Tortious interference claims in Michigan
I am Mitchell Bisson, a Grand Rapids business litigation lawyer. I have litigated for over 15 years. A business dispute sometimes involves someone outside the contract, such as a competitor who takes a customer or a person who persuades a partner to walk away. This page covers tortious interference questions in Michigan, including claims over a contract or a hoped-for deal, competitors hiring employees, interference with at-will relationships, false statements to customers, and filing deadlines. I act for either side, the business making the claim or the business or person accused.
Most interference disputes in Grand Rapids, Kentwood, Wyoming and the rest of Kent County start with a loss that someone else seems to have caused. A longtime customer stops ordering. A supplier changes its terms. A manager and half of a sales team leave in the same month and show up at a competitor. A partner who was about to sign suddenly does not. The business that lost the relationship wants to know whether the person on the other side did something the law treats as improper, or simply competed. That question decides most of these cases. The general deadline for suing on an interference claim is three years under MCL 600.5805(2), and the Court of Appeals applied that period to both contract and business-expectancy interference claims in Blazer Foods, Inc. v. Restaurant Properties, Inc., 259 Mich. App. 241 (2003).
Michigan treats interference with a contract and interference with a business relationship or expectancy as two separate causes of action, and the elements differ. Health Call v. Atrium Home & Health Care Services, Inc., 268 Mich. App. 83 (2005). Which one fits your facts changes what I have to prove and what evidence I collect first.
Competing for a customer or hiring a person who is free to leave is not wrongful by itself. In CMI International, Inc. v. Intermet International Corp., 251 Mich. App. 125, 131 (2002), the Court of Appeals held that when the defendant’s conduct was not wrongful per se, the plaintiff must demonstrate specific, affirmative acts that corroborate the unlawful purpose of the interference. A claim built on a feeling that the other side must have done something does not survive that test, and a defense that rests on the word “competition” has to account for any evidence of a lie, a threat or a stolen file.
I represent the business or person bringing the claim and the business or person accused. Nothing here predicts how your case will end, and I do not promise outcomes. I do promise to tell you where you stand.
Michigan tortious interference claims, deadlines and key rules
These are the rules in the statutes and the case law. How they apply in your case depends on the facts, the documents and the court.
| Claim or issue | What must be shown | Time limit or key rule | Authority |
|---|---|---|---|
| Interference with a contract | A contract, a breach of it, and an unjustified instigation of the breach by the defendant, plus resulting damage | 3 years | Health Call, 268 Mich. App. 83 (2005); MCL 600.5805(2); Blazer Foods, 259 Mich. App. 241 (2003) |
| Interference with a business relationship or expectancy | A valid relationship or expectancy that need not rest on an enforceable contract, the defendant’s knowledge of it, an intentional interference inducing or causing a breach or termination, and resulting damage | 3 years | Health Call, 268 Mich. App. 83 (2005); Dalley v. Dykema Gossett PLLC, 287 Mich. App. 296, 323-324 (2010) |
| A valid expectancy | A reasonable likelihood or probability, not wishful thinking | A disappointed low bidder on a school construction project had none where the board could reject any or all bids | Cedroni Associates, Inc. v. Tomblinson, Harburn Associates, Architects & Planners, Inc., 492 Mich. 40 (2012) |
| Improper motive or means | A per se wrongful act, or a lawful act done with malice and unjustified in law; if the conduct was not wrongful per se, specific, affirmative acts that corroborate the unlawful purpose | Actions motivated by legitimate business reasons are not improper motive or interference | CMI International, 251 Mich. App. 125, 131 (2002); BPS Clinical Laboratories v. Blue Cross & Blue Shield of Michigan (On Remand), 217 Mich. App. 687, 699 (1996) |
| Who can be sued | A third party to the contract or relationship; a party to a contract cannot sue another party to it for interference; corporate agents are not liable unless they acted solely for their own benefit | A breach of contract claim against the counterparty is the usual route | Derderian v. Genesys Health Care Systems, 263 Mich. App. 364, 382 (2004); Reed v. Michigan Metro Girl Scout Council, 201 Mich. App. 10, 13 (1993) |
| Interference with an at-will relationship | Actionable under an interference theory, but improper conduct is still required; the at-will character of the contract is a factor in measuring damages | Feaheny was decided before November 1, 1990 (see MCR 7.215(J)(1)) | Feaheny v. Caldwell, 175 Mich. App. 291, 304 (1989); Health Call, 268 Mich. App. 83 (2005) |
| False statements that cost business (injurious falsehood) | A published false statement harmful to the interests of another, intent or reason to know that pecuniary harm is likely, knowledge of falsity or reckless disregard, and pecuniary loss | 3 years, limited to the special pecuniary damages alleged | Kollenberg v. Ramirez, 127 Mich. App. 345, 351-355 (1983) |
| Defamation on the same facts | A statement that harms reputation; the claim can lie without proof of damage to business relationships | 1 year | MCL 600.5805(11); Wilkerson v. Carlo, 101 Mich. App. 629, 632-634 (1980) |
The clock starts when the wrong was done. Under MCL 600.5827, outside the specific accrual sections, a claim accrues at the time the wrong was done, regardless of when damage results. In Blazer Foods the Court of Appeals held that neither the continuing wrong theory nor the continuing services theory applied and affirmed the conclusion that the plaintiffs’ suit was barred by the limitations periods, so I look hard at the date of each act of interference and do not assume a later act restarts the clock. 259 Mich. App. 241 (2003).
