G.L. c. 93A, §§ 2, 11; G.L. c. 260, § 5A
Chapter 93A § 11 in Massachusetts — the business claim, with no demand letter
A claim in Massachusetts trial courts · Last verified August 26, 2026
Section 11 is the business version of chapter 93A, and it is not section 9 with different parties. Four things change: no demand letter, a narrower injury element, a geographic limit, and no $25 floor.
What stays the same is what makes it worth pleading — double or treble damages on a willful or knowing violation, multiplied against the judgment, and mandatory attorney's fees on any finding of liability.
What the claim is
Another business used unfair or deceptive practices against yours, and it cost you money or property.
Where the right comes from
G.L. c. 93A, § 2 and § 11.
What a plaintiff has to prove
- The plaintiff engages in the conduct of trade or commerce;
- The defendant also engages in trade or commerce, and used an unfair method of competition or an unfair or deceptive act or practice made unlawful by § 2;
- A loss of money or property, real or personal, as a result; and
- The conduct occurred primarily and substantially within the commonwealth — as to which the defendant carries the burden of proving it did not.
Element three is stricter than § 9's "injured by." Section 11 requires a loss of money or property, which forecloses claims for injury that cannot be measured that way.
Section 11 also provides that a business with no such loss may still obtain an injunction if it shows the practice "may have the effect of causing such loss of money or property."
The standard between businesses is higher
Courts apply a different measure of unfairness in a commercial setting. Between sophisticated parties, conduct must reach a level of rascality, or attain a coercive or extortionate quality, before it becomes unfair — a phrase Massachusetts courts have criticised and continued to apply in substance.
The practical consequence is that hard bargaining, an aggressive negotiating position, or a breach committed for business reasons is not enough. What works is a breach used as leverage — a party that withholds performance it owes in order to extract terms it never bargained for.
The geographic defence
Section 11: "No action shall be brought or maintained under this section unless the actions and transactions constituting the alleged unfair method of competition or the unfair or deceptive act or practice occurred primarily and substantially within the commonwealth. For the purposes of this paragraph, the burden of proof shall be upon the person claiming that such transactions and actions did not occur primarily and substantially within the commonwealth."
Two points, and defendants regularly get the second one wrong.
It is not a checklist. Massachusetts courts ask, on the whole, whether the centre of gravity of the conduct was here — where the deception occurred, where the plaintiff received and acted on it, and where the loss landed — rather than counting contacts.
The burden is the defendant's. The statute puts it there expressly. A defendant who raises the issue and leaves the record ambiguous loses the point.
Section 9 has no equivalent provision.
How long you have to file
Four years under G.L. c. 260, § 5A, accruing when the plaintiff knew or should have known of the injury.
What has to happen before you file
Nothing. Section 11 has no demand-letter requirement, and a business claimant that sends one anyway gains nothing procedurally.
The tender mechanism runs the other way instead: the defendant may tender a written offer of settlement with its answer. If the tender is rejected and the court finds the relief tendered was reasonable in relation to the injury the petitioner suffered, "the court shall not award more than single damages" — the multiplier is gone.
What the claim pays
Actual damages — and no $25 minimum. The floor in § 9(3) is not carried into § 11.
Double or treble damages where the court finds a willful or knowing violation of § 2. Note what is missing: § 11 has no bad-faith-refusal prong, because there is no demand to refuse. A § 11 plaintiff has one route to the multiplier where a § 9 plaintiff has two.
Multiplied against the judgment. The same sentence appears in § 11: the amount to be multiplied "shall be the amount of the judgment on all claims arising out of the same and underlying transaction or occurrence, regardless of the existence or nonexistence of insurance coverage."
Mandatory attorney's fees and costs on a finding of a § 2 violation, "irrespective of the amount in controversy."
Equitable relief, including an injunction — and an injunction is available even to a business that has not yet lost money, where the practice may cause such a loss.
Where you file
Section 11 permits the action in the Superior Court, or in the Housing Court as provided in G.L. c. 185C, § 3.
It also permits a claim in the District Court — for money damages only. That route carries no right to equitable relief and no class claims, and for remand, removal and transfer purposes "the amount of single damages claimed" controls.
Section 11 directs that in interpreting unfair methods of competition the court be guided by the Massachusetts Antitrust Act, G.L. c. 93.
Who can be sued
Another business acting in trade or commerce. Both sides must be, which is what separates § 11 from § 9.
Not an employee of the plaintiff, and not a party to a purely intra-enterprise dispute — a transaction between parties to the same organisation is generally not between separate participants in trade or commerce.
Common defenses
- The conduct did not occur primarily and substantially within the commonwealth — the defence the statute names, with the burden on the defendant.
- No loss of money or property.
- The conduct was not unfair or deceptive by the commercial standard.
- A reasonable tender with the answer, which caps recovery at single damages.
- One or both parties were not in trade or commerce, including an intra-enterprise dispute.
- Limitations — four years.
What people get wrong
Sending a demand letter under § 11. It is not required and buys nothing. Worse, a plaintiff who believes a demand is a prerequisite may sit on a claim while the four years run.
Treating § 11 as § 9 for companies. The injury element is narrower, the geographic test exists only here, there is no $25 floor, and there is no bad-faith-refusal route to the multiplier.
Forgetting who carries the geographic burden. The statute puts it on the party claiming the conduct happened elsewhere.
Assuming a breach is enough. Between businesses the conduct has to be coercive or extortionate in character, not merely a broken promise.
Ignoring a tender served with the answer. Rejecting a reasonable one costs the multiplier.
Where it came from
Section 11 was added in 1972, five years after chapter 93A itself. The original statute protected consumers only, and the amendment extended the same machinery to businesses injured by other businesses.
The extension came with limits, and each reflects a worry about what the machinery could do in commercial hands. The demand letter was dropped because businesses do not need a statutory prompt to negotiate. The injury element was tightened to loss of money or property so the multiplier would attach to measurable commercial harm. The geographic requirement was added to stop Massachusetts from becoming the forum of choice for nationwide disputes with a thin local connection — though the drafters put the burden on the defendant, so the limit protects against overreach without becoming a routine escape.
Courts supplied the last limit themselves. Applying the consumer standard of unfairness between sophisticated commercial parties would have made every hard-fought contract dispute a treble-damages case, so they raised the threshold. The result is a statute that is pleaded in nearly every Massachusetts business case and succeeds in a small fraction of them — but where it succeeds, it decides the economics of the whole dispute.
Common questions
Do I need a demand letter for a 93A claim between businesses?
No. Section 11 has no demand requirement.
How long do I have to sue?
Four years from when you knew or should have known of the injury.
What is the "primarily and substantially" test?
The conduct must have occurred primarily and substantially in Massachusetts — and the defendant has the burden of proving it did not.
Can I recover attorney's fees?
Yes. Fees and costs are mandatory once a violation is found, whatever the amount in controversy.
Is the multiplier the same as under § 9?
Almost. Both run from double to treble on a willful or knowing violation, but § 11 has no bad-faith-refusal route, because there is no demand letter to refuse.
Is a breach of contract enough?
No. Between businesses the conduct generally has to be coercive or extortionate — a breach used as leverage rather than a breach alone.