Full opinion text
OPINION OF THE COURT JORDAN, Circuit Judge. Table of Contents I. Introduction ... 365 II. Background .. .366 A. Factual Background ... 366 1. PBX Systems and Maintenance ...366 2. PDS Systems and Maintenance ...369 3. The Dispute between Avaya and TLI .. .369 B. Procedural Background .. .371 III. Avaya’s Appeals .. .373 A. Judgment as a Matter of Law on Avaya’s Common Law Claims ...373 1. Evidence Supporting Avaya’s Common Law Claims ... 374 2. Customer Contract Interpretation ...378 3. Tortious Interference with Prospective Business Advantage .. .381 4. Unfair Competition ... 386 5. Fraud...388 6. ' Breach of Contract .. .389 7. Conclusion ... 392 B. Prejudice on the Antitrust Verdict ...392 1. General Prejudice to Avaya’s Antitrust Defense ... 392 2. “Fear, Uncertainty, and Doubt” Letters .. .392 3. Interference with Defense and Cross-Examination ... 395 4. Harmless Error Analysis ...396 C. Antitrust Issues ... 397 1. Tying in Antitrust Law ... 397 2. PBX Attempted Monopolization Claim...,404 3. PDS Tying Claim .. .407 IV. TLI’s Cross-Appeals .. .409 A. Summary Judgment on TLI’s Common Law Claims .. .410 B. Summary Judgment on PBX Upgrade Tying Claim .. .412 C. Noerr-Pennington Ruling ... 413 V. Conclusion .. .414 I. Introduction When asked why he was so intent on scaling Mount Everest, the ill-fated mountaineer George Mallory famously replied: “because it’s there.” The parties before us have put a twist on that philosophy: they have created their own mountain of issues and have argued, appealed, and cross-appealed nearly all of them. Unfortunately, if, there had been a hope of bringing this matter to conclusion any time soon, that was dashed when, in the middle of trial, the District Court erroneously granted judgment as a matter of law against one side, tainting the entire trial and the ultimate verdict. We will therefore vacate the judgment of the District. Court and remand. with instructions for further proceedings. We do not take this step lightly, but the error of the District Court here was of such magnitude that we seriously doubt the correctness of the ultimate verdict. . This case arises from the fractured relationship between a large communications equipment manufacturer, Avaya Inc. (“Avaya”), and one of its dealers and service providers, TLI. After they fell out, Avaya aggressively acted to block TLI from providing independent maintenance services for Avaya equipment. Meanwhile, the now-independent TLI took a series of legally dubious actions to gain access to Avaya communications systems used by clients the parties once shared.-Avaya filed suit, alleging several business torts and breach of contract; TLI counter-sued for antitrust violations. After years of pre-trial litigation, and in the midst of a months-long trial, the District Court granted TLI’s motion under Federal Rule of Civil Procedure 50 for judgment as a matter of law against Avaya on all of Avaya’s affirmative claims. The Court later instrudted the jury that none of TLI’s actions could be considered unlawful. With that instruction guiding it, the jury found Avaya liable for two antitrust violations and awarded substantial damagés. We conclude that the entry of judgment as a matter of law was erroneous. Given how intertwined the two sides’ claims are—and given that Avaya’s antitrust defense relied in large part on justifying Avaya’s conduct as a response to TLI’s conduct—we also conclude that the erroneous Rule 50 judgment infected the jury’s verdict. We must therefore vacate the judgment of the District Court. A tour of the mountain follows. II. Background A. Factual Background Avaya, the appellant and cross-appellee, “designs, manufactures, sells, and maintains telecommunications equipment.” (Opening Br. at 7.) Two of its-products in particular are the subject of this suit. The first is its private branch exchange (“PBX”), which “is essentially a special-purpose computer ... that functions as a telephone switchboard” and is used by “Marge organizations needing an internal telephone network.” (Id.) The second product is its predictive dialing system (“PDS”), which is an “automated telephone dialing system that uses a predictive algorithm to anticipate when the user ... will be able to reach someone, improving the chances a call will be answered.” (Id. at 7-8.) The PBX technology was invented in the 1980s by AT&T Co., which in 1996 spun its PBX business off to Lucent Technologies, Inc., which in turn spun off Ava-ya in 2000. TLI and three individuals who operated it are the appellees and cross-appellants. TLI sold post-warranty maintenance for Avaya PBXs and PDSs. At one point, TLI was also part of Avaya’s Business Partner program, selling communications systems on Avaya’s behalf. When Avaya began downsizing from 1999 to 2001, it encouraged its Business Partners to hire laid-off Avaya maintenance technicians, even subsidizing that process. TLI made several such hires and began to offer maintenance services in 2001. Not long after, in 2003, TLI and Avaya acrimoniously severed their relationship, but TLI continued to provide maintenance services on Avaya products as an independent service provider. 1. PBX Systems and Maintenance Of the two types of systems at issue in this litigation, the PBX has a substantially larger market. Avaya characterizes PBX systems as durable goods with extended longevity and high fixed costs. During much of the time relevant to this suit, PBX systems had a useful lifespan of about eight years, though some could remain in use for decades. They have many capabilities but were sold in a default mode without most of them activated. Customers could then license individual capabilities, depending on their needs. As one Avaya systems engineer explained it at trial, Ava-ya “provide[s] software to our customers that’s able to do a vast number of things, but customers don’t want to pay for all the things the software can do. ... They may not need all the capabilities ... . So we allow customers to purchase the right to use aspects of the software ... .” (J.A. 1886.) One of those “aspects” is a set of maintenance features that was and is licensed separately from the PBX system itself. Those features are accessed via on-demand maintenance commands (“ODMCs”). Users of the maintenance features—whether Avaya technicians, non-Avaya technicians, or customers themselves—access the pertinent software using login credentials. Each login is matched to the ODMCs that that specific user is authorized to use. In addition to controlling those logins, Avaya has a second way to regulate access to the ODMCs. The ODMCs are only useable on a given PBX system if Avaya has activated the corresponding maintenance software permissions (“MSPs”). Avaya’s PBX systems come with the MSPs disabled, but customers who execute a specific license agreement can have the MSPs, and hence the ODMCs, enabled. Later, when that license terminates, Avaya disables the MSPs. Avaya and its authorized Business Partners offer maintenance service, which is a profitable line of business. Avaya contends that the “margin on the initial sale of a PBX is ‘thin,’ ” whereas the rate of profit on maintenance work is much higher. (Opening Br. at 8.) It says that the profit the company earns from maintenance is an important source of funds for the improvement of PBX systems and the development of new models, which are released roughly every two years. According to Avaya, its major competitors in this