PRESENT:   All the Justices

JAMES M. DUNLAP
                                          OPINION BY
v.   Record No. 131318          CHIEF JUSTICE CYNTHIA D. KINSER
                                       FEBRUARY 27, 2014
COTTMAN TRANSMISSION SYSTEMS,
     LLC, ET AL.

                         UPON QUESTIONS OF LAW
           CERTIFIED BY THE UNITED STATES COURT OF APPEALS
                        FOR THE FOURTH CIRCUIT

      The United States Court of Appeals for the Fourth Circuit

(the Fourth Circuit) entered an order of certification

requesting this Court to exercise jurisdiction pursuant to

Article VI, Section 1 of the Constitution of Virginia and Rule

5:40, and to answer the following questions of law:

      1.   May a plaintiff use tortious interference
           with contract or tortious interference with
           business expectancy as the predicate
           unlawful act for a claim under the Virginia
           business conspiracy statute, Va. Code
           §§ 18.2-499, 18.2-500?

      2.   Does a [I] two-year or [II] five-year
           statute of limitations apply to claims of
           tortious interference with contract and
           tortious interference with business
           expectancy under Va. Code § 8.01-243?

(Roman numeral designators added).

      With regard to the first question, we hold that causes of

action for tortious inference with contract and tortious

interference with business expectancy qualify as the requisite

unlawful act to proceed on a business conspiracy claim under

Code §§ 18.2-499 and -500 because both claims are predicated on
an independent common law duty arising outside of contract.        As

to the second question, we hold that the five-year statute of

limitations in Code § 8.01-243(B) applies because both tortious

interference claims involve injury to property rights.

               I.   RELEVANT FACTS AND PROCEEDINGS 1

     James Dunlap brought an action against Cottman Transmission

Systems, LLC, and Todd P. Leff (collectively, Cottman), alleging

claims for tortious interference with contract, tortious

interference with business expectancy, and business conspiracy

in violation of Code §§ 18.2-499 and -500. 2    The claims arose

from franchise agreements between Dunlap and AAMCO

Transmissions, Inc., under which Dunlap had operated two AAMCO

transmission and repair facilities for more than 30 years.     In

2006, a company that already owned a controlling interest in

Cottman Transmission Systems, LLC, a competitor of AAMCO,

acquired a controlling interest in AAMCO.      According to Dunlap,

the new owner sought to convert all Cottman Transmission

franchises into AAMCO franchises.    That decision resulted in


     1
       The pertinent facts are undisputed and are taken primarily
from the certification order in Dunlap v. Cottman Transmission
Systems, LLC, No. 11-2327 (4th Cir. Aug. 21, 2013).
     2
       Dunlap filed the action in the Circuit Court for the City
of Chesapeake, but Cottman subsequently removed it to the United
States District Court for the Eastern District of Virginia,
Norfolk Division (the District Court), under 28 U.S.C. §§ 1332
and 1441(a).



                                 2
some existing AAMCO franchises being closed, including those

owned by Dunlap.   He alleged that the closing of his AAMCO

transmission and repair facilities was brought about by a

conspiracy between Cottman and others who stood to benefit from

his franchises' closure.

     The District Court dismissed the business conspiracy claim

pursuant to Federal Rule of Civil Procedure 12(b)(6) for failure

to allege an unlawful act or an unlawful purpose as required to

establish such a claim.     Dunlap v. Cottman Transmission Sys.

LLC, No. 2:11cv272, slip op. at 1 (E.D. Va. Nov. 7, 2011).    It

concluded that "[a]ll of the duties involved in this case

[arose] out of and the damages flow[ed] from contractual

obligations" between Dunlap and AAMCO and that to allow

"allegations of . . .     contractual interference . . . to serve

as the requisite unlawful act for purposes of the business

conspiracy statute would turn what should be contractual claims

into a tort."   Id. at 3-4 (citing Station #2, LLC v. Lynch, 280

Va. 166, 695 S.E.2d 537 (2010)).

