Shawbrook Bank Limited · DRN-6215338

The complaint Mr N and Mr S’s complaint is, in essence, that Shawbrook Bank Limited 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. Background to the complaint Mr and Mrs W were trial members of a timeshare provider (the ‘Supplier’). On 17 October 2017, (the ‘Time of Sale’), they purchased ‘full’ membership of a timeshare that I’ll call the ‘Fractional Club’. They entered into an agreement with the Supplier to buy 1,200 fractional points at a cost of £19,613 (the ‘Purchase Agreement’). Fractional Club membership was asset backed – which meant it gave Mr N and Mr S more than just holiday rights. It also included a share in the net sale proceeds of a property named on the Purchase Agreement (the ‘Allocated Property’) after their membership term ends. Mr N and Mr S paid for their Fractional Club membership by taking finance of £19,424 from Shawbrook (the ‘Credit Agreement’). Mr N and Mr S – using a professional representative (the ‘PR’) – wrote to Shawbrook on 23 April 2024 (the ‘Letter of Complaint’) to raise a number of different concerns. As those concerns haven’t changed since they were first raised, and as both sides are familiar with them, it isn’t necessary to repeat them in detail here beyond the summary above. Shawbrook dealt with Mr N and Mr S’s concerns as a complaint and issued its final response letter on 15 May 2024, rejecting it on every ground. The complaint was then referred to the Financial Ombudsman Service. It was assessed by an Investigator who, having considered the information on file, recommended that the complaint be upheld. In summary, he thought that the Supplier had marketed and sold Fractional Club membership as an investment to Mr N and Mr S at the Time of Sale in breach of Regulation 14(3) of the Timeshare Regulations. And given the impact of that breach on their purchasing decision, he believed that the credit relationship between Shawbrook and Mr N and Mr S was rendered unfair to them for the purposes of Section 140A of the CCA. Shawbrook disagreed with the Investigator’s assessment and asked for an Ombudsman’s decision, so the complaint was passed to me. I considered the matter and issued a provisional decision (the ‘PD’). In that decision, I said: I have considered all the available evidence and arguments to decide what is fair and reasonable in the circumstances of this complaint. And having done that, I do not think this complaint should be upheld. However, before I explain why, I want to make it clear that my role as an Ombudsman

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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. So, if I have not commented on, or referred to, something that either party has said, that does not mean I have not considered it. 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 that affords consumers (“debtors”) a right of recourse against lenders that provide 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. Shawbrook 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. There are certain time limits that apply to such claims, which I think mean Mr N and Mr S’s claim would’ve been time-barred. The Limitation Act 1980 sets out limitation periods, or time limits, for bringing various types of legal claim. For a claim based on contract, it’s not generally possible to start court action more than six years after the cause of action arose. If a claim is brought too late, the respondent is likely to have a complete defence to the claim on that basis. I think that is the case here, given that the alleged misrepresentations took place more than six years prior to the claim being lodged with Shawbrook. Shawbrook did not raise this when responding to Mr N and Mr S’s claim. And I do not think Shawbrook acted unreasonably in declining the claim on its merits, even if it could simply have rejected it on the basis of the limitation. I’ll explain why. 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 N and Mr S 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. Made to believe that they would have access to “the holiday apartment” at any time all year round when that was not true. 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. And 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 a 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 held. As for point 3, while it’s possible that Fractional Club membership was misrepresented at the Time of Sale for that reason, I don’t think it’s probable. It’s given little to none of

