Lyon v. Campbell

BYRNES, Judge. From May 1 to August 2, 1996, the following separate but. related cases were tried seriately, before one jury, in the Circuit Court for Prince George’s County: MQIL v. Lyon, et al.; Lyon, et al. v. Campbell, et al.; and Campbell v. Lyon. 1 The judgments in MQIL v. Lyon and Lyon v. Campbell are now before us on appeal. In MQIL v. Lyon, the jury found that appellant John W. Lyon (“Lyon”) tortiously interfered with the Moler Lease Option and the Broyhill Assignment Agreement, both of which would have benefitted Millville Quarry, Inc. (“MQI”) had they been exercised and consummated. The jury also found that Lyon breached a fiduciary duty to MQI.

It awarded compensatory and punitive damages to appellee MQI Liquidating Corporation (“MQIL”), the assignee of MQI. On appeal, Lyon presents four questions for review, which we have rephrased slightly: I. Did MQIL fail as a matter of law to make a submissi-ble case that any allegedly wrongful conduct of Lyon proximately caused the injury alleged by MQIL?

II

Was MQIL’s evidence of Lyon’s alleged misrepresentation insufficient as a matter of law to support a finding that the alleged misrepresentation was made?

III

Was the evidence insufficient as a matter of law to establish that Lyon owed Campbell or MQI a fiduciary obligation and that he breached that obligation?

IV

Was the award of punitive damages plain error? ⁴¹⁷ We answer “yes” to Questions I, II, and III. Accordingly, we reverse the judgment in MQIL v. Lyon, We do not reach Question IV. In Lyon, et al. v. Campbell, et al., the jury found that John W. Lyon, Eleanor Lyon, and Ronald Williams, as beneficiaries and Trustees of the Cub Trust, lacked standing to sue appel-lees Larry Campbell, Yvonne Campbell, Robert Jenkins, Barry Strohm, Edward Storke, and Joan Campbell-Alger in their capacities as shareholders, officers, and directors of MQI and MQIL, for fraud, wrongful conversion, civil conspiracy, and breach of fiduciary duties. On appeal, Lyon presents one question for review: I. Did the trial court err in submitting the issue of standing to the jury and failing to rule that Lyon had standing to sue and was entitled to an accounting to determine the damages for Campbell’s wrongful conversion and breach of fiduciary obligation?

We hold that any error committed by the court in submitting the issue of standing to the jury was harmless and that Lyon’s request for an accounting was rendered moot by the verdict. Accordingly, we affirm the judgment in Lyon, et al. v. Campbell, et al. FACTS MQIL v. Lyon 2 This case arose out of the ashes of the failed business dealings between John W. Lyon and Larry A. Campbell (“Campbell”). Lyon and Campbell met in 1967, when Campbell performed excavation work for a construction project that Lyon was overseeing. Soon thereafter, Lyon became a co-owner with Campbell in Excavation Construction, Inc. (“EC”), a construction enterprise doing business in the Washington, D.C. metropolitan area.

In the 1970s, Lyon and Campbell formed ICE, Inc. (“ICE”), a holding company that owned ⁴¹⁸ several subsidiary construction companies, including EC. Lyon and Campbell were each fifty percent stockholders in ICE. In the late 1970s, EC fell upon hard times. Eventually, it went bankrupt.

Lyon and Campbell had executed personal guarantees of certain bank loans extended to EC. Dominic F. Antonelli (“Antonelli”), a long-time friend and business associate of Lyon, purchased the notes on which Campbell and Lyon were personally liable, to save them from financial ruin. In October 1980, Lyon and Campbell formed MQI for the purpose of mining and hauling limestone and gravel. MQI was operated as a closely held corporation.

