1. Does taking a point which was not raised by either party, ignoring undisputed evidence or applying a blanket or arbitrary reduction amount to a breach of natural justice by the adjudicator?

Project One London Limited v VMA Services Limited [2025] EWHC 3304 (TCC) 

Factual background

In our August 2025 edition of Adjudication Matters we covered the case of VMA Services Ltd v Project One London Ltd [2025] EWHC 1815 (TCC) Where Project One London (“POL“) was unsuccessful in resisting enforcement of an adjudicator’s decision despite arguing that the adjudicator lacked jurisdiction to award payment to VMA Services Limited (“VMA“) as VMA was the respondent to the adjudication. The court told POL that it could not seek a true valuation of the account until it had paid the notified sum due.

Having paid the notified sum, POL then referred a true valuation to adjudication. Following the adjudicator’s decision in the true value adjudication. The parties have now been back before the courts with POL resisting enforcement by arguing that there had been a number of breaches of natural justice.

POL argued that the adjudicator had breached natural justice in that:

1. The adjudicator went “on a frolic“, taking a point which had not been raised or argued by either party;
2. The adjudicator ignored undisputed evidence which had actually been adduced by POL and substituted his own unexplained and unsupported guesswork; and/or
3. The adjudicator applied a blanket level of reduction of 50% (ignoring the differences in the underlying findings) and / or applied a confessed “arbitrary” reduction

Judgment

The court rejected POL’s arguments finding that:

1. The adjudicator had not gone on a “frolic” but had fairly applied his conclusions on issues that had been extensively argued before the court;
2. The adjudicator had not ignored the evidence, but if he had then such a failure must be “deliberate” in order to amount to a breach of natural justice. If the adjudicator had misunderstood the evidence, then this was an error of fact or law not a breach of natural justice; and
3. Regarding the blanket or arbitrary reduction, the adjudicator was providing an approximate valuation based upon his extensive experience which was “exactly what the courts require adjudicators to do: no more and no less“.

In reaching it’s conclusion the court observed that even if any of the above three points had been found to be a breach of natural justice they would not have been sufficiently material to warrant a refusal to enforce the adjudication award.

Finally, the court remarked that this was a classic case of a losing party seeking to ” to comb through the adjudicator’s reasons and identify points upon which to present a challenge under the labels “excess of jurisdiction” ” or “breach of natural justice”.

Takeaway points

Natural justice arguments remain a very high bar to resisting enforcement of an adjudication decision. Not only must the breach be proven but that breach must be sufficiently material to warrant a refusal to enforce the award.

The courts will be alert to losing parties who seek to build any minor point into an argument to resist enforcement.

2. The Court provides a useful reminder that observance of variation requirements in not optional.

GSY Hospitality Ltd v Gladstone Court Developments Ltd [2025] EWHC 3231

Factual background

GSY Hospitality Limited entered into a sale and purchase agreement (“SPA”) with Gladstone Court Developments Limited (“GCDL”) for the acquisition of a hotel development at 1 and 3–5 Great Scotland Yard, London. Under the SPA, GSY agreed to purchase the leasehold interest once construction and fit‑out works had been completed.

During the development, the parties entered into a variation agreement (the “Variation Agreement”), which altered the scope of works, the number of hotel rooms, and how certain construction costs were to be apportioned. These changes were also reflected within an operating services agreement executed in connection with the development.

A dispute later arose when GCDL contended that the agreed construction cost apportionment had been superseded by a further oral agreement, which imposed a cap of £800,000 on GSY’s contribution to costs (the “Cap”). The dispute was referred to expert determination.

The expert ultimately accepted GCDL’s position and upheld the existence and effectiveness of the oral agreement and the Cap. This was despite, the No Oral Modification clause (“NOM clause”) contained in the Variation Agreement and the operating services agreement.

GSY applied for summary judgment pursuant to CPR 24 to declare the expert determination to be non-binding, on the basis that the expert’s determination was erroneous.

Judgment

GSY argued that the expert had wrongly determined that the oral agreement was valid, notwithstanding:

• the entire agreement clauses; and
• the express NOM clauses.

