TCC Clarifies Adjudication Rights in Joint Venture Contracts

In the recent Technology and Construction Court decision, Darchem Engineering Ltd v Bouygues Travaux Publics & Anor [2026] EWHC 220, Mr Justice Constable refused to enforce an adjudicator’s award of approximately £23.9 million.

The case arose out of works at the Hinkley Point C project and concerned a subcontract between two unincorporated joint ventures (JVs). One constituent member of the subcontracting JV commenced adjudication proceedings in its own name. The Court held that it was not a “Party” as defined in the subcontract and therefore had no contractual entitlement to refer a dispute to adjudication unilaterally. The adjudicator accordingly lacked jurisdiction and enforcement was refused.

The judgment provides an important reminder that, particularly in complex JV structures frequently used on major infrastructure and nuclear projects, careful attention must be paid to the contractual definitions of “Party” and relevant contract terms, including the agreed dispute resolution mechanism.

Key takeaways

• The Court will give effect to defined terms and read them consistently throughout the contract.
• A constituent member of an unincorporated JV will not, without clear wording, be treated as a separate contractual “Party” for the purposes of adjudication.
• Joint and several liability does not equate to a unilateral right to exercise contractual remedies on behalf of the JV.
• On major infrastructure and nuclear projects utilising JV structures, careful consideration should be given to the contractual matrix and the practical operation of dispute resolution provisions.

Background and facts

The dispute arose out of works at Hinkley Point C. The main contractor, BYLOR, was an unincorporated JV comprising Bouygues Travaux and Laing O’Rourke Delivery Ltd. The subcontractor, EDEL, was another unincorporated JV comprising Darchem Engineering Ltd (Darchem) and Framatome Ltd.

The subcontract was executed as a deed by all four companies. It recorded that the contractor entities acted jointly and severally as the “Contractor”, and the subcontractor entities acted jointly and severally as the “Subcontractor” and referred to all four entities as being “together known as the ‘Parties’”.

However, the conditions of subcontract (an NEC-based form incorporating Option W) defined “The Parties” as the Contractor and the Subcontractor without further definition or detail and provided that “any Party” could refer a dispute to adjudication.

Darchem commenced three adjudications in its own name, asserting that it was acting jointly and severally as the Subcontractor pursuant to clause 12.6 of the subcontract (dealing with JVs). Jurisdiction was challenged on the basis that Darchem was not a contractual “Party”, so was not capable of referring a dispute to adjudication in its own name. The adjudicator rejected that challenge and, in the third adjudication, awarded approximately £23.9 million.

Darchem sought summary judgment to enforce the award.

The decision

The central question was whether Darchem, as one member of the subcontracting JV, was a “Party” entitled to refer a dispute to adjudication under Clause 2.2 of Option W in its own name.

The Court applied established principles of contractual interpretation, stressing that defined terms must be given effect and the contract read as a whole. The conditions expressly defined “The Parties” as the Contractor and the Subcontractor. The language used, including references to “either Party” and “the other Party”, reflected a bilateral contract between two Parties, each of which could comprise more than one entity.

The Court also relied on provisions which expressly extended the meaning of “Party” in limited contexts, such as termination, noting the absence of similar wording in Option W. Clause 12.6 imposed joint and several liability and addressed authority within a JV, but did not grant a unilateral right to commence adjudication proceedings.

The contention that the contract’s reference to all four entities being “together known as the ‘Parties’” created four separate contractual Parties was rejected by the Court. Properly construed, the contract created two defined Parties; the Contractor and the Subcontractor.

Darchem was therefore not entitled to commence adjudication unilaterally. The adjudicator lacked jurisdiction and the application for enforcement of the adjudication decision was refused.

Industry implications

This judgment underlines that the Court’s robust approach to adjudication enforcement does not displace the need for a proper jurisdictional foundation for adjudication proceedings. Where the issue turns on contractual construction, the Court will scrutinise the relevant provisions, here, the defined parties and the dispute resolution machinery.

The decision is particularly relevant to the nuclear and wider infrastructure sectors, where unincorporated JVs are commonly used. The case illustrates the distinction between joint and several liability, and the entitlement to exercise contractual rights. Without clear drafting, the Court is unlikely to infer that individual JV members may invoke adjudication independently.

The judgment also indicated that Darchem’s interpretation could create ambiguity or even “chaos” in practice, for example if there was a payment certificate dispute since each JV member could separately take steps to commence an adjudication. This would cut across core principles, and lead to multiple concurrent sets of proceedings on the same issues but with different adjudicators [38-42].

Parties operating under NEC forms, particularly where Option W is incorporated, should ensure that the internal JV authority arrangements align with their intended approach to dispute resolution. Clear drafting at the outset may avoid costly jurisdictional challenges at enforcement stage. Additionally, and as part of an effective adjudication strategy, it is important for parties to follow agreed dispute escalation and resolution processes (as well as the corresponding notice provisions), as the Courts will not readily permit a party to move away from these.

If you have any questions or require assistance regarding drafting and interpreting construction contracts, including in the nuclear sector, or on adjudication strategy and jurisdictional challenges, please contact James Vernon.

Includes commentary contributions from Kayleigh Rhodes