Minnesota Business Sued Over a Negative Review: Options

What Must a Vendor Prove to Win a Defamation Claim Over a Review?

A vendor suing over your review must prove that the statement was communicated to others and that it is false. It must also prove the statement tends to harm its reputation and that readers understood it to refer to the vendor. Truth defeats the claim, even when the review is harsh.

The Minnesota Supreme Court listed these elements in McKee v. Laurion, 825 N.W.2d 725 (Minn. 2013), a case over online posts a patient’s son wrote about a physician. The plaintiff must prove the statement was “communicated to someone other than the plaintiff,” that it is false, that it tends “to lower [the plaintiff] in the estimation of the community,” and that “the recipient of the false statement reasonably understands it to refer to a specific individual.” The court held that none of the six statements in those posts could support a claim.

McKee states that “Truth is a complete defense to a defamation action,” quoting an earlier decision that “true statements, however disparaging, are not actionable.” The truth does not have to be exact: “If the statement is true in substance, minor inaccuracies of expression or detail are immaterial.” For your business, the records of the job (invoices, emails, photos, payment history) are what show whether a statement in the review is true in substance. My page on Minnesota business defamation claims covers the claim from the plaintiff’s side.

Damages depend partly on whether the review involved a matter of public concern. In Maethner v. Someplace Safe, Inc., 929 N.W.2d 868 (Minn. 2019), the Minnesota Supreme Court held that a private plaintiff “may not recover presumed damages for defamatory statements” on a matter of public concern “unless the plaintiff can establish actual malice.” Turning to the private plaintiff before it, the court said that “If the challenged statements do not involve a matter of public concern, then presumed damages are available if Maethner can establish that the challenged statements are defamatory per se.” My page on defamation per se explains which statements fall in that category.

How Do Courts Separate Opinion From a False Statement of Fact?

A statement in a review is protected opinion when it cannot reasonably be read as stating a fact and cannot be proven true or false. A statement that can be checked against records, such as a claim that the vendor refused to pay or missed a deadline, is a statement of fact. Its truth can decide the claim, and in McKee some factual statements also failed because they could not convey a defamatory meaning.

In McKee, the court said “The First Amendment protects statements of pure opinion from defamation claims.” It held that calling the physician “a real tool” was pure opinion because the term “cannot be reasonably interpreted as stating a fact and it cannot be proven true or false.” The same post said a nurse had made that remark, and the court treated that part differently. The claim about the nurse “is one of fact because whether a nurse actually made the statement to Laurion is an assertion that can be proven true or false.” Even so, the court concluded that the nurse statement “is not actionable because the statement is incapable of conveying a defamatory meaning.”

Reviews can mix the two. The review at issue in Paragon Restorations, LLC v. Robinet Productions, LLC, No. A25-0826 (Minn. App. Dec. 29, 2025) called working with the company “incredibly painful, unprofessional,” and also said “I was denied payment for works and services provided.” The first words read as the writer’s judgment. The payment statement is the kind of assertion the McKee test treats as fact, because records can show whether payment was made. The Court of Appeals did not decide whether that review was defamatory.

I suggest reading your own review sentence by sentence and marking each one as judgment or fact, because McKee treats the two differently. It protects pure opinion and tests each factual statement for whether it is true and whether it can convey a defamatory meaning. Each factual sentence then needs support in your records.

What Other Claims Can a Vendor Add Besides Defamation?

A vendor can also sue a reviewer that posted in the course of business under Minnesota’s Deceptive Trade Practices Act, which covers disparaging another’s business by a false or misleading representation of fact. The main remedy under the act is a court order stopping the practice, and the act’s fee provision, Minn. Stat. § 325D.45, subd. 2, shifts attorney fees only on specific findings.

Under Minn. Stat. § 325D.44, subd. 1, “A person engages in a deceptive trade practice when, in the course of business, vocation, or occupation, the person” does any of the listed acts. Clause (8) lists a person who “disparages the goods, services, or business of another by false or misleading representation of fact.” Subdivision 2(a) adds that “a complainant need not prove competition between the parties or actual confusion or misunderstanding,” so a vendor that does not compete with you can bring the claim.

