Present: Kinser, C.J., Lemons, Goodwyn, Millette, and Mims, 

JJ., and Lacy and Koontz, S.JJ.

LEWIS-GALE MEDICAL CENTER, LLC

OPINION BY

v. Record No. 100457 SENIOR JUSTICE LAWRENCE L. KOONTZ, JR.

June 9, 2011

KAREN J. ALLDREDGE

FROM THE CIRCUIT COURT OF THE CITY OF ROANOKE

Jonathan M. Apgar, Judge

Lewis-Gale Medical Center, LLC (“Lewis-Gale”) appeals 

from a jury verdict awarding Dr. Karen J. Alldredge $900,000 

for tortious interference with her contract of employment with 

Southwest Emergency Physicians, Inc. (“SWEP”). The 

dispositive issue we consider is whether Dr. Alldredge 

presented sufficient evidence to permit the jury to find that 

Lewis-Gale employed improper methods to induce SWEP to 

terminate her employment.

BACKGROUND

Lewis-Gale has assigned three errors to the circuit 

court’s judgment approving the jury’s verdict in favor of Dr. 

Alldredge, contending that the circuit court erred in 

permitting the jury to consider Dr. Alldredge’s alleged 

emotional distress as an element of her damages, in failing to 

find that the jury’s award of damages was excessive, and in 

failing to rule that Dr. Alldredge had not met her burden of 

proving that Lewis-Gale employed improper methods to induce 

SWEP to terminate Dr. Alldredge’s employment and, thus, had 
2

not proven as a matter of law that this termination was the 

result of a tortious interference by Lewis-Gale in her 

contract relationship with SWEP. Because we find the 

resolution of this last issue to be dispositive, we will limit 

our recitation of the facts established in that part of the 

voluminous record necessary for our resolution of this appeal. 

Union of Needletrades, Industrial & Textile Employees v. 

Jones, 268 Va. 512, 514, 603 S.E.2d 920, 921 (2004). Under 

familiar principles, we consider those facts in the light most 

favorable to Dr. Alldredge, the prevailing party in the 

circuit court.

SWEP and Lewis-Gale entered into a contract in 2005 under 

which SWEP’s physician-employees exclusively staffed LewisGale’s Emergency Department. Dr. Alldredge, an emergency room 

physician, was a contract participant in SWEP from 2005 until 

the termination of her employment in 2008. Her contract 

provided for a 12-month term of employment with SWEP and 

included an automatic renewal provision. However, the 

contract further provided that it could be terminated by 

either party without cause subject to a 90-day written notice 

of the intent to do so.

In late March 2008, Alldredge attended an informal dinner 

with some of the emergency room nursing staff who were 

employees of Lewis-Gale. During the dinner, these nurses 
3

discussed a letter addressed to the Lewis-Gale administration 

voicing certain work-related concerns. Dr. Alldredge was the 

only physician present. A few weeks later, Dr. Alldredge was 

shown the letter by one of the nurses and explained to the 

nurse that she did not sign the letter because it related to 

“a nursing issue, not a physician issue.” She subsequently 

conceded that she did not sign this letter because she also 

knew that SWEP did not want its physicians involving 

themselves in Lewis-Gale’s personnel issues.

Candi Carroll, Lewis-Gale’s chief nursing officer, 

received a copy of the letter. Carroll subsequently became 

aware of Dr. Alldredge’s involvement with the signatories to 

the letter. By email, Carroll contacted Dr. Robert E. 

Dowling, SWEP’s president who also served as Medical Director 

for the Emergency Department at Lewis-Gale. Carroll informed 

him of her belief that Dr. Alldredge had supported the staff 

that had sent the letter and inquired “what the plan of [SWEP] 

is to deal with Doctor Alldredge.” Carroll and Dr. Dowling 

exchanged several emails addressing Carroll’s concerns. 

Carroll also advised her superiors of the situation.

After learning that Dr. Alldredge had attended the 

dinner, Charlotte Tyson, chief operating officer of LewisGale, was concerned that Dr. Alldredge, as a non-employee of 

Lewis-Gale, had become involved in the hospital’s personnel 
4

matters. Tyson contacted Dr. Jeffrey M. Preuss, one of the 

other physicians with SWEP, and “brought to [SWEP] the fact 

that there was a perceived issue with Doctor Alldredge’s 

behavior and they had asked that [SWEP] do something to take 

care of that issue, resolve it one way or another.”

