1Where a borrower has signed detailed loan documents accompanied by solicitor's certificates and borrower declarations confirming independent legal advice and voluntary execution, allegations that the documents were a 'sham' or signed merely as a 'formality' face a very heavy evidentiary burden that will not be discharged by uncorroborated oral testimony inconsistent with the contemporaneous documentary record.
2Vague oral assurances alleged to have been made in the context of a lending relationship — such as that a loan would be 'interest-free' or that documents were 'just a formality' — are unlikely to constitute actionable misleading or deceptive conduct, unconscionable conduct, or a sufficiently clear and unambiguous representation to found promissory estoppel, particularly where the borrower received independent legal advice before executing formal written agreements to the contrary.
3The sham transaction doctrine requires proof that all parties to the relevant documents shared a common intention that the documents would not create the legal rights and obligations they purported to create; a unilateral subjective belief by one party that the documents do not reflect the 'true' agreement is insufficient.