What the claimant has to prove
A contract and a breach, for a contract claim. The elements of interference with a contract are a contract, a breach, and an unjustified instigation of the breach by the defendant. Badiee v. Brighton Area Schools, 265 Mich. App. 343, 366-367 (2005). If there is no contract, or the contract was not breached, the contract theory fails and the question becomes whether a business relationship or expectancy was disrupted. In Derderian, the plaintiffs lost their interference claim over contracts with other institutions because they produced no evidence of those contracts. 263 Mich. App. 364, 382 (2004).
A valid relationship or expectancy, for a business-expectancy claim. This claim does not need an enforceable contract, but the expectancy has to be real. In Cedroni, the Michigan Supreme Court held that a low bidder on a school construction project had no valid business expectancy, in light of the rule that a disappointed low bidder on a public contract cannot challenge the award and the school board’s statutory power to reject any or all bids. 492 Mich. 40 (2012). I want proof of a history of dealing, a pending proposal or a renewal pattern, not just a customer who might have bought again.
Knowledge and intent. The defendant has to have known about the relationship or expectancy and intentionally interfered, inducing or causing a breach or termination. Health Call, 268 Mich. App. 83 (2005). Emails, texts and call logs that show what the defendant knew, and when, usually carry more weight than what the defendant says later.
Improper motive or means. Interference is actionable only when the defendant did a per se wrongful act, or did a lawful act with malice and unjustified in law. CMI, 251 Mich. App. 125, 131 (2002). A wrongful act per se is an act that is inherently wrongful or can never be justified under any circumstances. Badiee, 265 Mich. App. 343, 366-367 (2005). Improper conduct means illegal, unethical or fraudulent conduct. Feaheny, 175 Mich. App. 291, 304 (1989). When the conduct was lawful on its face, the plaintiff must show with specificity affirmative acts that corroborate the improper motive, and the Court of Appeals has said that actions motivated by legitimate business reasons are not an improper motive or interference. BPS, 217 Mich. App. 687, 699 (1996); Badiee, 265 Mich. App. 343, 366-367 (2005). This element is where many of these cases turn, which is why I start collecting the proof of it first.
A third party. The defendant must be a stranger to the contract or relationship. A plaintiff who is a party to a contract cannot maintain an interference claim against another party to the same contract. Derderian, 263 Mich. App. 364, 382 (2004). The same rule means the defendant must be a third party to the relationship. Reed, 201 Mich. App. 10, 13 (1993). A corporate agent is not liable for interference with the corporation’s contracts unless the agent acted solely for his or her own benefit with no benefit to the corporation. Reed, 201 Mich. App. 10, 13 (1993).
Resulting damage. An interference claim requires proof of actual damage. In Wilkerson, the Court of Appeals contrasted it with a defamation claim, which can lie even where there is no proof of any damage to business relationships. 101 Mich. App. 629, 632 (1980). A client who can show the interference but not what it cost may recover little, so I build the proof of loss from the start.
Defenses and answers I look at in a tortious interference case
These are the questions I start with, whether I am drafting the complaint or the answer.