At first, Lyon and Campbell each owned forty percent of MQI’s stock and Manus (Mike) Perkins, MQI’s president, owned the remaining twenty percent. In 1984, Lyon and Campbell relinquished 2% of their stock, and Perkins relinquished 1% of his stock. That stock was then transferred to four employees of MQI: Barry R. Strohm, Robert P. Jenkins, Edward W. Storke, and Donald L. Davidson. After the stock transfer, Lyon and Campbell each owned a thirty-two percent interest in MQI, Perkins owned a sixteen percent interest in MQI, and Strohm, Jenkins and Davidson each owned a five percent interest.

Lyon, Campbell, and Perkins each transferred his stock in MQI to a voting trust: Lyon to the Cub Trust; Campbell to the Joan Trust; and Perkins to the Perkins Family Trust. Soon after it was incorporated, MQI entered into negotiations with U.S. Steel to purchase a vacant limestone quarry in Millville, West Virginia. The “Moler Limestone Quarry” consisted of approximately 290 acres of real property owned in fee simple by U.S. Steel and approximately 287 contiguous acres, in which U.S. Steel held a leasehold interest. By 1984, the opportunity was ripe for MQI to purchase the quarry.

Unfortunately, MQI lacked the financial resources to do so; moreover, it needed to obtain funding, in the form of an Industrial Revenue Bond, to finance acquisition of equipment and other assets necessary to operate the quarry. Lyon and Campbell approached Antonelli for assistance. Antonelli agreed to provide the financial backing that MQI needed. ⁴¹⁹ In September, 1984, Antonelli purchased the Moler Limestone Quarry for $940,987.00. On the same day, MQI and Antonelli entered into a royalty agreement (the “Moler Lease”), by which Antonelli allowed MQI to mine the Moler Limestone Quarry in exchange for MQI paying monthly royalties calculated on the tonnage of limestone mined.

The Moler Lease granted MQI an exclusive option to purchase the Moler Limestone Quarry from Antonelli during the first ten years of the lease term. A side agreement between MQI and Antonelli established that, until August 31, 1989, the option purchase price would be equal to Antonelli’s cost of acquisition ($940,-987.00) . Thereafter, the option purchase price would increase to Antonelli’s acquisition cost plus $2 million dollars ($2,940,-987.00) . The terms of the Moler Lease required MQI to exercise its purchase option “by written notification to [Anto-nelli] at least ninety (90) days prior to the date of purchase.” In May, 1985, Suburban Bank, which later became Sovran Bank of Maryland (“Sovran Maryland”), extended a $1 million dollar revolving line of credit to MQI, secured by MQI’s accounts receivable.

This line of credit, also known as a “loan facility,” was personally guaranteed by Lyon, Campbell, and Perkins. David Nelson of Sovran Maryland was the loan officer assigned to the loan facility account. At about the same time, Sovran Maryland extended a $750,000.00 signature loan to MQI. Lyon, Campbell, and Antonelli personally guaranteed that loan.

Joseph Cassidy of Sovran Maryland was the loan officer assigned to the signature loan account. All told, Lyon and Campbell each were potentially personally liable for $1,750,000.00, the full amount of the Sovran Maryland loans guaranteed by them. In the mid-1980s, tensions developed between Lyon and Campbell due, in part, to a dispute over certain actions taken by Perkins and other disagreements about MQI’s business operations. By late-1986, the relationship between Lyon and Campbell had grown increasingly antagonistic.

Each desired to discontinue his business ventures with the other. Lyon wanted to do so by selling MQI. On June 6, 1986, he wrote to Campbell, proposing that MQI be sold and that the issue of ⁴²⁰ the sale of MQI be presented to the shareholders for discussion. Campbell responded by making it known that he was against selling MQI and that he was “strongly opposed to taking any action whatsoever which would suggest to anyone that MQI might be for sale.” The strife between Lyon and Campbell led Antonelli to conclude that he should take steps to dispose of his financial interest in the quarry and to otherwise remove himself from his position as financial backer to MQI.

In July, 1986, Lyon and Antonelli each informed Campbell and the other MQI shareholders that they desired to sell or dispose of their respective interests and positions. The relationship between Lyon and Campbell continued to erode over the next two years. Lyon remained intent upon selling MQI. Campbell and the other MQI shareholders remained opposed to a sale.

