Are you allowed to warn your clients about a company you do not want to work with?

A company that no longer wants to work with a trading partner may notify its customers - but how it does so makes all the legal difference. In a Sept. 3, 2025 ruling, the Antwerp Court of Appeal held that a shipping company that informed its customers that a commission agent was “blacklisted” and was “a high-risk customer” was guilty of malpractice within the meaning of Article VI.104 Code of Economic Law (CEL). That the messages were originally intended to be internal and that the parties are not competitors did not detract from this.

The facts

DBTL is a commission-expeditor in the port of Antwerp. Cosco - a Chinese shipping company with a Belgian shipping agent - decides not to continue working with DBTL after a previous dispute with it.

Cosco communicates that decision in various ways to its own customers, who are simultaneously customers or clients of DBTL. A warning appears on Cosco's digital shipping platform, “Please do not accept transportation with this company. We have a lawsuit and it is a high-risk customer.” Two weeks later, Cosco writes to another customer of DBTL that DBTL has been “blacklisted by our management” and asks to use another shipper. When that customer states they still want to work with DBTL, Cosco replies, “Excuse, not possible. Thanks for reconsidering this and organizing the transport with the other Antwerp forwarder.”

DBTL filed an injunction claim under art. VI.104 CEL, claiming, among other things, the cessation of practices, a rectifying notice to the three affected customers and a penalty payment. The President of the Antwerp Enterprise Court dismisses that claim in May 2024: in his view, it was partly an internal communication on a Cosco system, partly responses to explicit questions from customers, and not an attack on DBTL. DBTL files an appeal.

The decision

The Antwerp Court of Appeal reformed the judgment a quo and did find badmouthing.

The Court defines badmouthing as a communication which, in the mind of third parties, is likely to damage the credibility or reputation of an economic operator, its products, its services or its activity. A trader may criticize the conduct of another trader, but without needing to compromise its reputation. Whether the allegation is right or wrong is irrelevant - its destructive character follows from the way the allegation is formulated, not from its validity.

Applied to the facts, the Court finds that the reference to the existence of a lawsuit and the description of DBTL as a “high-risk customer” constitute bad faith. The same applies to the statement that DBTL has been “blacklisted” by Cosco's management - wording that needlessly damages DBTL's credibility and reputation.

The Court rejected three of Cosco's defenses. The mere internal nature of the messages does not eliminate the malpractice claim, since the communications actually reached DBTL's clients. Nor does the reactive nature - certain messages were responses to customer inquiries - justify the badmouthing. And the fact that the parties are not competitors is irrelevant: a competitive relationship is not required for badmouthing as an unfair market practice.

The Court noted additionally that after the March 15, 2024 notice of default, Cosco itself had pledged to refrain in the future from referring to the lawsuit and describing DBTL as a high-risk customer - a pledge that the Court said confirms that Cosco did intend to portray DBTL in a bad light.

In terms of remedies, the Court orders the cessation of the practice within 14 days of service, subject to a penalty of EUR 2,500 per violation with a cap of EUR 100,000. A partial publication measure is granted under Art. XVII.4 CEL: DBTL is allowed to transmit the ruling by letter for information to the three identified customers who had received the ill-advised communications.

Legal analysis and interpretation

No competition requirement - badmouthing as broad protection tool

A persistent misconception in practice is that badmouthing is only possible between companies in competition. The Court confirms - correctly - that this is not the case. The shipping company is not a competitor of the forwarder; they operate in complementary links of the same logistics chain. Nevertheless, the common customer base is sufficient to make badmouthing possible. The same principle was previously confirmed in a dispute between a publisher and public broadcaster over a critical press article, where the judge expressly rejected the defense that the parties were not competitors.

This is in the logic of Article VI.104 CEL: the prohibition against acts contrary to fair market practices protects companies more broadly than merely against attacks by direct competitors. It is sufficient that the communication in the mind of third parties may damage the credibility of the affected company. In an integrated economy where B2B relationships pass through multiple layers - suppliers, distributors, platform providers, integrators - that broad scope is not an academic detail.

The ‘internal document’ argument offers no shield

Cosco defended that the warning on its digital shipping platform was an internal document. The Court firmly rejected that argument: whether the communication was intended to be internal or not, it reached DBTL's principals - completing the legal picture.

