1. Can a member of an unincorporated joint venture (“JV”) commence adjudication proceedings in its own name, or must such proceedings be brought by the JV as a whole?

Darchem Engineering Ltd v Bouygues Travaux Publics and another (TCC) 

Factual background

The claimant, Darchem Engineering Ltd (“Darchem“) sought to enforce an adjudicator’s decision ordering payment of £23,944,012, by way of summary judgment.

The dispute arose under a subcontract entered into between two unincorporated JVs (the “Subcontract“). The contractor was BYLOR, an unincorporated JV consisting of Bouygues Travaux Publics and Laing O’Rourke Delivery Limited. The subcontractor was EDEL, another unincorporated JV consisting of Darchem and Framatone Limited.

The sub-contract works involved the procurement, off-site manufacture, pre-fabrication, factory testing, delivery, pre-assembly installation and testing of stainless-steel pools, pits and tanks for Hinkley Point C nuclear power station in Somerset.

Darchem commenced three adjudications, the third of which was subject to enforcement proceedings,  in its sole name. In doing so, Darchem stated that it was “acting jointly and severally as the Subcontractor in accordance with the Agreement and clause 12.6 of the Subcontract“.

In each adjudication, BYLOR challenged the adjudicator’s jurisdiction, arguing that Darchem was not a party to the Subcontract and was not entitled to commence adjudication proceedings. This challenge was rejected by the adjudicator.

The key issue before the court was whether Darchem met the definition of “Party” under the Subcontract and could therefore commence adjudication proceedings unilaterally in its own name.

Judgment

Mr Justice Constable held that Darchem was not a “Party” to the Subcontract in its own right and therefore, could not refer the dispute to adjudication on behalf of EDEL. In reaching the decision, the Court gave the following reasons:

• The drafting of the Subcontract is consistent with a bilateral agreement, rather than one between the four members of the BYLOR and EDEL joint ventures. The Court noted that “it is both linguistically and conceptually coherent” to construe the meaning of “Parties” as meaning the BYLOR and EDEL, rather than the individual constituent members of each JV.
• There are numerous references in the context of the ‘Parties’ to “either”, “both” and “the other” which is language consistent with there being only two parties to the Subcontract.
• Where the Subcontract intended to refer to individual JV members, it did so expressly. For example, clauses 91.1 and 91.2 dealt with the situation where either party suffered winding up, administration or liquidation and stated, “a reference to that Party in this clause is deemed to be a reference to each such company individually“. The Court found this reinforced the conclusion that, unless expressly stated, references to the “Parties” were limited to the two JVs (i.e. both parties to each JV rather than single entities).

Takeaway points

• Individual members of a JV cannot commence adjudication proceedings unless this is expressly provided for within the contract. Where it is the intention of individual members of a JV to have the ability to commence adjudication proceedings, the contract should expressly define each entity as a separate “party” for these purposes.

• Where there is ambiguity, the Court will look at the broader drafting of the contract to determine the parties’ intention. In this case, the Court concluded that the drafting indicated that the Subcontract had only two parties, not four.

2. Can an adjudicator act where the “contract” may never have existed?

High Tech Construction Limited v WLP Trading and Marketing Limited [2026] EWHC 152 (TCC)

Factual background

High Tech Construction Limited (“HTC“) had carried out groundworks and reinforced concrete frame works at WLP Trading and Marketing Limited’s (“WLP“) development at 162 Willesden Lane between 2023 and 2024. An adjudicator appointed under the RICS nomination process determined in October 2025 that HTC was entitled to £2,142,623.35 plus interest, having rejected WLP’s challenges relating to defects and non‑payment. HTC then sought to enforce the decision via summary judgment.

HTC previously secured a freezing order against WLP pending enforcement of this adjudication decision. We discussed this freezing order in our January edition of Adjudication Matters here.

WLP resisted enforcement on three main grounds:

1. Contract existence: WLP alleged that the JCT Design and Build Sub‑Contract relied upon by HTC was never agreed, describing it as a sham.
2. Fraud: WLP argued that the document HTC relied upon had been fabricated or manipulated.
3. Security for payment: Even if enforceable, WLP submitted any enforcement should be conditional on payment into court due to HTC’s alleged impecuniosity.

Judgment

The TCC accepted that the case advanced by WLP went beyond a typical argument about what the contract terms were. Instead, WLP put forward a competing factual narrative, supported by new evidence not available during the adjudication.

The judge characterised the challenge as an “existential” jurisdiction issue: if WLP was right that the JCT contract was never formed, then the adjudicator was never validly appointed, and the entire adjudication process was a nullity.

The judge held that WLP’s case has a real prospect of success and this was not a mere dispute over misdescription of contractual terms. Instead, it went to the very existence of the contract said to give rise to the right to adjudicate. This therefore crossed the threshold for resisting summary enforcement.

The court emphasised:

• Disputes over terms of a contract are usually matters for adjudicators
• But disputes over whether a contract exists at all go to the foundation of the adjudicator’s jurisdiction, which the court must determine

The application for summary judgment was therefore refused, and the dispute will proceed to a full trial to determine whether the JCT contract ever existed.

The court did not need to determine the fraud allegations at this stage; it was enough that WLP had demonstrated a credible case that the JCT contract might be fictitious.

Takeaway points

• Existence vs. terms: This case confirms that while adjudication is designed to provide quick, interim decisions, it cannot operate where the contract said to justify the adjudicator’s appointment may be a fiction.
• Jurisdictional challenges based on contract formation remain one of the few successful bases for resisting enforcement.
• New evidence at enforcement stage can be decisive, particularly where it points to the possibility of fabrication or fundamental misrepresentation.
• Adjudicators should exercise caution where a party raises credible concerns that the underlying contract may never have been formed.

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