20 21 22 23 24 25 26 27 28 29 30 2019) Bay Tobacco , 261 F. Supp. 2d at 499 (inter-nal quotation marks omitted). Id. Tysons Toyota v. Globe Life Ins. Co ., No. 93-1359, No. 93-1443, No. 93-1444, 1994 U.S. App. LEXIS 36692, at *15 (4th Cir. Dec. 29, 1994). Charles E. Brauer Co. v. Nationsbank , 251 Va. 28, 30, 466 S.E.2d 382, 386-87 (1996) (finding that a bank and its agent were considered one person); Heard Constr., Inc. v. Waterfront Marine Constr. Co. , 91 Va. Cir. 4, 10 (Chesapeake Cty. 2015). Id ; see also SecureInfo Corp. v. Telos Corp ., 387 F. Supp. 2d 593, 617 (E.D. Va. 2005) (granting defendant’s demurrer on busi-ness conspiracy count because “an agent may not conspire with its principal under the intracorporate immunity doctrine”). E.g., Fox v. Deese , 234 Va. 412, 428, 362 S.E.2d 699, 708 (1987); see also Wonderland I, LLC v. Peck, 91 Va. Cir. 83, 85 (Norfolk 2015). Meeko Corp. v. Chesterfield Commerce Ctr. , 14 Va. Cir. 149, 152-53 (Chesterfield Cnty. 1988); see also Nathan v. Takeda Pharm. Am., Inc. , 83 Va. Cir. 216, 224 (Fairfax 2011). United States v. Domestic Indus., Inc. , 32 F. Supp. 2d 855, 861 (E.D. Va. 1999) (quoting Gutierrez de Martinez v. United States Drug Enforcement Admin ., 111 F.3d 1148, 1156 (4th Cir. 1997), cert. denied, 522 U.S. 931 (1997)). Domestic Indus., 32 F. Supp. 2d at 861 (quoting Jamison v. Wiley , 14 F.3d 222, 237 (4th Cir. 1994)). Martin v. Cavalier Hotel Corp. 48 F.3d 1343, 1351 (4th Cir. 1995) (quoting Commercial Business Sys. v. Bellsouth Servs. , 249 Va. 39, 45, 453 S.E.2d 261, 265 (1995)). In Bellsouth Servs., the Supreme Court of Virginia held that the evidence presented a jury issue on whether acts were within the scope of employment where the “conduct was outrageous and violative of [the] employer’s rules” and the employee’s “motive was personal,” but the “willful and malicious acts were committed while [the employee] was performing his duties . . . and in the execution of the services for which he was employer.” 249 Va. at 46, 453 S.E.2d at 266. See also Doe v. United States, 912 F. Supp. 193, 195 (E.D. Va. 1995) (de-nying summary judgment on the grounds that whether sex abuse by a psychiatrist during therapy sessions was within the scope of his employment was a jury issue); Tomlin v. IBM, Corp. , 84 Va. Cir. 280, 285 ( Fairfax 2012) (whether or not act was in scope of employment is affirmed to be a jury issue). See, e.g., Copperweld Corp. v. Independence Tube Corp. , 467 U.S. 752, 769-70 (1984) (holding that, under the Sherman Act, a corporation cannot conspire with a whol-ly-owned subsidiary or with its officers and directors because they are not separate ac-tors pursuing separate economic interests); 31 32 33 34 35 36 37 38 39 40 Williams v. 5300 Columbia Pike Corp. , 891 F. Supp. 1169, 1175 (E.D. Va. 1995) (relying on Copperweld and Fourth Circuit cases to hold that a conspiracy could not exist be-tween individual directors and between the directors and their corporation); B owman v. State Bank of Keysville , 229 Va. 534, 540-41, 331 S.E.2d 797, 801 (1985) (stating that, with respect to a tort action for conspiracy to induce the breach of a contract, where the defendants were a bank and a group of its directors, “a third party is necessary to create an actionable conspiracy” because “a corporation, like an individual, cannot conspire with itself ”); Softwise, Inc. v. Goodrich , 63 Va. Cir. fwestfall576, 577-78 (Roanoke Cty. 2004) (stating the rule: “The corporation is an artificial entity that only acts through its agents, directors and em-ployees. If an employee acts in the scope of her employment and, thus, acts as an agent of the corporation, then only a single entity exists: the corporation” and then applying it to sustain a demurrer because there were no allegations that the director had acted outside the scope of her employment). E.g., Williams , 891 F. Supp. at 1175; Foster v. Wintergreen Real Estate Co., 81 Va. Cir. 353, 360 (Nelson Cnty. 2010). 