market—Cisco, Siemens, and Microsoft—follow a similar business model of low-margin equipment and high-margin maintenance, and those firms compete with each other and with Avaya over the “total cost of ownership” of both equipment and maintenance. (Opening Br. at 9.) During the time period covered by this litigation, Avaya offered three tiers of maintenance options for PBX customers. The highest-end, most expensive- option was to buy maintenance from Avaya itself, whose technicians had full access to ODMCs and certain other Avaya software capabilities. The second, intermediate, option was to purchase maintenance from an authorized Avaya Business Partner; Business Partners could access a customer’s maintenance software through a login called “DADMIN,” once Avaya activated it on a customer’s PBX. As participants in Ava-ya’s maintenance program, Business Partners had to complete special training and were given access to engineering support. They also had to agree not to solicit maintenance contracts from existing Avaya maintenance customers. Avaya forthrightly admits that it thus imposed vertical restraints on maintenance through the Business Partner program to encourage the Business Partners to “expand sales of Ava-ya PBXs in the competitive primary market, rather than simply to cannibalize existing maintenance business.” (Opening Br. at 13.) Finally, Avaya offered a self-maintenance option to its customers. Prior to 2008, customers who undertook to maintain their own PBX systems would have to purchase a license to gain access to the necessary MSPs. In 2005, out of tens of thousands of Avaya PBX customers, about 270 of Avaya’s largest customers used the self-maintenance option, which' • allowed their in-house technology departments to perform maintenance oh their PBX systems. With its 2008 hardware release, Ava-ya began making MSPs part of the base package for all PBX purchasers, so that they no longer had to pay additional money for access to those maintenance features. They were, however, then subject to heightened contractual restrictions against using independent service providers (“ISPs”). ISPs in fact became a fourth source' of maintenance for Avaya PBX systems, and—from Avaya’s perspective at least—a very unwelcome one. Avaya has made no secret of its hostility to ISPs, and it acknowledges that it “has never given third parties the logins necessary to access the ODMCs needed to maintain PBXs.” (Opening Br. at 15.) As Avaya characterizes it, prior to 2003, there were no significant ISPs on the market, and they did not become noticeable market players until 2005. At that point, Avaya released an internal July 2005 bulletin affirming that “Avaya ,.. does not provide maintenance support for clients of or directly to unauthorized service providers” (J.A. 7043), and it recapitulated its policy that MSPs and self-maintenance licensing would not be available to customers who used ISPs. A 2006 federal court opinion rejected an antitrust suit challenging Avaya’s policy against giving ISPs maintenance software access. In its' campaign against ISPs, Avaya updated its customer agreements in 2008 to make explicit that PBX purchasers agreed not to use unauthorized third parties for any service that required MSPs. Specifically, one license restriction stated that the Customer agrees not to ... allow any service provider or other third party, with the exception of Avaya’s ... resellers and their designated employees ... to use or execute any Software commands that cause the software to perform functions that facilitate the maintenance or repair of any Product except ... those software commands that ... would operate if ... [MSPs] were not enabled or activated. (J.A. 7283.) 2. PDS Systems and Maintenance The other Avaya equipment at issue in this case is the PDS system, the market for which is substantially smaller than the PBX market. Avaya presented evidence at trial that no more than 840 Avaya PDS systems were installed nationwide (about 20% of the total PDS market), with Avaya providing maintenance service to about 200 of those customers. PDS systems' tend to induce less long-term intra-brand reliance than PBXs because the cost of an entirely new PDS is similar to the cost of upgrading an existing system. The PDS market is similar to the PBX market in at least one important respect. In both, Avaya says, the profits from maintenance contracts help fund the development of new systems and the upgrades of existing systems. Avaya regularly updates its PDS software with patches to “fix bugs or adapt the product to changing circumstances.” (Opening Br. at 14.) Prior to 2007, patches were available for free to PDS customers on Avaya’s website; after 2007, customers who purchased new PDS systems could only receive patches if they purchased a minimum of one year of software support from Avaya. 3. The Dispute between Avaya and TLI The two sides in this casé present dramatically different stories of their dispute, which began in 2003. Avaya’s story is that it simply enforced long-standing policies against a disloyal former contractor that was breaching contractual duties and dishonestly undermining Avaya’s relationships with its customers. TLI’s version is that Avaya retroactively sprung an anti-competitive policy on its customers that prevented them from using ISPs, in order to vindictively force out of business a competitor who could provide better maintenance service at a lower cost. • . From 1996 to 2003, TLI was an Avaya Business Partner and sold Avaya systems. Around 2000, Avaya launched a program to encourage Business Partners to offer maintenance services. TLI took the opportunity. It claims it “invested millions in building its ■ maintenance capabilities,” while continuing to loyally sell Avaya PBX systems—reaching roughly five million dollars in sales in 2002. (Answering Br. at 5.) The relationship between Avaya and TLI soured that same year, over TLI’s efforts. to compete for maintenance contracts with other Business Partners and with Avaya directly. Avaya had introduced a revised, set of obligations for its Business Partners, the new program being set forth in what Avaya called the “Avaya One” agreement. The intent was to limit intra-brand competition and instead promote inter-brand competition by encouraging Business Partners to expand the total Ava-ya market rather than compete with each other. As TLI characterizes it, the Avaya One agreement was a malicious surprise sprung on the Business Partners who had invested in their maintenance business at Avaya’s encouragement and were now restricted in their ability to compete for customers to get a return on that investment. The formal relationship between Avaya and TLI ended in 2003. TLI had refused to sign on to any agreement that would limit its ability to compete for maintenance clients. Instead, it negotiated a separate agreement with an Avaya agent, under which TLI was exempted from most of the rules against competing for existing maintenance business. When higher-ups at Ava-ya learned of this non-conforming deal, they invoked a termination provision of the contract in July 2003 that allowed them to end the deal on 60-days’ notice. The two sides’ accounts again diverge as to what happened next. According to TLI, Avaya jumped the gun on the 60-day notice period and began prematurely terminating TLI’s access to its clients’ systems, while notifying remaining Business Partners that they should poach TLI’s clients. TLI says that