Elements of a business defamation claim

Elements of a business defamation claim are usually the same as those for a personal common law defamation claim. The elements of a Minnesota common law defamation action are

1. A false and defamatory statement of fact concerning the plaintiff’

2. Communicated to someone other than the plaintiff, and

3. with a tendency to harm the plaintiff’s reputation and lower him in the estimation of the community.

One difference between a business defamation claim and a personal defamation claim is that a corporation must show that the defaming party’s statements directly tended to effect the credit, property, or business of the corporate plaintiff. The second difference is that Minnesota Courts have allowed for expansive first amendment protections for speech about corporations.

False Statement

As stated, the first element of a defamation claim is that a false and defamatory statement of fact was told that concerns the plaintiff or business.

Truth is always a defense in a defamatory action such that a true statement is not defamatory. In order for a corporate plaintiff to show that a statement was false it must show evidence that implies false assertion of fact that is provable. A jury would consider the broad context and general tenor of the statements, the specific context and content of the statements, the reasonable expectations of the audience and whether the statements are sufficiently objective to being susceptible of being proven true or false. Marchant Inv. & Mgmt. Co. v. St. Anthony West Neighborhood, 694 N.W.2d 92, 95-96 (Minn. Ct. App. 2005)

“Only statements that present or imply the existence of a fact that can be proven true or false are actionable under state defamation law.” Schlieman v. Gannett Minn. Broad., Inc., 637 N.W.2d 297, 308 (Minn. Ct. App. 2001)

Defamatory Statement

Whether a statement is considered defamatory is a question of law and the applicable standard is whether a reasonable person would believe that the statement is defamatory. In a business defamation claim the alleged defamatory statement must effect the credit, property, or business of the corporate plaintiff. In contrast to a common law personal defamation claim a business does not have a personal reputation, but instead has a business reputation. Any false defamatory statement that harms a business reputation is arguably actionable. Some statements that Minnesota Courts have found to be defamatory include a statement that a businessman should not be trusted, statements that a corporation stole trade secrets, and breached a non-disclosure agreement, and statements that a corporation regularly breached contracts.

Concerning the Plaintiff

A corporate plaintiff must establish that the defamatory statement actually refers to the plaintiff or is reasonably understood by the audience that the defamatory statement refers to the plaintiff.


The defamatory statement must be published for it to be actionable. Communication of a defamatory matter to a third person is considered publication under Minnesota Law.

Damage to Reputation

For a plaintiff to be successful in defamation claim generally they must prove damages. General damages include any harm to a corporate plaintiff’s reputation or standing in the community. General damages however are presumed if a plaintiff proves defamation per se or special damages. Statements that “directly tend to effect the credit, property, or business of the corporate plaintiff” are defamatory per se. If a corporate plaintiff alleges defamatory per se then general or special damages need not be proven. However if special damages are needed to be proven they can include economic losses caused be the defamatory statement that result from something other than the conduct of the corporate plaintiff.


Minnesota Supreme Court has stated that since there are First Amendment protections, corporate plaintiffs in a defamation action “must prove actual malice by media defendants when the defendants establish a defamatory material concerns matters of legitimate public interest. “ Jadwin v. Minneapolis Star & Tribune Co., 367 N.W.2d 476,487-88 (Minn. 1985).

To establish actual malice the plaintiff must put forth evidence that the defendant made any defamatory statement with a reckless disregard for the truth or knew that the statements were probably false. Whether evidence in the record is sufficient to support a finding of actual malice is a question of law.

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