     The District Court dismissed Dunlap's remaining two tort

claims as barred by the two-year statute of limitations in Code

§ 8.01-248.   Id. at 5.    The District Court concluded that our

decision in Station #2 abrogated the Court's prior ruling

in Worrie v. Boze, 198 Va. 533, 95 S.E.2d 192 (1956), and thus

rejected Dunlap's contention that his tortious interference


                                   3
claims constituted an injury to his property, which would be

subject to a five-year statute of limitations under Code § 8.01-

243(B).   Id. at 4-5.   The District Court viewed Dunlap's claimed

damages as "disappointed economic expectations" and held that

such do not constitute an injury to property.       Id. at 5

(citing Willard v. Moneta Building Supply, 262 Va. 473, 551

S.E.2d 596 (2001)).

     Dunlap appealed to the Fourth Circuit.      In its

certification order, the Fourth Circuit stated: "the two

questions together determine the outcome of this case."        Rule

5:40 requires that a certified question be "determinative" in

"any proceeding pending before the certifying court."      We agree

that the questions are determinative.      The viability of the

business conspiracy claim turns on whether the tortious

interference claims qualify as the requisite unlawful act.        The

tortious interference claims are time-barred if subject to a

two-year statute of limitations.       Accordingly, we accepted the

certified questions of law by order entered September 10, 2013.

                            II.   ANALYSIS

     We will address each certified question separately.

                           A. Question #1

     The first certified question asks whether tortious

interference with contract and tortious interference with

business expectancy qualify as an unlawful act for purposes of a


                                   4
claim under the business conspiracy statutes, Code §§ 18.2-499

and -500.   The common law has long recognized actions based on a

conspiracy resulting in business-related damages.     For instance,

in Crump v. Commonwealth, 84 Va. 927, 6 S.E. 620 (1888), we

stated that "[a] conspiracy or combination to injure a person in

his trade or occupation is indictable."    Id. at 934, 6 S.E. at

624; see also Harris v. Commonwealth, 113 Va. 746, 749, 73 S.E.

561, 562 (1912) (stating that "a conspiracy must be a

combination of two or more persons, by some concerted action, to

accomplish some criminal or unlawful purpose, or to accomplish

some purpose not in itself criminal or unlawful, by criminal or

unlawful means"); Reg. v. Druitt, 10 Cox C.C. 592 (1867) ("The

public had an interest in the way in which a person disposes of

his industry and his capital; and if two or more persons

conspired, by threats, intimidation, or molestation to deter or

influence him in the way he should employ his industry, his

talents, or his capital, they would be guilty of a criminal

offence.    This was the common law of the land.").

     Years later, in Werth v. Fire Companies' Adjustment Bureau,

160 Va. 845, 171 S.E. 255 (1933), we explained that

            [a] conspiracy consists of an unlawful
            combination of two or more persons to do
            that which is contrary to law, or to do that
            which is wrongful and harmful towards
            another person [and] may be punished
            criminally by indictment, or civilly by an
            action on the case in the nature of


                                  5
          conspiracy if damage has been occasioned to
          the person against whom it is directed. It
          may also consist of an unlawful combination
          to carry out an object not in itself
          unlawful by unlawful means.

Id. at 854, 171 S.E. at 258 (internal quotation marks omitted).

We further elaborated in Gallop v. Sharp, 179 Va. 335, 19 S.E.2d

84 (1942), that

          [t]he gist of the civil action of conspiracy
          is the damage caused by the acts committed
          in pursuance of the formed conspiracy and
          not the mere combination of two or more
          persons to accomplish an unlawful purpose or
          use unlawful means. In other words, the
          basis of the action is the wrong which is
          done under the conspiracy and which results
          in damage to the plaintiff. No cause of
          action exists without the resulting injury,
          and the damage produced must arise as the
          effective result of the conspiracy.

Id. at 338, 19 S.E.2d at 86; accord CaterCorp, Inc. v. Catering

Concepts, Inc., 246 Va. 22, 28, 431 S.E.2d 277, 281-82 (1993).