On April 29, 2008, at SWEP’s request, Tyson and Carroll 

met with members of SWEP’s executive board. During the 

meeting, Tyson described Dr. Alldredge’s behavior as that of 

an “organizational terrorist,” and told SWEP’s executive board 

that when a business has someone like Dr. Alldredge, “they had 

to go.” Although the representatives of SWEP repeatedly asked 

Tyson how Lewis-Gale wanted the situation addressed, Tyson 

maintained that she never expressly told SWEP that LewisGale’s administration wanted Dr. Alldredge’s employment to be 

terminated. Nonetheless, shortly after the meeting Dr. 

Dowling informed Tyson in an email that he was going to 

recommend the termination of Dr. Alldredge’s employment at a 

meeting of the SWEP board on May 1, 2008.

The minutes of SWEP’s board meeting cite additional 

concerns about Dr. Alldredge’s “treatment of other partners 

and group members” and “her behavior over the years.” The 

board was of opinion that “the situation had come to a crisis 

point” and that Dr. Alldredge “was not likely to improve her 

behavior long-term.” Nonetheless, the principal concern cited 
5

by the board was that not terminating Dr. Alldredge’s 

employment could jeopardize SWEP’s contract with Lewis-Gale. 

Dr. Alldredge, who was present for part of the meeting, 

defended herself and expressed frustration and sadness at 

being called an “organizational terrorist.”

Dr. Alldredge arranged a meeting with Tyson and Vincent 

Giovanetti, Lewis-Gale’s chief executive officer, on May 5, 

2008. SWEP suspended making a decision on whether to 

terminate her employment pending the outcome of this meeting. 

According to Dr. Preuss, SWEP did not want to terminate Dr. 

Alldredge’s employment and would not have done so if “the 

outcome was favorable” in her meeting with Tyson and 

Giovanetti.

According to Dr. Alldredge, the purpose of the meeting 

with Tyson and Giovanetti was that “I was going to try and 

save my job, because ultimately it was hospital administration 

that wanted me gone,” not SWEP. During the meeting, Dr. 

Alldredge was anxious and knew it was a “live or die” 

situation. After Dr. Alldredge’s meeting with Tyson and 

Giovanetti, Dr. Preuss concluded that Lewis-Gale’s 

“administration wanted [SWEP] to proceed with how [its 

executive board] had voted” to terminate Dr. Alldredge’s 

employment.
6

SWEP terminated Dr. Alldredge’s employment in accord with 

the provision of her contract by providing her with a 90-day 

notice period. However, when Dr. Alldredge declined to report 

for her next scheduled shift at the emergency room, SWEP 

removed her from active employment but continued to pay her 

salary for the next three months.

On June 2, 2008, Dr. Alldredge filed in the Circuit Court 

of the City of Roanoke a complaint against Lewis-Gale alleging 

tortious interference with her contract of employment with 

SWEP. Dr. Alldredge did not specifically allege that LewisGale used “improper methods” in procuring the termination of 

her employment, but asserted that Lewis-Gale had used 

“threats” and referred to its “illegal interference.” Dr. 

Alldredge alleged that in addition to lost income, shareholder 

interest and other opportunities as a result of her employment 

being terminated from SWEP, she would continue to suffer from 

loss of “future employment and employment opportunities [and] 

damage to [her] professional reputation.” Dr. Alldredge 

sought $10,000,000 in compensatory damages.
7

Lewis-Gale filed an answer denying liability as well as a 

plea in bar1 asserting that Alldredge could not maintain an 

action for tortious interference because she was an employeeat-will as her contract with SWEP allowed her employment to be 

terminated without cause. Lewis-Gale further contended that 

because it could likewise terminate its contract with SWEP 

without cause, it actions as alleged in Dr. Alldredge’s 

complaint did not rise to the level of improper methods 

required for establishing a tort action for interference with 

an at-will contract. The circuit court rejected Lewis-Gale’s 

argument, finding that even if the termination without cause 

provision of the SWEP contract made Dr. Alldredge an at-will 

employee, the allegations of the complaint were sufficient to 

support a cause of action against Lewis-Gale for using 

improper methods to interfere with Alldredge’s rights under 

that contract.

Following discovery, Lewis-Gale filed a motion for 

summary judgment alleging that there were no disputed material 

 1 Though styled a plea in bar, Lewis-Gale’s pleading was 

more properly a demurrer. The asserted failure of the 

complaint to allege use of improper methods in the intentional

interference with the at-will employment contract would not 

have created a jurisdictional bar to the suit, but merely 

would have resulted in a failure to state a viable claim. 

Regardless of how a pleading is styled, we review the judgment 

of the circuit court on that pleading under the standard 

appropriate to its substance. See Chesterfield County v. 

