Shawbrook Bank Limited · DRN-6266115

The complaint Mr C and Ms H’s complaint is, in essence, that Shawbrook Bank Limited (the ‘Lender’) acted unfairly and unreasonably by (1) being party to an unfair credit relationship with them under Section 140A of the Consumer Credit Act 1974 (as amended) (the ‘CCA’) and (2) deciding against paying a claim under Section 75 of the CCA. The Lender accepts responsibility for dealing with this complaint. What happened In April 2018, Mr C and Ms H purchased a ‘Fractional Club’ membership from a timeshare provider (the ‘Supplier’). The membership was asset backed – which meant it included a share of the net sale proceeds of a property named on the purchase agreement (the ‘Allocated Property’) after the membership term ended. Mr C and Ms H borrowed £25,127 from Shawbrook to buy the membership, which incorporated existing lending from a type of ‘trial’ membership they had taken out earlier. With fees and interest, the loan was payable over 180 months at £290.35 per month. Mr C and Ms H – using a professional representative (the ‘PR’) – wrote to the Lender on 8 November 20221 (the ‘Letter of Complaint’) to raise a number of different concerns. The Lender rejected the complaint on every ground. Dissatisfied with the Lender’s response, Mr C and Ms H referred their complaint to the Financial Ombudsman Service via their PR. I issued a provisional decision (PD) about this case on 26 March 2026 in which I comprehensively set out my reasoning for not intending to uphold the complaint. This should be read in conjunction with this final decision. I then invited the parties to respond with any further information or evidence they wanted to submit. I’ve now had a response from Mr C and Ms H’s PR which basically disagrees with my PD. I have read everything said on their behalf with great care and I have also taken note of an updated response from Ms H herself, setting out once again her recollections of the purchase she and Mr C made back in 2018. I’m very grateful to Ms H for providing this perspective so promptly. I’m also very sorry to hear she endured ill-health in the years after this sale. The legal and regulatory context My role as an Ombudsman is not to address every single point that has been made to date. Instead, it is to decide what is fair and reasonable in the circumstances of this complaint. In considering what is fair and reasonable in all the circumstances of the complaint, I am required under DISP 3.6.4R to take into account: relevant (i) law and regulations; (ii) regulators’ rules, guidance and standards; and (iii) codes of practice; and (where appropriate), what I consider to have been good industry practice at the relevant time. The following regulatory rules/guidance are also relevant. 1 We know that Mr C and Ms H had earlier used a different PR to bring the complaint, but it seems this was ‘transferred’ to a new firm around 2022.

-- 1 of 11 --

The Consumer Credit Sourcebook (‘CONC’) – Found in the Financial Conduct Authority’s (the ‘FCA’) Handbook of Rules and Guidance Below are the most relevant provisions and/or guidance as they were at the relevant time: • CONC 3.7.3 [R]; CONC 4.5.3 [R]; CONC 4.5.2 [G] The FCA’s Principles The rules on consumer credit sit alongside the wider obligations of firms, such as the Principles for Businesses (‘PRIN’). Set out below are those that are most relevant to this complaint: • Principle 6; Principle 7; Principle 8 What I’ve decided – and why I’ve considered all the available evidence and arguments to decide what’s fair and reasonable in the circumstances of this complaint. Having done this, I am not upholding this complaint. This is a final decision, and I am very sorry to disappoint Mr C and Ms H. Section 75 of the CCA: the Supplier’s misrepresentations at the Time of Sale The CCA introduced a regime of connected lender liability under section 75. This affords consumers (“debtors”) a right of recourse against lenders which provided the finance for the acquisition of goods or services from third-party merchants (“suppliers”) in the event that there is an actionable misrepresentation and/or breach of contract by the supplier. Certain conditions must be met if the protection afforded to consumers is engaged, including, for instance, the cash price of the purchase and the nature of the arrangements between the parties involved in the transaction. The Lender doesn’t dispute that the relevant conditions are met. But for reasons I’ll come on to below, it isn’t necessary to make any formal findings on them here. It was said in the Letter of Complaint that Fractional Club membership had been misrepresented by the Supplier at the Time of Sale because Mr C and Ms H were: 1. Told that they had purchased an investment that would appreciate in value when that was not true. 2. Told that they would own a share in a property that would increase in value during the membership term when that was not true. 3. Told they could sell the timeshare back to the resort or easily sell it at a profit when that wasn’t true. 4. Made to believe that they would have access to a specific apartment all around the year.

