Clerkenwell Lifestyle (UK) Limited v HG Construction Limited

Summary

An employer won an adjudication over completion dates and liquidated damages and applied to enforce it. The contractor resisted, arguing that the decision was reached without jurisdiction and in breach of natural justice, and that the parties had made a binding agreement fixing new completion dates that the adjudicator was not free to disturb.

The alleged agreement was said to arise from email correspondence in early 2023, in which the employer's agent had put forward revised dates. The employer said the agent had no authority to bind it to a variation of the completion dates.

Mrs Justice Jefford enforced the decision. There was nothing in the jurisdiction or natural justice challenge, and there was no binding agreement on the completion dates: the parties had been operating the contractual extension of time machinery, and the employer's agent in any event had no authority to make such an agreement. She refused the contractor's declarations and ordered payment of 955,943.43 pounds.

Background and facts

Clerkenwell Lifestyle, the employer, and HG Construction, the contractor, were in dispute about the completion dates for a residential and hotel development, the employer's claim to liquidated damages, and the contractor's claim to extensions of time.

The employer referred the dispute to adjudication and obtained a decision, dated 5 January 2026, in its favour. It applied to enforce that decision by summary judgment.

HG issued a Part 8 claim seeking declarations that the decision was reached in excess of jurisdiction and in breach of natural justice, and that email correspondence on 8 February 2023 had created a binding agreement fixing revised completion dates.

The issue

The court had to decide whether the adjudicator's decision was unenforceable for want of jurisdiction or breach of natural justice, and whether the 2023 emails had created a binding agreement on completion dates that took the question outside the adjudicator's remit.

The decision

Mrs Justice Jefford enforced the decision and refused all of HG's declarations.

By the hearing HG no longer pressed the jurisdiction point as a standalone argument, and its natural justice case did not succeed. The dispute referred to adjudication had been framed broadly as one about completion dates, liquidated damages and extensions of time, and HG had engaged with exactly that dispute. It had not run before the adjudicator the case that a binding agreement fixed the dates.

"there is nothing in the arguments advanced by HG as to lack of jurisdiction and/or breach of natural justice."Mrs Justice Jefford, paragraph 59

On the alleged agreement, the primary holding was that no binding agreement had been made. The word agree had been used in the sense of being willing, the proposals were complex and partly in principle only, and the parties were operating the contractual extension of time machinery rather than making a freestanding agreement. Authority was a further difficulty, which the judge addressed briefly as a fallback. The scope of the employer's agent was defined by the contract, and agreeing to vary the contractual completion dates was not reasonably incidental to the agent's functions. An agent's ordinary authority to administer a contract does not extend to binding the employer to a variation of the completion dates. The parties' later conduct also showed that neither had treated the exchanges as a binding agreement, as opposed to an extension of time granted under the contract.

"there was no binding agreement made on 8 February 2023 and I decline to make any of the declarations sought in the Part 8 claim."Mrs Justice Jefford, paragraph 94

There was therefore no bar to enforcement. Summary judgment was granted and HG was ordered to pay the employer 955,943.43 pounds together with the adjudicator's fees.

Practical implications

An employer's agent does not have authority, simply by virtue of the role, to agree a binding variation of the contractual completion dates. The scope of the agent's authority is set by the contract, and a party dealing with the agent cannot assume that a proposal on dates binds the employer. If you want a binding variation, get it from someone with authority to give it, and record it as a variation, not as routine correspondence.

A contractor who says a binding agreement removed the adjudicator's power to decide the completion dates must run that as a defence in the adjudication. Raising it for the first time on enforcement is too late. If the point is not put to the adjudicator, the court is unlikely to treat it as a jurisdictional bar afterwards.

The natural justice threshold remains high. Where a party engages with exactly the dispute that was referred, and the decision addresses that dispute, a complaint that the adjudicator failed to consider a defence or decided something unargued will not readily succeed. Frame your defences clearly in the adjudication so there is no doubt they were before the adjudicator.

On contract formation, the parties' conduct after the supposed agreement matters. Subsequent conduct can be evidence of whether a contract was made at all, even though it does not help interpret the terms. If neither side behaves as though a binding deal exists, that tells against one.

Clerkenwell Lifestyle (UK) Limited v HG Construction Limited [2026] EWHC 1406 (TCC), Technology and Construction Court, Mrs Justice Jefford. Heard 7 May 2026, judgment handed down 12 June 2026.