Oakland Wantage Care Home Limited v Stepnell Limited [2026] EWHC 1530 (TCC)

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Oakland Wantage Care Home Limited v Stepnell Limited

[2026] EWHC 1530 (TCC) | High Court of Justice, King's Bench Division, Technology and Construction Court

Before Jonathan Acton Davis KC, sitting as a Deputy Judge of the High Court | Heard 9 June 2026 | Handed down 23 June 2026

Interactive Process Flow | Final statement conclusivity

Case Analysis Process Flow

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1. Case Overview

Case: Oakland Wantage Care Home Limited v Stepnell Limited [2026] EWHC 1530 (TCC)
Court: High Court of Justice, King's Bench Division, Technology and Construction Court
Judge: Jonathan Acton Davis KC, sitting as a Deputy Judge of the High Court
Hearing Date: 9 June 2026
Judgment Date: 23 June 2026
Case No: HT-2025-000928

Oakland Wantage Care Home Limited engaged Stepnell Limited under an amended JCT Design and Build Contract 2016 to design and construct a 65-bed care home in Wantage. After practical completion, Stepnell issued documents in February 2022 and February 2024 concerning its final account. An adjudicator treated the February 2024 document as the contractual final statement and awarded Stepnell the sum stated in it because Oakland had not issued a final payment notice or pay less notice. Oakland paid the adjudication award and later sought declarations that would allow it to pursue the true value of the final account. The court rejected Oakland's case on both the identity of the final statement and the operation of the conclusivity provisions (paragraphs 1-10 and 51-53).

Central Legal Test: The court applied an objective reasonable-recipient test to decide which document was the final statement under clause 4.24. It then construed clause 4.24.6 to decide whether correspondence sent before that final statement could prevent the statement becoming conclusive (paragraphs 18-21 and 48-50).

Parties, contract and works

Claimant: Oakland Wantage Care Home Limited, the Employer.

Defendant: Stepnell Limited, the Contractor.

Contract: JCT Design and Build Contract 2016 with bespoke Special Conditions, dated 9 August 2019.

Works: Design and construction of a 65-bed care home with associated works at Grove Road, Wantage (paragraphs 1-2).

Final account documents

Practical completion was certified on 26 April 2021. Stepnell sent a February 2022 statement during final account discussions, but the document was marked as a draft and included forecast, budget and provisional figures. Stepnell later issued the February 2024 statement, which the adjudicator and the court treated as the relevant statement under clause 4.24 (paragraphs 3-8 and 29-36).

2. Procedural History

Adjudication and payment

On 25 March 2024 Stepnell referred a dispute to adjudication, claiming the sum in the February 2024 statement as due because no final payment notice or pay less notice had been served, alternatively on a true-value basis. The adjudicator decided that the February 2024 statement was the relevant statement and that its sum was due. Oakland paid the adjudication award on 29 May 2024 (paragraphs 7-9).

Part 8 proceedings

Oakland issued its Part 8 claim on 10 September 2025. It sought declarations that the February 2022 statement was the relevant statement or, alternatively, that earlier communications prevented the February 2024 statement from becoming conclusive. The Part 8 procedure was not challenged as unsuitable (paragraphs 10-12).

3. Defendant's Position

Stepnell said the February 2022 material was plainly provisional and did not constitute its final statement. It also argued that clause 4.24.6 required a notice directed to matters in a final statement after that statement had been issued (paragraphs 29-30 and 48-50).

Draft nature of the 2022 material

Stepnell relied on headings such as 'draft FA' and 'forecast of the FA', together with figures described as budget, provisional or subject to later particulars. Those features told a reasonable recipient that the final account was still being developed (paragraphs 29-30).

Objective notice test

Stepnell resisted Oakland's reliance on the parties' subjective understanding and on the adjudicator's view. The contractual character of a notice had to be assessed objectively from the document, its purpose and its context (paragraphs 21, 29 and 31-32).

Timing of a clause 4.24.6 notice

Stepnell argued that correspondence predating the February 2024 final statement could not be notice disputing something in that statement. On this reading, the statement first had to exist before the Employer could give the contractual notice required to prevent conclusivity (paragraphs 48-50).

4. Claimant's Position

Oakland said the February 2022 statement was the contractual final statement when read in the setting of the final account negotiations. If the February 2024 document was the relevant statement, Oakland said its earlier correspondence had already notified Stepnell of the disputed matters (paragraphs 15-19 and 22-28).

