Shawbrook Bank Limited · DRN-6241792

The complaint Mr and Mrs A’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. What happened Mr and Mrs A were members of a timeshare provider (the ‘Supplier’) – having previously purchased a product from it. But the product at the centre of this complaint is their membership of a timeshare that I’ll call the ‘Fractional Club’ – which they bought on 8 September 2016 (the ‘Time of Sale’). After trading in their previous membership, they paid £7,665 for 1,750 fractional points (the ‘Purchase Agreement’). Fractional Club membership was asset backed – which meant it gave Mr and Mrs A 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 the end of their membership term. Mr and Mrs A paid for their Fractional Club membership by taking finance of £7,665 from the Lender (the ‘Credit Agreement’). Mr and Mrs A – using a professional representative (the ‘PR’) – wrote to the Lender on 8 February 2023 (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. The Lender dealt with Mr and Mrs A’s concerns as a complaint and issued its final response letter on 17 April 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, rejected the complaint on its merits. Mr and Mrs A disagreed with the Investigator’s assessment and asked for an Ombudsman’s decision – which is why it was passed to me. I considered the matter and issued a provisional decision on 16 February 2026 (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 currently think this complaint should be upheld. However, before I explain why, I want to make it clear that 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

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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 This part of Mr and Mrs A’s complaint was made for several reasons, which included that the Supplier misrepresented Fractional Club membership at the Time of Sale as it told them they had purchased an investment which would considerably increase in value and that they would have access to the Allocated Property at any time. Creditors can generally reasonably reject Section 75 claims that they are first made aware of after the claim has become time barred under the Limitation Act (the ‘LA’), as it wouldn’t be fair to expect them to look into such claims so long after the liability arose, and after a limitation defence would have been available in court. Therefore, it’s relevant to consider whether Mr and Mrs A’s Section 75 claim was time barred under the LA before they put it to the Lender. A claim under Section 75 is a “like claim against the creditor”. It in effect mirrors the claim a consumer could make against the Supplier. A claim for misrepresentation against the Supplier would typically be made under Section 2(1) of the Misrepresentation Act 1967. And the limitation period to make such a claim expires six years from the date on which the cause of action accrued (see Section 2 of the LA). However, a claim under Section 75, like the one in question here, is also “an action to recover any sum by virtue of any enactment” under Section 9 of the LA. The limitation period under that provision is also six years from the date on which the cause of action accrued. The date on which the cause of action accrued was the Time of Sale. That’s when Mr and Mrs A entered into the purchase of their timeshare based on the alleged misrepresentations of the Supplier – which they say they relied on. Further, as the loan from the Lender was used to help finance the purchase, it was when they entered into the Credit Agreement that they suffered a loss. Mr and Mrs A first notified the Lender of their Section 75 claim on 8 February 2023. Given more than six years had passed between the Time of Sale and when they first put their claim to the Lender, in my view it was neither unfair nor unreasonable that the Lender rejected their concerns about the Supplier’s alleged misrepresentations. Section 140A of the CCA: did the Lender participate in an unfair credit relationship? I’ve already explained why I don’t think the Lender acted unfairly or unreasonably when it rejected Mr and Mrs A’s Section 75 claim in respect of the Supplier’s alleged misrepresentations 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 and Mrs A and the Lender along with all 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:

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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. 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 6. 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 and Mrs A and the Lender given their circumstances at the Time of Sale. The Supplier’s sales & marketing practices at the Time of Sale Mr and Mrs A’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 and Mrs A. 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 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 and Mrs A 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 to them for this reason. But from the information provided, 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. However, it looks to me like Mr and Mrs A 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 and Mrs A experiencing 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 the Lender to compensate them, even if the loan wasn’t arranged properly. The PR also says that there were 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 and Mrs A 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. Overall, therefore, I don’t think that Mr and Mrs A’s credit relationship with the Lender 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

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relationship with the Lender 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 a prohibition against selling timeshares in that way. The Supplier’s alleged breach of Regulation 14(3) of the Timeshare Regulations A share in the Allocated Property clearly constituted an investment as it offered Mr and Mrs A the prospect of a financial return – whether or not, like all investments, that was more than what they first put into it. But it’s 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 and Mrs A 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 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’s 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 and Mrs A, the financial value of their share in the net sales proceeds of their allocated property along with the investment considerations, risks and rewards attached to it. 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 also possible that Fractional Club membership was marketed and sold to Mr and Mrs A 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 the Lender and Mr and Mrs A 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 and Mrs A 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

