Triplark Ltd v Northwood Hall (Freehold) Ltd & Anor

The natural and ordinary meaning of allegedly defamatory words is the single meaning conveyed to the ordinary reasonable reader of the publication as a whole. The court must avoid over-elaborate analysis and must not import evaluative language that arises from the reader rather than the words.

A corporate claimant may be defamed by imputations capable of substantially harming its business reputation. Whether it has a relevant reputation is ordinarily a factual question. Statements are classified objectively as fact or opinion in their context. An inference or allegation of improper conduct may be opinion, but a bare assertion without an indicated factual basis may be read as fact.

The claimant, Triplark Ltd, brought claims in libel and malicious falsehood arising from two lengthy communications circulated to leaseholders and residents of Northwood Hall during a proposed collective enfranchisement.

The first defendant issued an invitation to participate in the scheme. It criticised Triplark’s conduct as head leaseholder. The second communication responded to allegations made by a leaseholders’ group and alleged that Triplark was behind a misleading propaganda campaign.

Under an order of Master McCloud, the court determined preliminary issues concerning reference, natural and ordinary meaning, whether the meanings were defamatory, whether they were fact or opinion, and whether any opinion indicated its basis. Serious harm, falsity, malice, responsibility for publication, and pecuniary loss were not determined.

1. The preliminary issues were determined substantially in Triplark’s favour. The court found that the Invitation conveyed, among other things, that Triplark had been incompetent, had deliberately neglected the property and oppressed leaseholders, had sought inflated and extortionate lease-extension premiums, had deliberately abused its position to obtain disputed service-charge arrears, and might repeat such conduct. The development-proposals meaning was not sufficiently serious to be defamatory.

2. Most of the Invitation’s serious imputations were factual. “Oppression”, “inflated”, “ramped up”, “extortionate”, “blackmail”, and the prediction of future misconduct were opinions or comments to the extent identified. The factual basis for the opinions was sufficiently indicated. If incompetence or deliberate neglect were opinions, their basis was not indicated.

3. The Letter meant that, in a desperate effort to defeat or delay the enfranchisement, Triplark had colluded with others to use a leaseholders’ organisation for a propaganda campaign. It was said to undermine trust by deliberate misleading, confusion, waste, disruptive tactics, and false and baseless allegations of criminality and deception. That meaning was defamatory of Triplark. The descriptions of a propaganda campaign, desperation, disruptive conduct, outrage, motive, and predicted future conduct were opinions. Its core assertion that Triplark was behind the campaign, and had deliberately used the stated methods, was factual.

4. Applying Lachaux v Independent Print Ltd [2019] UKSC 27 and Thornton v Telegraph Media Group Ltd [2010] EWHC 1414 (QB), the court held that the serious imputations had an inherent tendency substantially to damage Triplark in leaseholders’ eyes. The question whether Triplark in fact had a business reputation capable of such injury was not fairly raised for final resolution and was premature.

5. The court rejected the submission that the publications concerned only individuals rather than the company. The words attacked the conduct of Triplark’s business. A possible abuse arising from a company being used to vindicate an individual’s reputation was not an issue for this preliminary trial.

High Court (Queen’s Bench Division): First-instance determination of preliminary issues pursuant to an order of Master McCloud dated 11 September 2019. No appellate history is stated.