[2025] EWHC 1972 (Comm)

To my mind this is a situation wholly different from that in Syndicate Bank v Dansingani. There Mrs Dansingani was still married at the date of the transaction. Here, not only was Mrs Bandak divorced, but there was a comprehensive financial settlement in place in March 2020, sanctioned by the Family Court, and on which must have involved the significant disclosure of assets and control. In fact, paragraphs 6 and 15 of the Financial Remedy Order confirm that Mrs Bandak was an “equal shareholder and director” of the parent company of the Click Group, Holdings:

“6.

[Holdings] shall mean Click Group Holdings Limited, a limited company of which [Mr Emmett] and [Mrs Bandak] are equal shareholders and directors.

…

15.

The parties agree that they are and will continue to be equal shareholders and directors of [Holdings]. The parties current household income is derived from the income each party receives by way of salary and dividends from the company. It is intended that they will each continue to receive a salary and dividends from the company to the extent that they are then each able to independently meet their own outgoings and income needs moving forward, and specifically once the family home has been divided or sold as set out … below.”

As far as this court is aware, Mrs Bandak has not sought to set aside the Financial Remedy Order on the basis that it did not, in fact, represent the true position existing between her and Mr Emmett as at the date of the order – 24 March 2020 – which precedes the Guarantee entered into by her over a year later (on 28 June 2021). Given the confirmation in paragraph 15 of the Financial Remedy Order that Mrs Bandak was to receive income and dividends from Holdings, I find it unlikely that she would not have investigated and ensured that she had control or involvement in the income stream from the other group companies, including Corben Mews.

I find Mrs Bandak’s allegation that she trusted Mr Emmett to deal with “her and the children’s financial affairs” to be inconsistent with (a) her assertion that they “were no longer on good terms” and that they communicated mostly through her mother and the nanny, and (b) the Financial Remedy Order, which was a “clean break” settlement: see paragraphs 25 and 27 of the Order. It is also inconsistent with her case in these proceedings: as I have remarked, no complaint appears to have been made by her to the Family Court in respect of the claimed perceived threat from Mr Emmett. The Financial Remedy Order has no provision to deal with such a threat, but instead envisaged Mrs Bandak and Mr Emmett living in the same building, though separated.

Further, no complaint appears to have been made to VCT or CPF One of the now alleged undue influence, even after Mrs Bandak had received the first letter of demand dated 1 August 2023, the second letter of demand dated 6 October 2023, or the letter before action dated 19 January 2024 (which enclosed a copy of the Corben Mews Facility Agreement and the Guarantee). The absence of any such complaint is to my mind underscored by the fact that Mr Bandak says that she was advised by solicitors in respect of the second letter of demand and the letter before action. And, during the lengthy telephone conversation with Ms Rickman on 5 September 2023 (a transcript of which can be found at pp.67 to 72 of the Claimant’s Supplemental Bundle), no complaint is made by Mrs Bandak during that conversation of the now alleged undue influence.

Other contemporaneous documents belie the position which Mrs Bandak now seeks to take. The email from Mr Emmett sent to Mrs Bandak and her father, Niraj Shrestha, dated 6 February 2024 (which Mrs Bandak seeks to rely upon), says he was “removed” from being a director of Holdings “against his better judgement”. That is inconsistent with the suggestion that Mr Emmett had undue influence over Mrs Bandak (at least by August 2023): although this email was sent by Mr Emmett after the date the Guarantee was entered into by Mrs Bandak on 28 June 2021, that was (as I have already observed) after the date Mrs Bandak had agreed the Financial Remedy Order by consent, but consistent with the position set out by Mr Emmett in the email. There Mr Emmett wrote:

“Niraj,

YOU placed Anita as a director in August 2023.

I was removed as I was no longer required to represent the companies at that point and I did EXACTLY as asked even when it was against my better judgement.

…

I’m very sorry that Anita is not able to follow the detail of what she’s being asked to do, but there’s nothing I’m able to do if she’s not got experience in the field of being a director a of company.

…”

To me this suggests Mrs Bandak was heeding her father’s advice (at least by August 2023), not Mr Emmett’s.

Furthermore, Mrs Bandak does not allege Mr Emmett misrepresented the nature of the transaction, i.e. the need for refinancing by Corben Mews and the effect of the Guarantee.

From the evidence before me, it seems more likely than not that Mrs Bandak was willing, at least by time of the 2019 Charge, to put up her interest in 46 St Quintin Avenue as security for all debts to CPF One (then present, actual or future) jointly with Mr Emmett, which put 46 St Quintin Avenue at risk of enforcement action. In those circumstances, it seems to me that the restriction in the Guarantee at clause 5.3 on the disposal of 46 St Quintin Avenue was not onerous.

All that, of course, comes from Mrs Bandak’s own case and her evidence. I find it inconsistent with what Mrs Bandak now alleges. There was no presumed relationship of undue influence of Mr Emmett over her.