Campbell limited Lyon’s access to MQI’s financial records out of concern that Lyon was disclosing proprietary information of the company to competitors in his effort to attract a purchaser for the company or his interest in the company. By 1988, Lyon and Campbell were no longer on speaking terms. Early that year, MQI was negotiating with Sovran Maryland to increase its $1 million dollar loan facility to $3 million dollars. On March 15, 1988, Lyon wrote to David Nelson stating that he would not execute a personal guarantee of a new $3 million dollar loan facility unless all of the MQI stockholders signed personal guarantees for the increased amount also.

As they would not do so, the loan was not increased. Beginning in mid-1988, negotiations began in earnest to settle the disputes between Lyon and Campbell and to determine the direction of MQI. At Lyon’s suggestion, Antonelli represented Lyon in these negotiations and Joel T. Broyhill, a friend and business associate of Campbell, represented Campbell. The negotiations continued through 1988 and into the summer of 1989.

Although Lyon maintained that the negotiations initially concerned a buy-out of his and Antonelli’s interests in MQI and that, by mid-1989, when a buy-out of Anto- ⁴²¹ nelli’s position only was being discussed, Antonelli was no longer negotiating on his behalf, there was ample evidence from which the jury could conclude that Antonelli continued to negotiate not only on his own behalf but also on behalf of Lyon. On June 16, 1989, after the expiration of MQI’s ninety-day notice period for exercising the Moler Lease Option to avoid paying the $2 million dollar penalty, Campbell wrote to Anto-nelli stating that MQI intended “to exercise its option in the [Moler] Lease Agreement to take [Antonelli] out [of MQI] before August 31, 1989.” Antonelli responded on June 21, 1989, stating that he would allow MQI to exercise its purchase option without paying the $2 million dollar penalty on the following conditions: (1) that “[t]he transaction [would be] implemented before the close of business on August 31, 1989,” (2) that “[t]he financial portion of the transaction ... [would be] fully agreed to in all its particulars [and paid] by August 31, 1989,” and (3) that Antonelli would be released from all of his financial obligations relating to MQI. Thereafter, the negotiations between Lyon and Campbell, through Antonelli and Broyhill, focused on achieving an arrangement by which MQI could satisfy these conditions. On August 18, 1989, the negotiations culminated in the execution of an “Assignment Agreement” between Broyhill and Antonel-li. 3 The purpose of the Broyhill Assignment Agreement was to substitute Broyhill for Antonelli as MQI’s financial backer so as to enable MQI to avoid paying the $2 million dollar penalty to purchase the Moler Limestone Quarry.

The Broy-hill Assignment Agreement provided, inter alia, that Broyhill would buy out Antonelli’s interests in MQI, including his ownership of the Moler Limestone Quarry (for Antonelli’s $940,987.00 acquisition cost); that Broyhill would extend the period in which MQI could exercise its purchase option without penalty until the eleventh year of the lease term; and that Broyhill would take Antonelli’s place on the personal guaran ⁴²² tee of the $750,000.00 Sovran Maryland loan. In addition, the Broyhill Assignment Agreement conditioned Broyhill’s obligation to close upon Sovran agreeing to substitute Broyhill for Antonelli on the guarantee of the $750,000.00 signature loan and upon Sovran agreeing to extend the term of the $1 million dollar loan facility to September 30, 1990. The Broyhill Assignment Agreement included an integration clause that merged and superseded all previous “agreements, offers, options, discussions, arrangements or understandings” with respect to its subject matter. Antonelli apprised Lyon of the negotiations leading to the Broyhill Assignment Agreement and the particulars of the agreement, before it was executed.