Stigall, 262 Va. 697, 701 n.2, 554 S.E.2d 49, 52 n.2 (2001).
8

facts and that Dr. Alldredge could not establish that LewisGale acted improperly in its dealings with SWEP in seeking the 

termination of Dr. Alldredge’s employment. Lewis-Gale 

conceded that Tyson’s abrasive manner and intemperate language 

may have been “unsavory,” “careless,” and “harsh,” but 

maintained that because Tyson and the other Lewis-Gale 

administrators were pursuing what they perceived as the best 

commercial interests of the hospital and were within their 

rights under the hospital’s contract with SWEP, Alldredge 

could not establish that any improper method had been used to 

procure the termination of Dr. Alldredge’s employment.

Dr. Alldredge responded to the motion for summary 

judgment asserting that Lewis-Gale had fabricated a pretext of 

“smoke and mirrors” to procure the termination of her contact 

with SWEP. Dr. Alldredge maintained that the response of 

Lewis-Gale’s “all-mighty chain of command” to the employees’ 

letter and her involvement in its drafting was “irrational and 

disproportionate” and led to Tyson and others threatening to 

cancel SWEP’s contact and making defamatory statements 

concerning Dr. Alldredge. She contended that these 

allegations were in dispute and, if proven, were sufficient to 

establish that Lewis-Gale’s actions exceeded that permissible 

in its commercial relations with SWEP and, thus, were improper 

and rendered its interference in the contract between SWEP and 
9

Dr. Alldredge tortious. During a pre-trial hearing covering 

numerous motions, the circuit court took Lewis-Gale’s motion 

for summary judgment under advisement.

A jury trial commenced in the circuit court on September 

8, 2009. At the conclusion of Dr. Alldredge’s case-in-chief 

following three days of testimony presented by witnesses for 

Dr. Alldredge during which evidence in accord with the above 

recited facts was adduced, Lewis-Gale moved to strike Dr. 

Alldredge’s evidence and for summary judgment. Lewis-Gale 

again asserted that, because the termination of Dr. 

Alldredge’s employment was authorized under the at-will 

provision of her contract with SWEP, Dr. Alldredge had not met 

her burden of proving that any action by Lewis-Gale that 

resulted in SWEP’s decision to terminate Dr. Alldredge’s 

employment was illegal, tortious, or otherwise improper.

The circuit court denied the motion to strike. In doing 

so the court did not expressly find what actions by Lewis-Gale 

could form the basis for the jury finding that the hospital’s 

administrators had employed improper methods in procuring

SWEP’s termination of Dr. Alldredge’s employment. Rather, the 

court focused on whether Lewis-Gale was aware that Dr. 

Alldredge had an expectancy of continued employment and 

whether “the members of SWEP felt pressured to respond to 

[Lewis-Gale’s] statements and actions.”
10

The case was submitted to the jury, which was instructed 

that Dr. Alldredge had the burden of proving that Lewis-Gale 

“use[d] improper methods to interfere with the contractual 

relationship or expectancy” between Dr. Alldredge and SWEP. 

The jury returned its verdict for Dr. Alldredge, awarding her 

$900,000 in compensatory damages. Lewis-Gale filed a posttrial motion to set aside the verdict, for a new trial, or 

remittitur. The circuit court denied this motion without 

further comment in a final order dated December 10, 2009 and 

confirmed the jury’s verdict. This appeal followed.

DISCUSSION

In Chaves v. Johnson, 230 Va. 112, 120, 335 S.E.2d 97, 

102 (1985), we recognized that the tort of intentional 

interference with performance of a contract by a third party 

is a permissible cause of action in Virginia. “The elements 

required for a prima facie showing of the tort are: (i) the 

existence of a valid contractual relationship or business 

expectancy; (ii) knowledge of the relationship or expectancy 

on the part of the interferor; (iii) intentional interference 

inducing or causing a breach or termination of the 

relationship or expectancy; and (iv) resultant damage to the 

party whose relationship or expectancy has been disrupted.” 

DurretteBradshaw, P.C. v. MRC Consulting, L.C., 277 Va. 140, 
11

145, 670 S.E.2d 704, 706 (2009) (citing Chaves, 230 Va. at 

120, 335 S.E.2d at 102).

“Additionally, when a contract is terminable at will, a 

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

interference, must allege and prove not only an intentional

interference that caused the termination of the at-will 

contract, but also that the defendant employed improper

methods.” Dunn, McCormack & MacPherson v. Connolly, 281 Va. 

553, 559, ___ S.E.2d ___, ___ (2011) (internal quotation marks 

omitted) (emphasis in original); see also Jae-Woo Cha v. 

