Present: All the Justices

GINA L. SCHAECHER, ET AL.
                                           OPINION BY
v.   Record No. 141480            JUSTICE LEROY F. MILLETTE, JR.
                                          June 4, 2015
ROBINA RICH BOUFFAULT


             FROM THE CIRCUIT COURT OF CLARKE COUNTY
                    John E. Wetsel, Jr., Judge

      In this appeal we consider (1) whether any of nine

statements by the defendant are sufficiently defamatory in

nature to survive demurrer, and (2) whether the allegations

state a claim for tortious interference with contract.

                    I.   FACTS AND PROCEEDINGS

      This appeal arises from circumstances surrounding a

special use permit application regarding a prospective property

for 3 Dog Farm, LC, a company that provides rehabilitation

services to displaced companion canines.   Plaintiff Gina

Schaecher owns both 3 Dog Farm and plaintiff Happy Tails

Development, LLC ("Happy Tails"), the contract purchaser of the

Clarke County property on which Schaecher intended to locate 3

Dog Farm.   In accordance with Clarke County Zoning Ordinances,

Happy Tails applied for a special use permit on August 6, 2013,

requesting a permit to operate a boarding kennel of more than

five canine animals.

      Plaintiffs allege that defendant Robina R. Bouffault, a

nearby neighbor and member of the Clarke County Planning
Commission ("Planning Commission"), sent defamatory emails and

made false public statements defaming Schaecher and Happy

Tails.   The allegations include two counts of defamation, one

on behalf of Schaecher and one on behalf of Happy Tails, and

one count of tortious interference with contractual relations

on behalf of Happy Tails. 1

     The circuit court sustained Bouffault's initial demurrer,

granting plaintiffs leave to amend.   The amended complaint

includes nine alleged defamatory statements.   Eight of these

statements were sent in email form to some or all members of

the Planning Commission and other interested parties, and are

attached as exhibits to the amended complaint. 2   One of the

alleged defamatory statements was made to a local newspaper,

The Winchester Star, and is not attached as an exhibit.

     Five of the emails and The Winchester Star comments

concern whether the kennel as proposed would comply with

conservation easements, private covenants, or county


     1
       Because these counts are pled separately, and because
defamation against an individual is not necessarily defamation
against her business and vice versa, Schaecher and Happy Tails
will be referred to in this opinion as individual parties or
collectively as "plaintiffs," as appropriate.
     2
       While it is not specifically pled that the recipients
were members of the Planning Commission, the context of the
emails makes this clear. In particular, Brandon Stidham, whose
email signature identifies him as the Director of Planning, is
a recipient of every email, and Bob Mitchell, identified by
Bouffault in an email as the County Attorney, is a recipient of
several emails.

                                2
ordinances.   Plaintiffs allege that these statements

characterize Schaecher as a lawbreaker, one without integrity,

or one with disregard for the law, or imply that Happy Tails

was in violation of the law, and that defendant made these

statements with the intent to defame Schaecher and Happy Tails.

Two additional emails state that "It would appear that Mrs.

Schaecher was not totally truthful," and "I firmly believe that

Gina is lying and manipulating facts," respectively.

Plaintiffs allege that these statements impugn Schaecher's

honesty and harm the reputation of Happy Tails.    Finally, one

email includes a remark by Bouffault regarding Schaecher's

sister Mary, who was to serve as the resident manager at the

kennel.   The email states that "Mary had owned a property . . .

with her boyfriend – they have now split . . . but [she]

appears to be having difficulties in paying the mortgage . . .

foreclosure could be a possibility."   Plaintiffs allege that

the statement defamed Schaecher and Happy Tails.   The

individual statements are discussed in more detail in Part

II.A., infra.

     Happy Tails also alleges that because of "false, reckless,

defamatory and/or misleading statements to the press, Clarke

County government officials, the planning commission and

members of the Board of Supervisors," Happy Tails incurred

additional costs due to delay in review of the special use


                                3
permit and in order to refute and remedy Bouffault's

statements.   Additionally, "[u]pon information and belief,

[defendant] engage[ed] third parties to threaten and harass

persons who openly supported [Happy Tails'] proposed use for

the Property causing the Sellers' reservations in continuing

[Happy Tails'] Sales Contract."       Happy Tails pled that

Bouffault's conduct delayed and increased costs such that the

Sales Contract became cost prohibitive and Happy Tails was

forced to terminate.   An attached exhibit reflected a signed

Sales Contract that indicated settlement on the sale of the

property was to occur on May 30, 2014, one day after the

amended complaint was filed.    Nothing in the attached exhibit

indicated that the contract had been terminated.

     Bouffault again demurred to the amended complaint.       The

circuit court ruled that the statements were not defamatory;

that the statements and actions complained of were "committed

incident to the performance of a legislative function of the

Defendant as a member of the Clarke County Planning Commission;

therefore, they are protected by legislative immunity"; and

that the allegations did not set forth a claim for tortious

interference with contract.    The circuit court therefore

sustained the demurrer on all counts.       We granted this appeal.