Although Antonelli and Broyhill were the only signatories to the Broyhill Assignment Agreement, both Campbell and Lyon understood that, to implement the agreement, their interests in and obligations to MQI had to remain status quo. Broyhill would buy out Antonelli’s interest in MQI and step into Antonelli’s shoes by furnishing a personal guarantee in place of Antonelli’s guarantee of the $750,000.00 signature loan; the guarantees of Lyon, Campbell, and Storke would remain in place. In that way, Broyhill would occupy the identical position -with respect to MQI that Antonelli had occupied. At the same time that the Broyhill Assignment Agreement was being negotiated, Lyon was discussing a possible sale of MQI to Evered, PLC (“Evered”), an English company.

In July, 1989, Lyon wrote to Campbell urging that a sale of MQI to Evered be evaluated by MQI’s stockholders. Campbell responded promptly, stating that the other MQI stockholders were not interested in selling MQI and cautioning Lyon against “discussing the company’s business with others.” Nevertheless, Lyon continued discussions with Evered. At trial, Lyon acknowledged that the sale that he was attempting to effectuate would have resulted in the payment of a premium by Evered to him and to Antonelli. On August 23, 1989, four days after the Broyhill Assignment Agreement was executed, Lyon wrote to the MQI shareholders, informing them that Evered was interested in purchasing 100% of MQI’s stock. ⁴²³ Lyon did not inform the shareholders that he would personally profit from such a sale.

Also on August 23, 1989, Broyhill, Antonelli, Campbell, and Storke met with Nelson and Cassidy at Sovran Maryland’s offices and presented them with the proposal for substituting Broyhill for Antonelli on the $750,000.00 signature loan guarantee and a request to increase the $1 million dollar loan facility to $3 million dollars. Campbell testified that he learned from Antonelli, at the outset of the meeting, before the loan officers arrived, that Lyon would not agree to re-sign a $1.75 million dollar personal guarantee on a loan facility in the amount of $3 million dollars. According to Campbell, he had not had any discussions with Antonelli before that day about Lyon remaining on his guarantee of $1.75 million dollars; nor had he had any direct discussions about that issue •with Lyon. The testimony of Antonelli, Campbell, Broyhill, and Nelson established that the August 23, 1989 meeting about substituting Broyhill on Antonelli’s $750,000.00 personal guarantee took place in the context of a discussion about increasing the loan facility to $3 million dollars.

Nelson testified that a substitution of Broyhill for Antonelli on the $750,000.00 signature loan guarantee would have required newly-executed guarantees from Lyon, Campbell and Storke, regardless of whether the loan facility were increased to $3 million dollars. Nelson did not know about the Broyhill Assignment Agreement until the August 23, 1989 meeting. Sovran Maryland had no pre-existing banking relationship with Broyhill. For that reason, according to Nelson, the meeting concluded with Nelson and Cassidy informing the others that they were not comfortable having Broyhill substitute for Antonelli on the $750,000.00 signature loan guarantee.

Nelson and Cassidy were aware that Broyhill had a substantial and long-term banking relationship with Sovran Virginia. They suggested that Broyhill contact Sovran Virginia and try to arrange for a loan through it that could be used to pay off MQI’s $750,000.00 Sovran Maryland loan. Nelson testified that Sovran Mary ⁴²⁴ land was willing to increase the loan facility to $3 million dollars without any personal guarantee from Lyon. Shortly after the conclusion of the August 23, 1989 meeting, Lyon telephoned Nelson and said that he did not want to sign a new guarantee for $1.75 million dollars if the loan facility were increased to $3 million dollars.

Nelson testified that Lyon said he “was not prepared to guarantee the $3 million facility at all.” On August 24, 1989, Broyhill sent Nelson a letter outlining his proposal for a new $3 million dollar loan facility to MQI from Sovran Maryland. The terms of the proposal were: (1) the loan would be secured by MQI’s accounts receivable; (2) the due date of the loan would be extended until September 1, 1990; (3) Campbell would guarantee the entire amount of the loan and Lyon would guarantee the first $1,750,000.00; and (4) the proceeds of the loan would be used to satisfy the two outstanding Sovran loans totaling $1,750,000.00. The condition that Lyon would guarantee the first $1.75 million dollars of the total $3 million dollar loan facility was inconsistent with Lyon’s previously communicated refusal to do so. Accordingly, Sovran Maryland did not accept the proposal.

