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Baltimore Wharf SLP v Ballymore Properties Limited, with WSP UK Limited as Part 20 Defendant
[2026] EWHC 312 (TCC) | High Court of Justice, Technology and Construction Court
Before Recorder Singer KC | Heard 4 February 2026 | Handed down 16 February 2026
Interactive Process Flow | Whether a subject-to-contract settlement was binding
Case Analysis Process Flow
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1. Case Overview
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Case: Baltimore Wharf SLP v Ballymore Properties Limited, with WSP UK Limited as Part 20 Defendant [2026] EWHC 312 (TCC)
Court: High Court of Justice, Technology and Construction Court
Judge: Recorder Singer KC
Hearing Date: 4 February 2026
Judgment Date: 16 February 2026
Case No: HT-2024-000186

Ballymore and WSP applied for summary judgment or strike-out on the basis that Baltimore Wharf's roof-collapse claim had been settled on 24 September 2024. All substantive terms had been agreed, but the travelling agreement remained marked 'subject to contract'. The court decided whether that condition had been removed expressly or by necessary implication (paragraphs 1-5 and 41-52).

Central Legal Test: The applicants had to show no reasonably arguable answer to a binding settlement. A subject-to-contract reservation normally prevents legal commitment until execution and requires a clear express or necessarily implied removal. Later conduct was generally inadmissible to decide whether documentary agreement already existed, but was considered alternatively (paragraphs 38-50).
Underlying Dispute
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The claim exceeded £2 million and concerned collapse of a nursery roof at Baltimore Wharf, allegedly caused by a failed steel-beam connection (paragraph 5).
Negotiations
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A settlement funded by Ballymore and WSP was negotiated through draft agreements repeatedly headed subject to contract and containing execution provisions (paragraphs 7-10).
2. Procedural History
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Summary Applications
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Ballymore and WSP sought final disposal; Ballymore also sought to amend its Defence to plead the settlement (paragraphs 1-4).
No Further Evidence
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The parties accepted that the settlement issue would not materially improve at a later trial (paragraph 4).
3. Defendant's Position
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Ballymore and WSP said the claimant's 24 September email unambiguously accepted all terms and later conduct showed that the subject-to-contract qualification had been abandoned.

Acceptance Email
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They relied on the present-tense wording that the agreement 'is agreed' and absence of a repeated subject-to-contract heading (paragraphs 41-42).
Later Conduct
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They relied on steps towards execution and performance as consistent only with an existing agreement.
4. Claimant's Position
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Baltimore Wharf said acceptance of terms under the existing subject-to-contract umbrella did not create a contract and the parties continued to act as if signature was required.

Travelling Draft
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Every page of the accepted draft retained the reservation and contemplated execution by all parties (paragraphs 45-47).
Continuing Stays
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The parties extended procedural timetables rather than simply notifying the court of a concluded settlement (paragraphs 48-49).
5. Court's Analysis
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Terms Agreed, Contract Not Formed
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The 24 September email agreed all draft terms but did not necessarily remove the express condition printed on the document (paragraphs 44-47).
High Bar Not Cleared
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An acceptance of a subject-to-contract proposal is not itself enough. Nothing before the email clearly abandoned the condition (paragraphs 45-47).
Later Conduct Ambiguous
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Even if admissible, continued stays, review and muted responses supported or were consistent with no binding settlement (paragraphs 48-50).
Change of Mind Permitted
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The claimant probably changed its mind, but it was not too late because the agreement remained conditional (paragraph 50).
6. Decision and Outcome
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Winner: The Claimant and Respondent (Baltimore Wharf SLP) succeeded.

Result: The summary judgment and strike-out applications were dismissed. Permission to amend the Defence with the settlement case was refused because it had no real prospect of success (paragraphs 51-52). The Defendant and Part 20 Defendant Applicants (Ballymore Properties Limited and WSP UK Limited) did not succeed on this application.

Practical Effect: The roof-collapse proceedings and Part 20 claim continued; the unsigned settlement did not dispose of them.
Applications Dismissed
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No binding settlement was established on the evidence (paragraph 51).
Amendment Refused
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The proposed settlement defence lacked a real prospect of success (paragraph 51).
7. Key Legal Principles and Practice Points
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Subject to Contract
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Agreement on every commercial term remains non-binding where the reservation persists pending execution.
Removal
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Abandonment must be express or a necessary implication from clear objective conduct.
Later Conduct
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Where the alleged contract is documentary, post-agreement conduct ordinarily does not determine whether it was formed.
Practice Implications
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For Claimants:
State expressly whether commercial acceptance is immediately binding or remains conditional. Preserve headings on every draft and email until execution.
For Defendants:
Do not assume that agreement of all terms removes a subject-to-contract condition. Obtain a clear waiver or signed counterpart before treating proceedings as settled.
General Practice Points:
If parties intend immediate settlement, say so directly and address what happens to formal execution. Ambiguous progress towards signature is unsafe.
Legal Disclaimer
This interactive process flow is provided for educational and professional development purposes only and does not constitute legal advice. The content reflects interpretations and analyses that may not apply to specific circumstances. Contract interpretation depends on specific wording, jurisdiction, and factual context. Always consult qualified legal professionals before making decisions based on this content. SCCSI and its contributors accept no liability for reliance on this material.
This is a module from the Society of Construction Claims Specialists International's Construction Claims and Contracts Certification Programmes.
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