[2025] EWHC 1972 (Comm)

Mrs Bandak says that, in June 2021, she had no cash savings or other liquid assets of any significant size and the Guarantee was to her manifest disadvantage because she would have had to sell 46 St Quintin Avenue if she did not honour the obligations which she had given in the Guarantee. In her witness statement dated 18 July 2024, she says:

“I did not have any cash savings or other liquid assets of any significant size, so – having been asked – it is therefore correct to say that if ever called upon to meet [the Guarantee] at any time in or after June 2021, there was no way in which I would have the means to do so without sale of [46 St Quintin Avenue] (which would be highly disruptive of my children’s stability and education, for a start).”

Mrs Bandak’s own evidence, however, shows that this assertion in her witness statement is not true, and can be rejected for the following reasons.

First, paragraph 6 of the Financial Consent Order confirms that Mrs Bandak was an equal shareholder of Holdings:

“6.

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

Accordingly, it was in Mrs Bandak’s interest as a 50% ultimate beneficial owner of the Group to ensure the original loan used to develop the Corben Mews Properties was refinanced to prevent the default and subsequent enforcement in respect of that loan, which would have affected the value of Holdings. Mrs Bandak admits that she helped decorate the Corben Mews Properties, and had been to that development and consequently was aware that those properties had been developed, which I infer she must have known required finance.

Second, paragraph 15 of the Financial Remedy Order confirms that Mrs Bandak was to continue receiving a salary and dividends from Holdings. It seems to me that this was not just the business of Mr Emmett, but a joint business.

Third, paragraph 16 of the Financial Remedy Order confirms that Mrs Bandak had other assets in excess of £1,000,000, full disclosure of which had not been given pursuant to an agreement between Mrs Bandak and Mr Emmett:

“The parties agree that [Mrs Bandak] shall retain absolutely all of her assets, whether held in her sole name or jointly with others, in Belarus, full disclosure of which has not been provided in accordance with an agreement between the parties, but which are believed to be in excess of £1,000,000.”

Fourth, Mrs Bandak has not disclosed (or, as far as I am aware, not applied to the Family Court for permission to disclose) in these proceedings her Form E or the Statement of Information for a Consent Order that she provided in support of that Order (which, by paragraph 19(c) of the Financial Remedy Order, she declared that she had signed as true).

Fifth, paragraph 23(j) of the Financial Remedy Order required the sale of 46 St Quintin Avenue after 1 January 2021. It follows that Mrs Bandak and Mr Emmett always envisaged that 46 St Quintin Avenue would be sold, contrary to the assertions Mrs Bandak makes in her witness statement dated 18 July 2024. Mr Emmett and Mrs Bandak each declared in the Financial Remedy Order they were equal joint beneficial owners of 46 St Quintin Avenue:

“23.

With effect from the making of this order the Family Home at 46 St Quintin Avenue, London, W10 6PA shall be held by [Mr Emmett] and [Mrs Bandak] upon a trust of land for themselves as beneficial tenants in common in equal shares …”

Sixth, there are charges in favour of the Royal Bank of Scotland plc dated 28 December 2016 and in favour of CPF One dated 8 November 2019 securing debts against 46 St Quintin Avenue which pre-date the Guarantee. Consequently, 46 St Quintin Avenue was liable to be subject to enforcement action before Mrs Bandak granted the Guarantee. It appears Mrs Bandak was advised by Mr Fahri (the same solicitor who advised her in respect of the Guarantee) in respect the 2019 Charge, securing a loan from the same lender, who made the re-financing loan pursuant to the November 2019 Facility Agreement.

Seventh, the reason Mrs Bandak “did not see” any of the money from the loan was because it was a re-financing of an existing loan or debt of the Corben Mews Properties. This was acknowledged in the Solicitor’s Certificate, where Mr Fahri confirmed:

Criticism is also made by Mr Ilyas as to the terms of the Guarantee being harsher and imposing more stringent obligations upon Mrs Bandak than those of a mere guarantor, but he led no evidence of this and merely made submissions of the terms and scope of the Guarantee before the court.

Taking all those factors together, I am satisfied the Guarantee was not to Mrs Bandak’s manifest disadvantage; in fact, it was quite the opposite: the Guarantee (which formed part of the finance documents for the Corben Mews Facility Agreement) enabled the refinancing of the existing borrowings for the Corben Mews Properties as a bridging loan. Had Mrs Bandak not provided the Guarantee and refinancing not been obtained by Corben Mews, the original loan for the Corben Mews Properties would have matured and required repayment by Corben Mews. There is no evidence to suggest that Corben Mews or anyone else was willing and able to discharge that obligation at that time.