Tortious Interference With a Business Relationship in Florida

Tortious interference with a business relationship in Florida is a claim against an outsider who intentionally and without justification disrupts your relationship with a customer, vendor or partner and causes you harm.

A customer leaves, or a vendor stops returning calls. Often the cause is a competitor, a former employee or a third party who pressured that business. This page walks through the four elements Florida courts apply, so you can see how your facts line up.

What tortious interference with a business relationship means in Florida

It is a civil claim that someone else’s deliberate conduct broke or disrupted a relationship your business depends on.

The problem is practical. A business can lose a customer or vendor because someone reached out to them, even though the business never had a contract with that person. As stated in Ozyesilpinar v. Reach PLC, a 2023 Third District Court of Appeal decision, the elements are: (1) the existence of a business relationship; (2) knowledge of the relationship on the part of the defendant; (3) an intentional and unjustified interference with the relationship by the defendant; and (4) damage to the plaintiff as a result of the breach of the relationship.

The four elements Florida courts require

A business must prove all four elements to bring this claim. As Ozyesilpinar v. Reach PLC describes them, the elements are:

1. The existence of a business relationship.
2. The defendant’s knowledge of that relationship.
3. An intentional and unjustified interference with the relationship by the defendant.
4. Damage to the business as a result of the breach of the relationship.

Use this list as a checklist. For each element, write down what proof you have and where it came from. A gap in any one element can defeat the claim, so each one needs attention.

The business relationship and the defendant’s knowledge

The relationship must be real and identifiable, not a wish for future sales. Florida courts require an actual and identifiable understanding or agreement that in all probability would have been completed if the defendant had not interfered, as the Ozyesilpinar decision explains.

A mere hope that past customers will return is not enough. The Florida Supreme Court business torts materials make this point. Relationships with present or prospective customers can qualify.

The defendant must have known about the relationship. That often comes down to how the defendant learned of it. A former employee may know your client list. A competitor in the Tampa Bay market may learn of your supply arrangement through a shared contact. General knowledge of your industry is not the same as knowledge of your specific relationship. Save the messages and records that show who knew what, and when.

Intentional and unjustified interference

The third element asks whether the defendant intentionally interfered with the relationship. It also asks whether that interference was unjustified. Courts look at the conduct and the reasons behind it. Whether the conduct was justified depends on the facts, so the details of what was said, offered and done carry real weight.

Expect the other side to argue its conduct was justified. Business reasons, a customer’s own choice and fair competition are points that can come up. Your written record of what was said, when, and by whom will shape how those points look.

Damages and how the claim differs from breach of contract

The fourth element requires damage caused by the broken relationship. Lost orders, lost customers and disrupted contracts are common examples. The loss must trace back to the interference.

Interference asks whether an outsider intentionally disrupted a relationship you had. For more on remedies, read about breach of contract remedies and how contracts can be frustrated.

Florida courts also limit overlapping claims. In Williams v. Johnson, the court explained that when an express contract covers the same subject matter, claims arising from that contractual relationship will not support unjust enrichment.

Common situations where this claim comes up

This claim usually arises when someone outside your contract pulls a customer, vendor or subcontractor away. Three common patterns are:

A former employee takes customer information after leaving and uses it to win your clients. The questions are what the employee knew, whether the interference was intentional and unjustified, and what you lost.

A competitor contacts your customers or vendors to end or redirect existing arrangements. The key proof is that the competitor knew about your relationship and acted on that knowledge.

A third party pressures a contractor, subcontractor or supplier to end a construction or commercial relationship. That relationship must be identifiable, such as an active subcontract or an ongoing supply schedule.

Florida protects relationships with present or prospective customers. It does not recognize a claim over a business’s relationship with the community at large. A general reputation problem may not fit the four-part test. The same events can also support other claims, so review the facts with care.

What to document now and how to take the next step

Start a written record today. Save messages, emails and texts with the customer or vendor. Keep dates of lost or changed orders, and anything showing how the defendant learned of the relationship. Build a dated timeline of what changed and when, because the sequence of events matters to causation.

Ayala Law PA focuses on business litigation, commercial litigation, contract disputes, shareholder disputes, construction litigation, real estate litigation and international trade litigation. The firm serves businesses in Tampa, Hillsborough County, Brandon, Riverview, Plant City, Temple Terrace and the Tampa Bay area. Eduardo A. Maura is the lawyer responsible for this page. The firm’s only office is at 1646 W Snow Ave in Tampa, Florida, and it represents businesses in Tampa and Hillsborough County.

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