Avaya then went on the warpath to sweep away ISPs, and that ODMC and MSP access restrictions were created to prevent ISPs from competing in the maintenance market. It claims that Avaya would keep customers in the dark about restrictions on ISP service until after the customers had already purchased an expensive system and were “locked in,” at which point Avaya would deliberately misconstrue the license contracts to assert that ISP maintenance was prohibited. TLI also accuses Avaya of other supposedly anticompetitive conduct, including shortening the PBX warranty period in an attempt to force customers to sign up for Avaya maintenance contracts and ending a program that allowed customers to gain MSP access without using an Avaya-authorized provider. TLI argues that it was the target of particularly hostile action by Avaya. First and foremost, TLI alleges that Avaya “sent threatening and misleading letters” to TLI’s “current and potential customers, discouraging them from doing business” with TLI based on a claim that “unauthorized access to the PDS/PBX system [was] a violation of federal and state laws,” a claim that TLI considers to be “without legal basis.” (Answering Br. at 9-10 (internal quotation and editorial marks omitted).) Throughout this litigation, TLI has styled those letters as sowing “fear, uncertainty, and doubt” among its customers, and it has dubbed that correspondence the “FUD letters” for short. Additionally, TLI accuses Avaya of “trespassing on [TLI’s] customers’ systems and disabling their access to critical maintenance software” (Answering Br. at 10), as well as punitively instituting this lawsuit against TLI. In Avaya’s much different narrative, TLI engaged in underhanded tactics to peel off Avaya customers in ways that violated both tort law and the contractual obligations of TLI and its customers. According to Avaya, that unlawful conduct began when TLI, then still a Business Partner, improperly developed a disloyal commercial strategy based on poaching Avaya customers. After TLI was terminated as a Business Partner, it continued to provide maintenance by using improperly acquired login credentials—either DAD-MIN logins gleaned from co-opted Business Partners or logins from customers who had MSP license agreements. To gain those logins, TLI convinced complicit Ava-ya Business Partners deceptively to submit login credential requests for certain TLI customers. TLI would then disconnect PBX systems from phone lines to prevent Avaya from changing the login passwords or from deactivating MSPs. Avaya also argues that TLI hired two former Avaya technicians to assist in tortious activity, one to “crack” Avaya login passwords and one to circumvent security systems in the software. All told, Avaya suggests that TLI made $20-34 million in profit from PBX maintenance using unlawfully-acquired access. This lawsuit was initiated as part of Avaya’s efforts to halt TLI’s allegedly illicit conduct. B. Procedural Background Avaya filed suit on June 2,2006, alleging a host of common law business torts, breach of contract, and violations of federal statutes, specifically the Digital Millennium Copyright Act and the Lanham Act. It sought both money damages and injunc-tive relief to halt TLI’s practices. Those claims were refined over the following four years, eventually resulting in the Fourth Amended Complaint (the “Complaint”), filed in February 2010, which presented the claims as they went to trial. TLI filed counterclaims, alleging numerous common law and federal antitrust violations and seeking both money damages and injunc-tive relief against what it considered Ava-ya’s anticompetitive conduct. Pretrial proceedings lasted for seven years, comprising extensive discovery and motions practice, during which many of the claims were resolved. In 2012, TLI’s common law claims were all dismissed by summary judgment. The District Court also dismissed TLI’s antitrust claims that alleged illegal tying between PBX system upgrades and maintenance. In addition, Avaya voluntarily dismissed its federal statutory claims and several of its common law claims before trial. . Some of the issues on appeal concern litigation conduct. TLI accuses Avaya of malicious litigation behavior, which allegedly cost TLI “millions of dollars in excess litigation costs and delayed resolution of the case for several years.” (Answering Br. at 13.) Specifically, TLI accuses Avaya of abusing the discovery process by making copious and unnecessary requests for documents and admissions and delivering an excessive number of documents to TLI late in the proceedings. TLI suggests that Avaya knowingly pursued meritless claims, namely those that it voluntarily dismissed on the eve of trial. And TLI further alleges that Avaya “routinely produced inadequately-prepared corporate designees for deposition” (id. at 15), served excessively long expert reports, and litigated complex Daubert motions to be able to present experts, only to drop the experts and “substantial portions” of the expert reports at trial (id. (quoting J.A. 352)). Avaya denies any allegations of bad faith conduct and defends its actions as nothing more than vigorous litigation in a complex case. The trial began on September 9, 2013, opening with Avaya’s remaining affirmative claims • against TLI—for breach of contract, tortious interference with prospective economic gain, fraud, unfair competition, unjust enrichment, aiding and abetting former Avaya employees’ misuse of confidential information, and civil conspiracy. As the District Court described it, Avaya’s “jury presentation [] lasted two months, involved 35 witnesses, and spanned over 6,000 pages of transcript.” (J.A. 190.) TLI then moved for, and the District Court granted, judgment as a matter of law as to all of Avaya’s affirmative claims. The gist of the Court’s analysis was that TLI’s customers were authorized to use the maintenance commands and to give them to TLI, so that TLI could not have breached contractual or tort duties by gaining access to those commands. With Avaya’s affirmative case thrown out, TLI then proceeded to present its antitrust counterclaims to the jury, with that portion of the trial spanning nearly four months. When the presentation of evidence concluded, the Court held a fifteen-hour conference with the parties to reconcile their voluminous proposed jury instructions, eventually settling on a set of instructions that ran for 80 pages. Eight distinct antitrust claims ultimately went to the jury. On March 27, 2014, the jury returned a verdict, finding Avaya liable on two of the eight claims: (1) attempted monopolization of the PBX maintenance market, in violation of § 2 of the Sherman Act, and (2) unlawfully tying PDS software patches to maintenance, in violation of § 1 of the Sherman Act. The jury awarded TLI $20 million in damages in a general verdict, which the Court trebled to $60 million in accordance with 15 U.S.C. § 15(a). After trial, both sides filed post-trial motions, seeking either judgment as a matter of law or a new trial on the claims now appealed to us, and the District Court denied those motions. TLI also requested an injunction ordering Avaya to allow its PBX customers to give ODMC access to ISPs. The Court granted that injunction, but it limited it to PBXs sold before May 2008 because Avaya had by then included in its sales contracts language to put customers on clear notice that they could not use ISPs for maintenance. Finally, the