the stranger did anything independently unlawful.
That is the distinctive feature of this claim and the reason it is worth pleading. Its sibling tort — interference with a prospective relationship, where no contract exists yet — does require independently wrongful conduct. The difference is deliberate: a binding contract gets more protection than a hope.
But the line moved in 2020. Where the contract is terminable at will, California now requires independent wrongfulness after all — because a contract anyone may cancel tomorrow is closer to an expectancy than to a binding promise.
What the claim is
A third party knew about your contract and intentionally caused it to be breached or disrupted.
The defendant must be a stranger to the contract. A party to the contract cannot be liable for interfering with it — that is breach, and it is a different claim with different remedies. The rule extends to a contracting party's own agents acting within the scope of their agency.
Where the right comes from
Common law. Quelimane Co. v. Stewart Title Guaranty Co. (1998) 19 Cal.4th 26 states the elements.
What a plaintiff has to prove — CACI No. 2201
- There was a valid contract between the plaintiff and a third party.
- The defendant knew of the contract.
- The defendant's conduct prevented performance or made performance more expensive or difficult, or the defendant intended to disrupt the contractual relationship.
- There was actual breach or disruption.
- The plaintiff was harmed, and the defendant's conduct was a substantial factor in causing it.
What the plaintiff does not have to prove is that the defendant's means were wrongful. Intentional inducement of a breach is itself the wrong. The Supreme Court has been explicit that this claim does not carry the independent-wrongfulness requirement that governs the prospective-advantage tort.
Nor is a breach strictly required. Interference that makes performance more burdensome or expensive — disruption short of breach — supports the claim.
The at-will exception — Ixchel
Ixchel Pharma, LLC v. Biogen, Inc. (2020) 9 Cal.5th 1130 held that a plaintiff must plead an independently wrongful act where the contract interfered with is terminable at will.
The reasoning is competition policy. A party free to walk away from a contract tomorrow gives the other side no settled expectation, so inducing them to exercise that freedom is closer to ordinary competitive conduct than to inducing a breach. Treating it as automatically tortious would make routine business competition actionable.
So the first question in any of these cases is what kind of contract it was. Fixed-term and binding: no wrongfulness requirement. Terminable at will: independent wrongfulness required, and the claim becomes considerably harder.
"Independently wrongful" means conduct proscribed by some constitutional, statutory, regulatory, common law, or other determinable legal standard — a definition supplied in Korea Supply Co. v. Lockheed Martin Corp. (2003) 29 Cal.4th 1134 and applied across both interference torts.
How long you have to file
Two years, under CCP § 339, as an action on an obligation not founded on a written instrument.
This surprises people, because the claim concerns a contract, and the contract itself may carry four years under CCP § 337. But the claim against the interfering stranger is a tort, and it takes the shorter period.
A plaintiff who sues the breaching party first and the interferer later can find the tort claim barred while the contract claim is still comfortably alive. That mismatch is the practical trap on this page.
The discovery rule applies, which matters because interference is frequently concealed — the plaintiff often knows only that the counterparty walked away.
What has to happen before you file
Nothing.
Unless a public entity is a defendant, in which case the Government Claims Act's six-month presentation requirement applies.
Who can be sued — and who cannot
Any stranger to the contract.
Not a party to it, and not that party's agent or employee acting within the scope of their agency. A corporate officer who causes the corporation to breach its own contract is not liable for interference, because they are not a stranger to it.
Not, generally, a parent company interfering with its subsidiary's contract, on the same reasoning.
But an agent acting for their own benefit rather than the principal's may lose the protection, which is where these cases against individuals are fought.
Common defenses
The defendant was not a stranger to the contract. The first defense, and often dispositive on demurrer.
No knowledge of the contract.
No valid contract — an unenforceable agreement cannot support the tort, though an at-will or voidable contract can.
Justification or privilege. A defendant with a legitimate economic interest in the contract's subject matter — a competitor, a lender protecting collateral, a party advising a client — may be privileged to interfere. The burden is on the defendant.
