Darchem Engineering Limited v Bouygues Travaux Publics & Anor

Summary

A subcontractor joint venture on the Hinkley Point C project was made up of two companies. One of them, Darchem, referred a payment dispute to adjudication in its own name and won a decision worth almost 24 million pounds. It applied to enforce that decision.

The main contractor, itself a joint venture, said the adjudicator had no jurisdiction because Darchem alone was not a Party to the subcontract. The Party was the subcontractor joint venture, meaning both companies together. Darchem argued that the words "acting jointly and severally" and clause 12.6 let it adjudicate on its own.

Mr Justice Constable refused enforcement. On the true construction of the subcontract, the defined Party was the joint venture, not each constituent company. Clause 12.6 did not make a single member a Party, nor give it authority to adjudicate alone on the venture's behalf, so the adjudicator had no jurisdiction and the application failed.

Background and facts

The subcontract, made on 31 October 2018, was for stainless steel pools, pits and tanks and associated works at the Hinkley Point C nuclear power station in Somerset.

The main contractor was an unincorporated joint venture of Bouygues Travaux Publics and Laing O'Rourke. The subcontractor was an unincorporated joint venture of Darchem Engineering and Framatome (formerly Efinor). The subcontract's dispute resolution provisions were set out in Option W.

Darchem alone referred the dispute, stating that it was acting jointly and severally as the subcontractor under clause 12.6. The adjudicator rejected a jurisdiction challenge and awarded Darchem 23,944,012 pounds. Darchem sought summary judgment to enforce.

The issue

The single question was whether one company within the subcontractor joint venture was entitled to bring adjudication in its own name, rather than together with the other member.

That turned on the construction of the subcontract: whether the defined term Party meant each joint venture, or each constituent company within it, and whether clause 12.6 gave a single member authority to adjudicate alone.

The decision

Mr Justice Constable refused enforcement. He began by putting the enforcement context in its place:

"The fact that the exercise of construction is presently required to be undertaken in the context of an adjudication enforcement is not of relevance to what the right answer is."Mr Justice Constable, paragraph 5

The conditions were drafted as a bilateral contract between the Contractor and the Subcontractor, each being a joint venture. The definitions and the machinery pointed to two Parties, not four or six. If each company had been intended to be a Party, the simplest course would have been to define them that way, which the subcontract did not do.

Clause 12.6 dealt with a joint venture subcontractor. Its first sentence imposed joint and several liability on each member. Its second provided for a notified leader with authority to bind the venture, and, absent notification, entitled the Contractor to rely on any member as having that authority. No leader had been notified, and the Contractor had not chosen to treat Darchem as authorised; it had rejected Darchem's claim to act alone.

The judge held that this machinery gave no member a unilateral, automatic right to act for the venture. On Darchem's reading clause 12.6 would be pointless, and the phrase "acting jointly and severally" meant no more than that the two companies were the Subcontractor together and were jointly and severally liable. The clause did not alter a member's legal status or make it a Party.

He added a practical check. If each company were a Party, the same payment dispute could spawn several concurrent adjudications, with different adjudicators deciding the same point, and the contract contained no machinery to prevent that. That pointed away from Darchem's construction. His conclusion was direct:

"Clause 12.6 did not make it a Party and/or was not operated so as to give Darchem authority unilaterally to commence an adjudication on behalf of the JV."Mr Justice Constable, paragraph 43

Practical implications

Where a party to a construction contract is a joint venture, check who the contract makes the contracting party before referring a dispute. If the defined Party is the venture, a single member usually cannot adjudicate in its own name.

The point is one of construction, not of adjudication procedure. The court decided it as it would decide any question of who the contracting parties are, and the fact that it arose on enforcement made no difference to the answer. A member that adjudicates alone risks a decision that cannot be enforced.

Joint and several liability is not the same as a several right to act. A clause that makes each member jointly and severally liable addresses who can be sued, not who can commence proceedings for the venture. Read the authority machinery separately.

Where a contract provides for a notified leader to bind a joint venture, use it. Notify the leader, or obtain the other side's agreement to treat a member as authorised, before referring. Relying on a default entitlement that the other party can decline leaves the reference exposed.

Darchem Engineering Limited v Bouygues Travaux Publics and Laing O'Rourke Delivery Limited [2026] EWHC 220 (TCC), Technology and Construction Court, Mr Justice Constable. Heard 28 January 2026, judgment handed down 6 February 2026.