A conspiracy requires the combination of two or more persons. To state a claim for civil conspiracy, a plaintiff must show:
- An agreement between two or more parties,
- To do an unlawful act or to do a lawful act by unlawful means,
- The doing of some overt act in pursuance of the conspiracy, and
- Damage to plaintiff as a result of the acts done under the conspiracy.
A corporation is a legal entity, which can only act through its directors, officers and employees. As a result, the intra-corporate conspiracy doctrine provides that agents cannot conspire with their corporate principal, because “it is not possible for a single legal entity consisting of the corporation and its agents to conspire with itself.”
The intra-corporate conspiracy doctrine generally prevents a plaintiff from asserting a claim for civil conspiracy against agents and their corporations for internal agreements to commit wrongful conduct. However, there is an exception, known as the “personal stake” exception, which provides that an agent may be liable for civil conspiracy if he or she has a personal stake in the activities that is separate from the corporation’s interest. In other words, the agent must have acted in his or her own personal interest, “wholly and separately from the corporation.”
In Mancinelli v. Davis, the Fourth DCA recently considered whether a plaintiff sufficiently pled the personal stake exception in an action against a corporation and its CEO for civil conspiracy. In finding that the CEO’s increased compensation resulting from the unlawful conduct was insufficient to establish the personal stake exception, the court said:
A personal stake must be more than just personal animosity on the part of the agent. Moreover, the benefit to the agent must be more than incidental to the benefit to the principal.
However, in an action for civil conspiracy against a hospital and its chairman, the Third DCA found the complaint sufficiently pled the personal stake exception where it alleged that the defendants influenced patients to see the chairman instead of plaintiffs and refused to honor referrals to plaintiffs. Thus, whether the exception applies and an action for civil conspiracy exists should be analyzed on a case by case basis.