What Actually Counts as “Unfair or Deceptive” Under Massachusetts Chapter 93A?
We get asked some version of this question a lot: “Someone sent my business a Chapter 93A demand letter accusing is of unfair or deceptive acts or practices— but what I did wasn’t illegal. Could I still on the hook?”
Here’s our honest answer: maybe. Chapter 93A doesn’t work the way most people assume. It doesn’t have a checklist. No statute spells out exactly what’s “unfair” or “deceptive.” Massachusetts courts figure that out case by case, looking at the facts in front of them. That flexibility is exactly why these letters must be taken seriously. It’s also why so many businesses get the analysis wrong on their own.
Let’s break down what the law actually looks for.
What makes conduct “deceptive” under Chapter 93A.
A lot of business owners think deception requires them to have meant to mislead someone. That’s not the standard. A statement (think of an advertisement) can create a misleading overall impression even if it’s technically true, and that alone can be enough. The consumer doesn’t need to prove reliance-meaning that they acted different because of the statement. You don’t need to have known your statement was false. Half-truths count. So does glossing over important details, or leaving something out that would’ve changed someone’s decision. Say you sell appliances and your ad emphasizes a warranty feature while burying the exclusions that gut it. Nobody lied outright. But if the overall impression misleads a reasonable buyer, that’s enough to get a 93A claim off the ground.
What makes conduct “unfair” under Chapter 93A.
The courts also look into whether the conduct is immoral, unethical, or oppressive. They ask whether it caused real harm. That’s a values-based test, not a bright-line rule, and that’s part of why these cases can be unpredictable if you’re not experienced with them. Coercing a business partner into giving up something they weren’t obligated to give up. Stringing someone along with shifting excuses to keep them dealing with you. Making false representations to get a deal done. Repudiating an agreement, then scooping up the other side’s business or employees for your own benefit. These are the patterns courts have found unfair. It’s rarely one bad moment — it’s a pattern of using leverage the wrong way. But it can be a single act also, just like under Connecticut’s unfair trade practice statute. Attorney Minchella handled that case years ago and you can read about it here.
Here’s the good news: breaking a contract isn’t automatically a 93A violation.
This is the part we want business owners to actually hear. Say you breached a contract, even on purpose. That alone doesn’t get you into 93A territory, at least not in a business-to-business dispute. Courts require something more — deception, bad-faith coercion, calculated delay, something that goes beyond an ordinary contract fight. The same goes for simply choosing not to do business with someone. A lawful business decision isn’t automatically unfair, even an unpopular one. Massachusetts courts have said as much when a company refused to deal with another, without any coercive or anticompetitive angle to it.
Consumer or business claim? Chapter 93A treats them differently.
This is one of the most important distinctions in the whole statute, and it’s the piece people miss most often. Consumer claims focus on a simple question: would an ordinary person have been misled or harmed? The bar sits lower here. Business-to-business claims work differently. Courts expect more from both sides. They assume sophisticated parties can handle some “rough and tumble” in commercial dealings, and they want to see real fraud, coercion, or deception before finding a violation.
Picture the same disagreement playing out two ways. A homeowner hires a contractor who quietly substitutes cheaper materials than what was promised. That can look like a consumer-side violation once you factor in the misleading impression it created. Now picture two companies negotiating a supply contract. One side drives a hard bargain, delays a signature, or later decides the deal isn’t worth it. Courts expect sophisticated businesses to absorb that kind of friction, not litigate it under 93A — unless someone layers real deception or coercion on top. Same statute (different sections), two different outcomes. The parties and the expectations simply aren’t the same.
Chapter 93A damages require a money connection.
Whoever brings the claim has to show the unfair or deceptive conduct actually caused them to lose money or property. Something unfair happening somewhere along the way isn’t enough on its own. And if the conduct was willful or knowing, the exposure jumps — multiple damages, plus attorney’s fees, on top of whatever the underlying loss was. That’s the same enhanced-damages exposure we talked about in our previous post on 93A demand letters. It’s exactly why this determination — unfair or not, deceptive or not — is the one worth getting right before you respond.
The Honest Truth About Unfair or Deceptive Claims
Not every consumer complaint or contract dispute is a 93A problem. Most aren’t. But the standard is fact-driven, not a fixed rule, so it’s easy to underestimate a claim that actually has teeth — or overreact to one that doesn’t. The line between “we had a contract dispute” and “we committed an unfair trade practice” often comes down to a handful of facts. Those facts feel small in the moment but matter enormously to a court. That’s exactly the kind of judgment call that benefits from a second set of eyes before you respond.
Let’s Talk
If you’ve received a demand letter and you’re not sure whether the conduct at issue crosses the line into “unfair or deceptive,” that’s precisely the conversation worth having with us before your 30 days run out. Give us a call.
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