Supreme Court Reverses Car Finance Commission Ruling: Clarity for Lenders, Constraint for Claims
1 August 2025
In a judgment of critical importance to the UK consumer credit market, the Supreme Court today handed down its decision in Black Horse Ltd & Others v Johnson & Others, overturning significant aspects of the Court of Appeal’s 2023 ruling on discretionary commission arrangements in motor finance agreements.
The appeals were brought by major lenders—including Close Brothers and MotoNovo Finance—following the Court of Appeal’s finding that undisclosed commission payments rendered certain credit relationships unfair and, more controversially, that motor dealers owed fiduciary duties to borrowers when arranging finance. That decision triggered industry-wide alarm and opened the door to mass consumer litigation, with compensation estimates running into the tens of billions.
The Supreme Court’s intervention—delivered unusually late in the day to avoid market instability—has now narrowed the scope of liability considerably, with significant implications for borrowers, lenders, and the FCA.
The Issue
The underlying dispute concerns undisclosed commissions paid by lenders to motor dealers, often tied to the interest rate charged to consumers under hire purchase or conditional sale agreements. Known as Discretionary Commission Arrangements (DCAs), these practices were banned by the FCA in January 2021. The legal question was whether such arrangements, when undisclosed, rendered the lender–borrower relationship “unfair” within the meaning of section 140A of the Consumer Credit Act 1974, and whether the dealer owed a fiduciary duty as broker.
The Supreme Court’s Findings
Lord Reed, giving the leading judgment, clarified that:
Motor dealers arranging finance do not owe fiduciary duties to customers. Their role remains fundamentally commercial, and no obligation of loyalty arises simply by virtue of their involvement in arranging credit.
The existence of a commission payment, even if undisclosed, is not in itself sufficient to establish an “unfair relationship”.
The test under section 140A remains a fact-specific inquiry, requiring assessment of the totality of the relationship—including the borrower's awareness, the transparency of the arrangement, and the substantive fairness of the terms.
In only one of the three test cases (Johnson), the Court found that the relationship was unfair, based on its particular factual matrix. Mr Johnson was awarded the value of the commission plus interest.
The appeals were otherwise allowed, reversing the Court of Appeal’s expansive interpretation and reinstating a more restrained, orthodox application of the Consumer Credit Act.
Implications for the Industry
This judgment offers substantial relief to the UK’s car finance sector and the broader regulated credit industry. By rejecting the fiduciary duty analysis, the Court has closed off the most legally potent avenue for group claims. It also avoids the uncertainty and retrospection that would have undermined settled lending practices prior to the FCA’s 2021 intervention.
Lenders including Barclays, Close Brothers, and Santander, which had provisioned for potential redress, will now be reassessing those assumptions. The FCA, which had paused active investigation of complaints and delayed its decision on a possible redress scheme, has indicated it will publish its position within six weeks.
While this ruling does not extinguish all claims—borrowers may still succeed where unfairness can be shown on the facts—it substantially limits the viability of mass claims litigation based solely on non-disclosure of commission.
Strategic Considerations
For Lenders and Brokers
The judgment validates long-standing market structures but reinforces the need for transparency and careful disclosure in all credit brokerage arrangements.
Firms should ensure compliance with post-2021 FCA rules on commission disclosure and maintain thorough documentation for historic agreements.
For Consumers
Claims must now be grounded in individual unfairness, rather than generalised grievance.
Consumers should avoid speculative engagement with CMCs offering claims on a no-evidence basis, particularly in light of FCA warnings regarding high deductions and poor outcomes.
For the Regulator
The FCA’s anticipated redress consultation will be watched closely. However, the judgment diminishes the likelihood of a blanket compensation scheme and reinforces the regulator’s role as a supervisor of forward-looking conduct standards, not a retrospective adjudicator.
Conclusion
The Supreme Court has brought much-needed legal clarity to an area fraught with commercial and regulatory tension. While the judgment reaffirms that borrowers are entitled to fairness and transparency, it also recognises the limits of judicial intervention in market-based relationships.
The outcome may disappoint some consumers and campaigners. But for the law, it represents a return to principle: statutory unfairness must be proved, not presumed; and fiduciary duties cannot be manufactured from commercial convenience.
For lenders, the path forward is clearer. For claimants, it is steeper. For all parties, the importance of full, fair, and lawful disclosure has never been more firmly underscored.