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Belong (Construction) Limited v Seddon Construction Limited
[2026] EWHC 1275 (TCC) | High Court of Justice, Business and Property Courts in Manchester, Technology and Construction Court (KBD)
Before HHJ Stephen Davies sitting as a High Court Judge | Heard 6 May 2026 | Handed down 28 May 2026
Interactive Process Flow | Survival of liabilities under a pre-construction agreement
Case Analysis Process Flow
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1. Case Overview
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Case: Belong (Construction) Limited v Seddon Construction Limited [2026] EWHC 1275 (TCC)
Court: High Court of Justice, Business and Property Courts in Manchester, Technology and Construction Court (KBD)
Judge: HHJ Stephen Davies sitting as a High Court Judge
Hearing Date: 6 May 2026
Judgment Date: 28 May 2026
Case No: HT-2025-MAN-000054

Belong (Construction) Limited sought a final Part 8 determination after an adjudicator allowed Seddon Construction Limited's extension-of-time claim for air-sealing works. The Contract Administrator had refused the claim because the late need for those works resulted from Seddon's earlier failure to open up and test existing works under a pre-construction services agreement. Seddon said all PCSA obligations were replaced when the later JCT contract was executed. The court held that liabilities for breaches during the PCSA survived, although their enforcement became subject to the JCT contract (paragraphs 1-9 and 36-60).

Central Legal Test: The issue was the meaning of clause 2.3 of the PCSA, under which the parties' rights and liabilities were to be 'subsumed into and be subject to' the later contract. The court distinguished primary obligations, which ended or were superseded, from secondary liabilities for pre-existing breach, which survived and could affect extension-of-time and loss-and-expense entitlement under the JCT terms (paragraphs 11-22 and 36-56).
Parties and Representation
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Claimant: Belong (Construction) Limited, represented by Jonathan Ward, instructed by Chandler Harris Solicitors, Manchester.

Defendant: Seddon Construction Limited, represented by Douglas James, instructed by Pinsent Masons Solicitors, Manchester.
Two Contracts
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The parties entered a PCSA on 27 May 2020 and later a JCT Standard Building Contract (with Quantities) 2016 dated 18 December 2020. The PCSA required pre-construction appraisal and inspection of partly completed works, while the JCT contract governed completion of the project (paragraphs 2-5 and 23-35).
The Delay Dispute
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An instruction required air-sealing works that delayed completion. The Contract Administrator rejected Seddon's ten-week extension because Seddon had failed during the PCSA to open up and test the existing work. The adjudicator reversed that conclusion (paragraphs 2-7 and 50-59).
2. Procedural History
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Adjudication
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Seddon referred the rejected extension claim to adjudication. The adjudicator held that the later contract had superseded the relevant PCSA obligations and that JCT clauses referring to contractor error, omission, negligence or default did not reach matters arising under the PCSA (paragraphs 50-56).
Part 8 Claim
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Belong sought five declarations on the Contract Administrator's decision, the adjudicator's interpretation, reopening the Final Certificate, Seddon's extension entitlement and liquidated damages (paragraphs 57-60).
3. Defendant's Position
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Seddon argued that clause 2.3 used obligations and liabilities interchangeably, that the PCSA had been absorbed into and replaced by the executed JCT contract, and that only defaults under the later contract could bar time or money (paragraphs 18-22, 38-51 and 52-56).

PCSA Said To Be Superseded
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Seddon relied on the words 'subsumed into and be subject to' and on the JCT priority clause. It said the final JCT terms operated retrospectively and discharged any inconsistent PCSA obligation (paragraphs 38-50).
JCT Defaults Only
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Seddon said clauses 2.28.6.5 and 4.20.3, which removed relief for contractor error, omission, negligence or default, applied only to obligations arising under the JCT contract itself (paragraphs 52-56).
4. Claimant's Position
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Belong said clause 2.3 deliberately preserved liabilities for breach committed while the PCSA was in force. Those liabilities became enforceable subject to the later JCT procedures and limitations but were not extinguished (paragraphs 11-22 and 36-49).