-- 2 of 11 --

However, neither points 1 nor 2 strike me as misrepresentations even if such representations had been made by the Supplier (which I make no formal finding on). Telling prospective members that they were investing their money because they were buying a fraction or share of one of the Supplier’s properties was not untrue. Even if the Supplier’s sales representatives went further and suggested that the share in question would increase in value, perhaps considerably so, that sounds like nothing more than an honestly held opinion as there isn’t enough evidence to persuade me that the relevant sales representative(s) said something that, while an opinion, amounted to a statement of fact that they did not hold or could not have reasonably have held. As for point 3, while it’s possible that Fractional Club membership was misrepresented at the Time of Sale for these reasons, I don’t think it’s probable. The allegations, as put by the PR, are given none of the colour or context necessary to demonstrating that the Supplier made false statements of existing fact. I think the paperwork they were given—and for which they signed—would have notified Mr C and Ms H that the purchase of their Fraction was for the primary purpose of holidays and not for the purposes of trade. And since there are no other specific examples or supporting evidence on file to back up the suggestion that the membership was misrepresented in these ways, I don’t think it was. I will address point 4 further down. With all this in mind, whilst I recognise that Mr C and Ms H and the PR have concerns about the way in which Fractional Club membership was sold by the Supplier, when looking at the claim under Section 75 of the CCA, I can only consider whether there was a factual and material misrepresentation by the Supplier. For the reasons I’ve set out above, I’m not persuaded that there was. So, this means that I don’t think that the Lender acted unreasonably or unfairly when it dealt with this particular Section 75 claim. Section 140A of the CCA: did the Lender participate in an unfair credit relationship? I’ve already explained why I’m not persuaded that Fractional Club membership was actionably misrepresented by the Supplier at the Time of Sale. But there are other aspects of the sales process that, being the subject of dissatisfaction, I must explore with Section 140A in mind if I’m to consider this complaint in full, which is what I’ve done next. Having considered the entirety of the credit relationship between Mr C and Ms H and the Lender along with all of the circumstances of the complaint, I don’t think the credit relationship between them was likely to have been rendered unfair for the purposes of Section 140A. When coming to that conclusion, and in carrying out my analysis, I have looked at: 1. The standard of the Supplier’s commercial conduct – which includes its sales and marketing practices at the Time of Sale along with any relevant training material; 2. The provision of information by the Supplier at the Time of Sale, including the contractual documentation and disclaimers made by the Supplier; 3. The commission arrangements between the Lender and the Supplier at the Time of Sale and the disclosure of those arrangements; 4. Evidence provided by both parties on what was likely to have been said and/or done at the Time of Sale; 5. The inherent probabilities of the sale given its circumstances; and when relevant, any existing unfairness from a related credit agreement. I have then considered the impact of these on the fairness of the credit relationship between Mr C and Ms H and the Lender. The Supplier’s sales & marketing practices at the Time of Sale

