Commission payments can be confusing. If you ask an intermediary to help you find a deal — for example, an energy broker for your business utilities or a car dealer to arrange finance — can that intermediary take a commission from the supplier they recommend? The short answer is: it depends on what duties the intermediary owes you, what you were told about the commission, and whether you clearly agreed to it.

Two recent Supreme Court decisions have brought helpful clarity. They focus less on labels such as “secret” or “half‑secret” commission, and more on whether you were given full, meaningful information and gave informed consent.

The key questions

• Does the intermediary owe you a fiduciary duty? In simple terms, that is a duty of loyalty, which includes not putting their own interests ahead of yours.
• What exactly were you told about any commission?
• Did you give informed consent — that is, did you agree to the commission after being told all the important facts about it?

Energy brokers: full disclosure and informed consent are essential

Where an intermediary owes fiduciary duties, the courts have confirmed that the crucial issue is whether the customer received all material information about the commission and then gave informed consent. It is not enough for the intermediary to say only that “a commission may be paid.” If the intermediary does not make full disclosure and obtain informed consent, the commission can be treated as wrongful.

In Expert Tooling and Automation v Engie Power Limited [2025], the Court of Appeal found that an energy broker breached its fiduciary duty by failing to obtain informed consent to a commission, even though the commission had been disclosed in a limited way. Expert Tooling knew a commission would be paid but did not know the amount or that the supplier would recover it by adding it to the energy price. After the Supreme Court’s decision in a similar case, Hopcroft v Close Brothers Limited [2025], the parties in Expert Tooling agreed that it did not matter whether a commission was “secret” or “half‑secret”; what mattered was full disclosure and informed consent where fiduciary duties applied

The practical takeaway for businesses using energy brokers is straightforward: insist on clear, specific details about any commission, including how much it is and how it affects the price you will pay, and record your decision in writing.

Car dealers and finance: different duties, different routes

The position with car dealers arranging finance is not the same. The law is developing, but it appears that car dealers do not generally owe fiduciary duties to customers when sourcing finance, because they do not give up their own commercial interests in doing so. That makes claims based on breach of fiduciary duty less likely to succeed in this context.

However, consumers are not without protection. There may be a claim under section 140A of the Consumer Credit Act for an “unfair relationship,” depending on factors such as the size of the commission, the customer’s sophistication, whether regulatory rules were followed, and how the commission was (or was not) disclosed

What you should do now

• Ask for full details of any commission up front: the amount, how it is calculated, and whether it is built into the price you pay.
• Make decisions only after you have all the key facts and confirm your consent in writing.
• Keep documents and communications that show what you were told and when.
• If in doubt about past arrangements, seek advice promptly. Time limits may apply and early action helps preserve evidence.

If you need clear advice on commission issues — whether you are a business that used a broker or a consumer concerned about car finance — we can help. Contact Rob Ripley and our commercial litigation and dispute resolution team on 01482 325242 or at rob.ripley@andrewjackson.co.uk