Drafted by Richard Alan Gaudet, Esq. · Massachusetts Business Attorney · Business Law
Quick Answer: M.G.L. c. 93A, Section 11 lets one Massachusetts business sue another for unfair or deceptive conduct. The catch is that courts demand more than a consumer must show. The behavior has to rise to rascality, meaning egregious or brazen conduct. Win, and you can recover doubled or trebled damages plus attorney fees, which reshapes any settlement.
Most people file Chapter 93A under consumer protection, and they are right that it began there. What many business owners miss is that it is also a powerful weapon against other businesses. If a supplier, vendor, distributor, or customer has wronged you, Section 11 of Chapter 93A may hand you a claim that reaches well past a plain breach of contract. Let me walk you through how that works.
What Section 11 Actually Says
On its face, M.G.L. c. 93A, § 11 is direct. It lets one business sue another business for unfair or deceptive conduct. The section makes any use or employment of an unfair or deceptive act or practice in trade or commerce unlawful, and it applies to disputes between businesses just as it applies to consumer claims.
Here is the wrinkle the courts have built in over the years. The standard for a business-to-business claim sits higher than the standard for a consumer claim.
When a consumer sues under 93A, they only have to show the practice was unfair or deceptive. The burden is not enormous. Courts are protecting people who may be vulnerable, who may not have a lawyer, and who may not follow complex business language.
When one business sues another, courts ask a different question: was the conduct rascally? I will unpack that in a moment, but the takeaway is simple. Your business claim has to be stronger than a consumer claim. The defendant’s conduct must be more egregious, more intentional, and more obviously wrong.
The Rascality Standard Explained
Let me offer the definition courts have used. Rascality means conduct so outrageous or brazen that it goes beyond the bounds of ordinary business misconduct. It is dishonest, unfair, and deceptive, but it is also shocking in its disregard for basic fairness or honesty.
Why insist on this? The reasoning is that businesses are sophisticated. They hire lawyers, they negotiate, they keep accountants, and they bargain from a more equal footing than a consumer facing a large corporation. So when two businesses clash, courts presume they could have protected themselves through contract, due diligence, or investigation.
None of that means you cannot win a business-to-business 93A claim. It means the defendant’s conduct has to be bad, clearly bad, not merely bad in your opinion.
Here is conduct that would likely clear the rascality bar:
Deliberate misrepresentation of goods or services. You hired a contractor to install a specific brand of equipment. He installed a cheaper, inferior brand and told you it was what you paid for. That is rascality.
False statements about financial condition or creditworthiness. A vendor told you it had cash on hand to finish a project, so you signed up for the work. In reality it was broke, went bankrupt, and never finished. If it knowingly misrepresented its financial status, that is rascality.
Breach of contract combined with deceptive conduct. This one matters. A plain breach of contract is not a 93A violation. But if you breach in a way that involves deception, misrepresentation, or unfair dealing, you can trigger 93A liability.
A pattern of dishonest dealing. If a supplier has systematically shortchanged you, hidden facts, or shown repeated intentional misconduct, that pattern can demonstrate rascality.
Obvious concealment of material facts. You are buying a business. The seller knows the biggest customer is about to leave but says nothing, and actively hides communications or records that would show it. That is rascality.
Now here are scenarios that probably will not meet the bar:
A bad business decision or unfavorable terms. You hired a consultant and the advice did not pan out. That is not a 93A claim, even if the advice was weak, because there was no deception.
Aggressive negotiating. The other side pushed hard for a discount, took a tough position, and refused your first offer. That is business, not rascality.
A difference in interpretation. You and the vendor read the contract differently. You think they owe more; they think they have performed. That is a contract dispute, not a 93A claim.
Market conditions. The price fell after you signed. The vendor is unhappy but has no duty to renegotiate. Not a 93A issue.
The line between a bad business deal and rascality carries enormous weight, because it decides whether you have a case at all.
Common B2B Scenarios Where 93A Applies
Let me walk you through situations I see in practice.
Vendor disputes. You hired a service provider, whether a contractor, consultant, or software vendor, under a contract. They promised X and delivered Y. More to the point, they knew they could not deliver X or were cutting corners, yet told you everything was fine. That is where 93A enters. If there was deception about what they could or did deliver, you have a claim.
Distributor relationships. You signed on to distribute a product. The manufacturer told you it was certified, high quality, or would be supported in specific ways. That turned out to be false. If they knew and did not disclose it, Section 11 is your tool.
Misrepresentation of products or materials. You bought supplies based on specifications and quality claims, and what arrived was substandard or misrepresented. If the seller knew the discrepancy and said nothing, that is unfair dealing.
