Commission
Expert Tooling and Automation Ltd v Engie Power Ltd [2025] EWCA Civ 292
This was an appeal before the Court of Appeal, Civil Division. This case concerns the liability of someone who pays commission to the agent of a third-party principal, where the circumstances of the commission are only partially disclosed to the principal (sometimes referred to as a ‘half-secret’ commission case). The claimant (Tooling) is a company carrying on business as a manufacturer of tools and related equipment and machinery. The defendant, (Engie), supplies electricity. Tooling used the services of a third-party broker (UW). Five contracts are at issue, all for the supply of electricity to Tooling’s premise. The key legal findings were: UW, the broker, owed fiduciary duties to Tooling, including a duty not to put itself in a position of conflict of interest without Tooling’s informed consent; merely disclosing the fact that commission would be paid was insufficient to obtain Tooling’s informed consent, where material details about the amount and funding of the commission were not disclosed; and Engie’s liability as an accessory to UW’s breach of fiduciary