     In 1964, the General Assembly enacted the predecessors of

Code §§ 18.2-499 and -500, the statutes at issue in the first

certified question. 3   1964 Acts ch. 623.   The provisions of Code

§ 18.2-500 provide civil relief, including treble damages, for

persons "injured in his reputation, trade, business or

     3
       The conspiracy statute was originally codified in 1962 as
part of the Commonwealth's antitrust laws. See Former Code §
59.21.1 (Cum. Supp. 1962) (superseded). The General Assembly
moved the statute to the criminal code with much greater
sanctions in 1964. See Former Code § 18.1-74.1:1 (Cum. Supp.
1975)(superseded), as enacted by 1964 Acts ch. 623); see also
Andrews v. Ring, 266 Va. 311, 319, 585 S.E.2d. 780, 784 (2003).



                                  6
profession by reason of a violation of § 18.2-499."   In turn,

Code § 18.2-499 imposes criminal liability on

           [a]ny two or more persons who combine,
           associate, agree, mutually undertake or
           concert together for the purpose of (i)
           willfully and maliciously injuring another
           in his reputation, trade, business or
           profession by any means whatever or (ii)
           willfully and maliciously compelling another
           to do or perform any act against his will,
           or preventing or hindering another from
           doing or performing any lawful act.

     To recover in an action under these statutes, a plaintiff

must establish: "(1) a combination of two or more persons for

the purpose of willfully and maliciously injuring plaintiff in

his business[;] and (2) resulting damage to plaintiff."     Allen

Realty Corp. v. Holbert, 227 Va. 441, 449, 318 S.E.2d 592, 596

(1984); accord CaterCorp, 246 Va. at 28, 431 S.E.2d at 282.      It

is not necessary for a plaintiff to prove that the defendant

conspirators acted with actual malice, i.e., ill-will, hatred,

or spite directed toward the plaintiff.   Commercial Bus. Sys.,

Inc. v. BellSouth Servs., 249 Va. 39, 47, 453 S.E.2d 261, 266-67

(1995).   Rather, a plaintiff must establish by clear and

convincing evidence only that the conspirators acted with legal

malice, i.e., "intentionally, purposely, and without lawful

justification."   Id. at 47, 453 S.E.2d at 267; accord Northern

Va. Real Estate v. Martins, 283 Va. 86, 110, 720 S.E.2d 121, 133

(2012); Williams v. Dominion Tech. Partners, L.L.C., 265 Va.



                                 7
280, 290, 576 S.E.2d 752, 757 (2003); Simmons v. Miller, 261 Va.

561, 578, 544 S.E.2d 666, 677 (2001).

     Because there can be no conspiracy to do an act that the

law allows, Werth, 160 Va. at 855, 171 S.E. at 259, we have held

that "an allegation of conspiracy, whether criminal or civil,

must at least allege an unlawful act or an unlawful purpose" to

survive demurrer.   Hechler Chevrolet, Inc. v. General Motors

Corp., 230 Va. 396, 402, 337 S.E.2d 744, 748 (1985). 4   In other

words, actions for common law civil conspiracy and statutory

business conspiracy lie only if a plaintiff sustains damages as

a result of an act that is itself wrongful or

tortious.   See Beck v. Prupis, 529 U.S. 494, 501

(2000); see also Almy v. Grisham, 273 Va. 68, 80, 639 S.E.2d

182, 188 (2007) ("[I]n Virginia, a common law claim of civil

conspiracy generally requires proof that the underlying tort was

committed."); Werth, 160 Va. at 855, 171 S.E. at 259 ("'To give

action there must not only be conspiracy, but conspiracy to do a

wrongful act.'") (quoting Transportation Co. v. Standard Oil

Co., 40 S.E. 591,   594 (W.Va. 1902)); McCarthy v. Kleindienst,

741 F.2d 1406, 1413 n.7 (D.C. Cir. 1984) ("[C]onspiracy

allegations . . . do not set forth an independent cause of


     4
       The term "unlawful act" is defined as "[c]onduct that is
not authorized by law; a violation of a civil or criminal law."
Black's Law Dictionary 1678 (9th ed. 2009).



                                 8
action; instead, such allegations are sustainable only after an

underlying tort claim has been established."); Halberstam v.

Welch, 705 F.2d 472, 479 (D.C. Cir. 1983) ("Since liability for

civil conspiracy depends on performance of some underlying

tortious act, the conspiracy is not independently actionable;

rather, it is a means for establishing vicarious liability for

the underlying tort."); Koster v. P&P Enters., 539 N.W.2d 274,

278 (Neb. 1995) ("[A] claim of civil conspiracy is not

actionable in itself, but serves to impose vicarious liability

for the underlying tort of those who are a party to the

conspiracy."); Selle v. Tozser, 786 N.W.2d 748, 756 (S.D. 2010)

("[C]ivil conspiracy is merely a method of establishing joint

liability for the underlying tort.").