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the colour or context necessary to demonstrating that the Supplier made a false statement of existing fact and/or opinion. And the documentation that Mr N and Mr S were given – and signed – made it clear this was not the case. So, with no other evidence on file to support the suggestion that Fractional Club membership was misrepresented for that reason, I don’t think it was. So, while I recognise that Mr N and Mr S 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. And that means that I don’t think that it was unreasonable for Shawbrook to have declined the claim on the basis that it did. Section 75 of the CCA: the Supplier’s Breach of Contract I have already summarised how Section 75 of the CCA works and why it gives consumers a right of recourse against a lender. So, it is not necessary to repeat that here other than to say that, if I find that the Supplier is liable for having breached the Purchase Agreement, Shawbrook is also liable. The PR says that Mr N and Mr S could not access the holidays that the Supplier led them to believe the membership would entitle them to. That was framed, in the Letter of Complaint, as an alleged misrepresentation. However, on my reading of the complaint, this suggests that the Supplier was not living up to its end of the bargain, potentially breaching the Purchase Agreement – i.e. a breach of contract. The limitation period would only run from the date of any such breach, meaning that such a claim is likely to have been made within the relevant six-year period in view of the applicable dates. Like any holiday accommodation, availability was not unlimited – given the higher demand at peak times, like school holidays, for instance. Some of the sales paperwork likely to have been signed by Mr N and Mr S stated that the availability of holidays was subject to demand. And Mr N and Mr S haven’t given any specific details as to which holidays they were unable to book that they believe should have been guaranteed under the terms of their contract with the Supplier. So I have not seen enough to persuade me that the Supplier breached the terms of the Purchase Agreement. So, from the evidence I have seen, I do not think Shawbrook is liable to pay Mr N and Mr S any compensation for a breach of contract by the Supplier. And with that being the case, I do not think Shawbrook acted unfairly or unreasonably in declining the Section 75 claim. Section 140A of the CCA: did Shawbrook 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 N and Mr S and Shawbrook 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

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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 in relation to Fractional Club membership, including the contractual documentation and disclaimers made by the Supplier; 3. Evidence provided by both parties on what was likely to have been said and/or done at the Time of Sale; 4. The inherent probabilities of the sale given its circumstances; and, when relevant 5. 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 N and Mr S and Shawbrook given their circumstances at the Time of Sale. The Supplier’s sales & marketing practices at the Time of Sale Mr N and Mr S’s complaint about Shawbrook 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 Shawbrook lent to Mr N and Mr S. I haven’t seen anything to persuade me that was the case in this complaint given its circumstances. But even if I were to find that Shawbrook 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 N and Mr S was actually unaffordable before also concluding that they lost out as a result and then consider whether the credit relationship with Shawbrook was unfair to them for this reason. But from the information provided, I am not satisfied that the lending was unaffordable for Mr N and Mr S. 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 Shawbrook wasn’t permitted to enforce the Credit Agreement. However, it looks to me like Mr N and Mr S 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. And as the lending doesn’t look like it was unaffordable for them, even if the Credit Agreement was arranged by a broker that didn’t have the necessary permission to do so (which I make no formal finding on), I can’t see why that led to Mr N and Mr S suffering a financial loss – such that I can say that the credit relationship in question was unfair on them as a result. And with that being the case, I’m not persuaded that it would be fair or reasonable to tell Shawbrook to compensate them, even if the loan wasn’t arranged properly. The PR also says that there was one or more unfair contract terms in the Purchase Agreement. But as I can’t see that any such terms were operated unfairly against Mr N and Mr S in practice, nor that any such terms led them to behave in a certain way to their detriment, 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. The PR also says that Mr N and Mr S were rushed into signing the contractual paperwork at the end of a long sales meeting, without having sufficient time to properly consider the implications of the agreement into which they were entering. I

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acknowledge and appreciate that Mr N and Mr S may have felt weary after a sales process that went on for a long time. But they have said little about what was said and/or done by the Supplier during their sales presentation that made them feel as if they had no choice but to purchase Fractional Club membership when they simply did not want to. They were also given a 14-day cooling off period and they have not provided a credible explanation for why they did not cancel the membership during that time. And with all of that being the case, there is insufficient evidence to demonstrate that Mr N and Mr S made the decision to purchase Fractional Club membership because their ability to exercise that choice was significantly impaired by pressure from the Supplier. Overall, therefore, I don’t think that Mr N and Mr S’s credit relationship with Shawbrook was rendered unfair to them 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 Shawbrook was unfair to them. And that’s the suggestion that Fractional Club membership was marketed and sold to them as an investment in breach of prohibition against selling timeshares in that way. The Supplier’s alleged breach of Regulation 14(3) of the Timeshare Regulations Shawbrook does not dispute, and I am satisfied, that Mr N and Mr S’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.” But the PR says that the Supplier did exactly that at the Time of Sale – saying, in summary, that Mr N and Mr S were told by the Supplier that Fractional Club membership was the type of investment that would only increase in value. The term “investment” is not defined in the Timeshare Regulations. But for the purposes of this provisional 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 as it offered Mr N and Mr S 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 Fractional Club membership was marketed or sold to Mr N and Mr S as an investment in breach of Regulation 14(3), I have to be persuaded that

