Jurisdiction(s):
United Kingdom

Expert Tooling v Engie: Court of Appeal (England and Wales) on half-secret commissions, fiduciary disclosure, informed consent, dishonest assistance, and limitation accruing on commission payment

Published on: 23 April 2025

Published by a LexisNexis Commercial expert

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Article summary

Expert Tooling and Automation Ltd v Engie Power Ltd [2025] EWCA Civ 292

What are the practical implications of this case?

The Court of Appeal’s judgment highlights central factors for commercial practitioners when examining claims involving half-secret commission, the scope of disclosure, the need for informed consent, and the part played by dishonesty...

Relevance of Johnson v Firstrand: clarifying half-secret commissions and dishonesty

Lord Justice Zacaroli referred to the leading and most recent authority on secret and partly disclosed commissions, Johnson v First Rand Bank Ltd [2024] EWCA Civ 1282. The Supreme Court heard the appeal in April 2025, with its decision still awaited. Johnson confirmed that where a broker accepts commission from a finance provider without securing the buyer’s informed consent, the broker is in breach of fiduciary duty, and the payer’s responsibility is contingent on dishonesty. Following that analysis, the Court of Appeal drew distinctions between secret, half-secret, and fully disclosed commissions. It treated half-secret commissions as capable of founding a claim, but not amounting to bribery unless the payer acted dishonestly...

Heightened disclosure duties for agents receiving commission

The ruling underscores the rigorous disclosure obligations imposed on fiduciary agents when receiving commission from third parties, reinforcing the exacting standards they must satisfy...

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