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United States Court of Appeals, Eleventh Circuit.

Andy PIUCCI, Plaintiff-Appellant, v. The CLOROX COMPANY, Defendant-Appellee.

No. 21-10522

Decided: August 17, 2021

Before WILSON, ROSENBAUM, and ANDERSON, Circuit Judges. Matthew Tyler Smith, Smith Gilliam Williams & Miles, PA, Gainesville, GA, Veronica Rogusky, U.S. Equal Employment Opportunity Commission, Atlanta, GA, for Plaintiff-Appellant. Susan Wallis Pangborn, Desmond Mariona Dennis, Kilpatrick Townsend & Stockton, LLP, Atlanta, GA, for Defendant-Appellee.

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. 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 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



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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