Primary and Secondary Obligations
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The PCSA used 'obligations' in clauses 2.1 and 2.2 but 'rights and liabilities' in clause 2.3. Belong said the change reflected the legal distinction between future performance duties and secondary liabilities arising from an earlier breach (paragraphs 11-22).
Distinct PCSA Services
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The PCSA was not merely a letter of intent for the same works. It required separate services intended to prepare the partly completed project for the later construction contract, making survival of claims for defective pre-construction services commercially necessary (paragraphs 23-37).
Effect on Time and Money
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Belong said a breach of the PCSA could be an error, omission, negligence or default for the JCT clauses that barred extension and loss and expense, even though the legal obligation arose under the earlier agreement (paragraphs 52-56).
5. Court's Analysis
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Liabilities Meant Pre-Existing Breach Claims
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The deliberate wording distinguished primary obligations from secondary liabilities. Once the JCT contract was executed, ongoing PCSA duties ended, but claims for breaches already committed remained (paragraphs 11-22 and 36-39).
Subsumed Did Not Mean Extinguished
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Absorption into the later contract did not erase the PCSA's independent existence for enforcement. Clause 16 expressly allowed PCSA proceedings up to 12 years after practical completion, which would otherwise be pointless (paragraphs 40-47).
Subject to the JCT Contract
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Surviving liabilities had to be enforced through applicable JCT procedures, time bars, dispute provisions and liability limits. That phrase regulated the claims rather than destroying them (paragraphs 42-49).
Default Clauses Were Broad Enough
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The JCT clauses referred generally to error, omission, negligence or default, not only breach of the JCT contract. A breach of a closely connected PCSA obligation could therefore bar relief if it fell within those descriptions (paragraphs 52-56).
6. Decision and Outcome
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Winner: The Claimant (Belong (Construction) Limited) succeeded.

Result: Belong succeeded on the Part 8 interpretation issue. It was entitled to declarations supporting the Contract Administrator's rejection, correcting the adjudicator's interpretation and reopening the final-account position. Declarations on the extension and liquidated damages were to be qualified and settled at the consequential stage (paragraphs 57-60). The Defendant (Seddon Construction Limited) did not succeed on this application.

Practical Effect: Executing the main building contract did not release Seddon from liability for an earlier PCSA breach. That breach could be considered under JCT provisions removing entitlement where delay or loss resulted from the contractor's error, omission, negligence or default.
Adjudicator's Interpretation Rejected
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The court disagreed that the later contract superseded and discharged liabilities for inconsistent PCSA breaches (paragraphs 50-56).
Final Account Reopened
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Seddon accepted that success for Belong carried declarations supporting reopening the Final Certificate and removing the extension and associated preliminaries, subject to the final order (paragraphs 57-60).
Liquidated Damages
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The court considered Belong entitled in principle to the remaining declarations if confined to the matters decided, with wording reserved for consequential submissions (paragraphs 58-60).
7. Key Legal Principles and Practice Points
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Obligations and Liabilities
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In a professionally drafted agreement, a shift from 'obligations' to 'liabilities' may reflect the distinction between primary performance duties and secondary obligations arising after breach (paragraphs 11-22).
Survival After Main Contract
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A clause subsuming PCSA rights and liabilities into a later contract does not, without clear wording, extinguish accrued breach claims. The later contract may instead govern how they are pursued (paragraphs 36-49).
Different Contractual Subject Matter
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Where a PCSA procures preparatory services distinct from the eventual works, there is a commercial reason for liabilities arising from those services to survive execution of the main contract (paragraphs 23-37).
Error, Omission, Negligence or Default
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Broad relief-exclusion wording can capture breach of a connected earlier agreement if the clause is not expressly confined to defaults under the main contract (paragraphs 52-56).
Practice Implications
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For Claimants:
When relying on an earlier PCSA breach, identify the obligation in force at the time, when it was breached and the surviving secondary liability. Then map the later contract's procedures and entitlement restrictions to that liability.
For Defendants:
Do not assume execution of the main contract releases accrued PCSA liabilities. If extinction or replacement is intended, use express release wording and state how existing claims, limitations, certificates and dispute procedures are treated.
General Practice Points:
PCSA transition clauses should distinguish ongoing duties, accrued rights, liabilities for breach and the procedural effect of the main contract. Final contracts should state expressly whether prior breaches survive, are waived or are compromised.
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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