On the same day, Broyhill wrote Nelson a second letter outlining a different proposal for a $3 million dollar loan. The second proposal did not require any personal guarantees and provided that “it is further understood that Mr. Dominic F. Antonel-li, Jr., will be released from his present guarantee of $750,-000.” Sovran Maryland also rejected the second proposal. After Sovran Maryland rejected his proposals, Broyhill refused to go forward with the Assignment Agreement. At trial, Broyhill explained why he withdrew from the agreement: I was supposed to take Mr. Antonelli’s position insofar as his investments and guarantees were concerned in the Millville Quarry.

The reason it was finally — or why it was not completely concluded was because, in the end, when I was taking Mr. Antonelli off of these bank loans, or relieving him of his guarantee in the bank loans, I would not receive the same guarantees from the two principals, Mr. ⁴²⁵ Campbell and Mr. Lyons [sic], that were on the loan that Mr. Antonelli guaranteed. And so, if I couldn’t get the same endorsements — in other words, get the same identical position with the bank that Mr. Antonelli had, I would not go through with the deal. As Campbell put it, Lyon’s refusal to re-sign a personal guarantee for $1.75 million — the same amount for which he already was personally obligated — “blew the deal.” The Broy-hill Assignment Agreement fell through one week before the deadline for MQI to meet the conditions imposed by Antonelli for it to exercise the Moler Lease Option and purchase the quarry at a $2 million dollar savings. Campbell testified that one week was not sufficient time for MQI to make an alternative arrangement to meet Antonelli’s terms.

August 31, 1989 passed and MQI lost its opportunity to purchase the Moler Limestone Quarry from Antonelli at the discounted price. After Broyhill withdrew from the Assignment Agreement, the MQI stockholders decided to look into the potential purchase of MQI by Evered. Initially, Campbell was “somewhat receptive” to the proposed sale of MQI. He later “put the sale on hold with no commitment.” On September 29, 1989, Antonelli wrote to Campbell informing him that if MQI did not reconsider the Evered offer, he would sell his interest in MQI to a third party.

At that, MQI reconsidered Evered’s offer. The Moler Limestone Quarry was essential to MQI’s business operations. Knowing that, Evered conditioned its offer to purchase MQI on MQI purchasing the quarry. Campbell re-contacted Antonelli about MQI buying the quarry from him.

Antonelli informed Campbell that MQI could purchase the quarry, but only if it paid the $2 million dollar penalty. Campbell objected, but Antonelli would not relent. By this point, the MQI stockholders wanted to proceed with the sale to Evered. MQI was forced to accept Antonelli’s terms.

On October 1, 1989, Campbell, Antonelli, Lyon, the Cub Trust, and the shareholders of MQI entered into an agreement providing, inter alia, that “in the event of an acquisition of MQI by Evered PLC, Antonelli would convey ⁴²⁶ the [Moler Limestone Quarry] to MQI for $2,940,987.00.” The agreement further provided that “[n]either Campbell, MQI’s assignee, nor the other shareholder parties, shall be estopped or precluded from making or asserting any claim in connection with the payment by MQI of the $2,000,000.00 amount called for in Section 1.05 of the Moler Lease and set forth in [this agreement].” Also on October 1, 1989, MQI’s stockholders, Campbell, Lyon, and Antonelli entered into an agreement giving Campbell the right to negotiate the sale of MQI. Lyon, Antonelli, and the Cub Trust agreed not to interfere with Campbell’s ability to serve as MQI’s lead negotiator and representative. On October 6, 1989, Campbell wrote to Evered to express interest in an acquisition by it of MQI. Negotiations ensued and, on November 26, 1989, MQI and Evered entered into a Purchase Agreement.

