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Darchem Engineering Limited v Bouygues Travaux Publics & Anor
[2026] EWHC 220 (TCC) | High Court of Justice, King's Bench Division, Business and Property Courts, Technology and Construction Court
Before Mr Justice Constable | Heard 28 January 2026 | Handed down 6 February 2026
Interactive Process Flow | Joint venture adjudication rights
Case Analysis Process Flow
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1. Case Overview
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Case: Darchem Engineering Limited v Bouygues Travaux Publics & Anor [2026] EWHC 220 (TCC)
Court: High Court of Justice, King's Bench Division, Business and Property Courts, Technology and Construction Court
Judge: Mr Justice Constable
Hearing Date: 28 January 2026
Judgment Date: 6 February 2026
Case No: HT-2025-000383

Darchem Engineering Limited sought summary judgment enforcing an adjudicator's decision for £23,944,012. The subcontract for specialist stainless-steel works at Hinkley Point C was made between two unincorporated joint ventures. Bouygues Travaux Publics and Laing O'Rourke formed the contractor joint venture, BYLOR; Darchem and Framatome Limited formed the subcontractor joint venture, EDEL. Darchem alone commenced three adjudications, stating that it acted jointly and severally as the Subcontractor. The defendants challenged jurisdiction because Darchem was not itself the defined contractual 'Party' entitled to use the adjudication clause. The court accepted that construction and refused enforcement (paragraphs 1-5 and 43).

Central Legal Test: The issue was whether Darchem, as one constituent company within the EDEL joint venture, was a defined 'Party' entitled in its own name to refer a dispute under clause 2.2 of Option W. The answer depended on the objective meaning of the subcontract read as a whole (paragraphs 11-14).
Parties and Representation
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Claimant: Darchem Engineering Limited, represented by Paul Buckingham KC, Mathias Cheung and James Frampton, instructed by Taylor Wessing LLP.

Defendants: Bouygues Travaux Publics and Laing O'Rourke Delivery Limited, represented by Jessica Stephens KC and Mek Mesfin, instructed by Clyde & Co LLP.
The Two Joint Ventures
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BYLOR was the unincorporated main-contractor joint venture of Bouygues and Laing O'Rourke. EDEL was the unincorporated subcontractor joint venture of Darchem and Framatome Limited, formerly Efinor Limited. The subcontract was dated 31 October 2018 (paragraphs 2 and 6-10).
Hinkley Point C Subcontract
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The subcontract covered procurement, off-site manufacture, prefabrication, testing, delivery, assembly and installation of stainless-steel pools, pits and tanks and associated works at Hinkley Point C nuclear power station (paragraph 2). The Agreement and Conditions defined the contracting parties as the Contractor JV and the Subcontractor JV (paragraphs 6-10).
2. Procedural History
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Three Adjudications
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Darchem commenced three adjudications alone, each time saying that it acted jointly and severally as the Subcontractor under the Agreement and clause 12.6. The third adjudication produced the £23,944,012 decision sought to be enforced (paragraphs 1 and 3).
Preserved Jurisdiction Challenge
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In each adjudication BYLOR said Darchem was not a party entitled to invoke the subcontract's adjudication provisions. The adjudicator rejected that challenge. Other jurisdiction issues about whether a dispute had crystallised were not pursued in court (paragraph 3).
Summary Judgment Issue
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The enforcement application raised a single construction question: whether one member of the EDEL joint venture could commence adjudication in its own name without the other member (paragraphs 4-5 and 14).
3. Defendant's Position
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BYLOR argued that the subcontract was bilateral: the defined Parties were the Contractor JV and the Subcontractor JV. Darchem was a constituent of EDEL but not itself a defined Party entitled to refer a dispute under Option W (paragraphs 14 and 16-20).

Defined Parties Were the Two JVs
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Clause 11.2(11) defined the Parties as 'the Contractor and the Subcontractor'. The Subcontract Data identified the Contractor as the Bouygues-Laing O'Rourke JV and the Subcontractor as Darchem and Efinor acting as EDEL (paragraphs 10 and 16-17).
Bilateral Drafting
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The Conditions repeatedly used 'either', 'both', 'the other' and comparable language which assumed two Parties. Specific termination clauses expressly deemed references to a Party to include each constituent company, showing that this wider meaning applied only where stated (paragraphs 17-20).
Clause 12.6 Did Not Confer a Unilateral Right
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Clause 12.6 imposed joint and several liability and provided for notification of a JV leader with authority to bind all members. No leader was notified. In default, BYLOR could choose to rely on a constituent's apparent authority, but Darchem could not compel BYLOR to accept unilateral action on behalf of EDEL (paragraphs 28-33).
4. Claimant's Position
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Darchem relied on the Agreement's naming of all four companies, the statement that all were together known as the 'Parties', their separate execution of the deed and wording that the JV members acted jointly and severally. It said these features made Darchem a Party able to adjudicate alone (paragraphs 15 and 21-37).

