Fox v Hall

A course of conduct amounts to harassment only where it is objectively oppressive and unacceptable, viewed in its social or working context. Conduct may be unattractive or unreasonable without crossing that threshold. Robust debt-recovery communications, forceful litigation and complaints to the police will not ordinarily constitute harassment where they pursue a legitimate grievance, are honestly made and use lawful processes. Litigation may constitute harassment where proceedings are used for an ulterior purpose rather than to ventilate legitimate grievances. A person may be responsible for another’s conduct under section 7(3A) of the Protection from Harassment Act 1997 where that conduct was aided, abetted, counselled or procured.

The claimant acquired purported claims arising from an agreement between the defendant’s company and Ian Wilson. He claimed that the defendant was personally liable and that the defendant’s responses to attempts to recover the claims amounted to harassment. The defendant counterclaimed for declarations that he had no liability.

The court considered the proper construction of the agreement, alleged personal assurances, piercing the corporate veil, limitation, performance or compromise, and 15 pleaded instances of alleged harassment. The harassment allegations included solicitor’s correspondence, injunction proceedings, complaints to the police, arrest and bail, and conduct by the defendant’s employees and solicitors.

1. The claims under the Wilson Agreement failed. On its true construction, Manage Security Services Ltd, not the defendant personally, was the contracting party. The defendant had signed expressly on behalf of Manage, and the agreement imposed its operative obligations on Manage. The reference to the non-existent TSS Trading Limited was an error which did not create ambiguity.
2. No enforceable personal guarantee arose from any pre-contractual assurance. Any assurance that the defendant would ensure performance by Manage would have been a guarantee requiring compliance with the applicable statutory formalities, but the alleged assurance was oral. Later statements concerning shares were imprecise and did not amount to a personal trust, binding promise, variation or estoppel.
3. The corporate veil could not be pierced. The court would do so only where special circumstances showed that the company was a façade concealing the true facts. The evidence did not establish fraud or such a façade. The claims were also statute-barred under the Limitation Act 1980; section 32 could not assist because there was no fraud and, in any event, the true position was known by 2005.
4. For completeness, the court found that £51,406.20 had been paid under the £87,500 obligation, but that the balance had not been shown to have been compromised. No claim under the profit-share clause could have succeeded because no qualifying business had been recorded in writing. These findings did not affect the absence of personal liability.
5. The harassment claim was dismissed. Applying [2010] EWHC 2612 and [2012] EWCA Crim 2566, harassment required conduct on at least two occasions, targeted at the claimant, objectively calculated to cause alarm or distress, and objectively oppressive and unacceptable. Context was important, and the law intervened only where conduct was sufficiently grave.
6. The defendant’s responses were robust but lawful responses to the claimant’s escalating debt-recovery campaign. The solicitor’s letter, injunction application, police complaints and related steps did not cross the line into harassment. Complaints to the police were additionally protected by the witness-immunity rule, applied to harassment claims in [2014] EWCA Civ 1035. Conduct by employees or solicitors could be attributed under section 7(3A), but the necessary underlying conduct was not established.
7. The claimant’s claims were dismissed. The defendant was entitled in principle to the declarations sought in his counterclaim.

This was a first-instance trial in the High Court. The judgment records an earlier related harassment action, which had been dismissed by HHJ Seymour QC, but does not describe an appeal from that decision.