

The Employer (Workman) engaged the Contractor (Adi) to carry out design and construction works involving the expansion of existing facilities at Cotteswold Dairy, Gloucestershire.
Differences arose between the parties regarding the scope of Adi’s design responsibility under its JCT Design and Build Contract 2016 which had been amended by the parties.
Workman argued that Adi had inherited responsibility for the existing design contained in the Employer’s Requirements and was responsible for completing the design (including up to RIBA Plan of Work Stage 4 / BSRIA Design Framework for Building Services Stage 4(i) (Stage 4/4(i))). RIBA Plan of Work and BSRIA Design Framework for Building Services are publicly available documents which outline the stages of a construction project from conception to completion. Stage 4 refers to the technical design phase where the design is developed in detail to ensure it is ready for construction.
Adi, on the other hand, argued that that the wording contained in paragraph 1.4 of the Employer’s Requirements that “significant design has been developed to date which has been taken to end of RIBA Stage 4 with some parts of contractor specialist design elements together with Services design to Stage 4 (i)…” amounted to a contractual warranty given by Workman. Adi concluded that the fact that some of the design was not actually up to Stage 4/4(i) gave rise to a breach and/or a “Change” under the Contract.
Adi commenced an adjudication seeking various declarations (including a declaration that its interpretation regarding design responsibility was correct), with a view to establishing a foundation for making financial claims consequent of that in a second adjudication. The Adjudicator agreed with Adi on the design responsibility point and decided that: 1) the design was not completed to Stage 4/4(i); and 2) that Workman had given a contractual warranty that it had completed the design to Stage 4/4(i).
Workman brought Part 8 proceedings in the Technology and Construction Court seeking declarations contrary to what the Adjudicator had decided in the first adjudication, namely that it was not contractually responsible for completing the design of the works to Stage 4/4(i), and that it had not given a contractual warranty that the existing design had been completed in all respects up to Stage 4/4(i). Part 8 proceedings are a specific court procedure available to litigants in the England and Wales designed for cases that do not involve substantial disputes of fact.
In parallel and whilst the parties went about listing the matter for hearing, Adi then commenced a second adjudication pursuing its financial claims flowing from the decision in the first adjudication, and a second adjudication decision was obtained awarding Adi a significant sum arising from Workman’s failure to complete the design to Stage 4/4(i) (and partly for other reasons), which Workman paid.
In relation to the court proceedings, Adi argued that the Part 8 procedure was not suitable because the proceedings raised disputed factual issues in relation to the contractual interpretation point and also because it suggested that it would be inappropriate for the Court to make the declarations sought without a full trial where all factual and legal issues could be dealt with. Further, Adi argued that Workman had given a contractual warranty about the completeness of the Stage 4/4(i) design.
The Court agreed with Workman (although it did not grant all of Workman’s declarations sought on the basis that some of those declarations were too broad).
Regarding the suitability of bringing Part 8 proceedings to determine this discrete contractual interpretation point, the Court concluded that:
As to the contract interpretation of who bore design responsibility, the Court decided:
This insightful decision covers interesting issues, both contractual and procedural.
Firstly, the judgment serves as useful reminder that English courts will primarily rely on the language used in the contract itself when interpreting the parties’ contractual obligations. Extrinsic evidence or pre-contractual discussions (as Adi had sought to rely upon) will have limited influence unless these are explicitly incorporated into the contract or in specific circumstances like identifying the meaning of a descriptive term.
Secondly, the decision also demonstrates how Part 8 proceedings can be used as an effective procedural route for resolving legal points like the interpretation of contract provisions. A claimant can use the Part 8 procedure where they seek the Court’s declaration on a question which is unlikely to involve a substantial dispute of fact.
In this instance, the Part 8 procedure was successfully used as a vehicle to overturn an unfavourable legal finding made by the Adjudicator in the first adjudication decision. Although this can only be done in specific circumstances such as those which arose here, it highlights how Part 8 claims can be used to determine discrete points of law, which can be a powerful strategic tool in resolving a dispute.