-- 3 of 11 --

Mr C and Ms H’s complaint about the Lender being party to an unfair credit relationship was made for several reasons. The PR says, for instance, that the right checks weren’t carried out before the Lender lent to Mr C and Ms H. I haven’t seen anything to persuade me this was the case in this complaint given its circumstances. But even if I were to find that the Lender failed to do everything it should have when it agreed to lend (and I make no such finding), I would have to be satisfied that the money lent to Mr C and Ms H was actually unaffordable before also concluding that they lost out as a result and then consider whether the credit relationship with the Lender was unfair for this reason. As I’ll explain more about later, Mr C and Ms H evidently made a ‘client witness statement’ which doesn’t mention unaffordability as an issue, so I can’t see where this allegation arises, although I’ve now seen this same allegation set out in exactly the same way from the same PR on a large number of unconnected complaints. From the very limited information provided about this, I am not satisfied that the lending was unaffordable for them. Connected to this is the suggestion by the PR that the Credit Agreement was arranged by an unauthorised credit broker, the upshot of which is to suggest that the Lender wasn’t permitted to enforce the Credit Agreement. Again, I’ve seen no persuasive evidence that this was the case. However, it looks to me like Mr C and Ms H knew, amongst other things, how much they were borrowing and repaying each month, who they were borrowing from and that they were borrowing money to pay for Fractional Club membership. As that lending doesn’t look like it was unaffordable, even if the Credit Agreement was arranged by a broker that didn’t have the necessary permission to do so, I can’t see why that led to them suffering a financial loss such that I can say that the credit relationship in question was unfair as a result. It was also said in the PR’s Letter of Complaint that Mr C and Ms H were made “to believe that they would have access to the holiday’s [sic] apartment at all times around the year”. But it’s not entirely clear whether these allegations, as put by their PR, are claiming that they thought they would be able to stay at an Allocated Property whenever they wanted, or they thought the availability of general accommodation using the holiday points more broadly, was guaranteed. I think in any event it’s reasonable for me to say that like any holiday accommodation, availability was not unlimited given the higher demand at peak times, like school holidays, for instance. Mr C and Ms H imply pressure was applied during the sale, saying, “we had no time on our own before we signed the purchase agreement and were asked to make full payment on the day and were not told of the cooling off period”. I understand the point being made here and of course, I acknowledge that they may have felt weary after sales processes that went on for a long time, for example. However, whilst I’m very sorry to disappoint them, I do find these allegations unpersuasive. I’m not satisfied they would have believed they had no choice to enter into a purchase they simply didn’t want. As I noted when I issued my PD, Mr C and Ms H are adamant that they were not given a cooling off period, and I accepted this might now be their genuine recollection. But they both signed a ‘right of withdrawal’ form which advised them of their right to cancel the transaction within a 14-day period. This said, “the consumer has the right to withdraw from this contract within 14 calendar days without giving any reason”. Overall, therefore, I don’t think that Mr C and Ms H’s credit relationship with the Lender was rendered unfair under Section 140A for any of the reasons above. But there is another reason, perhaps the main reason, why the PR says the credit relationship with the Lender

-- 4 of 11 --

was unfair. And that’s the suggestion that Fractional Club membership was marketed and sold as an investment in breach of the prohibition against selling timeshares in that way. The Supplier’s alleged breach of Regulation 14(3) of the Timeshare Regulations The Lender does not dispute, and I am satisfied, that Mr C and Ms H’s Fractional Club membership met the definition of a “timeshare contract” and was a “regulated contract” for the purposes of the Timeshare Regulations. Regulation 14(3) of the Timeshare Regulations prohibited the Supplier from marketing or selling Fractional Club membership as an investment. This is what the provision said at the Time of Sale: “A trader must not market or sell a proposed timeshare contract or long-term holiday product contract as an investment if the proposed contract would be a regulated contract.” The PR says that the Supplier did exactly this at the Time of Sale – saying, in summary, that Mr C and Ms H were told by the Supplier that Fractional Club membership was the type of investment that would only increase in value. Allegations of this nature are contained within the PR’s Letter of Complaint. The term “investment” is not defined in the Timeshare Regulations. But for the purposes of this decision, and by reference to the decided authorities, an investment is a transaction in which money or other property is laid out in the expectation or hope of financial gain or profit. A share in the Allocated Property clearly constituted an investment because it offered Mr C and Ms H the prospect of a financial return – whether or not, like all investments, that was more than what they first put into it. But it is important to note at this stage that the fact that Fractional Club membership included an investment element did not, itself, transgress the prohibition in Regulation 14(3). That provision prohibits the marketing and selling of a timeshare contract as an investment. It doesn’t prohibit the mere existence of an investment element in a timeshare contract or prohibit the marketing and selling of such a timeshare contract per se. In other words, the Timeshare Regulations did not ban products such as the Fractional Club. They just regulated how such products were marketed and sold. To conclude, therefore, that this membership was marketed or sold to Mr C and Ms H as an investment in breach of Regulation 14(3), I have to be persuaded that it was more likely than not that the Supplier marketed and/or sold membership as an investment, i.e. told them or led them to believe that Fractional Club membership offered them the prospect of a financial gain (i.e., a profit) given the facts and circumstances of this complaint. I am familiar with the documentation and processes used by the Supplier during these types of sale. There is competing evidence in this complaint as to whether Fractional Club membership was marketed and/or sold by the Supplier at the Time of Sale as an investment in breach of regulation 14(3) of the Timeshare Regulations. On the one hand, it is clear that the Supplier made efforts to avoid specifically describing membership of the Fractional Club as an ‘investment’ or quantifying to prospective purchasers, such as Mr C and Ms H, the financial value of the share in the net sales proceeds of the Allocated Property along with the investment considerations, risks and rewards attached to them.

