Clerkenwell Lifestyle (UK) Limited v HG Construction Limited [2026] EWHC 1406 (TCC)

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Clerkenwell Lifestyle (UK) Limited v HG Construction Limited

[2026] EWHC 1406 (TCC) | High Court of Justice, Business and Property Courts of England and Wales, Technology and Construction Court (KBD)

Before Mrs Justice Jefford | Heard 7 May 2026 | Handed down 12 June 2026

Interactive Process Flow | Agreed dates and enforcement

Case Analysis Process Flow

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1. Case Overview

Case: Clerkenwell Lifestyle (UK) Limited v HG Construction Limited [2026] EWHC 1406 (TCC)
Court: High Court of Justice, Business and Property Courts of England and Wales, Technology and Construction Court (KBD)
Judge: Mrs Justice Jefford
Hearing Date: 7 May 2026
Judgment Date: 12 June 2026
Case No: HT-2026-000051

Clerkenwell Lifestyle (UK) Limited engaged HG Construction Limited under an amended JCT Design and Build Contract 2016 for a hotel and affordable apartments in Clerkenwell, London. Clerkenwell referred disputes about completion dates, extensions of time and liquidated damages to adjudication. The adjudicator fixed revised completion dates and ordered HG to pay Clerkenwell £955,943.43 together with his fees. Clerkenwell sought summary judgment in Part 7, while HG brought a Part 8 claim alleging that an email exchange on 8 February 2023 formed a binding agreement fixing later completion dates. HG also alleged that the adjudicator failed to consider that agreement and thereby exceeded his jurisdiction or breached natural justice. The court rejected HG's arguments, declined all Part 8 declarations and enforced the decision (paragraphs 1-3 and 94).

Central Legal Test: A failure to consider a defence may prevent enforcement only if the defence or its constituent matters was actually raised and the omission was material. The Part 8 issue was whether the February 2023 emails objectively showed an intention to make a separate binding agreement, rather than an agreement about operating the contract's extension-of-time mechanism (paragraphs 63-80 and 81-94).

Parties and Representation

Part 7 claimant and Part 8 defendant: Clerkenwell Lifestyle (UK) Limited, represented by Mathias Cheung, instructed by Trowers and Hamlins LLP.

Part 7 defendant and Part 8 claimant: HG Construction Limited, represented by David R Parratt KC (Scot) and Rob Dawson, instructed by Bexley Beaumont Ltd.

Contract and Works

The amended JCT Design and Build Contract 2016 was made on 22 December 2021. It covered a 153-room hotel and nine affordable apartments, divided into Hotel Works and Residential Works. A supplemental deed dated 11 January 2022 set completion at 20 June 2023 for the hotel and 10 May 2023 for the apartments (paragraphs 3-6).

Extension-of-Time and Damages Dispute

In February 2023 the Employer's Agent granted 12 weeks for adverse weather and strikes, fixing 12 September 2023 for the hotel and 15 August 2023 for the apartments. Later awards moved those dates to 21 September and 24 August 2023. Practical completion was not certified until 17 October 2024 for the hotel and 21 February 2025 for the apartments, leading to liquidated damages claims (paragraphs 18-24).

2. Procedural History

February 2023 Correspondence

8 February 2023: The Employer's Agent set out linked proposals concerning the Hotel and Office contracts and said that, in consideration of them, 12 weeks would be issued for the Hotel Contract. HG replied, 'Thanks for issuing and I can confirm agreement' (paragraphs 16-17).

9 February 2023: The Employer's Agent issued a contractual extension-of-time notification under clause 2.25, referring to adverse weather and strikes and stating that it was subject to the accepted email terms (paragraphs 18-19).

Adjudication

14 November 2025: Clerkenwell referred the dispute, claiming liquidated damages and seeking declarations about completion dates (paragraphs 24-27).

5 January 2026: The adjudicator decided revised dates of 12 November 2023 for the Residential Works and 21 October 2023 for the Hotel Works (paragraphs 45-47).

6-8 January 2026: HG sought a 15-page slip correction based on an alleged binding agreement. The adjudicator rejected it and confirmed that he had intentionally added the assessed critical delays to the original dates (paragraphs 48-54).

Part 8 and Enforcement Claims

HG issued Part 8 proceedings on 29 January 2026 for declarations that the February 2023 emails created a binding agreement and that the adjudicator erred by ignoring it. Clerkenwell issued its Part 7 enforcement claim on 13 February 2026. The matters were directed to be heard together (paragraphs 1-2 and 55-58).

3. Defendant's Position

HG argued that the February 2023 exchange formed a binding agreement extending both completion dates by 12 weeks. It said the adjudicator either lacked power to depart from those agreed dates or materially failed to consider a defence which went to the starting point for his delay calculation (paragraphs 48-51 and 58-81).

Binding Agreement Defence

HG relied on the language of agreement in the Employer's Agent's emails and its same-day acceptance. It said the parties reached a contract supported by consideration, separate from the JCT extension-of-time machinery, which fixed revised completion dates by adding 12 weeks (paragraphs 16-18 and 81-90).

Failure to Consider a Material Defence

HG said paragraph 28 of its adjudication Response quoted the February email and emphasised that the extension was agreed. It contended that this was enough to raise the binding-agreement defence and that the adjudicator's inadvertent failure to address it affected the heart of the dispute (paragraphs 62-77).

Decision on an Unadvanced Basis

HG also said neither party asked the adjudicator to reverse the Employer's Agent's existing awards. By adding delay to the original dates rather than the February 2023 dates, the adjudicator was said to have decided a case that neither side advanced (paragraphs 78-80).

