[2025] EWHC 908 (Ch)

For the reasons set out above, I conclude that Ms Lawrence’s case set out in her Defence and Counterclaim that she is not bound by the Loan Agreement or the Further Advances or that they should be set aside on the grounds of duress and/or undue influence is unwinnable and does not give rise to a genuine dispute on grounds which appear to be substantial. Her case that she did not agree to the Loan Agreement is unsupported by and inconsistent with the contemporaneous documentation and her own conduct and, as regards duress/undue influence, is not substantiated by the requisite factual allegations. To reach this conclusion it has not been necessary for me to conduct a mini-trial.

I do not consider that this is a case of such complexity as to preclude a conclusion at this stage that Ms Lawrence’s case that she is not bound by the Loan Agreement/the Further Advances is unwinnable. The confusing way in which her case is pleaded and the plethora of allegations of serious wrongdoing made by her against HNW do not make the case complex.

It was submitted on behalf of Ms Lawrence that it would be wrong to decide the case prior to disclosure of documents from Setfords. I do not accept this submission. It is not enough to assert that the case should be allowed to go to trial because something may turn up on disclosure; see Easyair Limited (Trading As Openair) v Opal Telecom Limited[2009] EWHC 339 (Ch) at paragraph 15(iv) per Lewison J (as he then was). There are no reasonable grounds for believing that a fuller investigation into the facts of the case, in particular documents held by Setfords, would lead me to alter my conclusion that the Loan Agreement is binding.

I should make clear that in reaching my conclusion on the binding nature of the Loan Agreement I have attached no weight to the two file notes prepared by Mr Shaw dated respectively 29 November and 30 November 2018 which are relied upon by HNW but whose authenticity is disputed by Ms Lawrence.