[2025] EWHC 1972 (Comm)

For all those reasons, Mrs Bandak has no real prospect of successfully defending the claim.

Further, Mrs Bandak says that she did not receive a copy of the Claim Form as that she was not alerted to these proceedings until she was made aware of the interim charging order on 25 June 2024 by a letter sent to her address at 46 St Quinin Avenue. As May LJ said in Godwin, the court will normally exercise its discretion in favour of a defendant who establishes that they had no knowledge of the claim before judgment in default was entered unless it is pointless to do so.

I need not consider this aspect further, as I have already found Mrs Bandak has no real prospect of successfully defending the claim in the event the Default Judgment was set aside. She was, in any event, on notice of CPF One’s call on the Guarantee: she appears to have received the letter of demand dated 1 August 2023 from CPF One’s solicitors – sent to 46 St Quintin Avene (as the Claim Form was) – which set out as follows:

“We act for [VCT] and we enclose a letter of today’s date sent to [Corben Mews].

As you can see from the letter, the sums due to our client under the [Corben Mews Facility Agreement] are now due and payable. You have personally guaranteed the repayment of those sums by virtue of the [Guarantee]. You are therefore personally liable under that Agreement for the sums set out in the enclosed letter.

…

We reserve all of our client’s rights to take action against you if full payment of the outstanding sums is not made immediately. For the avoidance of doubt, by virtue of clause 3.4 of the [Guarantee], our client is not obliged to take any action against Corben Mews before pursuing you personally under the terms of the guarantee.

We recommend that if you do not understand anything set out in this letter that you seek independent legal advice immediately.”

Mrs Bandak subsequently engaged in correspondence with Ms Rickman of CPF One, and had a lengthy telephone call on 5 September 2023 during which she made it clear she was dealing with the affairs of Corben Mews and other Click Group companies.

A second letter of demand followed, dated 6 October 2023, as did a pre-action letter dated 19 January 2024, both of which were also sent to Mrs Bandak at 46 St Quinin Avenue. The pre-action letter said this:

“At the date of this letter:

1.

Our client is currently owed circa £1.167m in respect of the sums due under the [Corben Mews Facility Agreement]. We enclose a redemption statement showing the calculation of that figure.

2.

You are liable to repay that sum to our client now – in its entirety.

3.

Our client is not obliged to take any action against any other party – including you or Mr Emmett – before taking action against you to recover the debt.

The Loan has now been outstanding for a significant period of time – it should have originally been repaid to our client on 27 June 2023. In our earlier letters we have already demanded repayment of the Loan from you in accordance with your obligations under the [Guarantee]. You have not responded to that correspondence and you have not repaid the Loan.”

It continued:

“You should respond to this letter, enclosing the completed Reply Form, Financial Statement form and the documentation requested above, within 30 days of the date of this letter.

If you do not respond to this letter within the prescribed timeframe, our client reserves all its rights, including the right to commence proceedings (without further reference to you should that prove necessary and appropriate) to obtain a court judgment requiring you to pay the Debt plus further interest and costs that are continuing to accrue.

Ignoring this letter may lead to our client starting proceedings against you and may increase your liability for costs.

We strongly recommend that you seek independent legal advice on the content of this letter immediately.”

Mrs Bandak was on notice of VCT’s claim from at least 1 August 2023, yet despite the first letter of demand, the second letter of demand, and the pre-action letter, she did nothing in the period immediately leading up to the Claim Form’s issue to protect her position, knowing that VCT had threatened to commence proceedings, without further reference to her, to obtain a court judgment. She therefore had knowledge of the claim, and for that reason I would not have found some other good reason to set aside the Default Judgment had I considered Mrs Bandak to have had a real prospect of successfully defending the claim.

No point is taken by VCT about delay, and nor could it: the Application was promptly made promptly after Mrs Bandak says she learned of these proceedings on 25 June 2025, when she received a letter from VCT’s solicitors dated 24 June enclosing an interim charging order. Correspondence between the parties’ solicitors followed, which lead to the Application being filed on 19 July.

I do not consider the court should exercise its discretion to set aside the Default Judgment. Mrs Bandak has not offered any proper explanation for not responding to the letters of demand and the pre-action letter, despite knowing the VCT had threatened to commence proceedings, without further reference to her, to obtain a court judgment. The Denton criteria are not engaged.

For all those reasons, the Application is refused. It follows that Mrs Bandak must pay VCT’s costs of and incidental to the Application, to be assessed if not agreed.