                                  4
                           II.   DISCUSSION

        We review the circuit court's ruling on a demurrer de

novo.     Schilling v. Schilling, 280 Va. 146, 148, 695 S.E.2d

181, 183 (2010).    "A demurrer accepts as true all facts

properly pled, as well as reasonable inferences from those

facts."     Steward v. Holland Family Props., LLC, 284 Va. 282,

286, 726 S.E.2d 251, 253 (2012).

A.   Defamation

     Virginia makes no distinction between actions for libel

and slander.    Shupe v. Rose's Stores, Inc., 213 Va. 374, 375-

76, 192 S.E.2d 766, 767 (1972).        In Virginia, when a plaintiff

alleges defamation by publication, the elements are "(1)

publication of (2) an actionable statement with (3) the

requisite intent."     Tharpe v. Saunders, 285 Va. 476, 480, 737

S.E.2d 890, 892 (2013) (internal quotation marks omitted).         In

the present case the elements of publication and intent are

sufficiently pled on the face of the pleading.       This appeal

focuses on whether the statements pled are actionable.

     An "actionable" statement is both false and defamatory.

Id. at 481, 737 S.E.2d at 892.     Defamatory words are those

"tend[ing] so to harm the reputation of another as to lower him

in the estimation of the community or to deter third persons

from associating or dealing with him."        Restatement (Second) of

Torts § 559; see Chapin v. Knight-Ridder, Inc., 993 F.2d 1087,


                                   5
1092 (4th Cir. 1993)(applying Virginia law).   A false statement

must have the requisite defamatory "sting" to one's reputation.

See Air Wis. Airlines Corp. v. Hoeper, ___ U.S.___, ___, 134

S.Ct. 852, 866 (2014) (focusing on "the substance, the gist,

the sting" of an allegedly defamatory statement); Curtis Pub.

Co. v. Butts, 388 U.S. 130, 138 (1967)(referring to the

defamatory implication as the "sting of the libel").

     Characterizing the level of harm to one's reputation

required for defamatory "sting," we have stated that defamatory

language "tends to injure one's reputation in the common

estimation of mankind, to throw contumely, shame, or disgrace

upon him, or which tends to hold him up to scorn, ridicule, or

contempt, or which is calculated to render him infamous,

odious, or ridiculous."   Moss v. Harwood, 102 Va. 386, 392, 46

S.E. 385 (1904); see Adams v. Lawson, 58 Va. (17 Gratt.) 250,

255-56 (1867) ("It is sufficient if the language tends to

injure the reputation of the party, to throw contumely, or to

reflect shame and disgrace upon him, or to hold him up as an

object of scorn, ridicule or contempt."); see also Moseley v.

Moss, 47 Va. (6 Gratt.) 534, 538 (1850) (actionable defamation

"tend[s] to make the party subject to disgrace, ridicule, or

contempt").   Each of these descriptions connotes the requisite

defamatory "sting," while "language that is insulting,

offensive, or otherwise inappropriate, but constitutes no more


                                6
than 'rhetorical hyperbole'" is not defamatory.   Yeagle v.

Collegiate Times, 255 Va. 293, 296, 497 S.E.2d 136, 137 (1998).

     We recently had occasion to restate the historical

elements of a common law defamation pleading:

     A common law complaint for libel or slander
     historically included three elements: the inducement,
     an explanation of the facts demonstrating that the
     allegedly defamatory statement is actionable; the
     colloquium, an explanation of how the allegedly
     defamatory statement refers to the plaintiff, if he is
     not explicitly named; and the innuendo, an explanation
     of the allegedly defamatory meaning of the statement,
     if it is not apparent on its face.

Webb v. Virginian-Pilot Media Cos., 287 Va. 84, 88, 752 S.E.2d

808, 811 (2014) (citing Black's Law Dictionary 300, 845, 861

(9th ed. 2009)).   In the case at bar, the question before the

Court is whether the statements are either defamatory on their

face or contain sufficient innuendo to imply defamatory

meaning; we must also consider whether the statements

constitute protected First Amendment speech.

    In evaluating whether language is actionable, we take all

inferences in favor of the plaintiff, but such inferences

cannot rise above the language of the documents or statements

themselves:

    In determining whether the words and statements
    complained of . . . are reasonably capable of the
    meaning ascribed to them by innuendo, every fair
    inference that may be drawn from the pleadings must be
    resolved in the plaintiff's favor. However, the
    meaning of the alleged defamatory language can not, by
    innuendo, be extended beyond its ordinary and common


                                7
      acceptation. The province of the innuendo is to show
      how the words used are defamatory, and how they relate
      to the plaintiff, but it can not introduce new matter,
      nor extend the meaning of the words used, or make that
      certain which is in fact uncertain.

Id.   at   89-90,   752   S.E.2d   at   811   (quoting   Carwile   v.