Evered agreed to purchase MQI for $33,200,000.00. Before the closing on the sale, MQI’s stockholders formed MQI Liquidating Corp. (“MQIL”) to liquidate MQI’s assets. MQI and Evered closed on the sale on January 4-5, 1990. At closing, MQI paid Antonelli $2,940,987.00 for the Moler Limestone Quarry, under protest.

On May 21, 1990, Antonelli wired $2,131,840.00 to the Cub Trust. At trial, Lyon and Antonelli each testified that that sum came from Antonelli’s proceeds from the sale of MQI. Lyon testified that Antonelli paid him this sum to reimburse him for payments that he (Lyon) had made to cover Campbell’s share of debts to Antonelli arising out of obligations of EC. MQIL presented evidence from which the jury could find, and we presume did find, that the debt that Antonelli ostensibly was paying to Lyon no longer existed and was not the reason for Antonelli’s $2.1 million dollar payment.

On August 11, 1992, MQIL, as assignee of the claims of MQI, filed a three-count complaint in the Circuit Court for Prince George’s County against Lyon, the Cub Trust, and Ronald L. Williams, Trustee of the Cub Trust for: 1) Count I: “Tortious Interference with Business Relationships — Moler Lease”; 2) Count II: “Tortious Interference with Business ⁴²⁷ Relationships — MQI/Broyhill Relationship”; 3) Count III: “Breach of Fiduciary Obligation.” MQIL alleged that Lyon had acted wrongfully by refusing, at the eleventh hour, to continue as a guarantor on the Sovran Maryland loans, thereby depriving MQI of a substantial business advantage with Broyhill and scuttling MQI’s opportunity to purchase the Moler Limestone Quarry at a $2 million dollar discount. MQIL contended that Lyon had acted solely to benefit himself and the Cub Trust. MQIL sought compensatory damages of $2,000,000.00, plus interest and punitive damages. On February 23, 1993, Lyon filed a motion to dismiss for failure to state a claim for which relief may be granted.

The court denied that motion. Thereafter, on December 21, 1994, Lyon filed a motion for summary judgment. The court denied that motion on the ground that discovery was incomplete and disputes of material fact existed. On November 22, 1995, Lyon filed a second motion for summary judgment.

The court reserved ruling on that motion at first. Then, on February 20, 1996, the court issued an order denying the motion. As noted above, MQIL v. Lyon, et al., Lyon, et al. v. Campbell, et al. and Campbell v. Lyon, were tried together, before a single jury, from May 1 to August 2, 1996. The evidence in MQIL v. Lyon was presented from May 2, 1996 until May 20, 1996.

At the close of MQIL’s case, Lyon moved “to dismiss” on the ground, inter alia, that MQIL had not submitted evidence from which the jury reasonably could conclude that Lyon represented that he would continue to guarantee MQI’s loans with Sovran Bank or that he had an obligation to do so. The court reserved ruling on the motion. At the close of all of the evidence, Lyon moved for judgment, arguing that there was no evidence to show that his refusal to continue as a guarantor on the Sovran Maryland loans adversely affected consummation of the Assignment Agreement. The court continued to reserve ruling on the motion for judgment.

On August 3, 1996, all three cases were sent to the jury. The jury was given a separate verdict sheet for each case. At ⁴²⁸ the end of the day, the jury returned verdicts in all three cases. In MQIL v. Lyon, it found in favor of MQIL and against Lyon, the Cub Trust and Williams.

It determined that Lyon had breached his fiduciary duty to MQI and that he had intentionally interfered, without justification, and for the benefit of himself and of the Cub Trust, with both the Moler Limestone Quarry Purchase Option and the Assignment Agreement. The jury assessed compensatory damages against Lyon only, in the amount of $2 million dollars, together with prejudgment interest of $1,362,196.00. The jury also awarded MQIL $150,000.00 in punitive damages against Lyon. On August 13, 1996, Lyon filed a motion for judgment notwithstanding the verdict on the ground that, as a matter of law, he could not be held liable for tortious interference or for breach of a fiduciary obligation.