496 F.2d 391 (4th Cir. 1974). Id. at 399. Softwise, Inc. v. Goodrich , 63 Va. Cir. 576, 578 (Roanoke 2004). Selman v. Am. Sports Underwriters, Inc ., 697 F. Supp. 225, 239 (W.D. Va. 1988). Id. at 578 & n.13; Little Professor Book Co. v. Reston N. Point Village Ltd. P’shp ., 41 Va. Cir. 73, 79 (Fairfax Cnty. 1996); see also Tomlin v. IBM , Corp., 84 Va. Cir. 280, 289 (Fairfax 2012). Fox , 234 Va. at 428, 362 S.E.2d at 708 (“If the defendants were acting within the scope of their employment and, therefore, were agents of the City, then only one en-tity exists—the City. By definition a single entity cannot conspire with itself.”); Perk v. Vector Res. Group, 253 Va. 310, 485 S.E.2d 140 (1997) (ruling that demurrer properly sustained since defendants are not separate entities but rather agents of each other); see also see also Wonderland I, LLC v. Peck , 91 Va. Cir. 83, 85-86 (Norfolk 2015). Advanced Health-Care Servs. v. Radford Cmty. Hosp ., 910 F.2d 139, 145-46 (4th Cir. 1990) (Two wholly owned subsidiaries by the same parent corporation are legally incapable of conspiring with one another for purposes of antitrust law.). Saliba v. Exxon Corp. , 865 F. Supp. 306, 313 (W.D. Va. 1994) (holding that “where the alleged co-conspirators are the two general partners in a partnership, acting within the scope of partnership affairs, only one entity exists—the Partnership”), aff ’d, 52 F.3d 322 (4th Cir. 1995). Stauffer v. Fredericksburg Ramada, Inc. , 411 F. Supp. 1136, 1139 (E.D. Va. 1976) (citing and discussing Worrie v. Boze , 198 Va. 533, 95 S.E.2d 192 (1956)); Chaves v. Johnson, 230 Va. 112, 120, 335 S.E.2d 97, 102 (1985) 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 (recognizing interference with a contract as a basis for civil liability under § 18.2-500); Gulledge v. Dyncorp. Inc. , 24 Va. Cir. 538, 540-41 (Fairfax Cnty. 1989) (noting that “[a]lthough a party to a contract may conspire with a third party to interfere with its own contract, a party to a contract acting alone cannot interfere with its own contract”). Hechler Chevrolet v. General Motors Corp. , 230 Va. 396, 402, 337 S.E.2d 744, 748 (1985); see also Kirchner v. McAninley, No. CL-2010-5279, 2011 Va. Cir. LEXIS 27, at *11-12 (Fairfax Mar. 14, 2011). Id. CaterCorp, Inc. v. Catering Concepts, Inc., 246 Va. 22, 26, 431 S.E.2d 277, 281 (1993); accord Int’l Paper Co. v. Gilliam , 63 Va. Cir. 485, 493 (Roanoke 2003); Lance v. Wells Fargo Bank, N.A., 99 Va. Cir. 115, 117 (Chesapeake Cty. 2018) (conversion can serve as the underlying tort for conspiracy in some instances). Hechler Chevrolet, 230 Va. at 402, 337 S.E.2d at 748. Id. Station # 2, LLC v. Lynch , 280 Va. 166, 174 (2010) (mere breach of contract is not enough to constitute an unlawful act for the purposes of the conspiracy statute). Almy , 273 Va. at 80-81, 639 S.E.2d at 188 (refusing to recognize a civil conspiracy claim based on an agreement to intention-ally inflict emotional distress); Citizens for Facquier County v. SPR Corp. , 37 Va. Cir. 44, 51 (Facquier Cnty. 1995) (ruling that a violation of Va. Code § 8.01-271.1 cannot serve as the basis for a common law conspiracy claim). Firestone v. Wiley , 485 F. Supp. 2d 694, 703 (E.D. Va. 2007) (quoting Citizens for Facquier County , 37 Va. Cir. at 50); Glass , 228 Va. at 54, 321 S.E.2d at 78 (holding that defendant’s “actions being lawful, whether they acted in a spirit of actual malice, hostility, or ill will towards plaintiff is of no legal consequence”). Urbanski, Michael F., Expanding the Reach of Virginia’s Business Conspiracy Act, VSB Litigation News at ** 4-6 (Winter 1998-99) [“Urbanski”]. 232 Va. 388, 398-99, 351 S.E.2d 28, 35-36 (1986); see also Conway v. Peace , 28 Va. Cir. 226, 227 (Chesterfield Cnty. 1992) (granting motion to strike due, in part, to plaintiff ’s failure to establish that defen-dant’s primary and overriding purpose was to injure plaintiff); Gerald A. Schultz & Assoc., P.C. v. LaLonde , 17 Va. Cir. 387, 389 (Richmond Cty. 1989) (applying the “pri-mary and overriding purpose” standard). 243 Va. 94, 413 S.E.2d 611 (1992). Osheroff, 243 Va. at 109, 413 S.E.2d at 620. Urbanski, at *5. Osheroff, 243 Va. at 116, 413 S.E.2d at 623. 249 Va. 39, 47, 453 S.E.2d 261, 266-67 (1995). Id. at 47, 453 S.E.2d at 267. Id. Id. www.vsb.org VOL. 69 | AUGUST 2020 | VIRGINIA LAWYER 49