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it was more likely than not that the Supplier marketed and/or sold membership to them 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. 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 N and Mr S, the financial value of their share in the net sales proceeds of the Allocated Property along with the investment considerations, risks and rewards attached to them. 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 N and Mr S 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. And with that being the case, it’s not necessary to make a formal finding on that particular issue for the purposes of this decision. Would the credit relationship between Shawbrook and Mr N and Mr S have been rendered unfair to them had there been a breach of Regulation 14(3) of the Timeshare Regulations? Having found 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 had on the fairness of the credit relationship between Mr N and Mr S and Shawbrook 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 N and Mr S and Shawbrook that was unfair to them and warranted relief as a result, 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. To help me decide this point, I’ve carefully considered what Mr N and Mr S have said in the course of their complaint about how the membership was sold to them and their motivation for purchasing it. I would note first of all that the evidence in this respect is quite limited. Within the Letter of Complaint, it is said that Mr N and Mr S were told that they had purchased an investment and could expect a profit. There was no further detail underpinning these statements within the Letter of Complaint, which are rather generic in nature. In fact, such assertions are made in an identical fashion by the PR in a number of other complaints.

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When referring the complaint to us, the PR included a statement in Mr N and Mr S’s own words. And within that statement, of relevance to the point at issue, I note that they say: “We were also told that we would be able to sell the fractional ownership at the end of the term and would be likely to make a small profit, whether we sold it back to [the Supplier] or to someone else.” They go on to say: “We were told that once the term of the ownership came to an end, we would be able to sell it. They said they couldn’t guarantee that we would make a profit at that point, but that it was entirely possible. We therefore took them at their word that – at the end of (the) fractional ownership term – we would at least break even, or even make some money if we were lucky.” I find these recollections somewhat vague and contradictory – on the one hand being told they would likely make a small profit, on the other that a profit was only a possibility and not guaranteed. While there seems to have been no assertion by the Supplier that they would “at least break even”, that is the impression they appear to have formed by themselves. This all renders Mr N and Mr S’s recollections on this aspect of the sale rather less reliable. In any event, even I accept – as above – that the Supplier marketed Fractional Club membership to Mr N and Mr S as an investment opportunity, what I am considering here is whether any such marketing was material to Mr N and Mr S’s decision to purchase the membership. And I don’t think it was. Firstly, Mr N and Mr S stop short of saying that the possibility of a profit was a motivating factor in their decision. While they note it in the manner above – with the shortcomings in their recollections that I’ve outlined – they also list a number of other aspects of the membership that evidently appealed to them. These relate to the holiday options available through the membership and lead me to think that the level of appeal these had would always have motivated Mr N and Mr S to purchase the membership. Much of their statement is devoted to this aspect of the membership, and I note in particular that they say: “… despite our initial attraction to the offer of mini breaks in European cities, that offer was not really good value and availability low, and we were urged to upgrade to fractional ownership instead. … They told us that if we upgraded to fractional ownership, this would give us access to a broader range of higher quality properties for our holidays - and that it meant that we would always have peace of mind knowing that our holidays every year would be of a certain quality with assured levels of service… … We were told that despite the fact that the loan was expensive and high interest, this annual investment would still be better value than if we paid

