## Facts

- Julius Doliner, a real estate developer, sought to purchase an apartment building at 50 Green Street in Brookline and convert it to condominiums.
- While negotiating with the owners, Doliner pursued financing and disclosed his purchase-and-conversion plan to Raymond C. Green and Richard K. Bendetson while seeking a $350,000 second mortgage.
- Doliner did not request that Green and Bendetson keep his plan confidential.
- Green and Bendetson, acting as independent businessmen rather than Doliner’s agents, approached Harold Brown, an experienced real estate investor, and communicated details of Doliner’s plan.
- Brown contacted Robert Keezer, a condominium broker, to explore whether Brown could obtain an equity position in the transaction, and then pursued the purchase directly.
- Doliner and the owners had tentatively settled on a $1,310,000 price, but no final purchase-and-sale agreement existed and Doliner’s financing remained uncertain.
- The owners terminated negotiations with Doliner and sold the property to Brown at the same price and on substantially similar terms.
- The trial judge found that, but for Brown’s involvement, Doliner would have obtained financing and purchased the building, but also found Brown acted as a market competitor and did not use unlawful means.

## Issues

1. Whether Brown’s conduct constituted intentional interference with Doliner’s prospective contractual relations with the owners.
2. Whether Brown’s conduct amounted to an unfair or deceptive act or practice under Massachusetts General Laws chapter 93A, § 11.

## Decision

- The Appeals Court affirmed judgment for Brown.
- The court held Brown was not liable for interference with prospective contractual relations because his conduct fell within lawful competition and lacked improper means or improper motive.
- The court held Brown did not violate G.L. c. 93A, § 11 because the competitive conduct was not shown to be unfair or deceptive in the absence of fraud, coercion, or similar wrongdoing.

## Legal Principles

- Interference with prospective contractual relations requires more than causation; the plaintiff must show improper interference, such as wrongful means or a motive unrelated to legitimate competition.
- A competitor may seek the same business opportunity and may induce a third party to deal with it instead, so long as the competitor does not employ illegitimate means (e.g., fraud, misrepresentation, coercion) or act out of spite or ill will unrelated to competition.
- Use of information is not “wrongful” where the plaintiff disclosed the plan without imposing confidentiality and the intermediaries were not the plaintiff’s agents or fiduciaries.
- Under G.L. c. 93A, § 11, straightforward competitive conduct is not actionable without conduct that can fairly be characterized as unfair or deceptive; analysis may track the absence of wrongful means shown for the interference claim.

## Conclusion

Because Doliner had only an incomplete, prospective deal and Brown’s actions reflected lawful competition without fraud, coercion, misuse of confidential information, or other improper means, Brown was not liable for tortious interference and did not commit an unfair or deceptive act under G.L. c. 93A, § 11.


Doliner v. Brown, 21 Mass. App. Ct. 692, 489 N.E.2d 1036 (1986)