Oakland Wantage Care Home Ltd v Stepnell Ltd

Summary

An employer wanted to reopen the true value of a contractor's final account after an adjudicator had held that the contractor's final statement was conclusive because no payment or pay less notice had been served against it.

The employer brought a Part 8 claim arguing that its earlier correspondence, in which it had disputed the final account figures during negotiations, was enough to stop the final statement becoming conclusive, so it remained free to challenge the true value.

Jonathan Acton Davis KC rejected the employer's case. To defeat conclusivity, a notice must dispute something in the final statement, which means the final statement must already have been issued. Correspondence sent before the final statement did not count, so the statement was conclusive and the employer could not reopen the true value.

Background and facts

Oakland Wantage Care Home, the employer, engaged Stepnell, the contractor, under a JCT Design and Build Contract 2016 with special conditions to build a 65-bed care home at Wantage. The works reached practical completion on 26 April 2021.

The final account was discussed in negotiations and correspondence in 2022. In 2024 the contractor served a further final statement. It then referred a dispute to adjudication, claiming the sum in that statement as due because no final payment notice or pay less notice had been served against it.

The adjudicator agreed that the 2024 statement was the relevant final statement, that no notice had been served in response, and that the sum was due. The employer paid, then issued a Part 8 claim seeking declarations that the final statement was not conclusive, so it could still challenge the true value of the account.

The issue

The court had to decide which document was the final statement, and whether that statement had become conclusive as to the sum due under the contract's conclusivity provisions, or whether the employer's earlier correspondence disputing the account had prevented conclusivity.

The decision

Jonathan Acton Davis KC held that the employer failed on both issues, and refused the relief sought. The employer's primary case, that the February 2022 document was the Final Statement, failed because that document was headed draft, contained forecast and budget figures and promised further particulars, so a reasonable recipient would not have read it as the Final Statement. The February 2024 statement was therefore the relevant statement.

The conclusivity clause, clause 4.24.6, allowed a party to avoid conclusivity by giving notice, before the due date for final payment, disputing anything in the final statement. Applying the ordinary approach to interpreting commercial contracts and the guidance on conclusivity provisions in cases such as University of Brighton v Dovehouse Interiors Ltd [2014] EWHC 940 (TCC), Trustees of the Marc Gilbard 2009 Settlement Trust v OD Developments and Projects [2015] EWHC 70 (TCC) and Battersea Project Phase 2 Development v QFS Scaffolding Ltd [2024] EWHC 591 (TCC), the judge read the requirement as a demanding one.

A notice disputing anything in the final statement presupposes that the final statement exists. The employer's 2022 correspondence, which predated the relevant final statement, could not be a notice of dispute in it:

"It must be a pre-condition to that notice that the Final Statement shall first have been given. It follows that correspondence prior to the issue of a Final Statement is not notice for the purposes of clause 4.24.6."Jonathan Acton Davis KC, paragraph 50

The employer had not served a notice of dispute in the final statement after it was issued and before the due date, so the statement became conclusive:

"Oakland, therefore, also fails on Issue 2."Jonathan Acton Davis KC, paragraph 51

The court could not grant the declarations sought. The final statement stood as conclusive, and the employer could not reopen the true value of the account.

Practical implications

This is a trap for employers on JCT final accounts. A conclusivity clause turns the contractor's final statement into a binding figure unless the employer disputes it in the right way and at the right time. The right way is a notice that disputes something in the final statement. The right time is after the final statement has been issued and before the due date for final payment.

Negotiating hard over the final account beforehand does not protect you. However clearly the employer challenged the figures in earlier meetings and letters, that correspondence is not a notice of dispute in a final statement that had not yet been served. Once the final statement arrives, the clock starts, and a fresh notice is needed.

The practical routine is simple and worth building into the process. When a final statement is received, diarise the due date for final payment, and serve a clear written notice disputing the relevant items in that statement well before it. Serving a pay less notice or a payment notice in the ordinary way will also protect the position, but the conclusivity notice is a separate discipline that must not be missed.

Contractors should note the other side of this. A final statement served under a conclusivity clause is a powerful document. If the employer lets the due date pass without a notice disputing the statement, the figure becomes binding and the employer cannot later force a true value exercise, even if it paid under protest.

Oakland Wantage Care Home Limited v Stepnell Limited [2026] EWHC 1530 (TCC), Technology and Construction Court, Jonathan Acton Davis KC sitting as a Deputy Judge of the High Court. Heard 9 June 2026, judgment handed down 23 June 2026.