Commercial Relationships, Legal Relationships and Bribery

In Hopcraft v Close Brothers Ltd, the UK Supreme Court considered the legitimacy of undisclosed commissions in tripartite consumer financing arrangements for the purchase of cars. The court decided that consumer lenders commit neither the tort of bribery nor the equitable wrong of dishonest assistance when offering commissions to car dealers who recommend their products. This was on the basis that the dealers do not owe fiduciary duties when recommending finance deals to consumers. This article contrasts the doctrinal approach of the Supreme Court, which states that non-contractual duties of impartial advice only exist when they constitute fiduciary duties, with the more holistic approach suggested by the relational theory of contract. It concludes that the decision in Hopcraft exemplifies the divergence between common-sense understandings of commercial relationships in practice, and the simplified models of those relationships which are adopted by the law.