Expert Tooling v Engie: Supreme Court Confirms Disclosure Required in Energy Commission Claims

The long-running litigation in the case of Expert Tooling and Automation Limited v Engie Power Limited [2025] EWCA Civ 292 has now concluded, following a significant Supreme Court judgment. 

Following agreement between the parties to the action, the Court allowed the appeal and entered judgment in favour of the claimant. This outcome provides important clarification on how courts will assess commission arrangements in commercial relationships, particularly within the business energy sector. 

Background to Dispute 

Expert Tooling Automation Limited (‘Tooling’) is a manufacturing business with high electricity usage. It appointed Utilitywise PLC (‘UW’) as its energy broker to negotiate electricity supply contracts with Engie Power Limited (‘Engie’). 

UW did not charge Tooling directly. Instead, it received commission payments from Engie, which were built into Tooling’s electricity unit rates. Tooling knew that UW would receive a commission but did not know the amount or how it was calculated. The commission later turned out to be a six-figure sum.

UW dissolved in 2022; Tooling therefore brought proceedings against Engie, alleging that: 

• UW owed fiduciary duties to Tooling as its broker; 

• UW breached those duties by receiving commission without full disclosure; and  

• Engie was liable for inducing that breach by paying the commission.  

Tooling sought to recover the commission or equitable compensation. 

High Court and Court of Appeal Decisions 

At first instance, the High Court dismissed Tooling’s claim. The Court of Appeal later considered the case. It examined the difference between “half-secret” and “fully secret” commissions, based on the earlier authority of Hurstanger Ltd v Wilson [2007] EWCA Civ 299. 

The Court of Appeal accepted that UW owed fiduciary duties to Tooling and that the commission was only partially disclosed. However, it dismissed the claim against Engie on the basis that Tooling had not pleaded dishonesty, which the Court of Appeal considered necessary to establish Engie’s liability for inducing a breach of fiduciary duty. 

Supreme Court Development 

Now the Supreme Court has allowed Tooling’s appeal by consent and has entered judgment in its favour, with Engie’s cross-appeal dismissed. The outcome followed the Supreme Court’s reasoning in Hopcraft v Close Brothers Ltd [2025], which clarified the approach to informed consent in commission cases.

The effect of the decision is confirmation that consent to commission arrangements must be fully informed in order to be legally effective.

The Supreme Court’s intervention provides clearer guidance for future disputes, particularly that: 

• General awareness is not enough
  Knowing that a broker ‘might receive commission’ does not amount to informed consent if material details, such as the amount or structure of the commission, are not disclosed. 

• Partial disclosure does not eliminate any conflict of interest
  Where a fiduciary relationship exists, incomplete disclosure of commission arrangements may still amount to a breach of a duty. 

• Claims may proceed even where the broker no longer exists
  The decision confirms that third parties who paid undisclosed commissions may still face liability, even if the broker has been dissolved.  

Implications for Business Energy Claims

Although Expert Tooling originated in the context of business energy supply contracts, the principles applied are not sector-specific. They reflect long-standing fiduciary duties and reinforce the importance of transparency in agency relationships. 

For businesses that use energy brokers, the decision highlights the importance of reviewing whether commission arrangements were properly explained at the time contracts were entered into. Where disclosure was limited or unclear, there may be grounds to seek recovery of commission payments incorporated into energy costs.

The conclusion of Expert Tooling v Engie brings welcome clarity to an area of law that has been developing through the courts. The Supreme Court’s decision confirms that informed consent requires full and meaningful disclosure, and that partial explanations or reliance on existing industry practices may not be sufficient.