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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 and Mrs A and the Lender 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. But on my reading of the evidence before me, the prospect of a financial gain from Fractional Club membership was not an important and motivating factor when they decided to go ahead with their purchase. Included in the PR’s initial submissions was a statement from Mr and Mrs A containing their recollections of the Time of Sale. Insofar as is relevant to the matter I’m considering here, this says: “We entered into a loan agreement with [the Supplier] for purchase of [Fractional Club membership around the Time of Sale] because we felt forced to convert because our original [non-fractional timeshare membership] was mis sold as it could not provide the holidays it originally promised using that points system. The [Fractional Club membership] would give us more holiday options and reduced maintenance charges. […] We were told that the timeshare was an investment, that it was valuable, that it was a one time opportunity, it was only available that day. We were also told that the timeshare had a resale value and that the future sale would make us money. We were told that the part share in the property we were buying was an asset, that would go up in value and that it gave us ownership of something. We were told that at the end of the 19 year contract, the property would be sold and we would receive an amount of money based on the sale of the property at the time. All of the above were attractive to us. […]” My reading of Mr and Mrs A’s statement is that the motivation for their purchase at the Time of Sale was so they could take the holidays they wanted, which was not possible under their previous membership, and to reduce their maintenance fees, given they say that they entered into the Credit Agreement “because” of these reasons. I acknowledge that Mr and Mrs A go on to explain what the sales representative(s) told them about the investment element of Fractional Club membership and say that this was “attractive” to them. However, they do not say that this was what motivated them to proceed with the purchase at the Time of Sale. And having considered their testimony in the round, I am not persuaded that Mr and Mrs A were motivated to make the purchase because of the expectation or hope of a

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financial gain or profit. That doesn’t mean they weren’t interested in a share in the Allocated Property. Indeed, they say as much in their statement. But as Mr and Mrs A 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 and Mrs A’s decision to purchase this 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 and Mrs A and the Lender was unfair to them even if the Supplier had breached Regulation 14(3). Section 140A: conclusion Given all 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 and Mrs A and the Lender 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.” In conclusion, given the facts and circumstances of this complaint, I did not think that the Lender acted unfairly or unreasonably when it dealt with Mr and Mrs A’s Section 75 claim, and I was not persuaded that the Lender 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 the Lender to compensate them. The Lender acknowledged the PD and had no further comments. The PR did not accept the PD and provided some further comments and evidence 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 3.6.4 R 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:

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• 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. 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 and Mrs A and the Lender was unfair. In particular, the PR has provided further comments and evidence in relation to whether the membership was sold to Mr and Mrs A as an investment at the Time of Sale. It has also now argued for the first time that the payment of a commission by the Lender to the Supplier led to an unfair credit relationship. 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 its 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 respect of those other points by either party, I see no reason to change my conclusions about 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 the Lender participate in an unfair credit relationship? The PR has highlighted under Section 140B (9) of the CCA, the burden of proof falls on the Lender to disprove the allegation that its relationship with Mr and Mrs A was unfair. I agree that this is correct, placing a burden on lenders during the process of litigation. That does not mean, though, that the Lender – or I – should take a claim at face value. There remains an onus on Mr and Mrs A to provide some evidence for the claim they are making, despite the overall burden of proof resting with the Lender, 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

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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 response to the PD, the PR provided an email from the Supplier to Mr and Mrs A dated 13 September 2016. This says: “Dear [Mr and Mrs A], Greetings from Spain. Our office in Turkey has asked me to contact you regarding some questions on your recent fractional ownership purchase. Looking at your questions, a lot of answers you can find in our most frequently asked questions document. However I feel that most of you[r] questions are about investment and return. We do not have any estimated values for the properties however the value quoted by [the sales representative] is an approximated value. Fractional Ownership is designed for our members to enjoy their holidays for the full term and receive something back at the end of the term. Whatever the unit sells for in the future will come back to you as a bonus whilst in comparison by travelling via a Travel Agent you would not receive anything in return. Most importantly you want the flexibility that our product brings you with a reduced product lifespan rather than a more traditional perpetuity model with ongoing management fees. With fractional ownership you get the opportunity to get something back when the property is sold without taking chances as an individual sale in a volatile resale market. The product provides flexible holidays for [a] finite period of years with an exit strategy. It is a usage product and does not set out to be an investment product and as such unit values at the outset are not hugely relevant given that we are dealing with a range of factors such as future property values over the next 16 years. I would appreciate if you can read through the frequently asked questions and in a couple of days I will contact you again. Kind regards, […]” The PR says it is unable to provide the correspondence Mr and Mrs A sent to the Supplier that prompted this response. It has provided an email from Mr and Mrs A dated 24 February 2026 which provides further comment on their motivations at the Time of Sale. But as this has been provided over seven years after the Time of Sale, and after the judgment in 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