This is an important lesson for businesses that use digital platforms, customer portals, CRM systems or internal ticketing tools to categorize trading partners. The line between “internal” and “external” is often fluid in a digital context: tags in a shared customer record, statuses in an order management system, free fields in a CRM, automated notifications in a platform - all of these data points can reach third parties through an interface, a generated message or a call transfer. Once they reach third parties, the legal assessment is irreversible.

In practice, this means that the content of free text fields, statuses and automated messages deserves the same editorial care as external communications. Not only the content, but also the architecture of a digital tool can come under legal scrutiny: for example, it was previously held that a online complaint platform whose scoring system inevitably leads to a negative rating, is itself illegal for badmouthing. Those who use an internal categorization “high risk” or “blacklisted” would therefore do well both to strictly limit its visibility and to keep the wording objective and proportional.

A response to a customer request is not a free pass

A second defense by Cosco was that some of the messages were responses to explicit questions from customers - not a spontaneous attack, but a requested response. The Court rejected that argument as well. When a company comments about another company, the same due diligence requirements apply whether that communication is spontaneous or solicited. The choice to use words like “blacklist” and “high-risk customer” instead of a neutral commercial point of view - “we have decided to stop working with X; please appoint another partner” - rests with the entrepreneur himself.

Strategically, this means that when a company is questioned by a customer about a business partner with whom it no longer wishes to work, it must formulate a concise and factual answer. The commercial decision to stop cooperating is completely at the company's discretion. But the justification to third parties, even upon explicit request, remains subject to the duty of care.

Specifically, what does this mean?

For businesses that manage their customer relationships through digital tools. Tags, statuses and free text fields in CRM systems, customer portals, ticketing tools and order management systems are not legally a closed area. What is entered as an internal note can reach third parties via automated messages, customer conversations or casual visibility. A “high risk customer” or “blacklist” label appearing in an interface at a trading partner's site creates a direct liability risk under Article VI.104 CEL. The content of free fields, statuses and automated notifications therefore deserves the same editorial care as external communications. Internal governance over who may create which labels, how they are worded and to whom they are visible is not a luxury.

For companies terminating a business relationship. The decision itself to stop working with a trading partner is itself legitimate. How that decision is communicated to third parties is not automatically so. Those who communicate to customers or suppliers that a particular party is no longer welcome would do well to limit themselves to a neutral, factual position. Communications about lawsuits, risk profiles, integrity or “blacklists” are legally risky, regardless of their factual soundness. The same goes for actively disclosing a judicial conviction of a competitor: that too, despite the factual accuracy of the notice, is permissible only under strict conditions. In the event of a notice of default by the affected party, moreover, it is appropriate to correct immediately and demonstrably - just as Cosco did after DBTL's notice of default, although that correction did not put it out of business in this case.

Frequently asked questions (FAQ)

Is it badmouthing if the claims are factually correct?
Yes, possible. For purposes of assessing bad character, it is without importance whether the statement is true or false. The degrading character follows from the way the communication is worded, not from its substantive merits. A company that is actually engaged in litigation or with which cooperation has been effectively terminated may still fall victim to badmouthing if a third party uses that fact to needlessly damage its reputation.

Is a communication on a closed or internal platform safe?
Not necessary. The Court finds that the mere internal nature does not preclude badmouthing once the communication reaches third parties - for example, through a customer portal, an automated message or a forwarded internal memo. The legal assessment looks at the actual destination of the communication, not the original intent or system in which it was placed.

Do parties have to be competitors for there to be badmouthing?
No. A competitive relationship is not a prerequisite for malpractice under Article VI.104 CEL. A supplier may be guilty of badmouthing with respect to a customer, a shipping company with respect to a commission agent, a platform provider with respect to a user. It is sufficient that communication in the minds of third parties may damage the reputation of a market participant.

Conclusion

This ruling clarifies that defamation in Belgium has a broader scope than is sometimes assumed in practice. It protects any company whose reputation is needlessly compromised - regardless of whether a competitive relationship exists, regardless of whether the allegation is factually correct, and regardless of whether the communication was originally intended to be internal. The line between a lawful commercial decision not to cooperate with a partner and an unlawful badmouthing lies entirely in how that position is communicated to third parties.