Court granted TLI’s motion for prejudgment interest under the Clayton Act, agreeing with TLI on several of its allegations that Avaya pursued non-meritorious claims in bad faith to prolong litigation. Ultimately, the District Court entered final judgment on September 16, 2014, awarding TLI $62,613,052.10. Avaya timely appealed, and TLI conditionally cross-appealed. III. Avaya’s Appeals A. Judgment as a Matter of Law on Avaya’s Common Law Claims We first take up Avaya’s appeal of the District Court’s grant of judgment as a matter of law on its common law claims against TLI for tortious interference with prospective business advantage, unfair competition, fraud, and breach of contract. Because all four claims are based on the same allegedly illicit conduct by TLI, we begin by providing a summary of the evidence of that conduct, as developed at trial. We then apply the state law relevant to each of the four causes of action. For each claim, we conclude that judgment as a matter of law was inappropriate. A motion for judgment as a matter of law under Federal Rule of Civil Procedure 50(a) “should be granted only if, viewing the evidence in the light most favorable to the nonmovant and giving it the advantage of every fair and reasonable inference, there is insufficient evidence from which a jury reasonably could find liability.” Lightning Lube, Inc. v. Witco Corp., 4 F.3d 1153, 1166 (3d Cir. 1993) (citation omitted). Credibility determinations, the weighing of the evidence, and the drawing of legitimate inferences from the facts are jury functions, 'not those of a judge. Thus, although the court should review the record as a whole, it must disregard all evidence favorable to the moving party that the jury is not required to believe. Reeves v. Sanderson Plumbing Prods., Inc., 530 U.S. 133, 150-51, 120 S.Ct. 2097, 147 L.Ed.2d 105 (2000) (internal quotation marks and citations omitted). Given that the District Court heard two months of testimony on Avaya’s common law claims, judgment as a matter of law could only have been appropriate in the extraordinary circumstance that none of that evidence could lead .a reasonable jury to find that TLI was liable on any one of the common law claims. We exercise plenary review over the order granting the motion for judgment as a matter of law, and we apply the same standard as the District Court should have. Lightning Lube, 4 F.3d at 1166. Though the District Court ably supervised the introduction of volumes of evidence and was attentive in managing this complex case, we cannot help but conclude that its decision to grant TLI’s motion for judgment as a matter of law was irretrievably flawed. Avaya provided ample proof of conduct that could support its common law claims, much of which was uncontroverted and came directly from the testimony of TLI executives themselves. While we have high regard for the fine jurist who was at the helm in the District Court, this case is a reminder that “judgment as a matter of law should be granted sparingly.” Goodman v. Pa. Tpk Comm’n, 293 F.3d 655, 665 (3d Cir. 2002). 1. Evidence Supporting Avaya’s Common Law Claims " Avaya presented evidence that TLI engaged in conduct that was at best ethically dubious, and quite po'ssibly unlawful. To summarize the conduct at issue, it is undisputed that TLI enlisted former Avaya employees to “hack” and “crack” Avaya systems, that it submitted deceptive requests for login access, and that it used Avaya’s proprietary knowledge—gained while still Avaya’s Business Partner—to compete directly against Avaya. As a result, TLI was able to lure a significant amount of business away from Avaya and its Business Partners. TLI’s surreptitious business dealings and its executives’ own admissions of secrecy belie any claim that it thought its own conduct was fair and proper. a. Evidence of Unlawful Activity i. Hacking and Cracking The first method TLI used to hack into its clients’ Avaya systems was hiring former Avaya employee Dave Creswick. to crack logins and passwords. Creswick knew that TLI needed the passwords “[t]o do their maintenance” in competition with Avaya. (J.A. 2277.) He would hack into systems and activate MSPs on TLI’s clients’ systems, and he also activated DADMIN login access several times. The evidence introduced at trial of the Creswick hacking scheme was copious, and came mostly from the testimony of TLI executives themselves. Chief Technology Officer Scott Graham acknowledged that TLI paid Creswick to “enable some logins and MSPs” (J.A. 2292) and that it began paying Creswick for this service while TLI was still under contract as an Avaya Business Partner. CEO Douglas Graham acknowledged using Creswick as an “ex-Ava-ya employee [to] create a new password for the systemfs].” (J.A/2747.) Avaya introduced an email in which Douglas Graham offered Creswick “a flat rate of $300 a password for single situations and $200 a password if you do more [than] one password at a time.” (J.A. 6117.) In another email, Creswick bragged to Douglas Graham that “there has not been [an Avaya PBX] system created that I cannot get into.” (J.A. 6059.) TLI eventually developed additional means to access Avaya PBXs, and by 2008, it had begun to “read [] passwords” for itself, using a method similar to (but simpler than) Creswick’s. (J.A. 2361.) TLI also hacked Avaya systems by hiring another former Avaya employee, Harold Hall,, who used software “provided by Avaya” during his time as an Avaya employee to. “beat” Avaya’s security systems. (J.A. 2293). Hall had taken the software, called an “ASG key,” with him when he left Avaya’s employment. He acknowledged at trial that he did not receive permission from Avaya to do so. Scott Graham admitted that Hall’s method was necessary to overcome “an additional security method that was implemented by Avaya on certain releases of the ... PBX software.” (J.A. 2365.) He conceded that he knew “Hall had [software] provided to him by Avaya” and that he “believefd] [Hall] used it through most of his career at Avaya” before using that software “subsequently as a contractor.” (J.A. 2366.) In his own testimony, Hall estimated that he had used the ASG key for TLI “40 [to] 60” times. (J.A. 3057.) ii. Deceptive Access Requests The second way that TLI gained access to Avaya’s PBX systems was to cajole Avaya Business Partners into submitting deceptive requests for login access. As Scott Graham characterized it, TLI would “work[] with several Business Partners” to have them “submit[ ] a DADMIN form at the customer’s request”—but, unbeknownst to Avaya, TLI would be the ultimate user. (J.A. 2293.) Graham acknowledged that, if Avaya had known that TLI was behind the request, it would not have enabled the DADMINs because Avaya was “doing everything [it] could to put [TLI] out of the maintenance business.” (J.A. 2338.) Therefore, as Graham put it, the submissions “did not identify [TLI] on there” and “did not have [TLI’s] name on there to identify to Avaya that [the customer] was also a customer of [TLI’s].” (J.A. 2338.) In response to an interrogatory, TLI identified seven Business Partners who cooperated in the scheme to send access requests “that resulted in the activation of DADMIN logins” that were used by TLI. (J.A. 3041.) iii. Disloyal Use of Knowledge Gained As Avaya Business Partner TLI’s third method for surreptitiously gaining access to Avaya systems was to rely on proprietary information learned when it was under contract as an Avaya Business