Walter Tzvi Soriano v Richard Silverstein

A contractual undertaking given to settle defamation proceedings is interpreted objectively, by reference to its language, the agreement as a whole, its context and commercial consequences. An undertaking not to publish allegations “to similar effect” is not confined to identical words or identical gravity. It may cover an allegation concerning the same subject matter and conveying the same essential allegation, even at a lower level of seriousness.

An injunction enforcing a settlement undertaking may be granted where there is a real and substantial risk of future breach. The court must consider freedom of expression under section 12 of the Human Rights Act 1998, but a freely negotiated settlement of litigation, entered into with legal advice, will ordinarily require a strong case before its enforcement is refused as disproportionate.

The claimant brought a Part 8 claim alleging that the defendant had breached a settlement agreement made to compromise earlier defamation proceedings. The agreement prohibited republication of specified allegations concerning the claimant and allegations to similar effect.

The defendant published two tweets referring to the claimant’s association with Oleg Deripaska and suggesting involvement in suspected illegal or criminal activity. The first tweet was deleted before proceedings were issued; the second remained online. The issues were whether either tweet breached the undertaking and whether injunctive and costs relief should be granted.

The earlier defamation proceedings had included jurisdictional decisions and an appeal that became unnecessary when the underlying claim settled.

1. Interpretation. The court applied the objective approach to contractual interpretation. The Settlement Agreement had to be read as a whole, taking account of its language, context, commercial consequences and the need for businesslike construction. The phrase “to similar effect” had to be given meaningful effect but not interpreted too widely.
2. First Tweet. The combination of the references to the FBI investigation of Deripaska, the claimant’s position within Deripaska’s “clique”, and the description of the claimant as “shady” and not genuinely a security consultant conveyed that there were reasonable grounds to suspect the claimant of involvement with Deripaska in illegal activity. The subject matter and essential allegation were the same as those prohibited by the Settlement Agreement, although the tweet conveyed a lesser degree of gravity. Publication therefore breached clause 2.2.1.
3. Second Tweet. The reference to a “critical link” between the claimant and Deripaska, together with investigations into both men, conveyed that there were reasonable grounds to investigate their involvement in criminal activity. It was again to similar effect to the prohibited allegations and breached clause 2.2.1.
4. Injunction. The deletion of the first tweet did not prevent the court from determining whether it breached the agreement. The defendant’s continued publication of the second tweet, failure to acknowledge the breach, and lack of reassurance about future compliance established a real and substantial risk of further breaches.
5. Under section 12 of the Human Rights Act 1998, the court considered the defendant’s freedom of expression and the public interest in receiving information. The settlement had been freely entered into with expert legal advice in litigation engaging article 10 rights. Enforcing it was not disproportionate. An injunction was granted, with precise terms to be determined. The claimant was awarded costs subject to detailed assessment and £30,000 on account, payable within fourteen days.

This was a first-instance decision. The judgment records that the underlying proceedings included jurisdictional decisions at [2021] EWHC 56 (QB) and [2021] EWHC 873 (QB); an appeal from the latter became unnecessary when the underlying claim settled.