Quick answer. A business contract dispute does not automatically establish Chapter 93A liability. Section 11 requires analysis of qualifying unfair or deceptive conduct, resulting loss and the Massachusetts connection. Mass. Gen. Laws ch. 93A, § 11
An unpaid invoice, a delayed approval, or a supplier's refusal to perform can create a serious business dispute. Adding a demand for Chapter 93A damages requires closer analysis of the actual conduct, the obligation at issue, and the resulting loss.
Section 11 provides a route for a person engaged in trade or commerce who suffers a loss of money or property from another commercial actor's qualifying unfair or deceptive conduct. Identifying a contract dispute and identifying the statutory violation are distinct parts of the review. Mass. Gen. Laws ch. 93A, § 11
Start with the obligation and the alleged unfair conduct
In Anthony's Pier Four v. HBC Associates, the Supreme Judicial Court examined an approval power limited by the parties' agreements. The findings showed that approval was withheld as a pretext to force financial concessions beyond the bargain. The Chapter 93A ruling concerned that coercive conduct and the known contractual arrangements. It should not be read as making every missed promise a statutory violation. Anthony's Pier Four, Inc. v. HBC ASSOCIATES, 583 N.E.2d 806, 411 Mass. 451, 472-73 (Mass. 1991) Anthony's Pier Four, Inc. v. HBC ASSOCIATES, 583 N.E.2d 806, 411 Mass. 451, 474 (Mass. 1991)
The distinction has limits. Unlike Anthony’s Pier Four, Lafayette Place Associates involved no contractual obligation to grant the requested extension absent bad faith in the design-review process; the court found no such bad faith. A refusal to supply a concession the contract does not require presents a different question from withholding performance already owed. Lafayette Place Associates v. Boston Redevelopment Authority, 694 N.E.2d 820, 427 Mass. 509, 524-25 (Mass. 1998)
Gather the agreement, amendments, approval conditions, notices and complete correspondence. Identify the exact performance said to be due and the evidence of the asserted pressure or deception. Counsel needs the surrounding exchange as well as the strongest sentence in one email.
The Massachusetts connection needs its own review
Section 11 requires the actions and transactions constituting the alleged unfair conduct to have occurred primarily and substantially in Massachusetts. The person claiming they did not has the statutory burden. Mass. Gen. Laws ch. 93A, § 11
In Kuwaiti Danish Computer Co., the Supreme Judicial Court rejected a fixed-factor formula in favor of a fact-intensive inquiry into the center of gravity of the circumstances giving rise to the claim. It also distinguished Anthony's Pier Four because there were no known contractual arrangements disregarded or breached on the facts before it. Kuwaiti Danish Computer Co. v. Digital Equipment Corp., 781 N.E.2d 787, 438 Mass. 459, 472-73 (Mass. 2003) Kuwaiti Danish Computer Co. v. Digital Equipment Corp., 781 N.E.2d 787, 438 Mass. 459, 475 (Mass. 2003)
Do not rely only on a mailing address or the location of a company's headquarters. Record where the disputed communications, negotiations and conduct occurred and how they relate to the claimed injury. That information helps counsel assess the statutory location requirement.
Connect each requested remedy to its legal basis
Section 11 provides actual damages and requires the specified willful-or-knowing finding for double or treble damages. It also provides reasonable attorney's fees and costs when the court finds a section 2 violation. An allegation in a demand letter does not supply those findings. Mass. Gen. Laws ch. 93A, § 11 Mass. Gen. Laws ch. 93A, § 11
Prepare a supported loss calculation. Separate unpaid amounts, claimed additional expenses, and estimates. Explain which conduct allegedly caused each item, and preserve documents that may challenge the calculation as well as those that support it.
A written settlement tender can matter
Section 11 allows a respondent to tender a written offer of single damages with its answer. If the claimant rejects it and the court finds the tender reasonable in relation to the actual injury, the court must not award more than single damages. Review an offer in the context of the claim and available evidence. Mass. Gen. Laws ch. 93A, § 11
The appropriate response to a business demand depends on the actual statutory route and any court papers received. Bring the full demand, service information, agreements and upcoming dates promptly; a letter's reference to Chapter 93A does not settle every procedural question.
See our business litigation and contract dispute guides, or request a consultation.
This article provides general information about Massachusetts law. The documents, applicable law and facts of an individual matter control. Contacting the firm does not by itself create an attorney-client relationship.