The remedies are in Minn. Stat. § 325D.45. Under subdivision 1, “A person likely to be damaged by a deceptive trade practice of another may be granted an injunction against it under the principles of equity and on terms that the court considers reasonable.” The same subdivision says “Proof of monetary damage, loss of profits, or intent to deceive is not required.” Subdivision 2 provides that “Costs shall be allowed to the prevailing party unless the court otherwise directs.” It continues: “The court may award attorneys’ fees to the prevailing party if (1) the party complaining of a deceptive trade practice has brought an action knowing it to be groundless, or (2) the party charged with a deceptive trade practice has willfully engaged in the trade practice knowing it to be deceptive.” Subdivision 3 adds that “The relief provided in this section is in addition to remedies otherwise available against the same conduct under the common law or other statutes of this state.”

Clause (8) of § 325D.44, subd. 1, turns on a “false or misleading representation of fact,” so the line McKee draws between opinion and fact matters for this claim too.

How Does Minnesota’s Anti-SLAPP Law Treat a Business’s Review?

Minnesota’s anti-SLAPP law lets a business sued over its review ask for early dismissal if it shows the review was speech on a matter of public concern. The Court of Appeals decides public concern case by case. Public concern is the first of three showings. The vendor must also fail to prove that one of the act’s exclusions applies. In addition, either the vendor cannot make a prima facie case on each element of its claim, or your business shows the claim fails as a matter of law. The court must award your business its fees for the motion if your business prevails on it. Under Minn. Stat. § 554.13(c), the vendor’s voluntary dismissal with prejudice “establishes for the purpose of section 554.16 that the moving party prevailed on the motion.” A reviewer primarily engaged in selling goods or services, writing about its own sale, may face the vendor’s argument that the act’s seller exclusion applies. The act’s review provision brings claims over business reviews back within the act, and Paragon did not address whether that provision reaches reviewers who “were not consumers” of the vendor’s services. Applying the public-concern test in Paragon, the Court of Appeals concluded that a review describing a troubled business relationship fell short, and the Minnesota Supreme Court is reviewing that decision.

The law is the Uniform Public Expression Protection Act. Its definition of “person” in Minn. Stat. § 554.08(a)(3) includes a “business or nonprofit entity,” so a business can bring the motion. For an online review, the route in is paragraph (b)(3), speech “on a matter of public concern.” Under paragraph (c)(3), the act does not apply to a claim “against a person primarily engaged in the business of selling or leasing goods or services if the cause of action arises out of a communication related to the person’s sale or lease of the goods or services,” unless paragraph (d)(2) brings the claim back as an action related to “reviews or ratings of businesses.”

Showing public concern does not end the inquiry. Under Minn. Stat. § 554.13(a), the court dismisses only if the vendor also “fails to establish under section 554.08, paragraph (c), that sections 554.07 to 554.19 do not apply.” The court must also find one of two things. Either “the responding party fails to establish a prima facie case as to each essential element of the cause of action,” or your business shows that the vendor “failed to state a cause of action upon which relief can be granted” or that there is no genuine issue of material fact and your business is entitled to judgment as a matter of law.

Under Minn. Stat. § 554.09, “Not later than 60 days after a party is served with a complaint, crossclaim, counterclaim, third-party claim, or other pleading that asserts a cause of action to which sections 554.07 to 554.19 apply, or at a later time on a showing of good cause, the party may file a special motion for expedited relief to dismiss the cause of action or part of the cause of action.” Check the current text of the statute before relying on these periods.

Paragon Restorations, LLC v. Robinet Productions, LLC, No. A25-0826 (Minn. App. Dec. 29, 2025) is the Court of Appeals’ published decision on a business-to-business review. A photography and videography business that had provided services to a restoration company posted a review of the company after a disagreement. It ended: “If you are a contractor or business owner, do not work with this company.” The company sued for defamation. The Court of Appeals held that the reviewer had to establish public concern “regardless of whether” the suit related to “reviews or ratings of businesses” under § 554.08(d)(2). It said the reviewers’ public-concern argument, made in their reply brief, could be considered forfeited, and that “even if this argument were not forfeited,” it “would still conclude that the district court correctly determined that it was not.” Weighing the content, form, and context of the review, the court wrote: “we conclude that the dominant theme of appellants’ speech is their individual experiences and grievances about their troubled business relationship with Paragon.” It affirmed the denial of the motion.

