Triplark Limited v Northwood Hall (Freehold) Ltd & others

Reference: [2019] EWHC 3493 (QB)

Court: Queen's Bench Division

Judge: Warby J

Date of judgment: 19 Dec 2019

Summary: Defamation - Trial of Preliminary Issues - Corporate Claimant - Meaning - Defamatory Meaning at Common Law - Honest Opinion

Download: Download this judgment

Appearances: Alexandra Marzec (Claimant)  Adam Speker QC (Defendant) 

Instructing Solicitors: Hamlins LLP for the Claimant; Payne Hicks Beach for the Defendants

Facts

The claimant was Triplark Ltd (‘Triplark’), a company which owned the freehold of Northwood Hall, a London apartment block, and around 30 flats in the block.

The first defendant, Northwood Hall (Freehold) Ltd (‘NHFL’), was a company incorporated in 2017 with the aim of implementing a scheme for the collective enfranchisement of individual leaseholders at Northwood Hall. The second defendant, Mr Philip Whale, was a director of NHFL, and a leaseholder at the block. The third defendant, Mr David Wismayer, was engaged to assist with the scheme.

The claimant brought actions in libel and malicious falsehood against the defendants over two documents distributed at the block in March 2018. The first document, ‘the Invitation’, sought to encourage leaseholders to join a collective enfranchisement scheme and buy out the freehold at Northwood Hall. The second document, ‘the Letter’, constituted a response to claims concerning the scheme, and to allegations made against the defendants.

The claimant alleged that the Invitation meant that:

  • “the Claimant has incompetently maintained and intentionally neglected Northwood Hall in breach of its obligations as the freeholder”;
  • “the Claimant has artificially and wrongly inflated premiums for lease extensions and unjustifiably overcharged tenants by forcing them to pay exorbitant professional costs”; and
  • “the Claimant has acted in a wholly reprehensible manner by taking advantage of vulnerable Leaseholders by blackmailing them with a view to unlawfully extorting service charge arrears from those individuals”.

The claimant contended that all three meanings contained defamatory imputations of fact.

The defendants argued that the claimant’s meanings were artificial, went beyond what was said or implied by the Invitation, and were the product of an over-elaborate analysis. They contended that, when read as a whole, the Invitation was not defamatory of the claimant, but if the Court held that it was then it was an expression of opinion.

In respect of the Letter, the claimant alleged that it meant that:

  • “the Claimant is responsible for a relentless propaganda campaign that has made various misleading and untrue claims about the Scheme, as well as false statements about NHFL and other individuals supporting the Scheme, in particular Mr Whale and Mr Gay”;
  • “the Claimant has acted unlawfully in making those statements about NHFL and other associated individuals because the statements are false and are therefore highly defamatory, and are so serious that they require a retraction and an apology to be made by the Claimant to remedy the harm caused to those in respect of whom the statements were made”; and
  • “the Claimant has engaged in this type of outrageous and unlawful behaviour in an improper bid to undermine the Scheme by confusing the Leaseholders and dissuading and/or preventing them from exercising their legal rights, and thereby preventing them from realising the full value of their interests in Northwood Hall”.

As with the Invitation, the claimant contended that all three meanings were defamatory factual imputations. Again, the defendants argued that the claimant’s meanings were the product of an over-elaborate analysis; that the Letter was not defamatory; and that if the Court did indeed find the letter to be defamatory, it was an expression of opinion.

Master McCloud directed a trial of four preliminary issues in respect of both documents:

  • whether the word complained of bore the meanings complained of, and if not, what natural and ordinary meanings they bore about the claimant;
  • whether the meanings found were defamatory of the claimant at common law;
  • whether the words complained of, in the meanings found, were statements of fact or expressions of opinion; and
  • if, to any extent, the answer to (3) was that the words complained of, in the meanings found, were expressions of opinion, whether the publication indicated, in general or specific terms, the basis of the opinion(s) stated.

Issue

  1. The meaning(s) borne by the words complained of.
  2. Whether the meanings found were defamatory of the claimant at common law.
  3. Whether the words complained of, in the meanings found, were statements of fact or expressions of opinion.
  4. If, to any extent, the words complained of, in the meanings found, were expressions of opinion, whether the publication indicated the basis of the opinion(s) stated.

Held

 

The Invitation bore the following natural and ordinary meanings about the Claimant:

  • “it had been guilty of incompetence in its role as head leaseholder of Northwood Hall”;
  • “it had for decades deliberately neglected the maintenance of the property, thereby oppressing the leaseholders”;
  • “it had formulated development proposals for the roof of Northwood Hall that were insensitive, allowing leaseholders no say in the matter”;
  • “knowing that many leaseholders would be unable or unwilling to take on the financial risks of contesting valuations before an independent body (the First Tier Tribunal), it had taken the opportunity to demand premiums for lease extensions that were 10-20% above their true value, inflated, ramped up, and extortionate”;
  • “in 2015, it deliberately abused its own power and the weakness and lack of sophistication of some leaseholders to force them, in return for lease extensions, to pay substantial arrears of service charges which were disputed and which they did not owe, thereby blackmailing the leaseholders”; and
  • “that there were reasonable grounds to fear that, if free to do so, the company would do the same again”

On the assumption that the facts relating to the claimant’s business activities and reputation at the date of publication of the Invitation were as pleaded in the Particulars of Claim, meanings (a), (b), (d), (e) and (f) were defamatory of the claimant at common law; meaning (c) was not.

Meaning (a) was a statement of fact. Meanings (b), (c), (d) and (e) were mixed statements of fact and opinion. Meaning (f) was a statement of opinion.

The factual bases for the statements of opinion in (b), (d) and (e) were expressly indicated. The factual basis for the statement of opinion in (f) was expressly or implicitly based on alleged facts set out in (e), and other factual imputations about the claimant in the Invitation.

The Letter bore the following natural and ordinary meaning about the Claimant:

“In a desperate attempt to defeat the Scheme and prevent leaseholders from exercising their legal rights, or delay it, Triplark has colluded with Crownhelm and Mr Maunder Taylor to use a leaseholders’ organisation (NWHLG) as a vehicle for a propaganda campaign by which the company seeks and will continue to seek to undermine trust in the defendants, by misleading, causing confusion, wasting time and resources, using disruptive tactics, and making outrageous allegations of criminality and deception against the defendants which are false, baseless and libellous.

The Letter was defamatory of the claimant at common law.

The Letter was a mixed statement of fact and opinion.

The factual bases for the statements of opinion in the Letter were sufficiently indicated.

 

Comment

Another decision arising from a trial of preliminary issues. It is of note for the discussion on defamatory imputations about corporations.