Richmond Newspapers, Inc., 196 Va. 1, 8, 82 S.E.2d 588, 592

(1954)).

      To determine whether a statement can be reasonably

understood as stating or implying actual facts, whether those

statements are verifiable, and whether they are reasonably

capable of defamatory meaning, we must examine them in context:

      Although varying circumstances often make it difficult
      to determine whether particular language is
      defamatory, it is a general rule that allegedly
      defamatory words are to be taken in their plain and
      natural meaning and to be understood by courts and
      juries as other people would understand them, and
      according to the sense in which they appear to have
      been used.

Carwile, 196 Va. at 7, 82 S.E.2d at 591-92; accord Farah v.

Esquire Magazine, 736 F.3d 528, 535 (D.C. Cir. 2013)

("[T]he publication must be taken as a whole, and in the

sense in which it would be understood by the readers to

whom it was addressed." (internal quotation marks and

citations omitted.)).

      With these principles in mind, a court must decide as a

threshold matter of law whether a statement is reasonably

capable of defamatory meaning before allowing the matter to be



                                    8
presented to a finder of fact.        Perk v. Vector Res. Group,

Ltd., 253 Va. 310, 316-17, 485 S.E.2d 140, 143-44 (1997).          To

perform this gatekeeping function, we turn to the statements at

issue today.

     1.      Statements Pertaining to Prospective Violations of
             Easements, Covenants, or Ordinances

     Plaintiffs' amended complaint includes as exhibits a

number of emails in which Bouffault expresses concern that

plaintiffs' plans for the property do not comply with

easements, covenants, or ordinances.       Plaintiffs allege that

these emails are defamatory.    We disagree.

     a.      Contents of the Emails

     The first email (Exhibit B) indicates that Bouffault is

"attaching a[n applicable] Conservation Easement document,

where you will see on the 5th page the highlighted paragraph

that would appear to prohibit a commercial dog kennel on the

easement."    Plaintiffs allege that Bouffault knew or should

have known that the conservation easement authority had

communicated its approval of the use detailed in the special

use permit application.    They allege that her statement was

false, misleading, tending to indicate that Schaecher was a

"law breaker or a person of disregard for . . . legal

obligations," and intended to harm the reputation of Happy

Tails.



                                  9
     Another disputed email (Exhibit D) pertains to property

covenant restrictions in the deed regarding dwelling size:

Bouffault states that the plan for the property does not meet

the requirements.

     Two emails from Bouffault (Exhibits E and F) pertain to

county ordinances regarding single-family detached dwellings on

residential properties.   Bouffault states that the caretaker's

residence does not meet the ordinance requirements, and further

states her understanding that the Schaecher family will not be

immediately moving to the property, which Bouffault asserts

changes the nature of the application.

     Finally, an email from Bouffault to Schaecher, copied to

Planning Commission members (Exhibit H), raises Bouffault's

concerns over breaches in private covenants.

     b.   Requisite Defamatory "Sting"

     The potential violation of an easement, referenced in

Exhibit B, does not as a general principle carry the "sting" of

a reprehensible crime.    The mere implication that one might be

in violation of an easement, absent more – such as inflammatory

language or context to suggest that the statement causes

particular harm to one's reputation – does not rise to the

level of defamation.   It does not so "harm the reputation of

another as to lower him in the estimation of the community or

to deter third persons from associating or dealing with him,"


                                 10
Restatement (Second) of Torts § 559, such as by making the

plaintiff appear odious, infamous, or ridiculous, or subjecting

her to contempt, scorn, shame, or disgrace.

     Similarly, the potential violation of covenant

restrictions, referenced in Exhibits D and H, does not alone

carry the requisite defamatory "sting."    Covenant restrictions

are contractual in nature, Black's Law Dictionary 443 (10th ed.

2014), and the breach of a contract does not necessarily bring

with it defamatory connotation.    We do not hold that

accusations of violations of covenants or easements are never

defamatory as a matter of law, merely that they are not

inherently defamatory.   Based on the neutral language of these

emails and their context, even construing them in the light

most supportive of the plaintiff, there is nothing to aggravate

the plain language of the emails to suggest they are

defamatory.

     As to Exhibits E and F, the legislative nature of an

ordinance may carry a law-breaking implication above that

inherent in a charge of breach of a covenant or easement.

However, plaintiffs face the same essential challenges:   the

potential violation of a county ordinance by a proposed

dwelling plan does not in and of itself rise to the level of

defamation.   An accusation of ordinance violations may in some

contexts carry defamatory "sting," but the ordinance at issue


                                  11
here pertains to the requirements of a free standing dwelling

unit.    It is thus not apparent on the face of the document how

this violation would render the plaintiffs odious, infamous, or

ridiculous, or otherwise subject them to contempt, shame,

scorn, or disgrace.

        The face of these emails does not reasonably convey

defamatory "sting."     We thus turn to the innuendo articulated

in the pleading, explaining the allegedly defamatory meaning,

to consider whether the pleading guides us to a defamatory

implication in the words that is not immediately apparent.