Korean Presbyterian Church of Washington, 262 Va. 604, 613, 

553 S.E.2d 511, 515 (2001); Perk v. Vector Resources Group, 

253 Va. 310, 314, 485 S.E.2d 140, 143 (1997); Restatement 

(Second) of Torts § 766, cmt. g (1979). However, the 

plaintiff need not prove that “the ‘improper methods’ used 

were inherently illegal or tortious,” but “only that the 

interference was intentional and improper under the 

circumstances” of the particular case. Maximus, Inc. v. 

Lockheed Info. Mgmt. Sys. Co., 254 Va. 408, 414, 493 S.E.2d 

375, 379 (1997).

An employment contract is terminable at-will if the plain 

terms of the contract provide that the employer may terminate 

the contact prior to the designated period of time of the 

employment without being required to establish a just cause 
12

for doing so. Cave Hill Corp. v. Hiers, 264 Va. 640, 646, 570 

S.E.2d 790, 793 (2002). Although such a contract may place 

conditions of notice and timing of the termination, when the 

employer complies with these conditions the termination does 

not constitute a breach of the employment contract. Id.

In the present case, regardless of any expectancy that 

Dr. Alldredge may have had with regard to her continued 

employment by SWEP, because her contract provided for 

termination by SWEP after giving 90 days notice, Dr. 

Alldredge’s contract was for employment at-will. Accordingly, 

Dr. Alldredge was required to prove not only that Lewis-Gale 

intentionally interfered with her contract relationship with 

SWEP, but also that in doing so Lewis-Gale employed “improper 

methods.”

The thrust of Lewis-Gale’s assertions is that when Dr. 

Alldredge’s evidence adduced at trial is viewed in its 

totality, it was insufficient as a matter of law to permit the 

jury to find that Lewis-Gale’s dealings with SWEP with regard 

to its employment of Dr. Alldredge constituted improper 

methods that would sustain her cause of action for 

interference with her at-will employment contract. Thus, 

Lewis-Gale contends that the court erred in not striking her 

evidence and submitting the case to the jury. We agree.
13

Our recent decision in Dunn, McCormack & MacPherson

reiterated the contours of what constitutes the types of 

“improper methods” that a third party may not undertake when 

it intends for those actions to result in the termination of 

an at-will contract between others. Quoting from Duggin v. 

Adams, 234 Va. 221, 227-28, 360 S.E.2d 832, 836-37 (1987), we 

said:

“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. 

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. . . .”

“Methods also may be improper because they 

violate an established standard of a trade or 

profession, or involve unethical conduct. Sharp 

dealing, overreaching, or unfair competition may 

also constitute improper methods.”

Dunn, McCormack & MacPherson, 281 Va. at 559, ___ S.E.2d at 

___. We declined, however, to expand the parameters of 

“improper methods” to include “actions solely motivated by 

spite, ill will and malice” toward the plaintiff. Id.

Dr. Alldredge did not allege or present any evidence 

tending to prove that Lewis-Gale’s actions were “illegal or 

independently tortious.” Nor was there any fiduciary duty 

owed to Dr. Alldredge that Lewis-Gale could have violated. 
14

Dr. Alldredge did not assert that Lewis-Gale’s motivation in 

seeking to have SWEP terminate her employment involved a 

desire to gain some competitive advantage, violated an 

established standard of the dealings between hospitals and 

their independent medical contractors, or involved unethical 

conduct in the form of sharp dealing, overreaching, or unfair 

competition.

Rather, Dr. Alldredge maintains that Lewis-Gale’s actions 

were improper in that it used intimidation, duress, and undue 

influence based upon Lewis-Gale’s ability to bring “financial 

ruin” on SWEP by canceling its contract to provide emergency 

room services to Lewis-Gale, which was SWEP’s principal source 

of revenue. However, while the evidence supported the 

inference that SWEP was concerned about the continuation of 

its contract with Lewis-Gale, the at-will contract between 

Lewis-Gale and SWEP allowed termination of the contract upon 

due notice and without cause at any time. This status required 

that SWEP be continually sensitive to the possibility of 

termination for any reason or no reason, regardless of any 

specific action or comment made by Lewis-Gale officers or 

personnel. Thus, the inherent intimidation or duress 

experienced as a result of the very nature of this at-will 

contract cannot rise to the level of improper methods 

necessary to establish a cause of action for tortious 
15

interference with contract expectancy. Furthermore, in this 

case neither Dr. Alldredge’s allegations nor her evidence 

demonstrated a specific threat or other action by Lewis-Gale 

that it was going to cancel its contract with SWEP if SWEP did 

not terminate Dr. Alldredge’s employment.

