Blackstone v. Cashman, 448 Mass. 255 (2007); G.S. Enterprises, Inc. v. Falmouth Marine, Inc., 410 Mass. 262 (1991); G.L. c. 260, § 2A
Tortious interference in Massachusetts — improper motive or improper means
A claim in Massachusetts trial courts · Last verified August 26, 2026
Two related torts share this page: interference with an existing contract, and interference with a prospective contractual or advantageous relationship. They differ in what the plaintiff had to lose and in how easily a defendant can justify what it did.
Both turn on the same requirement, and it is the one that defeats most of these claims: the interference must have been improper in motive or means. Massachusetts does not treat causing someone to lose a deal as a wrong. It treats causing it wrongfully as a wrong.
What the claim is
Someone deliberately caused a third party to break a contract with you, or wrecked a business relationship you were counting on.
Where the right comes from
Common law.
What a plaintiff has to prove
Interference with contract:
- A contract between the plaintiff and a third party;
- The defendant's knowledge of it;
- The defendant's intentional interference with it, and that the interference was improper in motive or means; and
- Damage resulting.
Interference with advantageous relations:
- A business relationship or a contemplated contract of economic benefit with a third party;
- The defendant's knowledge of it;
- Intentional and improper interference, again by motive or means; and
- Loss of the advantage as a direct result.
The second claim reaches relationships that never became contracts — a prospective customer, a job offer, a deal in negotiation. The trade-off is that the more speculative the relationship, the harder causation and damages become.
What "improper" means
This is the whole case. The plaintiff must prove more than that the defendant acted intentionally and that it hurt.
Improper means — conduct wrong in itself. Misrepresentation. Threats. Defamation. Breach of a fiduciary duty. Violation of a statute. Where the means were independently unlawful, the element is usually satisfied.
Improper motive — the interference was for a purpose other than the defendant's own legitimate advantage. Spite, retaliation, or a desire to injure the plaintiff rather than to benefit the defendant.
What is not improper: competing for the same customer, offering better terms, hiring an at-will employee away, refusing to deal, enforcing your own contract rights, or protecting a legitimate financial interest. A competitor who takes your customer by making a better offer has not interfered tortiously — it has competed, which the law encourages.
The corporate official — the actual malice requirement
This is the doctrine that decides the employment cases, and plaintiffs walk into it constantly.
Where the defendant is an official of the plaintiff's own employer — a supervisor, a manager, an officer — acting within the scope of their employment responsibilities, the plaintiff must show actual malice: a spiteful, malignant purpose unrelated to any legitimate corporate interest. Blackstone v. Cashman, 448 Mass. 255 (2007).
Ordinary "improper motive" is not enough against such a defendant. The reason is structural: a company acts only through people, and a manager who recommends a termination is doing the company's work. Without a heightened standard, every discharge would generate a personal claim against the supervisor who carried it out.
A similar protection applies to a party with a legitimate financial interest in the contract — a parent company, a major creditor, a shareholder — who may act to protect that interest without liability, absent malice or improper means.
How long you have to file
Three years under G.L. c. 260, § 2A, from the interference.
A chapter 93A § 11 claim on the same facts carries four years — and interference by improper means between businesses is regularly pleaded as an unfair method of competition, which is where the fee award and the multiplier come from.
What has to happen before you file
Nothing. Where the interference took the form of statements to third parties, expect an anti-SLAPP motion under G.L. c. 231, § 59H if any of it was petitioning activity — a complaint to a regulator, a court filing, a letter to a public body — and a losing plaintiff pays the movant's fees.
What the claim pays
Lost profits from the contract or relationship destroyed.
Consequential economic loss.
Emotional distress damages, in some interference cases — this is a tort rather than a contract claim, and Massachusetts has allowed distress damages where the interference was directed at the plaintiff personally.
Twelve percent statutory interest from commencement, which on a years-old interference is a large part of the recovery.
No punitive damages at common law.
No attorney's fees — which is why the 93A count matters so much on business facts.
Who can be sued
A third party to the contract. A party cannot tortiously interfere with its own contract; that is a breach of contract claim, or a breach of the implied covenant.
A competitor, on improper means.
A supervisor or corporate official, on actual malice.
A person who induced an employee to breach a valid restrictive covenant, which is the recurring commercial version of this claim.
Common defenses
- Justification — the defendant acted to protect a legitimate business or financial interest.
- No improper motive or means, which is the defence in most cases.
- The corporate-official privilege, requiring actual malice.
- No knowledge of the contract or relationship.
- No causation — the third party would have ended the relationship anyway, or the contract was terminable at will and was going to be terminated.
- Truth, where the interference consisted of statements.
- The anti-SLAPP statute, where the conduct was petitioning.
- Limitations.
What people get wrong
Competing is not interfering. Taking a customer with a better price is lawful. Taking one by lying about your competitor is not.
Suing your boss requires actual malice. A manager acting within their responsibilities is protected unless the plaintiff shows a spiteful purpose unrelated to the employer's interest.
An at-will contract can still be interfered with — but the damages are limited by the fact that the relationship could have ended at any time.
You cannot interfere with your own contract. Plead breach instead.
There are no fees here. Chapter 93A § 11 is the route on business facts, and it adds a year to the deadline.
Where it came from
The tort began in the nineteenth century as a remedy for enticing away a servant, and it grew into a general protection for contractual relationships. Its expansion made courts uneasy for an obvious reason: an economy runs on people persuading other people to do business with them rather than with someone else, and a tort of "causing a lost contract" would make competition actionable.
Every limit on the modern claim traces to that worry. The improper-motive-or-means requirement separates competition from wrongdoing. The justification defence protects a defendant pursuing a real interest of its own. And the actual-malice rule for corporate officials keeps the tort from converting every employment decision into a personal suit against the decision-maker.
The result in Massachusetts is a claim that is pleaded in most commercial and employment disputes and succeeds where the plaintiff can point to something the defendant did that was wrong on its own terms — a lie, a threat, a breach of duty — rather than merely effective.
Common questions
How long do I have to sue for tortious interference in Massachusetts?
Three years. A chapter 93A claim on the same business facts gets four.
Can I sue a competitor for taking my customer?
Only if it used improper means — misrepresentation, threats, or unlawful conduct — or acted from an improper motive. Better terms are not interference.
Can I sue my manager for getting me fired?
Only on proof of actual malice: a spiteful purpose unrelated to any legitimate corporate interest.
What is the difference between the two versions of this claim?
One protects an existing contract; the other protects a prospective business relationship. The second is harder to prove on causation and damages.
Can I recover attorney's fees?
Not on the common-law claim. Chapter 93A § 11 is the route between businesses.
Can a company interfere with its own contract?
No. That is a breach of contract claim, or a breach of the implied covenant.