Webb, 287 at 88, 752 S.E.2d at 811.

        c.   Alleged Innuendo

    As previously addressed, innuendo may not extend beyond the

meaning of the words in the statement.      Id. at 90, 752 S.E.2d

at 811.      Upon review of the amended complaint, we find that the

language of the emails does not support the innuendos pled by

Schaecher and Happy Tails.

        As to the easement referenced in Exhibit B, Schaecher

alleges that the intent of the email was to characterize her as

a "law breaker" or "a person of disregard for the legal

obligations pertaining to the Property."     The statement that

one's proposed project is apparently prohibited by an easement

does not, by innuendo, rise to the level that Schaecher

proposes.     First, while an easement is a legal obligation


                                   12
imposed upon the owners of the property, breach of an easement

does not have the stigma of "law breaker" that Schaecher

pleads.   Second, the content of the email was entirely

descriptive of the current status of the plan and contained no

predictions regarding the future.     Bouffault professed no

knowledge as to whether Schaecher would go forward with the

project as planned if it were in fact in violation of the

easement discussed.    As is obvious from the context of the

case, the project was not built at the time of the email, but

rather was in the process of obtaining the required variances

and engaging in other negotiations.    As of the time of this

email, there clearly was no kennel operating on the property,

so Schaecher and Happy Tails could not yet have been in

violation of any easement.   Consequently, there was no

actionable injurious factual assertion made as a "reasonable

implication" of the published statement.    Carwile, 196 Va. at

9, 82 S.E.2d at 592.   Thus, the ordinary and common import of

the language of the email does not convey that she is a "law

breaker" or "a person of disregard for the legal obligations

pertaining to the Property," as Schaecher alleges. 3


     3
       The amended complaint does not plead with specificity in
what manner the purported breach of easement harms the
reputation of Happy Tails. We are left to conclude that Happy
Tails is generally asking the Court to infer that the community
would find a business without regard for easements to be
odious, infamous, ridiculous, contemptible, or subject to

                                 13
     For the same reasons, the emails addressing private

restrictive covenants in Exhibits D and H fall short of the

innuendo alleged in the complaint, which avers that the reader

would infer that plaintiffs were "breaking the law and/or

otherwise disregarding legal obligations" or "in violation of

private legal obligations."   First, a private restrictive

covenant is contractual in nature, and plaintiffs would not be

in violation of "law" if they were to breach such a covenant.

Second, because the email merely describes the state of the

current plan — a structure not yet built — Bouffault is

likewise not accusing plaintiffs of actively violating covenant

restrictions.   The email expresses no position as to the future

plans of Schaecher or Happy Tails:   a reader could equally or

more reasonably infer that the proposed plans simply needed to

be amended.   The language in the email itself does not support

the innuendo that plaintiffs allege.

     The plaintiffs argue that the innuendo present in the

residential ordinance emails (Exhibits E and F) suggests that

plaintiffs are "in violation of the law," harming the

reputation of Schaecher and Happy Tails.   The language of the

emails once again does not support plaintiffs' argument.     The



disgrace, scorn, or shame, or that the business is tarnished by
such aspersions cast upon Schaecher, its owner. In either
case, for the reasons discussed in relation to Schaecher, the
statement is not defamatory as to Happy Tails.

                                14
emails reflect only a belief on the part of Bouffault that the

current plans for the kennel violate the requirements for a

free standing residential dwelling.     Proposing a plan for a

dwelling that does not comply with residential dwelling

requirements is not a violation of a law, nor does neutral

language stating that a plan does not align with current

ordinances create "a reasonable implication" from which to

infer one would violate the law.      Carwile, 196 Va. at 9, 82

S.E.2d at 592.   There is nothing in the statements to indicate

that plaintiffs plan on violating the law.

     Neither aspersions reasonably apparent from the face of

these emails or innuendo reasonably apparent from their context

provide sufficient defamatory "sting" to make them actionable

against the defendant on behalf of either Schaecher or Tails.

     2.     Statements to The Winchester Star

     Plaintiffs allege that Bouffault made the following

statements regarding the special use permit application in The

Winchester Star:    (1) "Conservation easements usually allow

only agricultural enterprises"; (2) "A dog kennel is not an

agricultural enterprise"; and (3) "40 dogs barking would

probably constitute noise pollution."

     The first two statements allegedly made by Bouffault are

not defamatory for the reasons discussed in Part II.A.1.,

supra:    they lack the requisite defamatory "sting."   Assuming


                                 15
for the sake of argument that the third statement contained

defamatory "sting," it is not actionable, as it cannot be

proven false.     See Cashion v. Smith, 286 Va. 327, 336, 749

S.E.2d 526, 531 (2013); see also Milkovich v. Lorain Journal

Co., 497 U.S. 1, 19-20 (1990).

