A business relationship is an asset. Customers, suppliers, referral sources, employees, contractors, and business partners can form the foundation of a company's success.

When a competitor, former employee, or outsider deliberately drives a wedge between you and an important business contact, Ohio law may provide a remedy. The claim is called intentional interference with business relations, also known as tortious interference.

But losing business is not enough. A plaintiff must prove specific facts. Many tortious interference claims fail because the evidence does not show that the defendant crossed the line from aggressive competition into wrongful interference.

Righting Wrongs and Protecting Futures. That is the focus of strong business litigation advocacy.

Ohio Recognizes Two Related Interference Claims

Business owners often use the phrase “tortious interference” to describe more than one legal claim.

Intentional interference with contract generally applies when a valid and enforceable contract already exists. The plaintiff must show that a third party knew about the contract and intentionally caused the other contracting party to breach it.

The Ohio Supreme Court identified the elements of intentional interference with contract in Kenty v. Transamerica Premium Insurance Co. (72 Ohio St.3d 415, 1995-Ohio-61). The plaintiff generally must prove the existence of a contract, the defendant's knowledge of it, intentional procurement of a breach, lack of justification, and resulting damages.

Intentional interference with a business relationship or prospective advantage applies when the relationship exists or is reasonably likely to develop, but no formal contract may yet exist. The claim can involve a customer who was considering doing business with you, a supplier negotiating future orders, or a prospective business partner evaluating a deal.

This article focuses on interference with business relations and prospective business relationships. The contract version matters because the claims overlap, but their proof is not identical.

The Five Elements of a Tortious Interference Claim

Ohio courts generally require proof of five elements

1. A business relationship or prospective business relationship existed
2. The defendant knew about the relationship or expectancy
3. The defendant intentionally or improperly interfered with it
4. The defendant lacked privilege or justification
5. The interference caused actual damages

The Ohio courts have described these elements in decisions including Fred Siegel Co., L.P.A. v. Arter & Hadden (85 Ohio St.3d 171, 1999-Ohio-260), Coventry Group, Inc. v. Gottlieb (2014-Ohio-213), and Weiler v. DLR Group (2023-Ohio-1221).

1. A Business Relationship or Prospective Relationship Must Exist

A plaintiff must identify the relationship that was harmed.

An existing relationship may involve regular sales to a customer, an ongoing supplier arrangement, or a continuing referral relationship. A prospective relationship may involve a specific customer who requested a proposal, a supplier who agreed to negotiate terms, or a business partner who was actively discussing a transaction.

A mere hope of future business usually is not enough. A plaintiff should be able to identify the third party, explain the nature of the expected relationship, and show why the relationship was reasonably likely to continue or form.

In Coventry Group, the court explained that Ohio uses “business expectancy” and “business relationship” in substantially similar ways. The claim concerns interference with an existing or prospective business relationship. It does not cover every economic disappointment.

The Ohio Eighth District also emphasized in Weiler that a vague assertion about unspecified business relationships is insufficient. A plaintiff should identify the particular opportunity that was lost.

2. The Defendant Must Know About the Relationship

The defendant must have knowledge of the business relationship or prospective opportunity.

Knowledge may be proven directly. An email, text message, meeting, proposal, contract, or business record may show that the defendant knew about the relationship.

Knowledge may also be inferred from circumstances. For example, a former employee who managed a customer account may clearly understand the company's relationship with that customer. A competitor involved in negotiations with the same supplier may know that another company is pursuing the deal.

The stronger the evidence of knowledge, the easier it may be to connect the defendant's later conduct to an intentional interference claim.

3. The Defendant Must Act Intentionally

Tortious interference is an intentional business tort. Negligence is not enough.

The defendant must have acted with the purpose of disrupting the relationship or with knowledge that interference was substantially certain to occur. An accidental mistake, ordinary business error, or careless statement may support a different claim in some circumstances, but it generally will not establish intentional interference.

Evidence of intent may include

• Communications showing a plan to take or destroy the relationship
• False statements directed to the customer or supplier
• Threats or economic pressure
• Instructions to employees to disrupt negotiations
• Use of confidential information
• Timing that suggests a deliberate effort to derail a transaction
• Statements showing hostility toward the plaintiff or a desire to eliminate the plaintiff from the market

Intent does not always appear in a written admission. It may be established through the defendant's conduct and the surrounding circumstances.

4. The Interference Must Be Improper and Without Privilege

This is often the most contested element.

Ohio law does not prohibit ordinary competition. A competitor generally may contact customers, offer lower prices, improve its services, and seek business for legitimate reasons.

The question is whether the defendant used improper conduct. In Fred Siegel, the Ohio Supreme Court adopted factors from Section 767 of the Restatement (Second) of Torts. Courts may consider

• The nature of the defendant's conduct
• The defendant's motive
• The interests harmed by the interference
• The interests the defendant sought to advance
• The social interests in protecting competition and freedom of action
• How closely the conduct caused the interference
• The relationship between the parties

Improper conduct may include fraud, threats, intimidation, defamation, misuse of confidential information, or other wrongful means.