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for our annual holidays ourselves - AND gave us a guarantee that the resorts and their facilities would be of a certain standard. They went to great lengths to illustrate this with lengthy sums on large pieces of paper.” I also note that the Supplier’s notes at the Time of Sale recorded Mr N and Mr S’s plans for a “big special holiday in Florida in August 2018” and that they did indeed go on to utilise the membership for a holiday in Florida in 2018. The availability of holidays that met their needs was an evident and significant point of appeal for them. I have also noted within their statement that Mr N and Mr S recall their subsequent upgrade of the membership, from one week to two – and when doing so, make no reference to increasing their investment as a motivating factor, as I might expect if they had entered into the arrangement looking to make a profit. Weighing all of this up, I am not persuaded that the prospect of a financial gain from Fractional Club membership was an important and motivating factor when Mr N and Mr S decided to go ahead with their purchase. That 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 complaint. But as Mr N and Mr S themselves don’t persuade me that their purchase was motivated by their share in the Allocated Property and the possibility of a profit, I don’t think a breach of Regulation 14(3) by the Supplier was likely to have been material to the decision they ultimately made. On balance, therefore, even if the Supplier had marketed or sold the Fractional Club membership as an investment in breach of Regulation 14(3) of the Timeshare Regulations, I am not persuaded that Mr N and Mr S’s decision to purchase Fractional Club membership at the Time of Sale was motivated by the prospect of a financial gain (i.e., a profit). On the contrary, I think the evidence suggests they would have pressed ahead with their purchase whether or not there had been a breach of Regulation 14(3). And for that reason, I do not think the credit relationship between Mr N and Mr S and Shawbrook was unfair to them even if the Supplier had breached Regulation 14(3). The Provision of Information by the Supplier at the Time of Sale The PR says that a payment of commission from Shawbrook to the Supplier at the Time of Sale should lead me to uphold this complaint because, simply put, information in relation to that payment went undisclosed at the Time of Sale. 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

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paid by 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 N and Mr S in arguing that their credit relationship with Shawbrook 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 Shawbrook and Supplier were tied to one another contractually or commercially in a way that wasn’t properly disclosed to Mr N and Mr S, 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 N and Mr S into a credit agreement that cost disproportionately more than it otherwise could have. I acknowledge that it’s possible that Shawbrook 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 before, 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. And with that being the case, it isn’t necessary to make a formal finding on that because, even if Shawbrook 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 currently think any such failure is itself a reason to find the credit relationship in question unfair to Mr N and Mr S. In stark contrast to the facts of Mr Johnson’s case, the amount of commission paid by Shawbrook to the Supplier for arranging the Credit Agreement that Mr N and Mr S

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entered into wasn’t high. At £971.20, it was only 5% of the amount borrowed and even less than that (4.63%) as a proportion of the charge for credit. 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 currently persuaded that they either wouldn’t have understood that or would have otherwise questioned the size of the payment at that time. After all, Mr N and Mr S wanted Fractional Club membership and had no obvious means of their own to pay for it. And at such a 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. So, I 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 N and Mr S 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 currently persuaded that the commission arrangements between the Supplier and Shawbrook were likely to have led to a sufficiently extreme inequality of knowledge that rendered the credit relationship unfair to Mr N and Mr S. Section 140A: Conclusion Given all of the factors I’ve looked at in this part of my decision, and having taken all of them into account, I’m not persuaded that the credit relationship between Mr N and Mr S and Shawbrook under the Credit Agreement and related Purchase Agreement was unfair to them. And as things currently stand, I don’t think it would be fair or reasonable that I uphold this complaint on that basis. Commission: The Alternative Grounds of Complaint While I’ve found that Mr N and Mr S’s credit relationship with Shawbrook wasn’t unfair to them for reasons relating to the commission arrangements between it and the Supplier, two of the grounds on which I came to that conclusion also constitute separate and freestanding complaints to Mr N and Mr S’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 Shawbrook is liable for the dishonest assistance of a breach of fiduciary duty by the Supplier because it took a payment of commission from Shawbrook without telling Mr N and Mr S (i.e., secretly). And the second relates to Shawbrook’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 N and Mr S 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 to them. And while it’s possible that Shawbrook 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

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failure on Shawbrook’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 their purchase at the Time of Sale had there been more adequate disclosure of the commission arrangements that applied at that time. In conclusion, given the facts and circumstances of this complaint, I did not think that Shawbrook acted unfairly or unreasonably when it dealt with Mr N and Mr S’s Section 75 claim, and I was not persuaded that Shawbrook was party to a credit relationship with them under the Credit Agreement that was unfair to them for the purposes of Section 140A of the CCA. And having taken everything into account, I could see no other reason why it would be fair or reasonable to direct Shawbrook to compensate them. Shawbrook responded to the PD and accepted it. The PR also responded. It did not accept the PD and provided some further comments it wanted me to take into account. Having received the relevant responses from both parties, I’m now finalising my decision. The legal and regulatory context 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 legal and regulatory context that I think is relevant to this complaint is, in many ways. no different to that shared in several hundred published ombudsman decisions on very similar complaints – which can be found on the Financial Ombudsman Service’s website. And with that being the case, it is not necessary to set out that context in detail here. But I would add that the following regulatory rules/guidance are also relevant: 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