     For a statement to be actionable, it must "have a provably

false factual connotation and thus [be] capable of being proven

true or false."     Cashion, 286 Va. at 336, 749 S.E.2d at 531

(internal quotation marks omitted); accord Potomac Valve &

Fitting, Inc. v. Crawford Fitting Co., 829 F.2d 1280, 1288 (4th

Cir. 1987) ("[T]he verifiability of the statement in question

[is] a minimum threshold issue.    If the defendant's words

cannot be described as either true or false, they are not

actionable.").    The term "noise pollution" is not identified by

the plaintiffs as a quantifiable term in Clarke County.      The

pleading references no standard by which one could assess

whether the statement is in fact false.    The statements

allegedly made to the Winchester Star are thus not actionable

as to either plaintiff.

     3.   Statement Regarding "Sister Mary"

     One email (Exhibit G) provides a highly detailed report of

Bouffault's trip to a "get together" that was occurring on the

property "for the adjoining neighbors, to discuss and show them

where the kennels were to be."    Bouffault indicates that


                                  16
Schaecher's sister Mary is to be the on-site caretaker and adds

the following parenthetical:   "(Note: Sister Mary had owned a

property in Bluemont with her boyfriend – they have now split,

and she has the property, but appears to be having difficulties

in paying the mortgage, resulting in mortgage modifications,

etc. – foreclosure could be a possibility.)"

     Here, we conclude that neither Gina Schaecher nor Happy

Tails could bring a claim for defamation based upon this

statement, as it is not "of and concerning" either party.

Gazette, Inc. v. Harris, 229 Va. 1, 37, 325 S.E.2d 713, 738

(1985).   A pleading for defamation must allege or otherwise

make apparent on the face of the pleading that the alleged

defamatory statements are "of and concerning" the plaintiff.

Dean v. Dearing, 263 Va. 485, 488, 561 S.E.2d 686, 688 (2002).

     While in some cases a business may bring a defamation

action on its own behalf when one of its employees is allegedly

defamed, there must be a sufficient nexus between the alleged

defamatory nature of the statement and the business:

          Authorities dealing with the subject generally
     hold that an imputation defamatory to stockholders,
     officers, or employees of a corporation does not
     constitute defamation of the corporation itself in the
     absence of an allegation of special damages. Prosser,
     Law of Torts § 106 (3d ed. 1964); Restatement of Torts
     § 561(1) cmt. a; 53 C.J.S. Libel and Slander § 34, at
     83.

                           . . . .



                                17
     Life Printing & Publishing Co. v. Field, 324 Ill.App.
     254, 58 N.E.2d 307 (1944), involved a newspaper
     article implying that the publisher of the corporate
     plaintiff was one of the founders of an anti-Semitic
     organization. In holding that the publication was not
     libelous per se as to such corporate plaintiff, the
     Court said the following at page 310: . . . "Words
     spoken or written of a stockholder or officer give no
     right of action to the corporation unless spoken or
     written in direct relation to the trade or business of
     the corporation. If they relate solely to the
     stockholder, officer, or employee in his private or
     personal capacity, only the individual can complain."

Novick v. Hearst Corp., 278 F.Supp. 277, 279-80 (D. Md. 1968).

Bouffault's statement does not impugn Mary's ability as a

caretaker of dogs, and plaintiffs have not alleged any other

sufficient nexus that Mary's living situation has with the

business.   While the above excerpt does not foreclose the

possibility of special damages, Happy Tails did not plead

special damages.   Where a plaintiff does not prevail on a claim

of defamation per se, and has not alleged or stated proof of

special damages, the plaintiff may not proceed.   Weaver v.

Beneficial Finance Co., 200 Va. 572, 579, 106 S.E.2d 620, 625

(1959).

     No Virginia precedent would support the proposition that

Gina Schaecher could state a defamation claim "of and

concerning" her, as owner of her business, based on a statement

made against one of her employees but unrelated to the work.

Corporate owners generally cannot personally pursue an action

for defamation of their corporation, because the corporate


                                18
entity is "itself the only person entitled to recover for

injuries to its business, profits or property."   Landmark

Commc'ns, Inc. v. Macione, 230 Va. 137, 140, 334 S.E.2d 587,

589 (1985).   For Gina Schaecher to proceed on her own behalf, a

sufficient nexus must be pled to show how the allegedly

defamatory statement degrades the reputation of, and is "of and

concerning," Gina Schaecher.   Such a nexus is not alleged in

the pleadings of this case.