Further, the SPA stated the following in respect of expert determination which would allow the expert’s finding to be set aside:

“Decisions of the Specialist will be final and binding on the Parties except in the case of manifest error or in relation to questions of law.”

The court held that the expert’s failure to consider (or apply) the NOM clauses amounted to an error of law, thereby falling within the above exception. Summary judgment was therefore granted, and the expert determination was declared non-binding.

The court relied on the Supreme Court’s decision in MWB Business Exchange Centres Ltd v Rock Advertising Ltd [2018] UKSC 24, quoting Lord Sumption:

“The natural inference from the parties’ failure to observe the formal requirements of a No Oral Modifications clause is not that they intended to dispense with it but that they overlooked it. If, on the other hand, they had it in mind, then they were courting invalidity with their eyes open.”

GCDL also argued that GSY should be estopped from relying on the NOM clause because it had not challenged interim payment applications that referenced the Cap. The court rejected this argument, holding that estoppel cannot be deployed so broadly as to defeat the certainty that NOM clauses are intended to achieve.

The court confirmed that an estoppel argument requires: (1) Unequivocal words or conduct representing that an informal variation is nevertheless valid; and (2) Reliance on that representation going beyond the mere existence of an informal promise.

Finally, in accordance with the Court of Appeal decision in Premier Telecommunications Group Ltd v Webb [2014] EWCA Civ 994, the Court confirmed that once it is shown that an expert departs from their instructions in a material respect, the Court is not concerned with the effect of that departure on the result – the determination is not binding. In other words, an expert can reach the correct conclusion by incorrect means, but the determination will not be binding.

Takeaway points

Although this case does not concern adjudication, it relates to a similar dispute resolution process in expert determination and offers an important reminder that parties must comply with the contractual procedures and formalities they have consciously agreed to. The Court’s reasoning underscores that agreed mechanisms, such as formal variation requirements, must be observed. Accordingly, informal arrangements, however common in the construction industry, cannot override clear contractual terms unless made in accordance with those terms.

3. Will the court renew a freezing order to prevent dissipation of assets pending a hearing to enforce an adjudicator’s decision?

High Tech Construction Ltd v WLP Trading & Marketing Ltd [2025] EWHC 3209 (TCC) (8 December 2025) 

Factual background

In November 2025 High Tech Construction Limited (“HTC“) obtained an adjudication award of £2.1m against WLP Trading and Marketing Ltd (“WLP“) in relation to some groundworks carried out on a project for WLP.

Later that month HTC successfully obtained a freezing order against WLP (ex-parte) pending an application to enforce the adjudicator’s decision.

The matter appeared in court for a renewal of the freezing order in December pending an application to enforce the adjudication decision to be heard in January 2026.

Judgment

The court held that the relevant test for the freezing order in this case were:

1. A good arguable case on the merits;
2. A real risk that a judgment to enforce the Adjudicator’s Decision will go unsatisfied by reason of WLP disposing of its assets unless an injunction is granted; and
3. Whether it is just and convenient to grant the order.

The court found that HTC had a good arguable case to enforce its adjudication award. The court noted the very low statistical prospects of defeating an enforcement application.

On the disposal of asset point the court agreed with HTC that there was a real risk of dissipation of the assets of WLP. It noted a number of WLP’s actions including:

• Taking a further charge out on the development concerned.
• An attempt to sell the development.
• An ability to place any funds realised abroad easily and therefore beyond the jurisdiction of the court.
• Noncompliance with the freezing order at the date of the hearing.
• The financial standing of WLP, including cash at hand.

The renewal of the freezing order was granted as being both convenient and just.

Takeaway points

Obtaining and the subsequent renewing of a freezing order can be an effective way to prevent the dissipation of funds pending enforcement of an adjudication award.

The adjudication award itself is evidence of a good case in support of a freezing order. However, the likelihood of dissipation of funds is a key issue. This will need to be supported by evidence as to why and how the funds might be dissipated.

How we can support you

If you have any queries about this bulletin or would like to know more about adjudication, please contact Carly Thorpe, Andrew Dixon or Ibrahim Alyas.

If you’d like to receive this and other similar updates direct to your inbox, please click the link here.

Explore our Adjudication Basics video series here.