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reasonable in the circumstances of this complaint. Following the responses from both parties, I’ve considered the case afresh and having done so, I’ve reached the same decision as that which I outlined in my provisional findings, for broadly the same reasons. Again, my role as an Ombudsman isn’t to address every single point which has been made to date, but to decide what is fair and reasonable in the circumstances of this complaint. If I haven’t commented on, or referred to, something that either party has said, this doesn’t mean I haven’t considered it. Rather, I’ve focused here on addressing what I consider to be the key issues in deciding this complaint and explaining the reasons for reaching my final decision. The PR’s further comments in response to the PD only relate to the issue of whether the credit relationship between Mr N and Mr S and Shawbrook was unfair. In particular, the PR has provided further comments in relation to whether the membership was sold to Mr N and Mr S as an investment at the Time of Sale. As outlined in my PD, the PR originally raised various other points of complaint, all of which I addressed at that time. But it didn’t make any further comments in relation to those in their response to my PD. Indeed, it hasn’t said it disagrees with any of my provisional conclusions in relation to those other points. And since I haven’t been provided with anything more in relation to those other points by either party, I see no reason to change my conclusions in relation to them as set out in my PD. So, I’ll focus here on the PR’s points raised in response. Section 140A of the CCA: did Shawbrook participate in an unfair credit relationship? The PR has highlighted under Section 140B (9) of the CCA, the burden of proof falls on Shawbrook to disprove the allegation that its relationship with Mr N and Mr S was unfair. I agree that this is correct, placing a burden on lenders during the process of litigation. That does not mean, though, that Shawbrook – or I – should take a claim at face value. There remains an onus on Mr N and Mr S to provide some evidence for the claim they are making, despite the overall burden of proof resting with Shawbrook, as was set out in the judgment in Smith and another v Royal Bank of Scotland plc [2023] UKSC 34 at paragraph 40. I also remind both parties that it is my role to make findings on what I consider to be fair and reasonable in all the circumstances of any given complaint. The Supplier’s alleged breach of Regulation 14(3) of the Timeshare regulations In its response to my PD, the PR has reasserted its view that the Supplier marketed the Fractional Club membership to Mr N and Mr S as an investment and that this was a motivating factor in their decision. I accepted in my PD that the membership may well have been marketed as an investment to Mr N and Mr S in breach of the prohibition in Regulation 14(3) of the Timeshare Regulations. I also explained that while the Supplier’s sales processes left open the possibility that the sales representative may have positioned Fractional Club membership as an investment, it wasn’t necessary for me to make a finding on this as it is not determinative of the outcome of the complaint. I explained that regulatory breaches do not automatically create unfairness and that such breaches and their consequences (if there are any) must be considered in the round, rather than in a narrow or technical way. The PR’s response to my PD hasn’t changed my view of this, and so whether the Supplier’s breach of Regulation 14(3) led Mr N and Mr S to enter into the Purchase Agreement and the Credit Agreement remains an