An earlier decision, J&D Dental v. Hou, 26 N.W.3d 491 (Minn. App. 2025), reached the same result for a patient’s Google reviews of a dental practice. It weighed “the content, form, and context of the speech, as well as any other pertinent factors.” The Minnesota Supreme Court scheduled oral argument in Paragon for November 5, 2026, and my research found no decision as of this writing. I suggest checking for that decision before deciding whether to file the motion, because it could change how the act applies to business reviews.

The fee stakes run both ways. Under Minn. Stat. § 554.16, the court “shall award court costs, reasonable attorney fees, and reasonable litigation expenses related to the motion” to a moving party who prevails. Under § 554.13(b), a vendor’s voluntary dismissal without prejudice “does not affect a moving party’s right to obtain a ruling on the motion and seek costs, attorney fees, and expenses under section 554.16.” Under § 554.16(2), the court awards them to the vendor only “if the responding party prevails on the motion and the court finds that the motion was frivolous or filed solely with intent to delay the proceeding.” In Paragon, the trial court denied the motion but “still dismissed Paragon’s defamation claim” on other grounds. Because the motion failed, the court “did not award costs, attorney fees, and expenses” to the reviewers. My page on Minnesota’s anti-SLAPP law covers how the motion, the stay of the case, and the appeal work.

What Happens When Your Contract With the Vendor Restricts Reviews?

The federal Consumer Review Fairness Act voids a contract term restricting reviews only when the term binds “an individual” under a form contract. Its words do not reach a contract your company signed as a company, and the act leaves defamation claims in place.

The Consumer Review Fairness Act, 15 U.S.C. § 45b, defines a protected review, a “covered communication,” as “a written, oral, or pictorial review, performance assessment of, or other similar analysis of, including by electronic means, the goods, services, or conduct of a person by an individual who is party to a form contract with respect to which such person is also a party.” Except as provided in paragraphs (2) and (3) of subsection (b), the act voids a form-contract provision that “prohibits or restricts the ability of an individual who is a party to the form contract to engage in a covered communication.” A form contract is one with standardized terms “used by a person in the course of selling or leasing the person’s goods or services” and “imposed on an individual without a meaningful opportunity for such individual to negotiate the standardized terms.” The term “does not include an employer-employee or independent contractor contract.” The act says it does not affect “any civil cause of action for defamation, libel, or slander, or any similar cause of action.” My page on contract terms that ban customer reviews covers the act from the individual customer’s side.

If your purchase order, services agreement, or the vendor’s terms contain a non-disparagement or confidentiality clause, I suggest reading it before you edit or repost anything. The vendor may add a breach-of-contract claim built on that clause.

When Does Business Insurance Defend a Review Lawsuit?

Whether your liability insurer must defend a review lawsuit is decided by comparing your policy with the vendor’s complaint and the surrounding facts. In General Casualty Co. of Wisconsin v. Wozniak Travel, Inc., 762 N.W.2d 572 (Minn. 2009), the Minnesota Supreme Court, quoting an earlier decision, said the duty “extends to every claim that ‘arguably’ falls within the scope of coverage” and that “the duty to defend one claim creates a duty to defend all claims.” A policy that covers defamation may still exclude defamation committed with intent to injure, and a complaint alleging only intentional harm can leave a business without a defense.

Sletten & Brettin Orthodontics, LLC v. Continental Casualty Co., 782 F.3d 931 (8th Cir. 2015) was a coverage dispute decided under Minnesota law. The underlying lawsuit was over online reviews that an employee allegedly posted while posing as a patient. To decide the duty to defend, the court said it must “compare its coverage terms to the allegations in St. Croix’s complaint.” It read that policy as providing “coverage for defamation in general, an intentional act, but excludes coverage for defamation committed with the intent to injure.” The insurer had no duty to defend because “it alleged only that S & B’s and Brettin’s conduct was intended to injure.”