     To determine whether tortious interference with contract

and tortious interference with business expectancy qualify as

the requisite "unlawful act" for purposes of the business

conspiracy statutes, we must examine the nature of those causes

of action.   We recognized a cause of action for tortious

interference with contract rights in Chaves v. Johnson, 230 Va.

112, 335 S.E.2d 97 (1985).   The necessary elements to establish

a prima facie case are: "(1) the existence of a valid

contractual relationship or business expectancy; (2) knowledge

of the relationship or expectancy on the part of the interferor;

(3) intentional interference inducing or causing a breach or


                                 9
termination of the relationship or expectancy; and (4) resultant

damage to the party whose relationship or expectancy has been

disrupted."   Id. at 120, 335 S.E.2d at 102; accord Dunn,

McCormack & MacPherson v. Connolly, 281 Va. 553, 558-59, 708

S.E.2d 867, 870 (2011).    However, if a contract is terminable at

will or involves only a contract or business expectancy, "'a

plaintiff, in order to present a prima facie case of tortious

interference, must allege and prove not only an intentional

interference . . . , but also that the defendant employed

"improper methods."'" 5   Dunn, McCormack & McPherson, 281 Va. at

559, 708 S.E.2d at 870 (quoting Duggin v. Adams, 234 Va. 221,

226-27, 360 S.E.2d 832, 836 (1987)); see also Preferred Sys.

Solutions, Inc. v. GP Consulting, LLC, 284 Va. 382, 403-04, 732

S.E.2d 676, 688 (2012); Maximus, Inc. v. Lockheed Info. Mgmt.

Sys. Co., 254 Va. 408, 414-15, 493 S.E.2d 375, 378-79 (1997).


     5
       "Methods of interference considered improper are those
means that are illegal or independently tortious, such as
violations of statutes, regulations, or recognized common-law
rules." Duggin v. Adams, 234 Va. 221, 227, 360 S.E.2d 832, 836
(1987). Improper methods may include "violence, threats or
intimidation, bribery, unfounded litigation, fraud,
misrepresentation or deceit, defamation, duress, undue
influence, misuse of inside or confidential information, or
breach of a fiduciary relationship." Dunn, McCormack &
MacPherson, 281 Va. at 559, 708 S.E.2d at 870 (internal
quotation marks omitted). We have also stated that methods may
be improper if "they violate an established standard of a trade
or profession, or involve unethical conduct[, s]harp dealing,
overreaching, or unfair competition." Id. (internal quotation
marks omitted).



                                 10
     The tortious interference cause of action is historically

rooted in the principle that "the common law right of contract

necessarily brought with it, as a corollary, a right to seek

recompense against those who interfered with a valid

contract."   Wyatt v. McDermott, 283 Va. 685, 693, 725 S.E.2d

555, 558 (2012); see Restatement (Second) of Torts § 766, cmt. v

(1979) (stating that a plaintiff who has an action for breach of

contract against a third person is not precluded "from

maintaining an action . . . against the person who has induced

or otherwise caused the breach").     Indeed, Cottman acknowledges

that "there is a common law duty to refrain from interfering

with contractual rights."    Relying on this Court's decision

in Station #2, Cottman, however, asserts that a tortious

interference claim cannot form the requisite unlawful act

because it "necessarily depends on, and is not independent of,

contract obligations."

     In Station #2, we addressed whether a conspiracy merely to

breach a contract qualifies as the required unlawful act for a

claim under Code §§ 18.2-499 and -500.    280 Va. at 173-74, 695

S.E.2d at 541.   There, the plaintiff alleged that the defendants

conspired to breach their agreement to allow the plaintiff to

install soundproofing material in the void space above the

ceiling of its restaurant.    Id. at 171, 695 S.E.2d at 539-40.




                                 11
The unlawful act, according to the plaintiff, was the breach of

that agreement.

