Contractor Objected to Negative Comments on Performance

 

The Massachusetts Appeals Court is­sued a noteworthy decision this month in B.C. Construction Co., Inc. v. Johnson Roberts Associates, Inc., a law­suit between a general contractor and architect.

The city of Everett awarded a construc­tion contract to B.C. Construction Co. Inc. in 2013 to renovate and expand its public li­brary. B.C. submitted change orders during construction, increasing the project’s cost. The architect, Johnson Roberts Associates Inc., settled an unrelated dispute involving an underground wall with Everett, by offer­ing a $20,000 credit.

B.C. and JRA had never worked on a project together before. Somehow B.C.’s change orders and JRA’s dispute with Ever­ett damaged their relationship.

JRA’s antipathy toward B.C. influenced the bidding process on subsequent munici­pal projects in Dracut and Cambridge.

Asked to Consult in Dracut

Dracut asked JRA and a project manage­ment firm in 2019 to evaluate construction bids for a fire station project. B.C. delivered the lowest bid. Massachusetts statutes re­quire that municipal construction contracts be awarded to the lowest responsible bidder.

However, JRA raised doubts about whether B.C. was a “responsible” bidder, apparently based on JRA’s experience with B.C. in Everett, and other negative informa­tion involving B.C. The project manager asked the Massachusetts attorney general’s office whether Dracut could reject B.C.’s lowest bid.

The AG’s office recommended that Dra­cut gather client reviews and allow B.C. to address any negative reviews. It advised that after taking these steps, Dracut could legally reject B.C.’s bid if B.C. was not “re­sponsible.” JRA and the project manager obtained and summarized B.C.’s project ref­erences for the town.

After Dracut’s building committee dis­cussed negative references with B.C.’s pres­ident, Dracut rejected B.C.’s bid.

When budgeting issues delayed its project, Dracut conducted a second round of bidding six months later. B.C. again submitted the lowest bid. JRA again summarized B.C.’s proj­ect references in a report, mentioning poten­tial litigation involving B.C., an architect and a municipality regarding a different project.

JRA again declined to recommend B.C. for the project, and Dracut again rejected B.C.’s bid.

Second Rejection Leads to Lawsuit

Meanwhile, B.C. submitted a bid to con­struct a fire station in Cambridge, where JRA served as architect.

B.C.’s bid was among the lowest, but a JRA principal warned the Cambridge proj­ect manager that in JRA’s experience, B.C. was among the worst general contractors that JRA had ever worked with. JRA also re­ported that B.C.’s recent projects may have required mediation and litigation to be com­pleted. Cambridge rejected B.C.’s bid.

Perceiving JRA as an obstacle, B.C. sued JRA in Superior Court for intentional inter­ference with advantageous business rela­tions and defamation. JRA moved for sum­mary judgment dismissing B.C. suit without a trial, arguing that the undisputed facts did not show JRA to be liable for any wrongful actions.

The Superior Court agreed with JRA and dismissed the suit. B.C. appealed.

The Appeals Court first discussed B.C.’s claim against JRA for intentional interfer­ence with advantageous business relations. To prevail on that claim, B.C. had to prove that JRA knowingly and improperly induced Dracut and Cambridge to forgo business re­lations with B.C.

Not Liable for Offering Honest Advice

The court focused on whether JRA’s mo­tives were improper. After observing that JRA, as project architect, had offered hon­est advice within the scope of its services, the court upheld the Superior Court’s ruling that JRA was not liable for intentionally in­terfering with B.C.’s business relationships during the bidding processes.

The court next considered B.C.’s defama­tion claim against JRA. To prevail on that claim, B.C. had to prove that JRA published a false and defamatory statement about B.C., the statement was not protected by any privilege, and B.C. suffered damages as a result.

JRA argued that its negative statements about B.C. were privileged. Massachusetts courts recognize a “conditional privilege” protecting publication of defamatory mate­rial when publication is reasonably neces­sary to protect legitimate business interests.

This conditional privilege is available where the author of a defamatory statement and its recipient share a common interest, and the statement is intended to protect that interest.

However, the privilege does not excuse malicious statements or knowing false­hoods. The court noted that B.C.’s evidence was insufficient to prove that JRA’s negative statements about B.C. lacked good faith or were so egregious that JRA should be liable for defamation.

Accordingly, the court upheld the Superior Court’s dismissal of B.C.’s defamation claim.

This decision shows that Massachusetts courts are reluctant to hold defendants lia­ble for intentional interference or defama­tion when defendants act in good faith and without obvious malice. This is particularly true in the governmental bidding context, where public agencies depend on candid opinions from independent consultants.

Download the article as seen in Banker & Tradesman on October 27, 2025. Learn more about Christopher R. Vaccaro.