We also reject Dr. Alldredge’s allegations that Tyson’s 

statements, such as her use of the term “organizational 

terrorist” to describe Dr. Alldredge, were independently 

tortious and therefore rose to improper methods. These 

statements were certainly unwise, unprofessional hyperbole, 

and may even indicate a personal animus toward Dr. Alldredge. 

In the context of Tyson's discussions with SWEP, however, the 

statements did not rise to the level of fraud, 

misrepresentation, deceit, or defamation that could constitute 

improper methods of interference with the contract between Dr. 

Alldredge and SWEP. Likewise, we find no significant support 

in the record for Dr. Alldredge’s assertion that Lewis-Gale 

violated its contract with SWEP or its own internal personnel 

policies by bringing its complaints directly to SWEP’s 

executive board.

We disagree with Dr. Alldredge that the actions of LewisGale’s administrators, particularly Tyson, which Lewis-Gale’s 

counsel concedes were “unsavory,” “careless,” and “harsh,” 

rose to the level of the “improper methods” required to prove 
16

Lewis-Gale’s actions exceeded that permissible in normal 

business relations in order to give rise to a cause of action 

in tort. In Chaves, we noted that where the defendant has its 

own contractual or commercial relationship with the other 

party to the plaintiff’s contract, a balance must “be struck 

between the social desirability of protecting the business 

relationship [of the plaintiff and the other party], on one 

hand, and the interferor’s freedom of action [with the other 

party] on the other.” 230 Va. at 121, 335 S.E.2d at 103. In 

Chaves, we addressed this observation to the availability of 

an affirmative defense of privilege or justification, but we 

are of opinion that it applies with equal force to determining 

what the law will deem to be an improper method by the 

interferor when there is an existing commercial relationship 

between it and the other party to the contract with the 

plaintiff. See, e.g., Charles E. Brauer Co. v. NationsBank of 

Va., N.A., 251 Va. 28, 36, 466 S.E.2d 382, 387 (1996); see 

also Frank Brunckhorst Co. v. Coastal Atlantic, Inc., 542 

F.Supp.2d 452, 464 (E.D. Va. 2008).

Under Virginia law, a threat to perform an act one is 

legally entitled to perform is not a wrongful act. Goode v. 

Burke Town Plaza, Inc., 246 Va. 407, 411, 436 S.E.2d 450, 452-

53 (1993); Bond v. Crawford, 193 Va. 437, 444, 69 S.E.2d 470, 

475 (1952). Thus, in Charles E. Brauer Co. we held that “the 
17

lawful exercise of [defendant’s] statutory and contractual 

rights which incidentally may have interfered with the 

[plaintiff’s] negotiations for sale of the inventory . . . is 

not actionable and will not support recovery for tortious 

interference with contractual relations.” 251 Va. at 36, 466 

S.E.2d at 387.

As we have previously observed, “the law will not provide 

relief to every disgruntled player in the rough-and-tumble 

world comprising the competitive marketplace.” Williams v. 

Dominion Tech. Partners, L.L.C., 265 Va. 280, 290, 576 S.E.2d 

752, 758 (2003) (internal quotation marks omitted). The fact 

that Virginia recognizes the existence of the tort of 

intentional interference with a contract does not mean that 

every contract relationship which is terminated or disrupted 

through the interference of a third party promoting its own 

interests will result in tort liability for that party. 

Rather, the law provides a remedy in tort only where the 

plaintiff can prove that the third party’s actions were 

illegal or fell so far outside the accepted practice of that 

“rough-and-tumble world” as to constitute improper methods.

In sum, Lewis-Gale’s actions in this case involving atwill contracts did not rise as a matter of law to the level of 

the “improper methods” required for Dr. Alldredge to prove 

that Lewis-Gale’s purposeful interference in her contract 
18

relationship with SWEP was tortious. Accordingly, we hold 

that the circuit court erred in not striking Dr. Alldredge’s 

evidence and in not granting summary judgment to Lewis-Gale.

CONCLUSION

For the reasons stated, we will reverse the judgment of 

the circuit court confirming the jury verdict in favor of 

Alldredge and enter final judgment for Lewis-Gale.2

Reversed and final judgment.

 2 Having found that Dr. Alldredge failed to meet her 

burden of proof to establish tortious interference in her 

contract relationship with SWEP by Lewis-Gale, its remaining 

assignments of error and the assignment of cross-error raised 

by Dr. Alldredge, all concerning the elements and quantum of 

her damages, are now moot.