     4.   Emails Impugning Honesty

     Plaintiffs raise two statements that pertain to the

honesty of Schaecher in Happy Tails' special use permit

application proceedings.   The first truth-related email

(Exhibit C) relays information pertaining to prior deferred

kennel applications from Loudoun County, provides a link to 3

Dog Farm's website, and concludes based on the relayed

information that "It would appear that Mrs. Schaecher was not

totally truthful. . . ." in stating that the family did not

currently have a commercial kennel.   The final email (Exhibit

I) describes to Brandon Stidham and Jesse Russell apparent

discrepancies between the Planning Commission's initial

understanding of the use of Schaecher's property and

Schaecher's current characterization, states that Schaecher has

twice stated that Russell is lying, encourages that all

communication with her be in writing only, and states "I firmly


                                19
believe that Gina is lying and manipulating facts to her

benefit. . . ."

     a.   Requisite Defamatory "Sting"

     As with the previous statements, aspersions related to

honesty are subject to an evaluation as to the requisite level

of "sting."   Libelous aspersions impugning honesty have long

been accepted in the Commonwealth as potentially defamatory in

nature.   See Adams, 58 Va. at 255-57 (holding that a written

charge advising another to "quit lying" is actionable because

it implies that he has been lying, and tends to injure the

reputation of the party and to hold him as an object of

contempt).    The Supreme Court of the United States has also

explained that, in the proper context, an accusation that one

is a liar is grounds for defamation.     See Milkovich, 497 U.S.

at 20-23 & n.7.    As with all evaluations of defamatory

statements, however, context is of the utmost importance.       See

Carwile, 196 Va. at 7-9, 82 S.E.2d at 591-92; see also Farah,

736 F.3d at 535.   Reputation must be affected to a magnitude

sufficient to render one odious, infamous, or ridiculous, or

subject to disgrace, shame, scorn, or contempt.

     The context of the emails assists us in analyzing these

two statements.    In the first instance, Bouffault shares

information with Planning Commission members concerning one

question Schaecher had been asked about whether she has a


                                 20
commercial kennel operation.    Schaecher apparently answered

that she did not have a commercial kennel, but had six dogs of

her own.   Bouffault shared two prior kennel applications from

Loudoun County that had been "deferred," as well as a link to a

website for 3 Dog Farm, which Bouffault stated represented a

commercial kennel offering.    She then concludes, "It would

appear that Mrs. Schaecher was not totally truthful . . . ."

     Bouffault's email presents some evidence that appears to,

but does not conclusively, contradict Schaecher's prior

statement. 4   Bouffault's concluding sentence is in the nature of

a summary that hedges her prior statement (". . . not totally

truthful" (emphasis added)).    While this characterization is

unpleasant, "[m]erely offensive or unpleasant statements are

not defamatory."    Chapin, 993 F.2d at 1092.   It is married to a

single and relatively benign particular fact regarding whether

Schaecher was operating a commercial kennel, and so does not

necessarily impugn Schaecher's character as a whole.    It does

not meet the threshold for defamatory "sting" to engender

disgrace, shame, scorn, or contempt, or to render one odious,

infamous, or ridiculous.

     On the other hand, the statement that "I firmly believe

that Gina is lying and manipulating facts to her benefit" does


     4
       The Loudoun County applications were from 2008 and 2010,
respectively.

                                 21
not hedge.   The statement is in the context of an email that

alleges repetitive lying by Schaecher to the Planning

Commission, states that all dealings must be in writing

("EVERYTHING with her in writing only"), and implies that

Bouffault believes Schaecher cannot be trusted ("TRUST NO

ONE").    The face of the email alleges that, in her dealings

with the Planning Commission, Schaecher was lying and

manipulative.   As such, this statement can reasonably be

understood as an aspersion cast on Schaecher's reputation and

character:   the perception that one is deliberately lying and

manipulating facts throughout a governmental process is

sufficiently damaging to one's reputation so as to deter others

from associating with her and render her contemptible in the

estimation of the community.   Thus, this statement has the

requisite defamatory "sting," but that does not end our

inquiry.

     b.    Protected Fact-Based Opinion

     The above statement is also couched in language suggesting

that it may be an opinion.   As we have previously noted:

     Causes of action for defamation have their basis in
     state common law but are subject to principles of
     freedom of speech arising under the First Amendment to
     the United States Constitution and Article I, Section
     12 of the Constitution of Virginia. The United States
     Supreme Court has identified constitutional limits on
     the type of speech that may be the subject of common
     law defamation actions. Thus, speech which does not
     contain a provably false factual connotation, or


                                 22
     statements which cannot reasonably be interpreted as
     stating actual facts about a person cannot form the
     basis of a common law defamation action.

Yeagle, 255 Va. at 295, 497 S.E.2d at 137 (footnote omitted)

(citing Milkovich, 497 U.S. at 16-17, 20).

     Whether an alleged defamatory statement contains a

provably false factual connotation or is a "pure expression[]

of opinion" is a question of law that we examine de novo.

Tharpe, 285 Va. at 481-82, 737 S.E.2d at 893.   In so doing, "we

do not determine whether the alleged defamatory statement is

true or false, but whether it is capable of being proved true

or false."    Id. at 482, 737 S.E.2d at 893.

     As a preliminary matter, we have long stated that "it is

not necessary to make a writing libelous that the imputations

should be made in the form of positive assertion."   Adams, 58

Va. at 256.   Therefore, "'[s]imply couching . . . statements in

terms of opinion does not dispel [factual] implications.'"