The Ixchel defense — the contract was terminable at will and nothing independently wrongful was done.
The manager's privilege, for an agent acting within the scope of their duties.
Anti-SLAPP, and this claim is a prime target. Interference claims arising from litigation, from statements to a government body, or from public advocacy are squarely within CCP § 425.16, and a successful motion carries a mandatory fee award, an automatic discovery stay, and immediate appealability. A cease-and-desist letter, a complaint to a regulator, or a lawsuit against your counterparty are all protected activity.
The § 425.17 commercial speech exemption can defeat the motion where the interference consisted of representations about the defendant's own business goods or services to customers.
The litigation privilege, Civil Code § 47(b), which is absolute and defeats the claim outright where the interference consisted of communications in or about a judicial proceeding.
What the claim pays
Contract damages — the value of the lost performance.
And more than the contract would have paid, which is the reason to bring it. Because this is a tort:
Consequential damages beyond what contract law's foreseeability rules would allow.
Emotional distress damages, where the interference caused them.
Punitive damages under Civil Code § 3294 on clear and convincing proof of oppression, fraud, or malice — unavailable on the underlying contract claim against the breaching party, available here against the interferer.
No fee-shifting under the claim itself. A contractual fee clause between the plaintiff and the breaching party does not reach a stranger to the contract, and Civil Code § 1717 reciprocity does not apply to a tort claim against a non-party.
Jury trial: yes.
What people get wrong
"I have to prove they did something illegal." Not for a binding, fixed-term contract. Intentional inducement of the breach is itself the wrong.
"That rule covers all contracts." Not since Ixchel. An at-will contract requires independent wrongfulness.
"I can sue the other contracting party for interference." You cannot. A party to a contract cannot interfere with it. Sue for breach.
"I can sue the CEO who made the company breach." Generally not, unless they acted for their own benefit rather than the company's.
"There has to have been an actual breach." Disruption that makes performance more expensive or difficult is enough.
"I have four years because it's about a contract." Two years. It is a tort.
"They sued my customer, so that's interference." That is petitioning activity — anti-SLAPP and the litigation privilege both apply.
Where it came from
The tort began in the nineteenth century as a rule against enticing away another's servant and grew into a general protection for contractual relationships. California adopted it early and, unlike some states, kept it free of any requirement that the defendant's means be independently unlawful.
The pressure on that choice came from competition policy. In Della Penna v. Toyota Motor Sales, U.S.A., Inc. (1995) 11 Cal.4th 376, the Supreme Court restructured the prospective interference tort to require independently wrongful conduct, on the reasoning that competing for another's customers is what markets are for. It expressly preserved the stricter rule for existing contracts.
For twenty-five years the line sat exactly there, and it was clean: contract, no wrongfulness requirement; expectancy, wrongfulness required.
Ixchel (2020) moved it. By carving at-will contracts out of the protected category, the Court recognised that the formal presence of a contract does not always reflect a settled expectation. The line is now drawn by the contract's terminability rather than by its existence — a more accurate distinction, and a harder one to apply at the pleading stage.
Common questions
Do I have to prove the defendant did something unlawful?
Not if the contract was binding and not terminable at will. Intentionally inducing a breach is itself the tort. If the contract was terminable at will, Ixchel requires you to plead an independently wrongful act.
Can I sue the person who broke the contract for interference?
No. A party to a contract cannot interfere with it. That claim is breach of contract, and it does not carry punitive damages.
How long do I have?
Two years — it is a tort, not a contract claim, even though a contract is at its centre. The underlying breach of contract claim may carry four, which catches people out.
Does there have to be an actual breach?
No. Conduct that disrupts the relationship or makes performance more expensive or difficult is enough.
What can I recover that a breach of contract claim would not give me?
Consequential damages beyond contract foreseeability, emotional distress in the right case, and punitive damages — none of which are available against the party who merely breached.
They filed a lawsuit against my customer. Is that interference?
Almost certainly not a viable claim. Litigation is protected petitioning activity, so the anti-SLAPP statute applies with a mandatory fee award, and the litigation privilege bars the claim outright.