-- 5 of 11 --

On the other hand, I acknowledge that the Supplier’s sales process left open the possibility that the sales representative may have positioned Fractional Club membership as an investment. So, I accept that it’s equally possible that Fractional Club membership was marketed and sold to Mr C and Ms H as an investment in breach of Regulation 14(3). However, whether or not there was a breach of the relevant prohibition by the Supplier is not ultimately determinative of the outcome in this complaint for reasons I will come on to shortly. With that being the case, it’s not necessary to make a formal finding on that particular issue for the purposes of this decision. Was the credit relationship between the Lender and the Consumer rendered unfair? Having said that it was possible that the Supplier breached Regulation 14(3) of the Timeshare Regulations at the Time of Sale, I now need to consider what impact that breach could have had on the fairness of the credit relationship between Mr C and Ms H and the Lender under the Credit Agreement and related Purchase Agreement as the case law on Section 140A makes it clear that regulatory breaches do not automatically create unfairness for the purposes of that provision. Such breaches and their consequences (if there are any) must be considered in the round, rather than in a narrow or technical way. Indeed, it seems to me that, if I am to conclude that a breach of Regulation 14(3) led to a credit relationship between Mr C and Ms H and the Lender that was unfair and warranted relief as a result, then whether the Supplier’s breach of Regulation 14(3) led them to enter into the Purchase Agreement and the Credit Agreement is an important consideration. I’ve therefore thought very carefully about what motivated Mr C and Ms H to purchase the Fractional Club membership, considering all of the available evidence. Having done so, I do not think the prospect of a financial gain from this membership was an important and motivating factor when they decided to go ahead with this purchase. In so far as any allegation of investment related marketing carried out by the Supplier during the sale is concerned, the PR says, “they were told they had purchased an investment which would appreciate in value.” However, there was no further or descriptive detail underpinning these allegations within the Letter of Complaint. So, I have looked to the ‘client witness statement’ sent in by them. However, I’ve noted this statement is neither signed nor dated. And I think at this juncture it’s reasonable to say that this was only probably joined to the complaint in 2024, quite considerably after the PR’s letter of November 2022. I accept this type of statement wasn’t a requirement when submitting their initial complaint and have read what the PR has to say about the timeline of complaints, some of which had an international legal dimension. But this still means that Mr C and Ms H’s statement was made six years or so after the April 2018 sale and so the risk of recollection inaccuracy is something I need to consider with care. In my view, this delayed and later submission means there is a considerable danger of parts of their complaint testimony being unreliable and inaccurate due to the passage of time, perhaps demonstrated above by certain documentation which Mr C and Ms H don’t recall, such as the ‘right to withdraw’, information about the lending interest rates (which they say was missing), and documents they were given which said the main purpose of the membership was for holidaying. There does also seem to be several material differences between the accounts provided in the original Letter of Complaint and Mr C and Ms H’s much later and unsigned statement – and I think this demonstrates the caution I should exercise here.

