<span class="news-text_medium">Court:</span> King's Bench Division (Technology & Construction Court)
<span class="news-text_medium">Judgment Date:</span> 6 February 2026
The claimant, Darchem Engineering Limited (“<span class="news-text_medium">Darchem</span>”), sought to enforce by way of summary judgment an adjudicator's decision awarding it the principal sum of £23,944,012 in connection with works carried out at Hinkley Point C nuclear power station in Somerset.
The underlying subcontract was entered into between two unincorporated joint ventures. The main contractor joint venture (“<span class="news-text_medium">BYLOR</span>”), comprised Bouygues Travaux Publics and Laing O'Rourke Delivery Limited (formerly Laing O'Rourke Construction Limited). The subcontractor joint venture (“<span class="news-text_medium">EDEL</span>”), comprised Darchem and Framatome Limited (formerly Efinor Limited). The subcontract related to the procurement, off-site manufacture, pre-fabrication, factory testing, delivery, pre-assembly, installation and testing of stainless-steel pools, pits and tanks, together with associated works.
Darchem alone, while purporting to act jointly and severally as the subcontractor in accordance with the subcontract, brought three adjudications against BYLOR, the third of which was the subject of the present enforcement proceedings. In each adjudication, BYLOR challenged the adjudicator's jurisdiction on the basis that Darchem was not itself a party to the subcontract and was not entitled to commence adjudication pursuant to its relevant provisions. The adjudicator rejected those challenges and issued a decision in Darchem's favour.
The central question before the Court was therefore whether one constituent entity of the subcontractor joint venture was entitled to bring adjudication proceedings in its own name, without joining the other member of that joint venture.
The key issue turned on whether Darchem was a “Party” for the purposes of clause 2.2 of Option W of the subcontract, the dispute resolution provision entitling “any Party” to seek adjudication. If Darchem did not fall within that definition, the adjudicator had no jurisdiction and the application for summary judgment could not succeed.
Constable J dismissed the application for summary judgment, holding that Darchem was not a "Party" as defined by the subcontract and accordingly had no right to commence adjudication proceedings in its own name.
<span class="news-text_medium">Construction of “Party” and “Parties”:</span> The judge accepted the defendants' submission that the subcontract, read as a whole, was drafted on a bilateral basis — that is, as a contract between two parties (the “<span class="news-text_medium">Contractor</span>” and the “<span class="news-text_medium">Subcontractor</span>”), each of which happened to comprise an unincorporated joint venture. Clause 11.2(11) of the Conditions of Subcontract expressly defined “Parties” as “the Contractor and the Subcontractor”.
Throughout the Conditions, the language of “either”, “both” and “the other” was used consistently, all of which was consistent with there being only two contracting parties. Clauses 91.1 and 91.2, which expressly provided that in certain specific contexts a reference to a “Party” was to be treated as a reference to each constituent company individually, reinforced this reading: the existence of such targeted deeming provisions demonstrated that, absent such language, “Party” was not a reference to the individual constituent entities.
<span class="news-text_medium">The Agreement wording:</span> Darchem placed considerable reliance upon the wording in the Agreement, the primary document in the order of precedence, to the effect that "[a]ll of the above are together known as the “Parties”. Constable J rejected the argument that this constituted a definition making each of the four constituent entities a separate “Party”. On a natural reading of the Agreement as a whole, those words meant that all four entities, taken together, comprised the two Parties, two together being known as “the Contractor” and two together being known as “the Subcontractor”. That reading was consistent with the bilateral drafting throughout the Conditions.
The judge further noted that the Agreement itself directed that the meaning of defined words was to be found in the Conditions of Subcontract, such that Darchem could not rely on the order of precedence to override the definition in clause 11.2(11). The judge also rejected the suggestion that each entity's execution of the deed as a deed was indicative of separate "Party" status, observing that, since unincorporated joint ventures have no separate legal identity, execution by the constituent entities was both natural and necessary.
<span class="news-text_medium">Clause 12.6 and “acting jointly and severally”:</span> Constable J also rejected Darchem's argument that the description of the constituent entities as "acting jointly and severally", together with clause 12.6 of the Conditions, conferred upon each entity the unilateral right to act severally in respect of all subcontract obligations including the commencement of adjudication. Clause 12.6 provided for the designation of a notified leader with authority to bind the subcontractor joint venture and its members and further provided that in the absence of such notification the Contractor was entitled, but not obliged, to treat each constituent entity as having authority to bind. No notification had been given in this case and BYLOR had explicitly rejected Darchem's purported authority. The words “acting jointly and severally” were better construed as doing no more than confirming that Efinor Limited was acting together with Darchem as “the Subcontractor” and that their liability to the Contractor was joint and several.
The judge further observed that Darchem's construction, if accepted, would produce significant practical difficulties in the context of adjudication. If each of the four constituent entities were a separate "Party" for the purposes of Option W, it would be theoretically possible for Bouygues and Laing O'Rourke each separately to commence adjudications against Darchem and Framatome individually on the same dispute on the same day, potentially resulting in four concurrent adjudications on an identical issue before different adjudicators, with no procedural mechanism in the contract to prevent such an outcome. That could not have been the parties' intention.
The application for summary judgment was dismissed. As Darchem was not a "Party" as defined by the subcontract, it had no right under clause 2.2 of Option W to commence adjudication in its own name and the adjudicator had accordingly lacked jurisdiction.
This decision serves as an important reminder to practitioners and parties operating under multi-entity joint venture arrangements that the right to commence adjudication, or indeed any form of dispute resolution, will depend critically upon the definition of "Party" in the relevant contract. Where a subcontract is structured bilaterally, with joint ventures on each side, a constituent member of one of those joint ventures will not ordinarily have standing to act unilaterally in its own name unless the contract contains clear and express language to that effect. The judgment also illustrates the Court's willingness, even in the context of adjudication enforcement, to undertake a rigorous analysis of contractual construction where jurisdiction is genuinely in issue.
<span class="news-text_medium">Case Reference:</span> <span class="news-text_italic-underline">Darchem Engineering Limited v Bouygues Travaux Publics, Laing O'Rourke Delivery Limited [2026] EWHC 220 (TCC)</span> (6 February 2026), Mr Justice Constable