4. Claimant's Position

Clerkenwell maintained that the referred dispute broadly covered completion dates, extensions of time and liquidated damages. It said HG never raised a binding-agreement defence in the adjudication and that the emails merely recorded how the contractual extension process would be operated (paragraphs 52-60 and 68-94).

Scope of the Referred Dispute

The Notice and Referral asked the adjudicator to determine completion dates and HG's entitlement to extensions of time, including such other dates as he reasonably determined. HG admitted that description and advanced a full-project delay analysis against the original baseline (paragraphs 26-32 and 52-60).

No Defence Was Raised

Clerkenwell said the Response's reference to an 'agreed' extension appeared in an argument about the scope of the sections, not a pleaded defence based on a separate contract. HG sought no declaration about such an agreement, and its expert used the original baseline and analysed delay from the start of the works (paragraphs 70-77).

Contractual Mechanism, Not a Separate Contract

The December 2022 correspondence asked HG to make a contractual application after the period was agreed. The February 2023 notification then expressly granted an extension under clause 2.25 for identified Relevant Events. Clerkenwell said this showed agreement about administering the existing contract, not a new bargain fixing immutable dates (paragraphs 82-91).

5. Court's Analysis

The Adjudicator Had Jurisdiction

The referred dispute was broadly and admittedly framed as one about completion dates, liquidated damages and HG's extension-of-time entitlement. HG engaged with that dispute and did not raise a jurisdiction objection during the adjudication. The later contention that only specific post-award events were referred was unsustainable (paragraphs 58-61).

A Defence Must First Be Raised

An adjudicator is not required to search for possible defences. A natural justice complaint based on failure to consider a defence requires that the defence, or facts which should reasonably be recognised as that defence, was raised by the responding party (paragraphs 63-69).

HG Did Not Raise the Alleged Agreement

The passing reference to an agreed extension did not identify a separate binding contract or its asserted consequence for the delay calculation. That case was inconsistent with HG's requested declarations and its expert's full-project analysis from the original programme. The defence appeared only after the decision in HG's slip submission (paragraphs 70-77).

The Decision Addressed the Parties' Case

Clerkenwell had agreed not to seek earlier dates than those awarded by the Employer's Agent, but both sides still asked the adjudicator to assess extensions over the whole works period. He did so using the experts' shared baseline. He did not decide an unargued dispute and there was no breach of natural justice (paragraphs 78-80).

No Separate Binding Agreement

The word 'agree' meant willingness to grant an extension through the contractual machinery. The multi-part email contained proposals stated to be in principle or subject to future assessment, and the parties then used clause 2.25. The alleged free-standing agreement lacked the necessary intention and clarity, and the parties' conduct did not treat it as such (paragraphs 81-94).

6. Decision and Outcome

Winner: The Claimant (Clerkenwell Lifestyle (UK) Limited) succeeded.

Result: The court declined all declarations sought by HG in the Part 8 claim and granted Clerkenwell summary judgment. HG was ordered to pay £955,943.43, as decided by the adjudicator, together with the adjudicator's fees (paragraph 94). The Defendant (HG Construction Limited) did not succeed on this application.

Practical Effect: The adjudicator's completion-date and liquidated-damages decision remained enforceable. HG could not recast the February 2023 contractual extension as a separate settlement after failing to advance that case in the adjudication.

Enforcement Order

Summary judgment was granted and HG was ordered to pay Clerkenwell £955,943.43 together with the adjudicator's fees (paragraph 94).

Part 8 Declarations Refused

The court held that no separate binding agreement was made on 8 February 2023 and declined the declarations sought by HG (paragraphs 81-94).

Natural Justice and Jurisdiction Challenges Rejected

The adjudicator had jurisdiction over the broadly framed dispute. HG had not raised the alleged binding-agreement defence and the adjudicator did not decide the case on an unfair or unadvanced basis (paragraphs 58-80).

7. Key Legal Principles and Practice Points

Respondents May Raise Any Proper Defence

A respondent may deploy any properly arguable defence to the referred claim without widening the dispute. The adjudicator must decide whether a defence succeeds, but is not obliged to discover a defence that the respondent did not raise (paragraphs 63-69).

Material Omission and Natural Justice

A deliberate failure to address a fundamental defence may prevent enforcement. An inadvertent omission will do so only in an unusual case where the adjudicator has not effectively addressed the major issues. These principles apply only after the defence has actually been put forward (paragraphs 63-68).

Agreement to Operate a Contract Is Not Necessarily a Variation

Language recording an agreed extension may show how parties intend to use an existing extension-of-time mechanism, rather than an intention to make a new contract. The surrounding correspondence, formality, conditions, later notification and subsequent conduct all informed that distinction (paragraphs 82-94).

Agent Authority Is Defined by the Contract

Article 3 authorised the Employer's Agent to perform specified contractual functions. It did not authorise the agent to make a separate agreement varying completion dates, and such authority was not reasonably incidental to those functions (paragraphs 96-101).

Practice Implications

For Claimants:
Frame the adjudication notice broadly enough to capture the disputed entitlement and the relief sought. If an existing extension award will not be reversed, explain what that concession means for the adjudicator's calculation. Preserve evidence that both experts used the same baseline and presented a shared methodology.

For Defendants:
State every substantive defence expressly in the Response and connect the relied-on facts to its legal consequence. If an email exchange is said to be a settlement or variation, identify the offer, acceptance, consideration, terms and effect on the adjudicator's task. A new defence raised under the slip rule or during enforcement is too late.

General Practice Points:
Use formal written instruments where parties intend to vary completion dates outside the contractual machinery. Correspondence should distinguish an agreed period to be awarded under the contract from a separate binding compromise. Experts should confirm whether their baseline and delay analysis are consistent with any asserted agreed dates.

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.