## Facts

- Sharon Baker sought to buy a home and worked with a buyer’s agent under a co-broker arrangement that would split any commission with the listing broker, Dennis Brown Realty, Inc.
- Baker viewed the seller’s home and immediately offered the full asking price, signing an unconditional purchase and sale agreement.
- A listing brokerage agent required Baker to add contingencies for bank financing and for the sale of her existing home, despite Baker’s claim that financing was already arranged.
- The same agent later showed the property to his own clients, disclosed Baker’s offer, and prepared a competing offer slightly higher but without the “sale of home” contingency he had required of Baker.
- Baker was not told of the competing offer and therefore lacked an opportunity to improve her bid or negotiate further.
- The seller accepted the competing offer, resulting in the entire commission going to the listing broker rather than being split under the co-broker arrangement.
- Baker later purchased a comparable home for a higher price and sued the listing broker for intentional interference with a prospective contractual relationship.

## Issues

1. Whether the listing broker intentionally interfered with Baker’s prospective contractual relationship with the seller by manipulating contract terms and withholding information to redirect the sale.
2. Whether the broker’s conduct was privileged, and which party bore the burden to prove or disprove privilege.
3. Whether the trial court’s damages award for Baker’s lost purchasing opportunity and added substitute-purchase costs was impermissibly speculative, including any enhancement based on aggravated misconduct.

## Decision

- The Supreme Court of New Hampshire affirmed judgment for Baker.
- The evidence supported a finding of intentional interference with Baker’s prospective contractual relationship with the seller.
- The broker failed to carry its burden to establish that any interference was privileged.
- The damages award was supported by the record and was not improperly speculative.

## Legal Principles

- One who purposely causes a third person not to enter into or continue a business relation with another is liable for resulting harm unless the interference is privileged.
- Privilege operates as an affirmative defense in interference claims; the defendant bears the burden to prove justification.
- The fact-finder may reject asserted justification based on credibility and surrounding circumstances, including evidence of self-interest.
- Damages must be grounded in evidence and not rest on conjecture; reasonably measurable losses flowing from the interference may be recovered.
- Under New Hampshire law, damages may be increased when the defendant’s conduct is malicious, wanton, or oppressive.

## Conclusion

The court upheld liability where a listing broker, motivated by commission incentives, imposed disadvantages on one buyer’s offer, concealed a competing offer, and steered the transaction to another buyer; the broker did not prove privilege, and the buyer’s proven added costs of purchasing a substitute home supported the damages award.


Baker v. Dennis Brown Realty, Inc., 121 N.H. 640, 433 A.2d 1271 (N.H. 1981)