Raytheon Tech. Servs. Co. v. Hyland, 273 Va. 292, 303, 641

S.E.2d 84, 91 (2007) (quoting Milkovich, 497 U.S. at 19).

Consequently, the preamble "I firmly believe" does not provide

Bouffault with shelter if the remainder of her statement

contains a provably false connotation.

     The standard previously articulated by this Court is

whether a statement can be "reasonably be understood . . . to

convey a false representation of fact."    Yeagle, 255 Va. at


                                 23
296, 497 S.E.2d at 137 (quoting Crawford v. United Steel

Workers, AFL-CIO, 230 Va. 217, 234-35, 335 S.E.2d 828, 839

(1985)).   Accordingly, we have held that clear "rhetorical

hyperbole" is not defamatory.    Yeagle, 255 Va. at 297, 497

S.E.2d at 138.   Consistent with this approach, in Chaves v.

Johnson, 230 Va. 112, 118-19, 335 S.E.2d 97, 101 (1985), this

Court held that statements that plaintiff's fees were

"excessive" and that he was "inexperienced" were not

defamatory, as the "relative nature of such opinions is obvious

to anyone who hears them."

     In Chaves and Yeagle, an average person could identify the

language used as being relative or hyperbolic statements of

opinion.   The same cannot be said for an accusation of lying

and manipulating facts:   such statements can imply underlying

facts, and "opinions may be actionable where they 'imply an

assertion' of objective fact."    Raytheon, 273 Va. at 303

(quoting Milkovich, 497 U.S. at 21).

           If a speaker says, "In my opinion John Jones is a
     liar," he implies a knowledge of facts which lead to
     the conclusion that Jones told an untruth. Even if
     the speaker states the facts upon which he bases his
     opinion, if those facts are either incorrect or
     incomplete, or if his assessment of them is erroneous,
     the statement may still imply a false assertion of
     fact.

Milkovich, 497 U.S. at 18-19.    Thus, we consider whether the

facts underlying Bouffault's statement might be incorrect or



                                 24
incomplete, or whether her assessment of them is erroneous so

as to imply a false assertion of fact.   In doing so, we must

continue to consider the context and the audience.

     The accusation that Schaecher was lying, which Schaecher

alleges was false, arose in a longer email from Bouffault to

two Planning Commission members:

     What you sent was in the packet of September. So, are
     you telling me that there is NO DESCRIPTION detailing
     what is going to be done contained as an integral part
     of the application? And that everything that Jesse
     outlined in the Case Summary is from VERBAL
     conversations with the applicant? You have nothing in
     writing? In her letter of October 3d, Gina states on
     the second page that "As a point of clarification, we
     do note that the description of our project on the
     agenda remains inconsistent with the purpose and
     nature of our project." And then goes on with a blurb
     very different from what was originally placed in the
     Case Summary.

     Our application documents are in SERIOUS need of
     revision. This is the second time that Gina has
     effectively stated that you, Jesse, are not stating
     facts correctly (i.e. you are lying): you stated
     CLEARLY to the commissioners at our Sept. briefing
     meeting that Gina and her family were going to move to
     Clarke and live on the property, then Gina said no,
     not true, when questioned at the Sept. Friday meeting.
     She now says that what has been stated is
     "inconsistent" with "the purpose and nature of our
     project."

Bouffault's statement that she "firmly believe[s] that Gina is

lying and manipulating facts to her benefit" immediately

follows.

     It is particularly noteworthy that Schaecher did not plead

that the factual allegations in the above email were incomplete


                               25
or generally false – in other words, Shaecher did not deny that

there were inconsistencies between her understanding of events

and that of the Planning Commission – merely that it was not

true that she lied.   There are several possible explanations

for a discrepancy between Schaecher's current characterization

of the project and the version on record with the Planning

Commission or in Jesse Russell's memory:   mistake,

miscommunication, deliberate lying, or a genuine evolution of

external facts that produced a change of circumstances.   The

potential defamation arises only from the implication that

Schaecher lied, as opposed to the alternatives, the

implications of which lack defamatory "sting."   Thus, Schaecher

does not contend that the facts underlying the accusation are

incomplete or untrue, but rather that the conclusion that she

lied is incorrect and thus implies a defamatory fact.

     The email appears to fully disclose the basis of

Bouffault's rationale.   See Biospherics, Inc. v. Forbes, Inc.,

151 F.3d 180, 185 (4th Cir. 1998) (opinions fully disclosing

their factual bases constitute a subjective view and are not

actionable); Phantom Touring, Inc. v. Affiliated Publications,

953 F.2d 724, 730 (1st Cir. 1992) (where "all sides of the

issue, as well as the rationale for [the speaker's] view, were

exposed, the assertion of deceit reasonably could be understood

only as [the speaker's] personal conclusion about the


                                26
information presented"); see also Standing Comm. on Discipline

of the United States Dist. Court v. Yagman, 55 F.3d 1430, 1439

(9th Cir. 1995) ("A statement of opinions on fully disclosed

facts can be punished only if the stated facts are themselves

false and demeaning.").   As Schaecher has not pled that the

stated facts are themselves false and defamatory, in order for

Bouffault's statements to be defamatory, it would have to be

reasonable for Russell or Stidham to perceive that Bouffault

had an implied factual basis for her accusation that Schaecher

was lying of which they were unaware.