Your policy’s own wording controls your coverage. Some liability policies also exclude statements published with knowledge of their falsity, and my page on the knowingly false publication exclusion explains how that exclusion works.

What Are Your Options After a Demand Letter or Lawsuit Over a Review?

You have five practical responses: talk with the vendor’s owner, correct the review, take it down as part of a written settlement, stand on it and defend, or answer through a lawyer. The right one depends on how much of the review your records prove and what the dispute is worth to each side.

1. Talk owner to owner. A direct conversation fits when the business relationship is worth keeping or the review grew out of a billing dispute that can still be resolved. I suggest keeping the conversation to the underlying dispute and confirming any agreement in writing, so both sides know what was agreed.
2. Correct the review. When a factual sentence overstates what happened, editing it to match your records leaves your opinion in place. The vendor may point to the edit as an admission, so I suggest wording the change as a clarification and keeping copies of both versions.
3. Take it down in a written settlement. Removal works best as one term of an agreement in which the vendor releases its claims, because deleting a review does not undo that it was already read. I suggest saving a dated copy of the review and its web address before removing it, because the exact words posted are what the vendor’s claim and your defense will be measured against.
4. Stand on it and defend. This fits when every factual statement is true and documented. Under McKee, truth is a complete defense and pure opinion is protected. The anti-SLAPP motion may be available where you can show public concern. To defeat the motion with the act’s seller exclusion, the vendor must prove that exclusion applies, and the act’s review provision brings claims over business reviews back within the act. Dismissal also requires that the vendor cannot make a prima facie case on each element of its claim or that the claim fails as a matter of law. Paragon shows the cost: there, the reviewer won dismissal on other grounds with no fee award.
5. Answer through a lawyer. A response letter can take the demand point by point, separate the opinion from the facts, and tie each fact to your records. It can also propose terms while keeping your side of the dispute off the review site.

If you have been served, a separate deadline runs alongside the anti-SLAPP window. Under Minn. R. Civ. P. 12.01, “Defendant shall serve an answer within 21 days after service of the summons upon that defendant unless the court directs otherwise pursuant to Rule 4.043.” Under Minn. R. Civ. P. 55.01, when a party “has failed to plead or otherwise defend within the time allowed therefor by these rules or by statute, and that fact is made to appear by affidavit, judgment by default shall be entered against that party.” Under Minn. R. Civ. P. 3.01, a civil action is commenced against a defendant “when the summons is served upon that defendant,” among other events. Minn. R. Civ. P. 3.01 also states: “Filing requirements are set forth in Rule 5.04, which requires filing with the court within one year after commencement for non-family cases.” The answer deadline can therefore run before the vendor files anything with the court. Check the current text of the rules before relying on these periods.

If your business is also on the other side of a review dispute, my page on legal action against fake Google reviews covers what a reviewed business can do.

Responding to a Review Lawsuit

A vendor’s defamation claim over your review rests on the facts in it: true statements and opinion are protected, and each factual statement needs records behind it. A business can use the anti-SLAPP motion only if it shows the review was speech on a matter of public concern. Even then, the court dismisses only if the vendor cannot prove an exclusion applies. The vendor must also be unable to make a prima facie case on each element of its claim, or the claim must fail as a matter of law. If your business is primarily engaged in selling goods or services and the review is about its own sale to the vendor, the vendor may argue the act’s seller exclusion applies. The act brings claims over business reviews back within it, and Paragon did not address whether that reaches reviewers who “were not consumers” of the vendor’s services. In Paragon, the Court of Appeals concluded that one review of a private business dispute did not meet the public-concern test, and the Minnesota Supreme Court is reviewing that decision. These disputes are part of my business torts practice. If a vendor has threatened or sued your business over a review, email me at [email protected] with a brief description and the names of the parties. I can start an intake and conflict check before you send any documents.