Legal Update: The UK Supreme Court Gives Landmark Ruling on Motor Finance Commissions

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Luke Wilkins - Associate

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Article reviewed by Chris Moss.
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UK Supreme Courts Landmark Ruling on Motor Finance Commissions

On 1 August 2025, the UK Supreme Court delivered a pivotal judgment in three conjoined motor finance cases – Johnson v FirstRand Bank Limited, Wrench v FirstRand Bank Limited and Hopcraft v Close Brothers Limited. 

Our Financial Services Lawyers explore the ruling, which addressed undisclosed (or partially disclosed) commissions in motor finance agreements, and has far-reaching implications for lenders, dealers and consumer protection in the motor finance industry. 

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The case arose from typical motor finance transactions, where a consumer purchases a vehicle through a dealership, which arranges finance with a lender.  The lender then pays the dealer a commission. 

In the above cases, the claimants challenged the legality of these commission payments, particularly where disclosure of the commissions was absent or inadequate.  The claimants alleged that:

  1. That dealers owed fiduciary duties to act in the consumers’ best interests;
  2. The commission payments constituted bribes; and
  3. That the finance agreements were unfair under section 140A of the Consumer Credit Act 1974 (CCA).

In October 2024, the Court of Appeal delivered a decision that favoured the claimants, finding that dealers do owe fiduciary and “disinterested” duties and that the undisclosed commissions amounted to bribes.  This prompted significant concern throughout the industry, ultimately leading to an appeal to the Supreme Court.

The Supreme Court’s ruling addressed whether:

  1. Dealers owe fiduciary duties to consumers;
  2. Commission payments constitute bribes; and
  3. The agreements were unfair under the CCA.

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Background to the Motor Finance Dispute

Key Findings

The Supreme Court ruled that car dealers do not owe fiduciary duties to consumers in standard motor finance arrangements.  Unlike fiduciaries, who must act solely in the client’s interest, dealers pursue their own commercial goals.

The Supreme Court also rejected the argument that consumer trust or vulnerability automatically creates fiduciary obligations.

The Supreme Court clarified that the FCA rules on commission disclosure do not impose fiduciary duties, which overturned the Court of Appeal’s broader “disinterested duty” approach and prior case law, setting a higher bar for fiduciary claims.

The Supreme Court reaffirmed that bribery under English law requires a fiduciary relationship to exist.  Accordingly, as it had been found that car dealers did not owe fiduciary duties to consumers, the bribery claims failed.

While lenders succeeded on the fiduciary and bribery grounds, the Supreme Court upheld the unfairness claim in the Johnson case under section 140A of the CCA. 

Unlike the other cases, Johnson’s agreement involved a discretionary commission arrangement, where the car dealer could set the interest rate within a lender-approved range, thereby increasing their commission. 

The Court found that inadequate disclosure of this high commission created an unfair relationship.

By contrast, in the Wrench and Hopcraft cases, where commissions were fixed or disclosure was minimal, no unfairness was found.  This suggests that discretionary commission arrangements with poor disclosure are more likely to be deemed unfair.

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Key Findings

Implications for the Motor Finance Industry

The Supreme Court’s decision narrows the scope of liability by rejecting the fiduciary duties and bribery claims. 

However, the ruling on unfairness in the Johnson case emphasises the importance of effective and transparent commission disclosure. 

Lenders and dealers must ensure pre-contract disclosure of commission details to meet the standard of informed consent. 

The judgment also has broader implications for other commission-based industries, such as insurance and mortgage lending. 

Brokers and intermediaries may need to review their sales processes to avoid inadvertently assuming fiduciary-like obligations and ensure compliance with disclosure requirements. 

The focus on fairness under the CCA means that high commissions or tied relationships are likely to remain under scrutiny. 

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Implications for the Motor Finance Industry

FCA Redress Scheme

Following the ruling, the FCA announced on 3 August 2025 that it will publish a consultation paper by October 2025 for a consumer redress scheme, expected to be operational in 2026. 

The scheme will address claims involving discretionary commission arrangements and other “unfair” cases with inadequate disclosure, signalling potential ongoing regulatory and legal scrutiny. 

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FCA Redress Scheme

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Luke Wilkins's profile picture

Luke Wilkins

Associate

Luke has over 2 years of experience acting as a Corporate solicitor. Luke has specialist expertise in mergers, acquisitions, and disposals, as well as providing corporate support to our insolvency and restructuring team.

About Luke Wilkins