     On appeal, we affirmed the trial court's judgment

sustaining a demurrer to the statutory business conspiracy

claim.   Id. at 176, 695 S.E.2d at 543.   We concluded that a

"conspiracy merely to breach a contract that does not involve an

independent duty arising outside the contract is insufficient to

establish a civil claim under § 18.2-500." Id. at 174, 695

S.E.2d at 541 (emphasis added); see also Richmond Metro. Auth.

v. McDevitt Street Bovis, Inc., 256 Va. 553, 559, 507 S.E.2d

344, 347 (1998) ("A tort action cannot be based solely on a

negligent breach of contract."); Dunn Constr. Co. v. Cloney, 278

Va. 260, 267, 682 S.E.2d 943, 946-47 (2009) ("[T]he

determination whether a cause of action sounds in contract or

tort depends on the source of the duty violated.").   We

explained that mere non-performance of a contract cannot "rise

to the level of an 'unlawful act' under Code § 18.2-500

[because] the duty of performance under the contract springs

solely from the agreement; the duty is not imposed extrinsically

by statute, whether criminal or civil, or independently by

common law."   Station #2, 280 Va. at 174, 695 S.E.2d at 541.     We

therefore concluded that the non-performance of a contract could

not, without more, qualify as an "unlawful act."    Id. at 174,

695 S.E.2d at 541.


                                12
     In reaching this conclusion, we emphasized that the

plaintiff's agreement with the defendants did not "implicate

[any] statutory or independent common law duties" and thus a

conspiracy merely to breach that agreement was insufficient to

state a claim under the business conspiracy statutes.   Id. at

175, 695 S.E.2d at 542.   However, the following cases involving

statutory business conspiracy claims, we explained, were

distinguishable from Station #2 because they, unlike Station #2,

did involve conduct violating independent common law

duties: Commercial Bus. Sys., 249 Va. at 41, 453 S.E.2d at 263

(a defendant's employee awarded a contract to the plaintiff's

employer as a result of a bribe); Advanced Marine Enters. v.

PRC, 256 Va. 106, 112, 501 S.E.2d 148, 151 (1998) (a defendant

hired the plaintiff's employees although they were subject to a

non-compete agreement); CaterCorp, 246 Va. at 26-27, 431 S.E.2d

at 280-81 (a defendant conspired with a plaintiff's employee to

breach his common law duty of loyalty); Simmons, 261 Va. at 577-

78, 544 S.E.2d at 676-77 (plaintiff alleged breach of fiduciary

duties); and Feddeman & Co. v. Langan Assocs., P.C., 260 Va. 35,

46, 530 S.E.2d 668, 675 (2000) (same).   Moreover, in Station #2,

the plaintiff did not allege claims for tortious interference

with contract and/or tortious interference with business

expectancy so we had no occasion to address the issue raised in

the first certified question.


                                13
     As we discussed in Station #2, the only duties at issue in

a breach of contract claim are those arising solely from the

contract itself; therefore, a breach of contract "does not,

without more, create a basis for recovery in tort." 280 Va. at

174, 695 S.E.2d at 541.   In contrast, both tortious interference

with contract and tortious interference with business expectancy

are intentional torts predicated on the common law duty to

refrain from interfering with another's contractual and business

relationships.   That duty does not arise from the contract

itself but is, instead, a common law corollary of the

contract.   See Wyatt, 283 Va. at 693, 725 S.E.2d at 558.     The

duty arises outside the contract even though the intentional

interference must induce or cause a breach or termination of the

contractual relationship or business expectancy.    See Dunn,

McCormack & McPherson, 281 Va. at 558, 708 S.E.2d at 870.

     Accordingly, we hold that tortious interference with

contract and tortious interference with business expectancy each

constitute the requisite "unlawful act" to proceed on a business

conspiracy claim under Code §§ 18.2-499 and -500.   See Bray &

Gillespie Mgmt. LLC v. Lexington Ins. Co., 527 F.Supp.2d 1355,

1370 (M.D. Fla. 2007) ("Tortious interference with a business

relationship can constitute an unlawful act for the purposes of

pleading a claim for civil conspiracy."); Advanced Power Sys. v.