-- 6 of 11 --

But more so, I am concerned that the risk of inaccuracy is further increased by the timing of their statement: we can be sure it was written after the influential court judgment on Shawbrook & BPF v FOS2. This UK case put several important legal and factual findings into the public domain, and to the domain of their PR, that have since had a significant influence on how complaints about timeshares—especially fractional type ownership models—are assessed. This case brought significant public attention, and to the attention of their PR, issues specifically surrounding the alleged marketing and sale of timeshares as investments, which Regulation 14(3) prohibited. Even if I were to concentrate more favourably on what Mr C and Ms H say in their statement, I disagree with the PR’s assessment of it showing, that these consumers had bought the membership based on it being an investment. In my view, what the statement features is firstly only a description of essentially how the product worked. But it seems that Mr C and Ms H were also enthused by promises of holidaying flexibility and availability; they specifically mention destinations worldwide which they were interested in holidaying in, particularly Mexico. I must stress that none of this is unreasonable, but in my view, it does speak to the future holidaying opportunities Mr C and Ms H were anticipating by becoming members and the strong purchasing emphasis they likely placed on future holidays abroad. They had previously taken ‘trial’ membership which they traded-in when buying this new Fractional product, and they were upgrading to what I believe they considered was an enhanced holiday membership product. I think it’s also right to acknowledge that even though Mr C and Ms H refer to the word ‘investment’, their statement refers to that being only one aspect of their purchasing considerations. In fact, their statement refers to a much wider variety of points which they allegedly were, or became, unhappy about. These included the allegations about pressure and misrepresentation; issues I’ve dealt with above. However, they also mention accommodation standards and ongoing management fees. Whilst I accept these became issues of contention in their minds, these took place after the sale and form part of what is clearly a wide range of unsatisfactory post-sale issues for them. Their references to ‘investment’ related marketing must be looked at fairly, in a wider context, and against all the other issues they and their PR mention for their overall dissatisfaction. And I find it surprising, given the detail they go into about other aspects of the sale, that Mr C and Ms H didn’t say or show that they had carried out any basic evaluation of what any such ‘investment’ might mean or bring to them. I think the overall circumstances show that it’s much more likely that they were encouraged and motivated by the holidaying offer provided by the new and upgraded Fractional Club membership, rather than any search for a long-term and unspecified investment profit, realisable in their case in the 2030s. I accept that this purchase is something they look back on with some considerable regret. But having considered everything in detail, it’s not clear that any breach by the Supplier of Regulation 14(3)—even if there was one—had any material impact on their decision to go ahead with this 2018 purchase. In the specific circumstances of this particular case, I do not think the prospect of a financial gain from this membership was an important and motivating factor when Mr C and Ms H decided to go ahead with their purchase. Of course, this doesn’t mean they weren’t interested in a share in the Allocated Property. After all, that wouldn’t be surprising given the nature of the product at the centre of this 2 R (on the application of Shawbrook Bank Ltd) v Financial Ombudsman Service Ltd and R (on the application of Clydesdale Financial Services Ltd (t/a Barclays Partner Finance)) v Financial Ombudsman Service [2023] EWHC 1069 (Admin)

-- 7 of 11 --

complaint. But I’m afraid Mr C and Ms H don’t persuade me that their purchase was motivated by their share in the Allocated Property and the possibility of a profit. So, I don’t think a breach of Regulation 14(3) by the Supplier was likely to have been material to the decision Mr C and Ms H ultimately made. I remain convinced that Mr C and Ms H would have still pressed ahead with this purchase, whether or not it had been presented to them as an investment opportunity in breach of Regulation 14(3) of the Timeshare Regulations. This is because that’s what they wanted to do at the time. I therefore don’t think the credit relationship between Mr C and Ms H and Shawbrook Bank Limited was unfair for these reasons. The provision of information by the Supplier at the Time of Sale Mr C and Ms H say they were not given sufficient information at the Time of Sale by the Supplier about some of the ongoing costs of Fractional Club membership. The PR also says that the contractual terms governing the ongoing costs of membership and the consequences of not meeting those costs were unfair contract terms. As I’ve already indicated, the case law on Section 140A makes it clear that it does not automatically follow that regulatory breaches create unfairness for the purposes of the unfair relationship provisions. The extent to which such mistakes render a credit relationship unfair must also be determined according to their impact on the complainant. I acknowledge that it is also possible that the Supplier did not give Mr C and Ms H sufficient information, in good time, on the various charges they could have been subject to as Fractional Club members in order to satisfy the requirements of Regulation 12 of the Timeshare Regulations (which was concerned with the provision of ‘key information’). But even if that was the case, I cannot see that the ongoing costs of membership were applied unfairly in practice. As for the PR’s argument that there were one or more unfair contract terms in the Purchase Agreement, I can’t see that any such terms were operated unfairly against Mr C and Ms H in practice, nor that any such terms led them to behave in a certain way to their detriment. So, with that being the case, I’m not persuaded that any of the terms governing Fractional Club membership are likely to have led to an unfairness that warrants a remedy. Commission As both sides already know, the Supreme Court handed down an important judgment on 1 August 2025 in a series of cases concerned with the issue of commission: Johnson v FirstRand Bank Ltd, Wrench v FirstRand Bank Ltd and Hopcraft v Close Brothers Ltd [2025] UKSC 33 (‘Hopcraft, Johnson and Wrench’). The Supreme Court ruled that, in each of the three cases, the commission payments made to car dealers by lenders were legal, as claims for the tort of bribery, or the dishonest assistance of a breach of fiduciary duty, had to be predicated on the car dealer owing a fiduciary duty to the consumer, which the car dealers did not owe. A “disinterested duty”, as described in Wood v Commercial First Business Ltd & ors and Business Mortgage Finance 4 plc v Pengelly [2021] EWCA Civ 471, is not enough. However, the Supreme Court held that the credit relationship between the lender and Mr Johnson was unfair under Section 140A of the CCA because of the commission paid by