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important consideration. In my PD I explained the reasons why I didn’t think any breach of Regulation 14(3) had led Mr N and Mr S to proceed with their purchase. In short, I was not persuaded that their decision was motivated by the prospect of a financial gain (i.e., a profit). In reaching that view, I took into account the testimony given by Mr N and Mr S in the course of their complaint. I recognise the PR has interpreted Mr N and Mr S’s testimony differently to how I have, and I have carefully considered its further comments. Ultimately though, they have not led me to a different conclusion. Accepting, as I did in my PD, that the possibility of a profit was noted within Mr N and Mr S’s comments about the Supplier’s presentation of the membership, I still don’t think this had a material influence on their decision to purchase it. Taking their comments at face value, the fact remains that they did not say the prospect of a financial gain was a factor in their decision. And for the reasons given in my PD, the comments they did make still lead me to conclude that they would always have purchased the membership irrespective of any promotion of it as an investment opportunity by the Supplier. The PR objects to the approach I’ve taken in assessing this aspect of the complaint, believing that I have detracted from the judgment in Shawbrook & BPF v FOS1 and the case law that contributed to it, by requiring Mr N and Ms S to have been “primarily or mainly motivated” by the investment element in order to uphold the complaint. But I did not make such a finding. I said that, in my view, Mr N and Mr S were highly motivated by the holiday options offered by the Supplier – which was a factor in my overall conclusion in light of all the available evidence that they would, on balance, have pressed ahead with their purchase of the Fractional Club membership even if there had been a breach of Regulation 14(3) and notwithstanding the understandable interest they may well have had in a share of the Allocated Property. So for the reasons given in my PD and above, I still do not think that any breach of Regulation 14(3), if there was one, was material to Mr N and Mr S’s decision to purchase the Fractional Club membership. The provision of information by the Supplier at the Time of Sale In my PD, I explained why I thought that Mr N and Mr S would have proceeded with their purchase even if he had known at the Time of Sale that the Supplier was going to be paid a flat rate of commission that amounted to 5% of the amount borrowed. In its response to the PD, the PR highlights that the concerns addressed in Hopcraft, Johnson and Wrench did not solely relate to the quantum of the commission, but also to the lack of transparency and the “misleading impression” about the relationship between the lender and broker. I took into account these wider considerations – and addressed them – in my PD, setting out why I did not think any shortcomings in the disclosure of information in this regard led to any unfairness. With no new evidence or arguments in this respect, I see no reason to reach a different conclusion. The PR suggests that the cumulative effect of a number of shortcomings (particularly on the Supplier’s part) – and which, for the most part, I accept may well have occurred – ought to be taken together and deemed to render the credit relationship between Mr N and Mr S and Shawbrook was unfair. But having considered each of these individually and not found that Mr N and Mr S’s position was prejudiced (and that they would not have acted any 1 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’).

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differently), I do not think that any greater cumulative impact could or should be ascribed to them. I will also address the PR’s point regarding the apparent ambiguity in the proposed sale date of the Allocated Property. The PR suggests that a delayed sale date could lead to an unfairness to Mr N and Mr S in the future, as any delay could mean a delay in the realisation of their share in the Allocated Property. It does appear that the proposed date for the commencement of the sales process, as set out on the owners’ certificate, is 31 December 2032. The ambiguity identified by the PR is that in the Information Statement provided as part of the purchase documentation it says the following: “The Owning Company will retain such Allocated Property until the automatic sale date in 19 years time or such later date as is specified in the Rules or the Fractional Rights Certificate.” (my emphasis) It seems clear to me that the contractual commencement date for the start of the sales process is 31 December 2032. The Information Statement is, in my view, reflective of the fact that most fractional memberships were set up to run for nineteen years. But not all memberships attached to a given Allocated Property were sold at exactly the same time, so often the time left before the sale date was less than nineteen years at the actual time of sale. I accept that this could be confusing, however I do not think Mr N and Mr S were misled by this at the Time of Sale. So, I can’t see that this is a reason to find the credit relationship unfair and uphold this complaint. Section 140A: conclusion Given all of the factors I’ve looked at in this part of my decision, and having taken all of them into account, I’m not persuaded that the credit relationship between Mr N and Mr S and Shawbrook under the Credit Agreement and related Purchase Agreement was unfair to them. So, I don’t think it is fair or reasonable that I uphold this complaint on that basis. Conclusion In conclusion, given the facts and circumstances of this complaint, I do not think that Shawbrook acted unfairly or unreasonably when it dealt with Mr N and Mr S’s Section 75 claim, and I am not persuaded that Shawbrook was party to a credit relationship with them under the Credit Agreement that was unfair to them for the purposes of Section 140A of the CCA. And having taken everything into account, I see no other reason why it would be fair or reasonable to direct Shawbrook to compensate them. My final decision For the reasons set out above, I don’t uphold this complaint. Under the rules of the Financial Ombudsman Service, I’m required to ask Mr N and Mr S to accept or reject my decision before 28 April 2026. Ben Jennings Ombudsman

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