[2025] EWHC 1972 (Comm)

Ten days prior to Mrs Bandak executing the Guarantee on 28 June 2021, Mr Fahri signed a letter dated 18 June 2021 and headed “Solicitor’s Certificate” to Fieldfisher LLP (CPF One’s solicitors) (the “Solicitor’s Certificate”) in which he said that he had advised Mrs Bandak that day in respect of the finance documents relating to the transaction, which included the Corben Mews Facility Agreement and the Guarantee.

It is instructive to set out the terms of the Solicitor’s Certificate here in full, in which Mr Fahri confirmed:

“1 That I have given my client (the Guarantor) [i.e., Mrs Bandak] a copy of the Facility Agreement [i.e., the Corben Mews Facility Agreement], the Personal Guarantee [i.e., the Guarantee], and the [Corben Mews Charge and the Debenture].

2

That I act as solicitor to the Guarantor.

3

That there was no conflict of interest in acting for the Guarantor.

4

That the loan under the Facility Agreementis for the purpose of the Borrower [i.e., Corben Mews] and the Borrower is the principal beneficiary from the loan under the Facility Agreementand not any other party.

5

That I witnessed the signature of the Guarantor on the Personal Guarantee. For the avoidance of doubt further reference to ‘they’, ‘them’ or ‘their’ in this confirmation shall be to the Guarantor.

6

That the Guarantor is known to us and/or has produced evidence of identity.

7

I explained to the Guarantor that it is a requirement of the Lender that the nature and implications of the Facility Agreement, the Personal Guarantee and the [Corben Mews Charge and the Debenture] are explained to them by a solicitor so that the Lender can be certain that they understand the nature of the transaction and are freely entering into it, so that there can be no dispute in the future as to whether undue influence was placed on them to sign the documents and/or whether they signed them as a result of a misrepresentation(s) or any other legal wrong.

8

I explained the nature of the Facility Agreement, the Personal Guarantee and the [Corben Mews Charge and the Debenture] to the Guarantor and I pointed out the risks of entering into the Personal Guarantee and explained to them that they had a choice whether to do so. They signed the Personal Guarantee and confirmed that they did wish to proceed and that they were content that I should write to you confirming that I had explained the nature of the Facility Agreement, the Personal Guarantee and the [Corben Mews Charge and the Debenture] and other document(s) and the practical implications there may be for them.

9

That the Guarantor appeared to me to understand my advice, which was given at a face-to-face meeting with no other party in attendance, and I had no reason to believe that they did not understand.”