## Facts

- Jefferson County School District No. R-1 issued municipal refunding bonds in 1993 and chose not to retain Moody’s to rate the bonds, selecting other rating agencies instead.
- After the bond sale, Moody’s published a short item evaluating the district’s debt, stating it would rate the refunding bonds “after the sale” and describing the debt “outlook” as “negative,” citing “ongoing financial pressures.”
- A separate financial publication repeated the “negative” outlook characterization.
- The School District alleged the publication implied the district was not creditworthy and implied Moody’s assessment was based on current, comprehensive financial information, though Moody’s allegedly relied on outdated data and did not seek updates.
- The School District alleged reputational and market harm and sued for intentional interference with contract, intentional interference with business relations, and publication of an injurious falsehood.
- The School District sought leave to amend to add antitrust claims based on the same conduct.
- The district court dismissed under Rule 12(b)(6) on First Amendment grounds and denied leave to amend; the School District appealed.

## Issues

1. Whether Moody’s “negative outlook” and related statements were actionable false statements of fact supporting interference and injurious-falsehood torts, or protected opinion lacking a provably false factual assertion or implication.
2. Whether the district court abused its discretion by denying leave to amend to add antitrust claims.

## Decision

- The Tenth Circuit affirmed dismissal of all tort claims under Rule 12(b)(6).
- The court held the “negative outlook” and “ongoing financial pressures” language was evaluative, forward-looking opinion and did not state or imply a provably false factual assertion.
- The court affirmed denial of leave to amend, concluding the proposed antitrust claims were legally insufficient and amendment would be futile.

## Legal Principles

- First Amendment protections apply to financial commentary, including credit-rating and outlook statements, when the challenged language is evaluative judgment rather than a provably false statement of fact.
- An “outlook” designation is inherently predictive and opinion-based; disagreement with the evaluator’s risk assessment does not establish falsity.
- Liability for speech-based injury requires a provably false factual assertion or a specific, demonstrably false factual implication; general evaluative language is nonactionable.
- Constitutional limits applicable to defamation-type claims also constrain related tort theories (e.g., injurious falsehood and interference) when the alleged wrong is the content of protected speech.
- Leave to amend may be denied as futile when proposed claims rest on the same constitutionally protected expression and do not plausibly state a legally actionable restraint of trade.

## Conclusion

The Tenth Circuit held that Moody’s “negative” debt outlook commentary was protected opinion lacking a provably false factual connotation, defeating the School District’s tort claims, and it affirmed denial of leave to add antitrust claims because amendment would be futile.


Jefferson Cnty. Sch. Dist. No. R-1 v. Moody's Invs. Servs., Inc., 175 F.3d 848 (10th Cir. 1999)