February 2022 as final statement

Oakland relied on the final account discussions, Stepnell's covering email and the stated total of £8,547,434.96. It said the material contained the sum claimed and its calculation, needed no prescribed title and was treated by the Employer's Agent as requiring a formal response (paragraphs 22-28).

Prior notice of disputed items

Oakland argued that clause 4.24.6 only required notice, before the final payment due date, disputing anything later included in the final statement. It relied on the March 2022 response, a September 2022 statement and the disputed items recorded in the February 2024 statement itself (paragraphs 37 and 43-47).

5. Court's Analysis

Objective construction of the notice

The court applied the approach summarised in Advance JV v Enisca Limited [2022] EWHC 1152 (TCC). The question was how a reasonable recipient, with knowledge of the contract and objective context, would understand the document. Subjective understanding and the adjudicator's experience did not replace that test (paragraphs 20-22 and 31-32).

February 2022 was not final

A reasonable recipient would not have regarded the February 2022 material as the clause 4.24 final statement. It was headed as a draft, contained forecasts and estimates, and promised later information. The February 2024 statement was therefore the relevant statement (paragraphs 29-36).

Construction of the conclusivity clause

Clause 4.24.6 required the Employer to give notice disputing something 'in' the final statement. The court held that the statement had to be issued before such a notice could be given. Correspondence predating the February 2024 statement did not satisfy the clause (paragraphs 48-50).

No declaratory relief

Oakland failed on both issues and the court could not grant its requested declarations. Stepnell had asked for declarations in its skeleton argument, but accepted that the court lacked jurisdiction to grant them without a pleading or application notice (paragraphs 51-53).

6. Decision and Outcome

Winner: The Defendant (Stepnell Limited) succeeded.

Result: The court held that the February 2022 statement was not Stepnell's final statement and that the February 2024 statement was the relevant statement under clause 4.24. Correspondence sent before the February 2024 statement could not prevent conclusivity under clause 4.24.6, so Oakland's requested declarations were refused (paragraphs 34-36 and 48-52). The Claimant (Oakland Wantage Care Home Limited) did not succeed on this application.

Practical Effect: Oakland did not obtain a declaration permitting it to reopen the final account on the grounds advanced in the Part 8 claim. The parties were directed to draw up an order reflecting the judgment and to seek agreement on costs (paragraphs 52-53).

Rulings on the two issues

Issue 1: The February 2022 material was a draft and not the clause 4.24 final statement. The February 2024 statement was the relevant statement (paragraphs 34-36).

Issue 2: Notice under clause 4.24.6 could only dispute something in a final statement after that statement had been issued. Oakland's earlier correspondence was insufficient (paragraphs 48-51).

Order and costs

The court declined Oakland's requested relief. It also declined to grant declarations sought only in Stepnell's skeleton argument because there was no pleading or application notice supporting them. The parties were invited to agree an order and costs, with any remaining matters to be resolved later (paragraphs 52-53).

7. Key Legal Principles and Practice Points

Notices are construed objectively

The status of a contractual payment document depends on how a reasonable recipient in the parties' position would understand it. The document's purpose, contractual setting, language and objective context are relevant; subjective intention is not decisive (paragraphs 20-22 and 31-34).

Draft language can determine status

A document described as draft or forecast and containing provisional figures may fail to operate as a final statement even if sent during final account negotiations. The document must objectively perform the contractual function asserted for it (paragraphs 29-36).

Conclusive evidence provisions are applied by their wording

Clause 4.24.6 required notice disputing something in the final statement. That wording made issue of the statement a precondition to the contractual notice, so older correspondence about similar items did not suffice (paragraphs 39-50).

Practice Implications

For Claimants:
Identify the document said to be the final statement and test every label, qualification and promised update against the contract. If a conclusivity clause requires notice about matters in that statement, serve a fresh and express notice after receipt. Do not assume that earlier final account correspondence preserves the right to reopen the account.

For Defendants:
Use consistent labels and remove draft, forecast or provisional wording before issuing a contractual final statement. Record the contractual basis, amount and calculation in the document itself. If relying on conclusivity, retain evidence of the issue date, due date and absence of a timely responsive notice.

General Practice Points:
A court will examine what the document objectively communicated rather than what its sender or recipient later says it meant. Adjudication findings do not replace the court's own contractual analysis. Applications for declarations must be supported by the claim form, pleading or a proper application notice.

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.