Hi-Tech Sys., 801 F.Supp. 1450, 1458 (E.D. Pa. 1992) ("To


                                14
establish an underlying unlawful act . . . , plaintiff must

prove that the parties came together for the express purpose of

committing either a criminal act or an intentional

tort."); John's Insulation, Inc. v. Siska Constr. Co., 774

F.Supp. 156, 161 (S.D.N.Y. 1991) (noting that a plaintiff must

plead "specific wrongful acts which constitute an independent

tort" to establish the predicate unlawful act in a civil

conspiracy claim); American Diversified Ins. Servs. v. Union

Fidelity Life Ins. Co., 439 So. 2d 904, 906 (Fla. Dist. Ct. App.

1983) ("[A]ppellant has stated a cause of action for civil

conspiracy based on an independent tort, specifically the tort

of intentional interference with business

relationships."); Avery v. Rossford Ohio Transp. Dist., 762

N.E.2d 388, 395 (Ohio Ct. App. 2001) ("[T]he underlying unlawful

act must be a tort.").

                          B. Question #2

     The second question asks whether a two-year or five-year

statute of limitations applies to claims of tortious

interference with contract and tortious interference with

business expectancy.   Under Code § 8.01-243(A), an action for

personal injuries is subject to a two-year statute of

limitations, while under Code § 8.01-243(B) an action for injury

to property is subject to a five-year statute of limitations.

The dispositive issue is whether tortious interference with


                                15
contract and tortious interference with business expectancy

allege injury to property.   See Willard, 262 Va. at 482, 551

S.E.2d at 600 (holding that the "applicable statute of

limitations is determined by the type of injury alleged").     If

so, they must be brought within five years after the cause of

action accrues.   Code § 8.01-243(B).   If not, the two-year

statute of limitations in either Code § 8.01-243(A) or -248

applies. 6

     We have held that "the right to performance of a contract

and the right to reap profits therefrom are property rights

which are entitled to protection in the courts."    Worrie, 198

Va. at 536, 95 S.E.2d at 196 (emphasis added); accord Chaves,

230 Va. at 120, 335 S.E.2d at 102; see also Downey v. United

Weatherproofing, Inc., 253 S.W.2d 976, 980 (Mo. 1953) ("The

right to perform a contract and to reap the profits therefrom,

and the right to performance by the other party, are property

rights entitling each party to the fulfillment of the contract

by performance."); Raymond v. Yarrington, 73 S.W. 800, 803 (Tex.

     6
       The second certified question asks only about the two-year
and five-year statutes of limitations in Code § 8.01-243.
Cottman, however, argues that the applicable statute of
limitations is the catchall two-year provision in Code § 8.01-
248. As the statute's plain language indicates, it applies only
to "[e]very personal action . . . for which no limitation is
otherwise prescribed." In determining whether Code § 8.01-248
applies, we analyze the nature of the cause of action at issue.
Parker-Smith v. Sto Corp., 262 Va. 432, 439, 551 S.E.2d 615, 619
(2001).



                                16
1903) ("It seems to us that where a party has entered into a

contract with another to do or not to do a particular act or

acts, he has as clear a right to its performance as he has to

his property, either real or personal; and that knowingly to

induce the other party to violate it is as distinct a wrong as

it is to injure or destroy his property."); cf. Andrews v. Ring,

266 Va. 311, 319, 585 S.E.2d 780, 784 (2003) (holding that Code

§§ 8.01-499 and -500 "apply to business and property interests,

not to personal or employment interests").

     As Cottman notes, determination of the applicable statute

of limitations in Worrie depended on whether the alleged cause

of action for conspiracy to breach a contract was of the nature

to survive the death of the plaintiff.   198 Va. at 536, 95

S.E.2d at 195.   At that time, actions that survived and thus

subject to a longer statute of limitations were those for

"'wrong to property, real or personal, or which [grew] out of

breach of contract.'"    Id. at 536, 95 S.E.2d at 195

(quoting Winston v. Gordon, 115 Va. 899, 915-16, 80 S.E. 756,

763 (1914)).   Because of statutory enactments in 1977,

survivability is no longer germane in deciding which statute of

limitations applies.    Willard, 262 Va. at 479, 551 S.E.2d at

598; Pigott v. Moran, 231 Va. 76, 80, 341 S.E.2d 179, 181

(1986).   Nevertheless, the Court's analysis in Worrie to




                                 17
determine whether an alleged injury is to property or to the

person remains relevant and binding. 7

     That analysis centered on the plaintiffs' claim that "their

business or estate, their property" in an employment contract

with a dancing instructor was destroyed by the defendants'