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Finance)) v Financial Ombudsman Service [2023] EWHC 1069 (Admin) (‘Shawbrook & BPF v FOS’) was handed down, I am not persuaded I should place much weight on this. Turning to the contemporaneous email of 13 September 2016, this does show that Mr and Mrs A enquired about the investment potential of Fractional Club membership shortly after the Time of Sale, which could suggest a breach of Regulation 14(3) was material to their purchasing decision. Having said that, I note the email says that “most importantly” Mr and Mrs A wanted the reduced term offered by Fractional Club membership with lower management fees. And that corresponds with Mr and Mrs A’s statement which lists one of the reasons for purchasing Fractional Club membership as “reduced maintenance charges”. I accept there is a risk that the Supplier was putting words in Mr and Mrs A’s mouth in order to steer them towards other benefits Fractional Club membership offered besides the investment element. But without the original correspondence Mr and Mrs A sent which prompted the Supplier’s response, I cannot be certain this was the case. It could well be that Mr and Mrs A did say the reduced term and management fees were most important to them. The PR says that had the Supplier informed Mr and Mrs A of their 14-day cooling-off period in its email of 13 September 2016, it is “highly likely […] they would have exercised their right to cancel, given their prompt attempts to verify the supposed investment benefits.” But I think it’s likely Mr and Mrs A were made aware of the cooling-off period at the Time of Sale. It’s set out clearly on a one-page individual schedule which Mr and Mrs A have both signed. And I think the fact that Mr and Mrs A did not cancel their purchase after the Supplier confirmed Fractional Club membership did “not set out to be an investment product” and would not necessarily increase in value is fatal to their argument that a breach of Regulation 14(3) was material to their purchasing decision. After all, Mr and Mrs A said in their statement that they were told during their sales presentation that Fractional Club membership “would go up in value” and “make [them] money.” So, I think had this truly been the motivation for Mr and Mrs A’s purchase, they would have requested to cancel once the Supplier had confirmed their understanding was incorrect. The PR also says that in the judgment handed down in Shawbrook & BPF v FOS, it was not challenged that the product in question was marketed and sold as an investment. But, as I explained in my PD, the Timeshare Regulations did not ban products such as the Fractional Club. They just regulated how such products were marketed and sold. And the judgment referred to did not make a blanket finding that all such products were mis-sold in the way the PR appears to be suggesting. Any complaint needs to be considered in light of its specific circumstances. Moreover, the PR says that as the Supplier’s pricing sheet refers to the “Unit share %” provided under Mr and Mrs A’s Fractional Club membership, this shows the investment element was an “important part” of the sales process and “played quite an important role” in their purchasing decision. But I don’t agree. As I’ve explained, it’s not in dispute that Fractional Club membership contained an investment element and it’s possible that it was marketed or sold to Mr and Mrs A as an investment (although I have made no finding on this). However, the simple fact that their share in the Allocated Property was recorded on the pricing sheet does not offer an insight into their motivation their purchase. So, even if the Supplier had marketed or sold the membership as an investment in breach of Regulation 14(3) (which I still make no finding on here), I’m not persuaded Mr and Mrs A’s decision to make the purchase was motivated by the prospect of a financial gain. And for that reason, I still don’t think the credit relationship between Mr and Mrs A and the Lender

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was unfair to them. The provision of information by the Supplier at the Time of Sale The PR says that a payment of commission from the Lender 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 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 and Mrs A 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.

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Based on what I’ve seen, 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 and Mrs A 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. 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 and Mrs A, 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 them into a credit agreement that cost disproportionately more than it otherwise could have. What’s more, in stark contrast to the facts of Mr Johnson’s case, as I understand it, no payment between the Lender and the Supplier, such as a commission, was payable when the Credit Agreement was arranged at the Time of Sale. And with that being the case, even if there were information failings at that time and regulatory failings as a result (which I make no formal finding on), I’m not currently persuaded that the commercial 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 and Mrs A. S140A conclusion Given all 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 and Mrs A and the Lender under the Credit Agreement and related Purchase Agreement was unfair to them. So, I don’t think it’s fair or reasonable that I uphold this complaint on that basis. Overall conclusion In 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 and Mrs A Section 75 claim, and I am not persuaded that the Lender 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 the Lender to compensate them.

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My final decision My final decision is to not uphold Mr and Mrs A’s complaint about Shawbrook Bank Limited for the reasons provided. Under the rules of the Financial Ombudsman Service, I’m required to ask Mr and Mrs A to accept or reject my decision before 20 April 2026. Alex Salton Ombudsman

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