Specialists International
This Knowledge Check tests the interpretation of a pre-construction services agreement after the parties entered into their later JCT building contract. The court decided whether liabilities for an alleged breach during the pre-construction period survived, whether they could affect Seddon Construction Limited's extension of time, and what the words 'subsumed into and subject to' the later contract meant.
Belong (Construction) Limited engaged Seddon under a Pre-Construction Services Agreement dated 27 May 2020 and later under a JCT Standard Building Contract (with Quantities), 2016 Edition, dated 18 December 2020. The contract administrator refused an extension of time for delay caused by air-sealing works, relying on Seddon's alleged earlier failure to open up and test existing work. An adjudicator decided for Seddon on 2 May 2024, after which Belong sought a final determination under Part 8.
HHJ Stephen Davies distinguished continuing liabilities for pre-existing breaches from primary obligations that ended when the JCT contract was executed. Applying the contract wording and the distinction explained in Photo Production Ltd v Securicor Transport Ltd, the judge held that Belong had not lost any valid PCSA claim and that the adjudicator had construed the relevant default clauses too narrowly.
- The PCSA and later JCT building contract
- The air-sealing works and extension of time dispute
- The adjudicator's decision and the Part 8 claim
- The wording of clauses 2.1, 2.2 and 2.3 of the PCSA
- Primary obligations and liabilities for pre-existing breaches
- The meaning of 'subsumed into and subject to'
- The extension of time and loss and expense exclusions
- The declarations sought by Belong