Partner. Scott Graham testified that “108 locations or about 8 percent” of the PBX systems that TLI serviced “were systems for which TLI provided maintenance using a login' that it had obtained from Avaya when TLI was a Business Partner.” (J.A. 2423.) An additional “17 percent” of TLI’s maintenance business was for “systems that were .., using a default login or password.” (J.A. 2424.) TLI “did indeed learn of [those default passwords] during the time that [TLI was] a Business Partner.” (J.A. 2332.) iv. Subjective Knowledge of Wrongful Conduct Avaya also presented evidence that TLI knew that Avaya considered maintenance access to be proprietary and that TLI deliberately acted in secret to gain system access, from which a jury could infer malice or bad faith. Scott Graham admitted in his testimony that TLI “hid [its] activities from Avaya” and that the information about how TLI gained access was “carefully guarded” when dealing with customers—though he denied providing customers with affirmatively false information. (J.A. 2293-94.) TLI actually went to great lengths to conceal its activities from Avaya. Scott Graham acknowledged that if Avaya knew that TLI was behind the vicarious DAD-MIN login requests, it would not have provided them. Accordingly, TLI would have customers sign blank request forms and would not disclose to them the identity of the Business Partner that would actually submit the form, because “if the Business Partner was identified to the customer, that could get back to Avaya.” (J.A. 2345.) TLI believed (no doubt rightly) that if Avaya learned of that practice, it would have intervened to stop the unauthorized access. As for the hacking schemes, Douglas Graham acknowledged that “it was very important to [TLI] that Avaya didn’t know about Mr. Creswick.” (J.A. 2748.) In an email, Graham wrote that one way TLI got “access to [Avaya] systems” was “having an ex-Avaya employee create a new password for the system,” and he suggested that “[i]f [Avaya] knew of’ the manner in which TLI was getting access, it “would probably be raising it”, in litigation. (J.A. 6363-64.) TLI executive Bruce Shelby testified that TLI would make customers sign non-disclosure agreements before- revealing who its subcontractors were, for fear that Avaya would find out .and “put pressure on all the Business Partners that were on our subcontractor list not to work with us.” (J.A 2986.) He also testified that TLI did not want Avaya “to find out ... how TLI was gaining access to the on-demand maintenance commands.” (J.A. 2997-98.) Testimony also established that TLI acted to obfuscate its practices when dealing with its own customers, For example, when Avaya changed its customer contract language regarding DADMIN access, Scott Graham sent an email to TLI leadership suggesting a tactic to conceal the firm’s methods: In light of Avaya’s recent changes in contract language regarding [DADMIN] specifically, we want , to eliminate that word from our vocabulary when talking to customers. When we refer to logins—we want to simply refer to them as “service log-ins[.”] .. Obviously, some customers will ask pointed enough questions, that we will need to be more descriptive, but' as a default we want to change our message. (J.A, 5817.) The obfuscation apparently worked; in fact, two of TLI’s customers testified that they did not know that TLI was not an authorized maintenance provider when they hired the firm. TLI also took preemptive actions to prevent Avaya from interrupting its activities. According to Scott Graham’s testimony, TLI knew that the MSPs were licensed by Avaya to each customer and that the licenses “all implied” that “Avaya could shut [the MSPs] off’ at the end of a customer’s contractual relationship with Avaya. (J.A. 2382.) Therefore, as Douglas Graham put it in an email, TLI would “tak[e] over the system” of a customer it had successfully solicited, “before Avaya ha[d] time to turn the [MSPs] off, or change the passwords,” which was “simply done by disconnecting the phone line that links Avaya to the customer’s system.” (J.A. 6363.) Similarly, Harold Hall testified that he would access the Avaya systems using the DADMIN logins he had cracked with the software he had walked away with when he quit Avaya, and then he would change the DADMIN password. He testified that the practice was a “routine thing” that TLI did, and that it ensured that “nobody other than [TLI could] access that [system] using the DADMIN login.” (J.A. 3055.) One TLI employee testified that she was instructed to tell customers, who were cancelling a contract with Avaya to “change the line that they had in place” and to “change a password,” all “so that Avaya couldn’t access the system.” (J.A. 2463.) b. Harm to Avaya All of the common law claims at issue have as an element that Avaya establish actual damages resulting from TLI’s unlawful activity. At trial, Avaya presented evidence of several avenues through which TLI’s alleged misappropriation of maintenance access caused it financial harm. First, Avaya lost license revenue when TLI provided the misappropriated access to its customers, who would otherwise have had to license access from Avaya. Scott Graham testified that TLI provided customers with logins that went beyond the base customer logins. Douglas Graham testified to a specific instance in which TLI provided a high-level password to a client so that the client would “not have to pay Avaya for MSPs.” (J.A. 2720.) Shelby testified that TLI would “tell prospective customers that they did not need to pay for MSPs if they were to become a TLI maintenance customer,” “because [TLI] had another method to gain access.” (J.A. 3033.) Second, TLI would itself sell passwords to customers, as was established by Douglas Graham’s testimony. He described how TLI charged “setup fees” for customers who needed a new password. (J.A, 2750.) Also, “[t]here was a time where [TLI] would charge customers if [TLI] had to get a second password.” (J.A. 2750.) That TLI revenue gained by selling Avaya’s proprietary information could be a basis for disgorgement damages. Third, and most importantly, the allegedly misappropriated access enabled TLI to compete directly with Avaya for maintenance customers, costing Avaya profit in its high-margin .maintenance business. Scott Graham, testified that, from 2001 on, TLI competed with Avaya for maintenance dollars. Douglas Graham acknowledged that, since that time, TLI “marketed ,.. its' own maintenance, to existing Avaya maintenance customers,” and he identified one customer in particular that TLI “took over” from Avaya. (J.A. 2704-05.) Shelby acknowledged that TLI “targeted PBX owners with existing maintenance contracts because they were the ones ... who were most likely to spend money on PBX maintenance.” (J.A. 2983.) He also stated that, of those existing maintenance contracts, “[t]he vast majority were with Ava-ya.” (J.A. 2983.) Avaya presented evidence that TLI’s ability to compete for that business depended on the maintenance access that Avaya ■ contends was misappropriated. Scott Graham agreed that “unless [TLI] could access the maintenance commands built into the software, [it] couldn’t ... do the maintenance.” (J.A. 2385.) He also stated that “[s]ome of the services” offered by TLI for the PBX maintenance at issue “do require the maintenance commands.” (J.A. 2294.) And he acknowledged that “generally” the commands at issue “can’t be executed by a customer level login with no