Ohio also recognizes a fair-competition privilege in appropriate circumstances. In general, a competitor may pursue business for itself if it does not use wrongful means, does not create an unlawful restraint of trade, and acts at least partly to advance its legitimate competitive interests.

The Ohio appellate decision UZ Engineered Products Co. v. Midwest Motor Supply Co. (2001-Ohio-8779) is among the Ohio authorities applying the distinction between legitimate competition and improper interference.

A competitor's effort to win business is not automatically unlawful. A competitor's effort to win business by lying, threatening, stealing protected information, or sabotaging a deal may be very different.

5. The Interference Must Cause Actual Damages

A plaintiff must prove that the interference caused an actual economic loss.

Potential damages may include

• Lost profits
• Lost sales
• Lost customers
• Lost contracts
• The value of a business opportunity
• Costs incurred to repair the damage
• Other provable financial losses

Damages cannot rest only on speculation. A business should be prepared to show its historical sales, customer records, profit margins, purchase orders, proposals, pricing records, and other evidence supporting the amount claimed.

Causation also matters. The plaintiff must connect the defendant's conduct to the lost relationship. If the customer left because of unrelated financial problems, poor service, market conditions, or another competitor, the interference claim may be difficult to prove.

What May Not Count as Tortious Interference

Several important defenses and limits apply.

Fair competition may be privileged. Soliciting a customer in a competitive market is usually lawful when the defendant uses proper methods.

Truthful advice may be protected. A person may often provide honest information or opinions in good faith. The analysis changes when the defendant knowingly spreads false statements or uses deception.

At-will relationships receive less protection. A relationship that either party may end at any time may still support a claim, but the plaintiff generally must show improper means. The Ohio Supreme Court discussed this principle and the fair-competition privilege in Fred Siegel.

Negligence is not enough. An unintentional mistake usually does not establish intentional interference.

The defendant generally must be a third party. A person or company cannot ordinarily induce itself to breach its own contract. Claims involving employees, officers, agents, or affiliated companies require careful analysis of the individual's role, authority, and personal conduct.

Common Business Interference Examples

A competitor spreads false statements about your company to your largest customer. The customer cancels a long-standing account after relying on those statements. The evidence may support an interference claim if the statements were false, intentional, and improper.

A former employee joins a rival and persuades a key supplier to stop serving your company. The claim may depend on whether the former employee used confidential information, violated an agreement, made false statements, or otherwise employed wrongful means.

A third party threatens a business partner with financial consequences unless the partner abandons a transaction with your company. Threats and coercion may provide evidence of improper interference.

Each case turns on its facts. The existence of lost business alone does not prove tortious interference.

Damages, Punitive Damages, and Injunctive Relief

Compensatory damages are designed to address the actual economic loss caused by the interference.

Punitive damages may be available in an appropriate tort case. Under R.C. 2315.21, the plaintiff must first establish an entitlement to compensatory damages. The plaintiff must also prove by clear and convincing evidence that the defendant's conduct demonstrated malice, aggravated or egregious fraud, or another statutory basis.

Ohio law also places limits on punitive damage awards. The statute generally caps punitive damages at two times the compensatory damages, with additional rules for small employers and individuals.

In some cases, injunctive relief may also be available. An injunction could seek to stop the use of confidential information, prevent continued false statements, or preserve a business opportunity. The availability of this remedy depends on the facts and the requirements for equitable relief.

Act Quickly and Preserve Evidence

Ohio's general four-year limitations period for an injury to rights not arising from contract is set out in R.C. 2305.09(D). The limitations analysis can be fact-specific, and contract-based claims may involve different rules. Business owners should not wait to investigate.

Preserve

• Contracts and purchase orders
• Emails, texts, and other communications
• Customer and supplier records
• Proposals and bids
• Sales and profit information
• Employee agreements
• Evidence of false statements or threats
• Names of witnesses
• Records showing when the relationship changed or ended

Do not alter, delete, or selectively preserve electronic evidence. Speak with a business litigation attorney before confronting the suspected interferer or making public accusations.

How Braden Blumenstiel Legal Advocates Group Helps

Braden Blumenstiel Legal Advocates Group represents small and medium-sized businesses in business litigation, including breach of contract, tortious interference, fraud, and non-compete disputes.

The firm helps business owners identify the relationship at issue, prove the defendant's knowledge and intent, establish improper conduct, marshal financial evidence, and pursue available damages and remedies.

The Takeaway

To prove intentional interference with business relations in Ohio, a plaintiff generally must show a real or reasonably expected business relationship, the defendant's knowledge, intentional interference, improper and unprivileged conduct, and actual economic damages.

Aggressive competition is not automatically unlawful. Wrongful interference is different. False statements, threats, coercion, misuse of confidential information, and other improper means may create liability.

Righting Wrongs and Protecting Futures. If a competitor, former employee, or outsider disrupted your business relationship, document what happened and act promptly.

Drop us a line at 614-508-1677 or 888-343-9796 to learn how Braden Blumenstiel Legal Advocates Group can help protect your business and pursue your rights.