There was a legitimate business reason. Where the defendant’s actions were motivated by legitimate business reasons, they are not an improper motive or interference. BPS, 217 Mich. App. 687, 699 (1996). In Badiee, a jury verdict for the defendants stood where they showed reasonable business reasons for delaying a payment. 265 Mich. App. 343, 366 (2005). I ask what the defendant would say the business reason was, and whether the documents back it up.
Hiring a person who wanted to leave is not enough. In CMI, the plaintiff failed to show that a former employee did anything more than seek new employment, and the Court of Appeals affirmed dismissal of the interference claim against him. 251 Mich. App. 125, 131-132 (2002). If the recruiting involved false statements, confidential files or a clear contractual restriction, the analysis is different, and I look for those facts first.
The defendant is a party to the contract, or the agent of one. Derderian, 263 Mich. App. 364, 382 (2004); Reed, 201 Mich. App. 10, 13 (1993). If your real complaint is that the other side broke the agreement, the claim is breach of contract, not interference.
No valid expectancy, no contract, or no breach. The defense asks whether the relationship was real. Cedroni, 492 Mich. 40 (2012); Derderian, 263 Mich. App. 364, 382 (2004).
Filing or pursuing a lawsuit. In Dalley, the Court of Appeals held that allegations about a defendant’s pursuit of a temporary restraining order and a groundless lawsuit did not state a claim for interference with a business relationship, because filing a lawsuit, whether groundless or not, is not illegal, unethical or fraudulent. 287 Mich. App. 296, 323-324 (2010).
The deadline. The limitations period is an affirmative defense that must be pleaded with supporting facts. MCR 2.111(F)(3) lists the statute of limitations among the defenses that must be stated in the responsive pleading. A defendant who leaves it out risks losing it. A motion under MCR 2.116(C)(7) can end a claim filed after the three-year period.
No proof of damage. Because actual damage is part of the claim, a defendant can attack the amount and the cause of the loss. Wilkerson, 101 Mich. App. 629, 632 (1980).
Damages and remedies
Money for the loss the interference caused. The claim requires resulting damage, so the starting point is the lost customer, contract or deal and what it was worth. I put numbers on it: the revenue and profit the relationship produced and what the contract or the history of dealing says about how long it would have lasted.
At-will relationships. When the contract was terminable at will, the defendant will say that the loss is speculative. In Health Call, the Court of Appeals held that a blanket rule limiting recovery to nominal damages as a matter of law in all actions arising from the termination of at-will contracts is not legally sound, because there may be factual situations in which a tangible basis exists to assess future damages that are not overly speculative despite the at-will nature of the contract. 268 Mich. App. 83 (2005). In Feaheny, the court agreed with the Restatement position that the at-will character of the contract is a factor to take into account in determining damages. 175 Mich. App. 291, 303-304 (1989). So the at-will label is not a bar to damages, but it does shape the proof.
False-statement cases. For injurious falsehood, the loss must be a pecuniary loss. In Kollenberg, the Court of Appeals limited the three-year period to the special pecuniary damages alleged and held that general damages for injury to professional reputation are not recoverable in the injurious falsehood action. 127 Mich. App. 345, 355 (1983).
Interest. MCL 600.6013 allows interest on a money judgment recovered in a civil action, as that section provides, and the section has its own rules about what interest is allowed, so I check them when I value a claim.
When false statements are involved: interference, defamation and injurious falsehood
A competitor who tells your customers something false about your business can create several claims from the same facts, and the deadlines are not the same. Defamation has a one-year period under MCL 600.5805(11). Interference with a business relationship has a three-year period under MCL 600.5805(2). In Wilkerson v. Carlo, a plaintiff whose defamation claim was filed too late amended his complaint to allege interference with economic relations, and the Court of Appeals held that such an action is subject to the three-year period even though the interference was caused by defamatory statements. 101 Mich. App. 629, 634 (1980). In Kollenberg, the court followed the same reasoning for an injurious falsehood claim where the facts could support either defamation or injurious falsehood. 127 Mich. App. 345, 354-355 (1983).
Two cautions. First, the court in Wilkerson also said the plaintiff must still make sufficient allegations to support the interference theory, so relabeling a defamation case does not rescue it. Wilkerson, 101 Mich. App. 629, 635 (1980). Second, Wilkerson (1980) and Kollenberg (1983) are published decisions that predate November 1, 1990, so a later Court of Appeals panel is not required to follow them under MCR 7.215(J)(1). When false statements are part of the story, I treat one year as the working deadline until I know which claims fit.
