[2025] EWHC 908 (Ch)

Ms Lawrence’s case that she did not agree to, and is not bound by, the terms of the Loan Agreement is central to her case and is based on the following contentions:

The assertion in Ms Lawrence’s witness statement that she told Mr Shaw in the course of a conversation on 30 November 2018 that she did not agree to the terms of HNW’s revised offer contained in the Loan Agreement is not mentioned in her Defence. Conversely, the account in her Defence of the conversation with Mr Shaw on the morning of 30 November 2018, according to which Mr Shaw made an offer to lend £300,000 which she says she accepted in principle, is not set out in her witness statement.

Ms Lawrence’s account of these conversations is fundamentally inconsistent with the contemporaneous documentation. There is no reference in that documentation to the alleged conversations with Mr Shaw rejecting the revised offer or to any agreement in principle to a loan of a smaller amount than was actually lent. The alleged conversations are inconsistent with the fact that HNW proceeded to make a loan of £1.6 million and the fact that Ms Lawrence, who was made aware of the amount of the loan after completion, even if she had not read the Loan Agreement on 30 November 2018, at no stage told HNW that she had not agreed to the loan. Her email of 11 December 2018 referring to an “understanding” that the loan was for £900,000 does not indicate that she had explicitly rejected HNW’s offer to lend £1.6 million or that there was an agreement to lend £300,000 over and above the £900,000 originally offered.

The assertion that Ms Lawrence told Mr Shaw in the course of a conversation that Mr Kwatia did not have authority to agree to the Loan Agreement on her behalf is similarly inconsistent with the contemporaneous documentation, in particular her texts at 15:51 and 17:19. which clearly shows that Ms Lawrence authorised Mr Kwatia to proceed with the Loan Agreement. Whether or not Ms Lawrence had read the Loan Agreement including the manuscript annotations by this stage does not alter the fact that she authorised Mr Kwatia to proceed. Even if Mr Kwatia had not had actual authority, he would, as Ms Lawrence’s solicitor, have had ostensible authority to agree to the terms of the Loan Agreement and complete the transaction. There is no evidence that Ms Lawrence ever complained to Mr Kwatia or to HNW at the time that Mr Kwatia had acted without authority. Even if, contrary to the facts, Mr Kwatia had acted without her authority, Ms Lawrence ratified the Loan Agreement by, amongst other things, accepting the loan from HNW and subsequently agreeing with HNW on further advances by reference to the Loan Agreement.

It is common ground between the parties that Ms Lawrence did not sign the Loan Agreement with the manuscript annotations. HNW’s case is that she is nevertheless bound by it. Given the undisputed facts that Ms Lawrence was sent the Loan Agreement with the manuscript annotations, that she instructed Mr Kwatia by text to sign it, that Mr Kwatia then proceeded to complete the transaction, that Ms Lawrence took the full amount of the loan and later arranging for additional lending through HNW, I consider that her case that she is not bound by the Loan Agreement on the basis that she did not sign it or agree to its terms, is unwinnable and/or does not raise any genuine dispute on grounds which appear to be substantial.

As noted earlier in this judgment, there is no sustainable basis for the allegation of forgery or fraud. Ms Lawrence accepts that she signed the Loan Agreement prior to the addition of the manuscript annotations.