-- 8 of 11 --

the lender to the car dealer. The main reasons for coming to that conclusion included, amongst other things, the following factors: 1. The size of the commission (as a percentage of the total charge for credit). In Mr Johnson’s case it was 55%. This was “so high” and “a powerful indication that the relationship…was unfair” (see paragraph 327); 2. The failure to disclose the commission; and 3. The concealment of the commercial tie between the car dealer and the lender. The Supreme Court also confirmed that the following factors, in what was a non-exhaustive list, will normally be relevant when assessing whether a credit relationship was/is unfair under Section 140A of the CCA: 1. The size of the commission as a proportion of the charge for credit; 2. The way in which commission is calculated (a discretionary commission arrangement, for example, may lead to higher interest rates); 3. The characteristics of the consumer; 4. The extent of any disclosure and the manner of that disclosure (which, insofar as Section 56 of the CCA is engaged, includes any disclosure by a supplier when acting as a broker); and 5. Compliance with the regulatory rules. From my reading of the Supreme Court’s judgment in Hopcraft, Johnson and Wrench, it sets out principles which apply to credit brokers other than car dealer–credit brokers. So, when considering allegations of undisclosed payments of commission like the one in this complaint, Hopcraft, Johnson and Wrench is relevant law that I’m required to consider under Rule 3.6.4 of the Financial Conduct Authority’s Dispute Resolution Rules (‘DISP’). But I don’t think Hopcraft, Johnson and Wrench assists Mr C and Ms H in arguing that their credit relationship with the Lender was unfair to them for reasons relating to commission given the facts and circumstances of this complaint. I haven’t seen anything to suggest that the Lender and Supplier were tied to one another contractually or commercially in a way that wasn’t properly disclosed to Mr C and Ms H, nor have I seen anything that persuades me that the commission arrangement between them gave the Supplier a choice over the interest rate that led Mr C and Ms H into a credit agreement that cost disproportionately more than it otherwise could have. I acknowledge that it’s possible that the Lender and the Supplier failed to follow the regulatory guidance in place at the Time of Sale insofar as it was relevant to disclosing the commission arrangements between them. But as I’ve said above, the case law on Section 140A makes it clear that regulatory breaches do not automatically create unfairness for the purposes of that provision. And with that being the case, it isn’t necessary to make a formal finding on that because, even if the Lender and the Supplier failed to follow the relevant regulatory guidance at the Time of Sale, it is for the reasons set out below that I don’t think any such failure is itself a reason to find the credit relationship in question unfair to Mr C and Ms H. In stark contrast to the facts of Mr Johnson’s case, the amount of commission paid by the Lender to the Supplier for arranging the Credit Agreement that Mr C and Ms H entered into wasn’t high. It was only 5% of the borrowed amount (and only 4.63% as a proportion of the total charge for credit, which is what the Supreme Court judgement used).