     However, the two individuals to whom Bouffault sent the

email, Russell and Stidham, possessed a high degree of

familiarity with the situation.    Given that Russell was the one

allegedly lied about, and Stidham was the Director of the

Planning Commission, the two hold an equal or higher degree of

knowledge of the situation than Bouffault.   In exercising our

gatekeeper function, we must therefore conclude that a

reasonable person in Russell or Stidham's positions would have

perceived the accusation as a pure opinion on the part of

Bouffault based upon her subjective understanding of the

underlying scenario and not upon an implied factual predicate

of which they were unaware.

     Thus, because of Russell and Stidham's knowledge of the

factual basis for Bouffault's statement, in the absence of a


                                  27
claim that the stated underlying facts themselves were false

and defamatory, and because the context of the email and the

positions of Russell and Stidham would allow them to reasonably

conclude that Bouffault's statement was purely her own

subjective analysis, the statement is protected by the First

Amendment and is not actionable.

     As we have concluded that none of the statements are

actionable, we do not reach the assignment of error pertaining

to legislative immunity.

B.   Tortious Interference with Contractual Relations

     The circuit court concluded that Happy Tails failed to

plead a cause of action for tortious interference with

contractual relations.   We agree.

     In Virginia, the elements of a claim for tortious

interference with contractual relations are typically recited

as (1) the existence of a valid contractual relationship or

business expectancy; (2) knowledge of the relationship or

expectancy on the part of the interferor; (3) intentional

interference inducing or causing a breach or termination of the

relationship or expectancy; and (4) resultant damage to the

party whose relationship or expectancy has been disrupted.

Chaves, 230 Va. at 120, 335 S.E.2d at 102.   At issue today is

whether Happy Tails properly pled the third element.




                                28
     Bouffault argues that this third element requires direct

competitive interference with a contract, and that as she was

not a competitor for the land purchase contract involved in

this case, she cannot be liable for tortious interference with

that contract under applicable Virginia precedent.    She argues

that, as a neighbor and Planning Commission member, she was far

removed from the contractual negotiations.   Bouffault also

argues that any termination of contract on the part of Happy

Tails was voluntary, not "caus[ed]" or "induc[ed]."

     In essence, the parties agree that existing Virginia case

law explicitly covers the scenario addressed in the Restatement

(Second) of Torts § 766, "Intentional Interference with

Performance of Contract by Third Person."    Happy Tails argues

that our precedent in Duggin v. Adams, 234 Va. 221, 360 S.E.2d

832 (1987), stands for the proposition that a plaintiff who

alleged he was deliberately misled into giving up contractual

rights stated a claim for tortious interference, and in doing

so implicitly endorses the doctrine set forth in the

Restatement (Second) of Torts § 766A, "Intentional Interference

with Another's Performance of His Own Contract."   The Reporters

Notes to § 766A indicate that while the section is new, it was

"tacitly presented" in § 766.   Two areas in which § 766A is

more explicitly broad than the former section is that it allows

for more indirect interference on behalf of the defendant and


                                29
allows for recovery of damages against a defendant who makes a

contract more burdensome or expensive.

     We do not reach this issue today.      Even under the broader

language of § 766A advanced by Happy Tails, its pleading fails.

Happy Tails attaches to its pleading multiple iterations of the

contract for the sale of real property.      It does not appear to

have become more expensive:   the percentage for a deposit and

total cost remain the same.   Although Happy Tails alleges that

it was terminated, the last iteration of the contract was

signed and indicates that settlement would occur the day after

the amended complaint was filed.       In short, nothing in the

contract indicates that it has been terminated.      A court

considering a demurrer may ignore a party's factual allegations

contradicted by the terms of authentic, unambiguous documents

that properly are part of the pleadings.       Ward's Equipment,

Inc. v. New Holland North America, Inc., 254 Va. 379, 381-84,

493 S.E.2d 516, 518-520 (1997).

     Additionally, the specific allegation advanced by Happy

Tails is not that Bouffault increased the cost of her contract,

leading to its termination, but rather that Bouffault's actions

required hiring "engineers, consultants, scientists, appraisers

and/or additional services . . . to refute and address

Defendant's defamatory statements."      Happy Tails does not

allege that the contract became any more expensive or


                                  30
burdensome, and so does not meet the pleading requirements for

tortious interference with contractual relations.   We therefore

agree with the circuit court.

                        III.     CONCLUSION

     For the aforementioned reasons, we will affirm the

judgment of the circuit court.

                                                     Affirmed.




                                  31