conspiracy to induce breach of the employment contract and to

solicit the plaintiffs' customers, depriving the plaintiffs of

business.   Worrie, 198 Va. at 536-37, 95 S.E.2d at 196.    We

concluded that based on those allegations, "the wrong done and

damage done [was] directed to the estate or property of the

plaintiffs and not to them personally."   Id. at 537, 95 S.E.2d

at 196; compare Willard, 262 Va. at 481, 551 S.E.2d at 599

(holding that a shareholder's rights to dissent to corporate

action "are property interests and that allegations of loss of

dissenters' rights constitute an allegation of 'injury to

property' within the meaning of Code § 8.01-243(B)"), and Lavery

v. Automation Mgmt. Consultants, Inc., 234 Va. 145, 154, 360

S.E.2d 336, 341-42 (1987) (holding that an action seeking

damages for the unauthorized use of a person's name, portrait,

or picture was a claim for injury to property), with Pigott, 231

Va. at 81, 341 S.E.2d at 182 (holding that alleged fraud by a

realtor was directed at the plaintiffs personally and not to

     7
       Likewise, that portion of the decision in Worrie is not
affected by the Court's subsequent decision in Station #2.



                                18
their property because the fraud had no impact on the real

property, which remained in the same condition and was available

for the same use both before and after the alleged fraud was

perpetrated).

     As already discussed, one of the elements of a claim for

tortious interference with either a contract or business

expectancy requires intentional interference inducing or causing

a breach or termination of the contractual relationship or

business expectancy.   Chaves, 230 Va. at 120, 335 S.E.2d at 102.

Such interference is directed at and injures a property right,

i.e., the right to performance of a contract and to reap profits

and benefits not only from the contract but also from expected

future contracts or otherwise advantageous business

relationships.   See Worrie, 198 Va. at 536, 95 S.E.2d at

196; see also Pure Milk Ass'n v. Kraft Foods Co., 130 N.E.2d

765, 772 (Ill. App. Ct. 1955) ("'[T]he right to perform a

contract and to reap the profits resulting from such performance

. . . are property rights which entitle each party to

protection, and to seek compensation by action in tort for any

injuries to such contract.'"); Johnson v. Gustafson, 277 N.W.

252, 254 (Minn. 1938) ("[T]he interest in a contract being a

property right, a party thereto has a right of action against

persons who are by their conduct substantially interfering with

the performance thereof."); Barr v. Essex Trade Council, 30 A.


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881, 885 (N.J. Ch. 1894) ("A man's business is [his]

property."); Carolina Overall Corp. v. East Linen Supply, Inc.,

174 S.E.2d 659, 661 (N.C. Ct. App. 1970) ("The theory of the

doctrine which permits recovery for the tortious interference

with a contract is that the right to the performance of a

contract and to reap the profits therefrom are property rights

which entitle each party to protection and to seek compensation

by action in court for an injury to such contract.").     Contrary

to Cottman's argument, tortious interference is not an

allegation of nothing more than disappointed economic

expectations, which are redressed by the law of

contracts.   See Sensenbrenner v. Rust, Orling & Neale,

Architects, Inc., 236 Va. 419, 425, 374 S.E.2d 55, 58 (1988).

     Therefore, we hold that the five-year statute of

limitations in Code § 8.01-243(B) applies to both tortious

interference with contract and tortious interference with

business expectancy.

                         III.   CONCLUSION

     In summary, we hold that both tortious interference with

contract and tortious interference with business expectancy

qualify as an unlawful act for purposes of a business conspiracy

claim under Code §§ 18.2-499 and -500. We also hold that the

five-year statute of limitations in Code § 8.01-243(B) applies




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to causes of action for tortious interference with contract and

tortious interference with business expectancy.

                              Certified question 1 answered in
                              the affirmative.


                              Certified question 2, alternative
                              II answered in the affirmative.




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