-- 9 of 11 --

So, had they known at the Time of Sale that the Supplier was going to be paid a flat rate of commission at that level, I’m not persuaded that they either wouldn’t have understood that, or would have otherwise questioned the size of the payment. After all, they wanted this membership and had no obvious means of their own to pay for it. At such a relatively low level, the impact of commission on the cost of the credit they needed for a timeshare they wanted doesn’t strike me as disproportionate. I therefore think they would still have taken out the loan to fund their purchase at the Time of Sale had the amount of commission been disclosed. What’s more, based on what I’ve seen so far, the Supplier’s role as a credit broker wasn’t a separate service and distinct from its role as the seller of timeshares. It was simply a means to an end in the Supplier’s overall pursuit of a successful timeshare sale. I can’t see that the Supplier gave an undertaking either expressly or impliedly to put to one side its commercial interests in pursuit of that goal when arranging the Credit Agreement. And as it wasn’t acting as an agent of Mr C and Ms H but as the supplier of contractual rights they obtained under the Purchase Agreement, the transaction doesn’t strike me as one with features that suggest the Supplier had an obligation of ‘loyalty’ to them when arranging the Credit Agreement and thus a fiduciary duty. Overall, therefore, I’m not persuaded that the commission arrangements between the Supplier and the Lender were likely to have led to a sufficiently extreme inequality of knowledge that rendered the credit relationship unfair to Mr C and Ms H. Commission: The Alternative Grounds of Complaint While I’ve found that Mr C and Ms H’s credit relationship with the Lender wasn’t unfair for reasons relating to the commission arrangements, two of the grounds on which I came to that conclusion also constitute separate and freestanding complaints to Mr C and Ms H’s complaint about an unfair credit relationship. So, for completeness, I’ve considered those grounds on that basis here. The first ground relates to whether the Lender is liable for the dishonest assistance of a breach of fiduciary duty by the Supplier because it took a payment of commission from the Lender without telling Mr C and Ms H (i.e., secretly). The second relates to the Lender’s compliance with the regulatory guidance in place at the Time of Sale insofar as it was relevant to disclosing the commission arrangements between them. However, for the reasons I set out above, I’m not persuaded that the Supplier – when acting as credit broker – owed Mr C and Ms H a fiduciary duty. So, the remedies that might be available at law in relation to the payment of secret commission aren’t, in my view, available. And while it’s possible that the Lender failed to follow the regulatory guidance in place at the Time of Sale insofar as it was relevant to disclosing the commission arrangements between it and the Supplier, I don’t think any such failure on the Lender’s part is itself a reason to uphold this complaint because, for the reasons I also set out above, I think they would still have taken out the loan to fund the purchase at the Time of Sale had there been more adequate disclosure of the commission arrangements that applied at that time. Response to my PD I have thought carefully about everything put forward following the issuing of my PD. But essentially there was no new information, rather, a rephasing of points I had already considered comprehensively, and which are all explained in detail above. I’m also satisfied that, where appropriate, I have applied the law and the various rules correctly. I previously told both parties in my PD about the overall legal and regulatory

-- 10 of 11 --

context that I think is relevant to this complaint. As I understand it, the PR objects to the approach I’ve taken, believing that I have detracted from the judgment in Shawbrook & BPF v FOS3 and the case law that contributed to it. But I basically said that, in my view, Mr C and Ms H were motivated by the holiday options offered by the Supplier – and this was a factor in my overall conclusion. In light of all the available evidence I said that they would, on balance, have pressed ahead with the purchase of the membership even if there had been a breach of Regulation 14(3). Overall Conclusion Given the facts and circumstances of this complaint, I do not think that the Lender acted unfairly or unreasonably when it dealt with Mr C and Ms H’s Section 75 claim(s). I also am not persuaded that the Lender was party to a credit relationship under the Credit Agreement and related Purchase Agreement that was unfair for the purposes of Section 140A of the CCA. Having taken everything into account, I see no other reason why it would be fair or reasonable to direct the Lender to compensate them. Once again, I’m very sorry to disappoint Mr C and Ms H. My final decision I do not uphold Mr C and Ms H’s complaint. I do not require Shawbrook Bank Limited to do anything more Under the rules of the Financial Ombudsman Service, I’m required to ask Mr C and Ms H to accept or reject my decision before 28 April 2026. Michael Campbell Ombudsman 3 R (on the application of Shawbrook Bank Ltd) v Financial Ombudsman Service Ltd and R (on the application of Clydesdale Financial Services Ltd (t/a Barclays Partner Finance)) v Financial Ombudsman Service [2023] EWHC 1069 (Admin) (‘Shawbrook & BPF v FOS’).

-- 11 of 11 --