How I handle a tortious interference case
- Identify the relationship and read the paper. I start with the contract, order history, proposals, renewal pattern and any non-compete, non-solicitation or confidentiality terms. I decide whether the case is about a contract, an expectancy, an at-will relationship or a mix.
- Build the timeline of the interference. I put dates on what the relationship looked like before, what the other side knew, what it did, and when the relationship ended.
- Find the improper act. I look for the per se wrongful act or the specific, affirmative acts that show an improper purpose: statements to your customers, pressure, misuse of information, or a breach of a duty. If I represent the accused, I look for the legitimate business reason and the documents that prove it.
- Fix the deadline and the proof of loss. I calendar the shortest plausible deadline, including the one-year period if false statements are involved, until the documents show a longer one. I put numbers on the claimed loss and decide with you whether the case is worth the cost of litigating.
- Demand, response, answer. A demand letter sets out the relationship, the conduct and the loss. If you are accused, I review the demand against the facts and tell you what is solid and what is not. A defendant served in Michigan has 21 days to serve and file an answer or take other action permitted by the rules, and 28 days if service is made outside Michigan or by registered mail. MCR 2.108(A)(1)-(2). The answer has to state the affirmative defenses under MCR 2.111(F)(3). A summons in your hands is something to bring to me the same day.
- Discovery and motions. Interference cases are often decided on the evidence of motive and means. A motion under MCR 2.116 can be based on the statute of limitations under subrule (C)(7), failure to state a claim under (C)(8), or the lack of any genuine issue of material fact under (C)(10), except as to the amount of damages. I prepare the record with those motions in mind, whether I am filing or opposing.
- Offers of judgment, mediation and trial. Until 28 days before trial, a party may serve a written offer to stipulate to a judgment under MCR 2.405(B), and the other side has 21 days to accept under MCR 2.405(C)(1). The court may also order case evaluation or mediation under MCR 2.403, 2.410 or 2.411 before trial. If the case does not settle, I am prepared to try it.
Ways a tortious interference dispute may end without a trial
Whether any of these is available depends on the facts, the documents and the other side. None is automatic.
Negotiated settlement. Most business disputes that resolve do so by agreement, often after the key documents and messages are exchanged. The paper matters as much as the number. It should say what is released, who pays what and when, whether the defendant will stop contacting the customers or employees at issue, and what happens on a default.
Summary disposition. A judge can decide a claim on motion under MCR 2.116 without a trial when there is no genuine issue of material fact. It can end a claim filed after the limitations period, a claim against a party to the contract, or a claim with no evidence of improper conduct.
Mediation. Under MCR 2.411, mediation is a process in which a neutral third party helps the parties communicate and explore a settlement, and the mediator has no authoritative decision-making power.
Arbitration or another forum. If the underlying agreement sends disputes to arbitration or to a particular court, the case may be resolved there instead of in Kent County.
Offer of judgment. A written offer under MCR 2.405 can end a case by acceptance, or can shift actual costs if it is rejected and the adjusted verdict comes out more favorable to the person who made it than the average offer.
What I need from you
Bring the contracts and any proposals, purchase orders, renewals or agreements that show the relationship. Bring the emails, texts, voicemails and social media posts between you, the customer or employee, and the person you say interfered, plus a timeline with dates. Bring the sales history that shows what the relationship was worth, and any non-compete, non-solicitation or confidentiality agreements. If false statements are involved, bring screenshots, the name of every person who heard them and the date. If you are the one being accused, bring the demand letter or the summons and complaint and note the date and manner of service, because the answer deadline runs from service. Do not delete messages, do not alter documents, and do not contact the customer or employee at issue to argue about it. Do not post about the dispute online or tell other customers your version until we have spoken, because a false statement can create a second claim. Talk to the other side or its lawyer about fault only after you have spoken with me.
Where your Kent County tortious interference case will be heard
I represent clients in Grand Rapids, Kentwood, Grandville, Wyoming and across Kent County. Under MCL 600.8301(1), the district court has exclusive jurisdiction in civil actions when the amount in controversy does not exceed $25,000. Kent County district courts include the 61st District Court in Grand Rapids, the 59th in Walker and Grandville, the 62A in Wyoming, the 62B in Kentwood and the 63rd for Rockford, Lowell, Cedar Springs, East Grand Rapids and the surrounding townships. Larger claims are filed in the Kent County Circuit Court, the 17th Judicial Circuit. A dispute between businesses, or between a business and its owners, managers, suppliers or similar parties, can qualify as a business or commercial dispute under MCL 600.8031, which defines the cases eligible for a business court docket.