Named and Executing Entity
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Darchem was separately listed in the Agreement, and each of the four companies executed the subcontract as a deed. Darchem argued that the statement 'All of the above are together known as the Parties' made every named company a Party for Option W (paragraphs 15 and 21-27).
Joint and Several Wording
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Darchem said the description of Efinor as acting jointly and severally with Darchem carried more than joint and several liability. It contended that each company could also exercise contractual rights separately, including the right to adjudicate (paragraphs 28-33).
Normal Contractual Remedies
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Darchem invoked general principles that a party should retain ordinary contractual rights unless clear wording removes them and that one of several promisees may sometimes sue alone. It said the subcontract did not expressly prevent an individual JV member from pursuing BYLOR (paragraphs 34-37).
5. Court's Analysis
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The Subcontract Was Bilateral
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The drafting consistently treated the Contractor and Subcontractor as the two Parties, each capable of comprising multiple companies. The sentence naming all companies as the 'Parties' grouped them into those two defined JV Parties; it did not create four or six separate Parties (paragraphs 17-27).
Execution Did Not Change Defined Status
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An unincorporated joint venture has no separate legal identity, so its constituent companies naturally had to execute the deed. Their signatures showed that they were parties in the ordinary sense but did not make each company a capitalised, defined Party for Option W (paragraphs 23-25 and 34).
Order of Precedence Did Not Assist Darchem
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There was no irreconcilable conflict between the Agreement and the Conditions. In any event, the Agreement itself directed that words and expressions took their assigned meanings from the Conditions, where Parties meant the Contractor and Subcontractor (paragraphs 25-27).
Joint and Several Liability Was Not Several Authority
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The wording imposed joint and several liability on each EDEL member for the JV obligations. Clause 12.6 separately regulated authority to bind the JV, and its notice mechanism would be unnecessary if every member had an automatic unilateral power to act (paragraphs 28-33).
Option W Required Action by the JV Party
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Option W was drafted for two Parties and contained no machinery to manage separate, concurrent adjudications by every JV member. Treating all members as Parties could create multiple adjudications on the same dispute and uncertainty about who was bound (paragraphs 38-42).
6. Decision and Outcome
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Winner: The Defendants (Bouygues Travaux Publics and Laing O'Rourke Delivery Limited) succeeded.

Result: Darchem was not a defined Party to the subcontract and could not invoke clause 2.2 of Option W in its own right. Clause 12.6 neither made Darchem a Party nor gave it unilateral authority to commence adjudication for EDEL, so the summary judgment application failed (paragraph 43). The Claimant (Darchem Engineering Limited) did not succeed on this application.

Practical Effect: The £23,944,012 adjudication decision was not enforced. Any valid referral under Option W had to be made by the EDEL subcontractor JV in accordance with the subcontract's authority provisions, not by Darchem acting alone.
Enforcement Refused
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Darchem's summary judgment application failed because the adjudicator lacked jurisdiction over a referral made by Darchem alone (paragraph 43).
Defined Party Finding
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The two defined Parties were BYLOR as Contractor and EDEL as Subcontractor. Darchem and Framatome were constituent companies of EDEL, not separate Parties for the adjudication clause (paragraphs 17-27 and 43).
Authority Finding
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No leader had been notified under clause 12.6, and BYLOR rejected Darchem's asserted authority. The clause did not allow Darchem unilaterally to bind EDEL or commence an adjudication for it (paragraphs 30-33 and 43).
7. Key Legal Principles and Practice Points
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Defined Terms Control
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A contract must be read as a whole and, where possible, its provisions reconciled. Clear express definitions are applied unless exceptional circumstances justify another construction (paragraphs 11-13 and 26-27).
JV Members and the Contractual Party
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A constituent of an unincorporated JV may execute a contract and bear joint and several liability without becoming an individual defined Party for every contractual right. The contract's definitions and machinery determine which entity may exercise a dispute right (paragraphs 23-37).
Joint and Several Liability Does Not Equal Unilateral Authority
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Joint and several liability addresses responsibility for obligations. It does not, without supporting wording, give each JV member a unilateral right to act for the JV or commence proceedings in the JV's name (paragraphs 28-33).
Adjudication Clauses Must Identify the Referring Party
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Where the clause permits 'any Party' to refer a dispute, only an entity falling within the contract's defined Party concept may invoke it. Jurisdiction cannot be created by treating a JV member's status or signature as equivalent to the defined JV Party (paragraphs 14-43).
Practice Implications
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For Claimants:
A JV member proposing adjudication should confirm whether it is individually a defined Party or merely part of a JV Party. Check any leader-notification and authority provisions before serving the notice. Obtain written authority from the other JV member where the contract does not confer an individual referral right.
For Defendants:
Review the defined terms, execution provisions, JV clauses and dispute rules together when one JV member refers alone. Preserve a jurisdiction objection from the outset and state whether the member's asserted authority is accepted. Do not assume that joint and several liability permits separate exercise of every contractual right.
General Practice Points:
JV contracts should state who may issue notices, refer disputes and bind the venture. They should also address the effect of an adjudication on all constituents and prevent duplicate referrals concerning the same dispute. If each member is intended to have individual rights, the contract should say so expressly and provide matching procedural rules.
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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