Texas Tortious Interference with Prospective Business Relations

By Catherine A. Keith · Last updated July 15, 2026

Some interference claims involve actual contracts. A competitor hired your employee bound by a non-compete. A supplier under contract switched to your rival, or a customer broke its commitment under your dealer agreement. Those cases are tortious interference with existing contracts, and the framework is relatively straightforward, proof of the contract, the defendant’s knowledge, the interference, and the damages.

Other cases involve no existing contract. You were about to land a major customer when a competitor made false statements about your business that killed the deal. You were negotiating a critical supply relationship when a third party threatened the supplier into walking away. Or you had an expectation of renewal that a defendant interfered with through means that were themselves wrongful.

Texas allows these claims too, tortious interference with prospective business relations, but under a substantially narrower standard. The Texas Supreme Court’s 2002 decision in Wal-Mart Stores, Inc. v. Sturges governs them, and it set a bar meaningfully higher than the parallel claim for interference with existing contracts. The whole fight usually turns on one requirement: the defendant’s conduct had to be wrong on its own, not merely aimed at you.

The Sturges framework

Wal-Mart v. Sturges tightened the elements of tortious interference with prospective business relations. Before Sturges, Texas had used a “lack of justification” standard similar to the existing contract claim. After Sturges, plaintiffs must prove that the defendant’s conduct was independently tortious or unlawful, not merely intentional.

The four elements:

Reasonable probability of a relationship. The plaintiff must show a reasonable probability that the prospective business relationship would have come into existence absent the interference. Speculative or remote possibilities are not enough. The plaintiff has to point to a specific anticipated relationship or class of relationships with concrete probability.

Independently tortious or unlawful conduct by the defendant. The defendant’s interfering conduct must have been wrongful in itself, apart from the interference. The conduct has to be actionable under another tort theory or violate an independent legal duty.

Intentional interference. The defendant must have acted with a conscious desire to prevent the relationship or with knowledge that the interference was certain or substantially certain.

Damages caused by the interference. The plaintiff must establish concrete economic loss traceable to the interference.

What “independently tortious” means

The independently tortious element is the heart of the post- Sturges claim. The defendant’s conduct has to be something the law independently condemns.

Conduct that qualifies as independently tortious:

Defamation and business disparagement. False statements about the plaintiff’s business that interfere with prospective relationships. See Business Disparagement and Defamation.

Fraud. False statements made with intent to deceive that caused a prospective customer to deal elsewhere.

Threats of physical harm or unlawful action. Conduct that would itself be actionable independent of its effect on the plaintiff’s business.

Civil conspiracy. Concerted action with another party to accomplish an unlawful purpose, even when no individual act would support liability. See Civil Conspiracy Under Texas Law.

Tortious interference with an existing third-party contract. When the defendant’s interference also caused breach of a separate existing contract.

Misappropriation of trade secrets. When the prospective relationship was prevented through the defendant’s use of the plaintiff’s trade secrets. See Trade Secret Misappropriation Under TUTSA.

Conduct that does not qualify:

Aggressive but lawful competition. Texas explicitly allows competitors to compete vigorously for the same business. Lawful underbidding, lawful targeted marketing, lawful sales approaches none of these support the claim.

Legitimate exercise of legal rights. A defendant asserting its own legal rights, contract rights, property rights, statutory rights, generally has not committed independently tortious conduct even if the assertion interferes with the plaintiff’s prospective relationships.

Truthful negative statements. True statements about the plaintiff are not actionable as defamation and therefore do not qualify as independently tortious for purposes of the Sturges claim.

The “reasonable probability” element

The first element, a reasonable probability that the prospective relationship would have existed absent the interference, is where many claims fail at summary judgment.

The plaintiff has to identify a specific prospective relationship with concrete probability. Generalized references to “potential customers” or “the market” usually do not satisfy the element. What works is a specific opportunity or ongoing negotiation, or a specific identifiable class of prospective relationships.

Evidence that supports reasonable probability:

• Letters of intent or term sheets.
• Ongoing negotiations documented in writing.
• A specific opportunity in active development.
• An established pattern of renewals or repeat business with the relationship at issue.
• Industry analysis showing how the relationship would reasonably have developed.

Evidence that does not satisfy:

• Hope or expectation without a concrete prospect.
• Possible business in the future without specific opportunities.
• A general claim to a share of the market.

The reasonable probability element is a meaningful filter on weak claims.

Damages and lost profits

The damages in prospective relations cases are typically lost profits from the prevented business relationship.

Lost profits in Texas must be proven with reasonable certainty. For prospective relations cases, this requires:

• Specific identification of the lost business.
• Concrete economic analysis of what profits would have been earned.
• Generally, expert testimony from a forensic accountant or industry expert.
• Support from comparable transactions, the plaintiff’s historical performance with similar business, or industry data.

See Lost Profits Damages for the broader Texas framework.

Exemplary damages are available under Chapter 41 on a clear and convincing showing of fraud, malice, or gross negligence. The independently tortious nature of the underlying conduct often supports the malice element. See Exemplary Damages in Business Cases.

Attorney’s fees on the prospective relations claim itself are generally not recoverable unless captured by a specific statutory framework. Combining the claim with breach of contract or other fee-bearing claims is the standard approach to fee recovery.

Defenses

Common defenses:

No independently tortious conduct. Attack the underlying wrongful act. The conduct may have been intentional and harmful but not independently actionable.

No reasonable probability. Attack the first element. The prospective relationship may have been too speculative.

No causation. The relationship may have failed for reasons unrelated to the defendant’s conduct.

Privilege or justification. Some categories of conduct remain privileged even after Sturges, including legitimate assertion of legal rights and good-faith business communications.

First Amendment defenses. Where the underlying conduct is speech-based, First Amendment protections may apply. The Texas Citizens Participation Act (TCPA) anti-SLAPP statute also provides a dismissal mechanism for prospective relations claims based on protected expression. See TCPA and Anti-SLAPP Business Litigation.

No wrongful act, no claim

The independently tortious element is where we start. A case without one is hard to win after Sturges and expensive to carry. From there the work is concrete: identify the specific prospective relationship that was prevented, since the reasonable probability element collapses when the prospect is vague, and build the lost business into the pleading and discovery. Where the underlying wrong supports malice, we pursue exemplary damages. And when the conduct is speech-based, defamation or business disparagement, we plan early for TCPA anti-SLAPP motions that demand specific evidence on a compressed timeline.

These cases are won or lost on the wrongful act, not the lost deal. Bring us the conduct that crossed a line, the false statement, the threat, the stolen trade secret, and we can build a claim that survives Sturges. Bring us only a competitor who beat you to the customer, and we will tell you so before you spend the money. Use the form in the sidebar to start that conversation.