Lyon asserted, inter alia, that MQIL had presented insufficient evidence to prove that his actions proximately caused or contributed to the demise of the Broyhill Assignment Agreement and to MQI’s subsequent inability to purchase the Moler Limestone Quarry at a $2 million dollar discount. After a lengthy hearing, the court denied Lyon’s motion for judgment notwithstanding the verdict. On December 18,1996, Lyon noted this appeal. Lyon v. Campbell On April 29, 1993, Lyon, Lyon’s wife Eleanor, and Ronald Williams, as beneficiaries and Trustees of the Cub Trust, sued Campbell, Campbell’s wife, Yvonne, Campbell’s daughter, Joan Campbell-Alger, and four of Campbell’s business associates (Edward Storke, Mike Perkins, Barry Strohm, Robert Jenkins, and Donald Davidson) in their capacities as shareholders, officers, directors, and employees of MQI and MQIL for fraud, conversion, breach of fiduciary duty, and civil conspiracy.

The complaint also requested an accounting. The torts alleged were based upon numerous alleged acts of wrongdoing. Some of those acts related to money owed to MQIL by Annapolis Junction, Inc. (“AJ, Inc.”). ⁴²⁹ AJ, Inc. owed MQIL approximately $370,000.00 under an agreement to purchase MQIL’s limestone inventory and equipment. In his capacity as President of MQIL, Campbell directed AJ Inc. to refrain from paying MQIL the money it was owed.

Michael D. Block, President of AJ, Inc., testified that Campbell directed AJ, Inc. not to pay its debt to MQIL because of his dispute with Lyon. In 1996, AJ, Inc. filed for bankruptcy. It never paid MQIL the $370,000.00. At the close of the evidence, the jury was given a 44-page verdict sheet setting forth each claim that formed a basis for the torts alleged and further subdividing each claim into separate sections, labeled A through V. The court instructed the jury to decide each claim independently of the others and to decide each claim individually as to each plaintiff and each defendant.

Section A of the verdict sheet addressed the claims for “fraud, conversion, breach of fiduciary duty, and civil conspiracy” pertaining to money owed to MQIL by AJ, Inc. The jury found that Campbell, alone, “committed fraud, conversion, breach of fiduciary duty, or [ ... ] civil conspiracy [ ... ][b]y directing A.J., Inc. not to pay its debts to MQI Liquidating or by failing to have MQI Liquidating collect monies owed to it by A.J., Inc.” In response to the question, “In what amount, if any, do you award damages?,” the jury indicated “0” after the name of each plaintiff (including Lyon). On all of the remaining claims, the jury found that the defendants did not commit any wrongdoing. Question V of the verdict sheet listed the plaintiffs and asked whether each had “standing to sue in the claims set out” in Lyon, et al. v. Campbell, et al. The jury answered “no” as to each plaintiff. Lyon noted an appeal from the adverse judgment. 4 ⁴³⁰ DISCUSSION MQIL v. Lyon I. Tortious Interference — Proximate Cause (a) Lyon contends that MQIL failed to present a submissible case of tortious interference because there was no proof that wrongful conduct on his part caused the Broyhill Assignment Agreement to fail, thereby causing MQI to lose the opportunity to exercise the Moler Lease Option and to buy the Moler Limestone Quarry at a $2 million dollar discount.

Specifically, Lyon maintains that the only evidence of conduct on his part that was causally connected to the demise of the Broyhill Assignment Agreement was his refusal to guarantee an increased $8 million dollar loan facility and that that conduct was not wrongful; in the absence of proof that his conduct was both wrongful and proximately caused the Broyhill Assignment Agreement to fail and MQI to sustain economic injury, the evidence was insufficient to support a verdict against him for tortious interference. MQIL counters that it never alleged or maintained that Lyon’s refusal to guarantee