MSPs,” hence requiring a higher-level login- of the type that was gained by the various means just described. (J.A. 2294.) The competition for business was especially costly to Avaya because maintenance was a major driver of the profits from its PBX and PDS systems. Avaya’s profit margin on the sale of PBX systems was substantially lower than its profit margin on the whole range of maintenance products. Even if Avaya did not retain the customer as a direct service client, the two other authorized routes for customers to obtain maintenance service—purchasing service from a Business Partner or purchasing licenses for self-maintenance— would also have benefited Avaya financially. As an Avaya executive testified, when a customer signs on with a Business Partner, it becomes a “customer ... that [Ava-ya] can look to sell additional products to.” (J.A. 2065) In some cases, the Business Partner would in turn sell Avaya maintenance service, providing direct revenue to Avaya. Even if the Business Partner sold its own branded maintenance, any such service was “going to ... include[ ] ... some Avaya content,” hence yielding business for Avaya. (J.A. 2569.) Moreover, if the jury credited Avaya’s case, it would have been able to apportion damages to different conduct, because it had evidence of TLI’s total maintenance earnings and the proportion of maintenance attributable to each form of allegedly unlawful access. Avaya’s accounting expert testified that, depending on which profit model was believed (the plaintiffs or the defendant’s), TLI made between $20,260,092 and $31,160,190 from its maintenance of Avaya PBX systems between 2003 and 2010. TLI’s own analysis concluded that its maintenance services were based on logins procured in the following proportions: 8% was “obtained from Avaya when TLI was a Business Partner” (J.A. 2423); 1% was using “a well-known Business Partner password” (id.); 5% was based on deceptive requests from other Business Partners; 24% was “obtained through Mr. Creswick” (J.A. 2424); 28% was “using a login that the customer had provided it access to” (id.); 17% was obtained through a “default login or password” (id.); and 16% was “obtained internally,” including “through use of the known key with Mr. Hall” and TLI’s internally-developed cracking method (id.). If the jury found each of those courses of conduct to be unlawful, the total would account for 99% of the profit that TLI garnered from its Avaya PBX maintenance business. Even limiting the analysis to just the more obviously problematic conduct— deceptive log-in requests, hacking and cracking, and using passwords TLI gained as a Business Partner—it accounts for 53% of TLI’s business. With all the foregoing considerations taken together, we conclude that Avaya presented substantial evidence that, but for TLI’s competition, made possible only' by its alleged theft of proprietary information, Avaya would have received a significant portion of the money TLI’s clients spent on maintenance. Further, it would have been feasible for the jury to attribute particular losses to particular conduct. 2. Customer Contract Interpretation In granting judgment as a matter of law to TLI on Avaya’s common law claims, the District Court largely relied on its ruling that Avaya’s contracts with its equipment customers entitled those customers to give TLI access to their systems to perform maintenance. The District Court ruled that, as a matter of law, “Avaya failed to prove the software licensing agreements entered into by TLI’s 470 customers upon purchasing their PBXs prohibited them from allowing TLI[ ] to access the ODMCs on their systems.” (J.A. 201.) Because that threshold legal determination was so central to the rest of the District Court’s analysis, we turn to considering whether it was correct. There is no dispute that New Jersey law governs this issue, according to the choice of law provision in the customer contracts, and under New Jersey law, “discerning contractual intent is a question of fact unless the provisions of a contract are wholly unambiguous.” Jaasma v. Shell Oil Co., 412 F.3d 501, 507 (3d Cir. 2005) (interpreting New Jersey law) (internal quotation marks and modifications omitted) (quoting In re Barclay Indus., Inc., 736 F.2d 75, 78 n.3 (3d Cir. 1984)). “An ambiguity in a contract exists if the terms of the contract are susceptible to at least two reasonable alternative interpretations.” M.J. Paquet, Inc. v. N.J. Dep’t of Transp., 171 N.J. 378, 794 A.2d 141, 152 (2002) (quoting Nester v. O’Donnell, 301 N.J.Super. 198, 693 A.2d 1214, 1220 (N.J. Super. Ct. App. Div. 1997)). When that is so, it is permissible to look to evidence outside the contract “as an aid to interpretation.” Chubb Custom Ins. Co. v. Prudential Im. Co. of Am., 195 N.J. 231, 948 A.2d 1285, 1289 (2008) (citation omitted). Two sets of license agreements are in dispute, those before and those after 2007. Each is the subject of a distinct question. For the pre-2007 agreements, the question is whether it was ambiguous that they permitted licensees—i.e., Avaya customers—to provide access to ISPs. The post-2007 agreements unambiguously barred giving such access, but it is disputed whether Avaya’s customers actually entered into those agreements. We conclude that, for both sets of agreements, Avaya presented sufficient evidence to at least create disputes of material fact, so that those questions should have been answered by the jury, not the Court. In ruling that PBX license agreements unambiguously gave purchasers a right to use maintenance commands and to provide access to third parties, the District Court relied on language from the “Purchase/Service Agreement.” The Court’s conclusion was based on a provision in “[ljicensing agreements used from 1990 to 2003,” which “granted the purchaser ‘a personal, non-transferable and non-exclusive right to use ... all software and related documentation furnished under this agreement.’” (J.A. 204 (quoting license agreement, an example of which is at J.A. 5856).) In the District Court’s reading, that language gave Avaya PBX customers a “personal ... right” to use MSPs, which the Court viewed as “software ... furnished under this agreement.” In the Court’s view, that- right to use MSPs extended to the customer’s maintenance provider, whether an employee or an independent contractor such as TLI. Avaya challenges the District Court’s interpretation of those agreements, arguing that the MSPs required to perform maintenance were not in fact “furnished under” the Purchase/Service Agreement, so that customers did not have a “right to use” them. (Opening Br. at 30.) Instead, MSPs were “licensed separately through an MSP Addendum ,,. or Maintenance Assist agreement.” (Id.) “Avaya delivered new equipment with MSPs turned off, enabled them only if customers signed a separate ... agreement, and disabled them if that agreement expired.” (Id.) Although customers could maintain their PBX systems without MSPs, it was “just not as efficient” to do so without the remote access that MSPs allowed (J.A. 1995)—hence the value of executing an agreement to activate MSPs. !We do not need to answer who has the better reading of the contracts because, at a minimum, they are ambiguous, and the District Court erred in ruling that Avaya’s reading is untenable. MSPs may have been embedded in the software given to customers, but customers’ ability to access them required a separate* purchase from Avaya. If the District Court’s