Groundbreaking Developments Blog


March 28, 2024

By Michael Sullivan

Recently, in Cutting Edge Homes, Inc. v. Alan Mayer (Docket No. 23-P-388), the Massachusetts Appeals Court affirmed an award of summary judgment award to an architect on a claim that he had wrongfully interfered with a contract between a builder and two non-party homeowners. This decision was reached even though the builder’s claim involved “state of mind” issues that are traditionally within the province of a jury.

The homeowners hired the builder to make $2.15M worth of improvements to their home. They also hired an architect to review and report on the builder’s work and invoicing – i.e., to act as the “eyes and ears” of the homeowners. The architect came to believe that the builder was overcharging the homeowners, and he informed them of this in direct and colorful terms. The homeowners then terminated the builder and hired a different one — recommended by the architect — to complete the job.

Chagrined, the builder sued the architect, alleging that his actions constituted “intentional interference with contractual or advantageous business relations.” The architect moved for summary judgment, arguing that this claim lacked the essential element of “improper motive or means.” A Superior Court judge granted the motion, finding that while some of the architect’s criticisms may have been inaccurate or excessive, there was no evidence that they were stained by improper motives or means.

On appeal, the Appeals Court recounted the essential elements of any claim alleging improper interference with contractual or advantageous business relations: (1) the plaintiff had a contract or prospective business relations, (2) the defendant knowingly induced a third party to break the plaintiff’s contract or prospective business relations, (3) the defendant’s interference was “improper in motive or means,” and (4) the plaintiff was harmed by the defendant’s interference. In this case, the only dispute was whether there was sufficient evidence of improper motive to satisfy element # 3. (The architect was contractually obligated to review and report on the builder’s work, so the means through which he criticized the builder were undisputedly proper.)

The Appeals Court acknowledged that the case law was not entirely clear on how to apply the improper motive standard when the defendant’s supposed “interference” occurred during his performance of professional tasks. While questions of deceit or dishonestly involve “state of mind” issues usually answered by juries, the Appeals Court found that the professional context, much like the employment context, requires a heightened standard for deciding whether there is a “genuine issue of material fact” that must be left for the jury.

In the end, the Court reiterated the general standard for improper motivation – some form of “deceit” or “dishonesty.” But the professional context requires a bit more. Citing the Restatement (Second) of Torts, the Court ruled that professionals must be allowed to convey “truthful information” and “honest advice within the scope of a request for the advice.” This will “protect the public and private interests in freedom of communication and friendly intercourse.” Indeed, “the lawyer, the doctor, the clergyman, the banker, the investment, marriage or other counselor, and the efficiency expert need this protection for the performance of their tasks.”

As a result, the Court held, “[i]It is not sufficient to show that the advisor was negligent, or made negligent or even grossly negligent misrepresentations. What is required is at least a showing of dishonesty, which the Restatement equates with a lack of good faith.” It was found that “this heightened standard for liability is appropriate to ‘protect the public and private interests in freedom of communication’ – in recognition that contracting parties seek and receive advice regarding their contractual relationships constantly.”

All of this led the Court to “agree with the Superior Court judge that the evidence fell short of generating a genuine issue of fact as to [the architect’s] improper motive or means. To show an improper motive, what is required is a showing of an intent specifically to harm the plaintiff, unrelated to any legitimate business purpose.” According to the Court, there was “no evidence of [the architect] harboring an improper motive, and [the builder did] not so argue.” Rather, the “parties’ communications reflect[ed] honest disagreement and efforts to work through issues, not bad faith.” In conclusion, while acknowledging that the builder “pointed to statements, communications, and actions by [the architect] that a jury could reasonably find were negligent (or perhaps even grossly negligent)[,]” the Court found that such “evidence falls short of the legal standard for improper means, and thus fails to demonstrate the existence of a genuine issue of material fact.”

It the final analysis, the Appeals Court’s decision makes eminently good sense. Without a heightened summary judgment standard, juries could be left to decide the validity of most every professional task. The decision likely will reduce the number of “interference” claims brought against professionals; and when these claims are brought, if they are not accompanied by legitimate evidence that the professional had some personal axe to grind against the plaintiff, they probably will not see the light of trial.

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