Wrongful collection efforts. You dispute a bill, and your vendor responds with aggressive, deceptive, or unfair collection tactics against you. Under 93A, that can be actionable. I have written more about this in my article on Chapter 93A and debt collection.
Joint venture or partnership disputes. You entered a business relationship based on false representations about the other party’s experience, resources, or intentions. If those were material and knowingly false, you have a claim.
The common thread runs through all of them. One business made a representation or implied a fact, knew it was untrue, withheld the truth, and the other business relied on it to its detriment.
Why This Matters for Your Business
Let me explain why this goes beyond simply having one more legal tool.
First, damages. Under M.G.L. c. 93A, § 11, a winning business recovers actual damages. You also get double damages if the conduct was unfair or deceptive, and if it was willful or knowing you can reach treble, or triple, damages. On top of that, you recover attorney fees. That is significant. A $100,000 dispute can become $200,000 or $300,000 plus legal costs.
That reality changes the settlement math for the defendant. They might be willing to fight a breach of contract claim, but once they see a Section 11 allegation attached, settlement starts to look far more attractive.
Second, it sends a message. Bringing a 93A claim signals that you are serious. It says this was not just a business disagreement but dishonest dealing, and it pressures the other side to resolve fairly.
Third, it helps you procedurally. Before you can file a 93A lawsuit, you have to serve a demand letter, and that letter carries specific requirements. Written correctly, it demands payment, sets a deadline, and warns the defendant that a failure to respond in good faith will lead you to pursue treble damages. Plenty of disputes settle at the demand letter stage simply because the defendant finally grasps the exposure.
There is a flip side. If you bring a business-to-business 93A claim and lose, you lose. There is no consolation prize, and the court will not rewrite it as a simple breach of contract. So you need to be confident the conduct rises to rascality. You need evidence of deception or unfair dealing, not just a broken promise.
That is exactly why you want a lawyer before you send that demand letter. You need someone who knows the case law, who can judge whether your facts meet the rascality standard, and who can draft the letter to protect your interests and maximize your leverage.
Frequently Asked Questions
Can businesses sue each other under Chapter 93A?
Yes. M.G.L. c. 93A Section 11 lets one business sue another. The standard is higher than for consumer claims, though. You must show the conduct was unfair or deceptive and that it rises to the level of rascality, meaning egregious or outrageous behavior rather than an ordinary dispute.
What does the rascality standard mean?
Rascality means conduct that is brazen, egregious, willful, or shocking to basic fairness. It is more than mere unfairness or deception; it requires behavior that goes beyond ordinary business misconduct. Courts scrutinize business-to-business claims more strictly because both sides are presumed sophisticated.
What happens if I win a business-to-business Chapter 93A case?
If you win, you can recover actual damages, double or treble damages when the conduct was knowing or willful, and attorney fees. The award can be substantial, which is why resolving these disputes fairly and early is so important for both sides.
What business disputes commonly involve Chapter 93A?
Common scenarios include vendor disputes where services are not delivered as promised, distributor relationships built on false product claims, breach of contract combined with deceptive conduct, and situations where a party misrepresents its financial condition or ability to perform.
The Bottom Line
If another business has wronged you, whether by lying, concealing facts, or engaging in conduct that is unfair in a meaningful way, do not stop at breach of contract. Look at Chapter 93A Section 11. It is a powerful tool that a lot of businesses never consider.
Use it carefully, though. Make sure the conduct really is rascally rather than just disappointing, and make sure you have the evidence. Before you take action, talk to a Massachusetts attorney who understands how courts apply this standard.
If you are on the receiving end of a 93A claim, or you are weighing whether to bring one, my office can help. I have handled these disputes from both sides, and I know how to assess and resolve them fairly. You can also review the Massachusetts Attorney General’s business resources at mass.gov. Call my office at 978-273-8337 or visit gaudetlawoffice.com to schedule a consultation. We can talk through whether you have a business-to-business 93A claim or how to defend against one.
About the Author
Richard Alan Gaudet, Esq. is a Massachusetts attorney at the Law Offices of Richard Alan Gaudet, LLC in Middleton, Massachusetts, who handles business-to-business Chapter 93A disputes and commercial litigation. His practice focuses on professional license defense, business law and litigation, family law, and landlord representation, serving clients across Northern, Eastern, and Central Massachusetts. Reach him at 978-273-8337 or rgaudet@gaudetlawoffice.com. Office: 35 Village Rd., Ste 100, Middleton, MA 01949.
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ABOUT THIS ARTICLE
This article was prepared by a Massachusetts attorney and is provided solely for general informational and educational purposes directed to members of the general public. It does not constitute legal advice and does not create an attorney-client relationship. The law applicable to any particular situation depends on the specific facts and circumstances of that matter. Readers are encouraged to seek the advice of a licensed Massachusetts attorney before taking any action.