interpretation were correct, then any time a customer downloaded a piece of software that had components requiring additional payment and permissions, courts would'treat the entire software and all its components as having been “furnished” to the - customer in the original purchase. That is questionable, and the contrary interpretation is, at the very least, plausible. Moreover, given that Avaya’s business model was dependent on selling base equipment and then licensing and enabling additional features such as MSPs, the conclusion that those features were unambiguously meant to ’ be “furnished” in the base purchase is far from clear. As Avaya points out, “[h]undreds of self-maintenance customers paid Avaya for ... access commands,” which would “make no sense if the Purchase/Service Agreements already entitled customers” to them. (Opening Br. at 32.) Avaya, its customers, and even TLI did not read the agreements that way before the lawsuit, and the District Court erred in declaring that the terms were unambiguously contrary to all the parties’ understandings. Avaya also notes that in 1999, the agreements were modified to include a provision that a customer “will not enable or attempt to permit any third party to enable software features or capacity (e.g. additional storage hours, ports, or mailboxes) which Avaya licenses as separate products without Avaya’s prior written consent.” (J.A. 205 n.24.) Based on that language, Avaya argues that customers were barred from allowing an ISP to enable features, such as MSPs, without Avaya’s consent. The District Court, however, did not consider that provision to apply to MSPs. It read the list of enumerated examples—“storage hours, ports ..., and voice mailboxes”—to be “clearly incongruous” with MSPs. (Id.) Accordingly, the Court ruled that MSPs were unambiguously not a “feature[ ] or capacity” subject to the provision’s restrictions. For much the same reasons that we disagree with the District Court’s construction of the “furnished under” language, we also conclude that it was improper to determine that terms “features or capacities]” were unambiguous and did not apply to MSPs. Storage hours, additional ports, and mailboxes are some examples of the add-ons that Avaya licensed separately, but MSPs and ODMCs that provided remote maintenance access might rationally be viewed by a jury as being just as much “features” that enhance a customer’s use of a PBX system. Not only did customers’ behavior provide some corroboration of Avaya’s interpretation of the contract, TLI’s did as well. If the agreements unambiguously permitted customers to give TLI access to MSPs, there would have been little reason for its secretive efforts to gain maintenance access. Indeed, Scott Graham was asked at trial whether he “knew that MSPs were not part of the original sale of the PBX to the customers,” and he responded: “Yes, and that was one of the big problems.” (J.A. 2303.) In light of the imprecision of the words “features” and “capacity” and the extrinsic evidence supporting Avaya’s interpretation of the contract, we conclude that the District Court erred in ruling as a matter of law that the 1999 additions to Avaya’s PBX contracts unambiguously did not apply to MSPs. Having resolved that the District Court erred in construing the pre-2007 customer contracts to be unambiguoüsly contrary to Avaya’s interpretation, we turn to the post-2007 agreements. The District Court acknowledged that the 2007 version of the licensing agreement clearly “obligated the purchaser to refrain from using a third-party maintenance provider,” but it ruled that “Avaya did not introduce any evidence indicating that [TLI’s] customers signed such a licensing agreement, and consequently this iteration of the agreement cannot be used to prove that [TLI’s] customers were prohibited from granting TLI[ ] access to . the ODMCs on their PBXs.” (J.A. 206.) Again, the Court was wrong. Avaya did present sufficient evidence to establish a dispute of material fact, which should have gone to the jury. The form agreement itself was in evidence, and an Avaya employee testified that the standard form agreements as of .2008 included the specific reference restricting use of MSPs. That employee also explained that the forms were crafted by a “forms committee” that ensured that uniform terms and conditions were “incorporated into the templates,” which were then incorporated into “procedures under which [Avaya] used form agreement^]” for PBX equipment, software, and maintenance sales. (J.A, 2615.) Given the evidence of Avaya’s centralized form-drafting procedure, an example of an actual ■ prototypical form, and examples of earlier generations of forms that were in fact signed by customers, a jury could have reasonably found that the post-2007 form agreements were in fact reflective of PBX purchasers’ license obligations. It was thus improper for the District Court to resolve the question as a matter of law rather than leave it to the jury. 3. Tortious Interference with Prospective Business Advantage We now turn to the specific claims that Avaya asks us to revive. We first consider count three of its Complaint, in which Ava-ya set forth a claim for tortious interference with prospective economic advantage. As. a federal court sitting in diversity, and, as is undisputed by the parties, we are obligated to apply New Jersey’s law to the tort claims. See Lorenzo v. Pub. Serv. Coordinated Transp., 283 F.2d 947, 948 (3d Cir. 1960) (per curiam). In Printing MarL-Morristown v. Sharp Electronics Corp., the Supreme Court of New Jersey held that, in a claim of tor-tious interference with ■ prospective business advantage,- “[w]hat is actionable is ‘[t]he luring away, by devious, improper and unrighteous means, of the- customer of another.’ ” 116 N.J. 739, 563 A.2d 31, 36 (1989) (quoting Louis Kamm, Inc. v. Flink, 113 N.J.L. 582, 175 A. 62, 66 (N.J. 1934)). To prevail on such a claim, Avaya “was required to show [1] that it had a reasonable expectation of economic advantage, [2] which was lost as a direct result of [TLI’C’s] malicious interference, and [3] that it suffered losses' thereby.” Ideal Dairy Farms, Inc. v. Farmland Dairy Farms, Inc., 282 N.J.Super. 140, 659 A.2d 904, 932 (N.J. Super. Ct. App. Div. 1995) (citation omitted). In terms of the first element— protectable economic expectations—the Supreme Court of New Jersey has held that “[i]t is not necessary that the prospective relation be expected to be reduced to a formal, binding contract,” and that such prospective relations include “the opportunity of selling or buying land or chattels or services, and any other relations leading to potentially profitable contracts.” Printing Mart, 563 A.2d at 39 (quoting Restatement (Second) of Torts § 766B cmt. c (1979)). Courts have found “a reasonable expectation of economic gain in as slight an interest as prospective public sales.” Id. at 38 (collecting cases). Protectable economic expectations can arise from both existing and potential customers. “Tortious interference developed under common law to protect parties to an existing or prospective contractual relationship from outside interference.” Id. at 38 (emphasis added) (citation omitted). Satisfaction of the first element does not turn on whether the customer is characterized as current or prospective, but rather whether the facts of the case “giv[e] rise to some ‘reasonable expectation of economic advantage.’ ” Id. at 37 (quoting Harris v. Perl, 41 N.J. 455, 197 A.2d 359, 363 (1964)). The second element—malicious interference—requires only “the intentional doing of a •wrongful act without justification or excuse.” Id. at 39 (quoting Louis Schlesinger Co. v. Rice, 4 N.J. 169, 72 A.2d 197, 203 (1950)). Wrongful conduct, always viewed in the specific context of the case presented, is generally defined by reference to custom in the industry. It is conduct that “would not be sanctioned by ‘the rules of the game.’ ” Id. at 40. “[T]he line must be drawn where one competitor interferes with another’s economic advantage through conduct which is fraudulent, dishonest, or illegal.” Ideal Dairy Farms, 659 A.2d at 936 (citation omitted). A benign, or pro-competitive, motive does not absolve misconduct. “While competition may constitute justification, a defendant-competitor claiming a business-related excuse must justify not only its motive and purpose but also the means used.” Id. at 933 (citation omitted). In Lamorte Bums & Co. v. Walters, the Supreme Court of New Jersey held that the “taking of plaintiffs confidential and proprietary property and then using it effectively to target plaintiff’s] clients, is contrary to the notion of free competition that is fair.” 167 N.J. 285, 770 A.2d 1158, 1172 (2001). In that case, two of Lamorte’s employees collected information on its clients with the purpose of using it to start their own business in direct competition with Lamorte. Id. at 1162. The court held that such conduct was sufficient to make out a claim of tortious interference, so that the targeting of a company’s current clients was sufficient to ground a tortious interference claim. Id. at 1172. For a plaintiff to establish the third element, loss and causation, there must be “proof that if there had been no interference there was a reasonable probability that the victim of the interference would have received the: anticipated economic benefits.” Printing Mart, 563 A.2d at 41 (quoting Leslie Blau Co. v. Alfieri, 157 N.J.Super. 173, 384 A.2d 859, 865 (N.J. Super. Ct. App. Div. 1978)). As the Appellate Division of the New Jersey Superior Court has explained, “[i]t is sufficient that plaintiff prove facts which, in themselves or by the inferences which may be legitimately drawn therefrom, would support a finding that, except for the tortious interference by the defendant with the plaintiffs business relationship with [another party], plaintiff would have consummated the sale and made a profit.” McCue v. Deppert, 21 N.J.Super. 591, 91 A.2d 503, 505-06 (N.J. Super. Ct. App. Div. 1952). The District Court here decided that TLI’s' access was not itself wrongful and that, therefore, Avaya’s tortious interference claim must fail. That conclusion rested on two propositions: first, that Avaya had previously allowed ■ TLI to provide maintenance, and, second, that “customers’ licensing agreements specifically allow[ed] for third-party service providers.” (J.A. 226.) Both those - propositions are. problematic in ways that undermine the District Court’s decision. As to the first point, the District Court was wrong to conclude that TLI was entitled to access ODMCs merely because it had been allowed to do so while it was an Avaya Business Partner. Of course TLI was permitted access when it was a contractual partner of Avaya’s, but the District Court provided no rationale to explain why that access survived the termination of that relationship. By close analogy, former employees in Lamorte were entitled to use their' employer’s proprietary customer information while they were working for that employer, but they were not entitled to use that information when they left to become competitors.. 770 A,2d- at 1172. Likewise, TLI was entitled to access ODMCs when it was an authorized Avaya Business Partner, but there is no reason it could expect that its access to proprietary software and logins would survive when it struck out on its own to compete directly against Avaya. As to the second point, we have already explained in detail why the District Court erred in concluding- that Avaya customers were unambiguously entitled to give TLI remote access to perform maintenance. Even if the District Court were correct, however, that would not immunize TLI from a tortious interference claim when it comes to stealing away customers who had service contracts with Avaya. In Wear-Ever Aluminum, Inc. v. Townecraft Industries, Inc., the Chancery Division of the New Jersey Superior Court emphasized that, even though the plaintiff company’s contracts with its employees were terminable at will, that did not permit a third party to interfere with the employment relationship. 75 N.J.Super. 135, 182 A.2d 387, 393 (N.J.Super.Ct.Ch.Div; 1962). Even if the contract in question permits an act eventually taken by a customer, “a stranger to the contract may not exercise his will in- substitution for the will of either of the parties to the contract.” Id. Moreover, even if TLI could have lawfully obtained access to MSPs and ODMCs from Avaya’s customers, that did not insulate it from tort liability for the methods it actually used to access the maintenance commands. If a homeowner gives a neighbor permission to borrow tools, the neighbor is not thereby insulated from a trespass suit if he chooses to break into the garage to get them. Having rejected the District Court’s assessment of those two threshold matters, we turn next to its application of a multi-factor test for tortious interference from the Restatement (Second) of Torts § 767 (1979). Assuming for the moment that the Court was applying the right test—and we think looking to the case law may have been more productive—the District Court nonetheless misstepped in its legal ruling. Section 767 lists the following factors for consideration: (a) the nature of the actor’s conduct, (b) the actor’s motive, (c) the interests of the other with which the actor’s conduct interferes, (d) the interests sought to be advanced by the actor, (e) the social interests in protecting the freedom of action of the actor and the contractual interests of the other, (f) the proximity or remoteness of the actor’s conduct to the interference and (g) the relations between the parties. The factors in that test are laden with subjective value judgments that will rarely be answerable as a matter of law. Nonetheless, and in the face of the already-recounted unflattering evidence against TLI, the District Court concluded that “[e]very single factor strongly indicates that [TLI’s] conduct d[id] not rise to the level ... the law proscribes.” (J.A. 227.) We disagree. First, the District Court stated that TLI acted with proper competitive motive" and interest. But, even assuming that were true, a pro-competitive motive or interest does not absolve- misconduct that falls afoul of the first factor’s.consideration of the nature of the conduct. Again, “[wjhile competition may. constitute justification, a defendant-competitor claiming a business-related excuse must justify not only its motive and purpose but also the means used.” Ideal Dairy Farms, 659 A.2d at 933. Second, the Court considered the nature of the protected interest, and it observed— without further comment or citation to authority—that “the law does not protect as forcefully-a firm’s economic interest in possible, future customers as it does interests in contracting parties.” (J.A. 228.) Whether or not that is true, TLI was in fact interfering with Avaya’s relationships with then-existi