Why people hire me for a Michigan tortious interference matter
You work directly with me, the lawyer handling your case. I give you the strengths and weaknesses of the case straight, including what it could cost you and what it could recover. I build the case the facts support, and then we decide together how to proceed.
Fees depend on the type of case, its complexity and whether it is likely to go to trial. I explain my fee arrangement at the consultation, before you decide whether to hire me.
Questions I hear from people with a tortious interference dispute in Michigan
Do I need a signed contract to sue for tortious interference, or is a hoped-for deal enough in Michigan?
You do not need a contract, but you need more than hope. Interference with a business relationship or expectancy is a separate claim, and the relationship or expectancy need not rest on an enforceable contract. The expectancy must be a reasonable likelihood or probability, not mere wishful thinking. In Cedroni, the Michigan Supreme Court held a disappointed low bidder on a school construction project had no valid expectancy because the board could reject any or all bids.
Is it tortious interference if a competitor hires my employee or wins my customer?
Not by itself. In CMI v Intermet the Court of Appeals held that when the defendant’s conduct is not wrongful per se, the plaintiff must demonstrate specific, affirmative acts that corroborate the unlawful purpose of the interference. The plaintiff there showed only that a former employee sought new employment, which was not enough.
Can I sue the other party to my contract, or its manager, for interfering with that contract?
Generally not. A plaintiff who is a party to a contract cannot maintain tortious interference against another party to the same contract (Derderian), and the defendant must be a third party to the contract or relationship (Reed). Corporate agents are not liable for tortious interference with the corporation’s contracts unless they acted solely for their own benefit with no benefit to the corporation. A breach claim against the counterparty is the usual route.
Can someone be liable for interfering with an at-will contract or a customer who could leave at any time, and can I recover lost profits?
Yes, an at-will relationship can support a claim. The Court of Appeals held in Feaheny that an at-will employment contract is actionable under a tortious interference theory. Because Feaheny was decided before November 1, 1990, a later Court of Appeals panel is not strictly bound by it (MCR 7.215(J)(1)), though it remains a published precedent. In Health Call, it held that a blanket rule limiting recovery to nominal damages whenever an at-will contract ends is not legally sound. You still must prove improper conduct and damages.
How long do I have to sue for tortious interference in Michigan, and does it change if the interference was false statements?
Tortious interference with a contract or business relationship carries the 3-year period for injury to persons or property (MCL 600.5805(2); Blazer Foods, Inc v Restaurant Props, Inc, 259 Mich App 241 (2003)). In Wilkerson v Carlo the Court of Appeals applied the 3-year period even though the interference was caused by defamatory statements, but defamation itself has a 1-year period (MCL 600.5805(11)). Wilkerson predates November 1, 1990, so if false statements are involved, treat 1 year as the safer deadline.
A competitor is telling my customers false things about my business. Is that defamation, tortious interference, or something else?
It can be more than one claim on the same facts. Defamation protects reputation and has a 1-year period. Tortious interference requires a business relationship or expectancy that the statements disrupted, with actual damage. Injurious falsehood, described in Kollenberg, requires a false statement published with intent or reason to know it would harm pecuniary interests, knowledge of falsity or reckless disregard, and resulting pecuniary loss. Which claims fit depends on what was said and what it cost you.
Related Michigan pages
- Grand Rapids Business Litigation Attorney
- Grand Rapids Trade Secrets Attorney
- Grand Rapids Noncompete Agreement Attorney
- Grand Rapids Breach of Fiduciary Duty Attorney
- Breach of contract
- damages in contract disputes
Disputes that often overlap with an interference claim: breach of contract, fraud and misrepresentation and defamation.
I handle tortious interference claims and defenses in Michigan. Contact me 24/7 by phone or email. Your Rights, My Fight! Call for a free initial consultation.
Big-Firm Power. Street-Level Grit.
Law Offices of Mitchell S. Bisson, 2828 Kraft Ave SE, Suite 295, Grand Rapids, MI 49512, serving Kent County and West Michigan.
This page provides general information about Michigan law and is not legal advice. Reading it does not create an attorney-client relationship. Laws change and every case turns on its own facts. Consult a licensed attorney about your specific situation.