Assignee Rights to Adjudicate: Does Assignment Truly Transfer All Rights and Remedies Under Contract?

On 20 January 2026, the Technology and Construction Court handed down judgment in Paragon Group Limited v FK Facades Limited [2026] EWHC 78 (TCC). The ruling determined a previously unanswered question about the standing of construction contract assignees in relying upon statutory provisions when initiating adjudication proceedings.

The Court “found the point finely balanced” [77]. The decision provides clarification where there was no previous direct authority. It is relevant to those involved in adjudications and parties who have taken the benefit of a construction contract via an assignment.

Background

The case concerned an amended JCT Minor Works Contract 2016 under which Office Depot International (UK) Ltd (Employer) engaged FK Facades Limited (“FK”) (Contractor) to remediate the roof of a property. The amendments provided the Employer with the right to assign the benefit of the contract without Contractor consent. Two assignments were made, the second of which was to Paragon Group Limited (“Paragon”) in 2024.

Paragon, in accordance with its assigned rights, subsequently terminated the contract with FK in 2024 and then alleged liability for liquidated damages for project delays in 2025. FK disputed the termination, and Paragon referred the dispute to adjudication. FK asserted that since Paragon was not a contracting party it lacked any entitlement to refer the dispute to adjudication, meaning an adjudicator would lack jurisdiction to make any such decisions. The adjudicator rejected this argument however, finding in Paragon’s favour for £80,500 in damages and £17,787 in adjudicator fees. FK refused to pay, leading to Paragon paying the adjudicator fee and referring the dispute to the Technology and Construction Court for summary enforcement.

Decision

The Court proceeded on the basis that the overarching question to answer was whether an assignee had “all of [the employer’s] rights, title, interest and benefit in and to” a contract made between the contracting parties [1]. If so, Paragon possessed the right to refer to adjudication and the adjudicator’s decision was binding on FK. The Court remarked that there was surprisingly no direct authority on this issue.

FK sought to argue that the term “Party” throughout the contract referred exclusively to the original Employer and Contractor, and so the right for “any party” to refer to adjudication excluded assignees. The Court rejected this argument, finding that the contract drafters “did not have a conscious intention to differentiate between the position of an original contracting party and that of an assignee when referring to a “party to a construction contract”” [59].

The Court considered that first principles must be used to analyse assignment and contractual rights. The benefits of a contract, including the right to refer a dispute to adjudication, are assignable unless expressly excluded, and no such exclusion existed here. Secondly, it had been argued that assignment transfers not only statutory rights, but “all legal and other remedies for the same” [22-23], referencing section 136 of the Law of Property Act 1925. Accordingly, if Paragon had the right to damages, they also had the right to refer to adjudication as a means of recovering that to which it has a right.

FK raised several practical issues caused by assignee rights to refer to adjudication, including issues of confidentiality, complications with proceedings owing to party changes during disputes, inconsistency issues if different parties brought consecutive adjudication proceedings, among other conceptual practical issues. The Court noted the risks or complications raised by FK but found these “insubstantial” [41].

Accordingly, the Court held that contractual rights and remedies under the contract were not limited to the original contracting parties. Therefore, Paragon had the right to refer to adjudication and FK must comply with the adjudicator’s decision.

Commentary

Assignment and the statutory right to adjudicate

The Court found that the Assignee (Paragon) was entitled to refer to adjudication, even in circumstances where the contract did not contain the often-seen wording at the end of the Party recitals “or its permitted assigns, successors…” (or similar). The Court found “the contract and the Scheme can be read as if the words “or any legal assignee of such party, where applicable” were incorporated into the definition of a Party [77]. This interpretive approach aligns with the way remedies under standard commercial contracts are generally understood to travel with an assigned right although best practice is to be as clear in the express wording agreed.

Further, if Paragon was unable to pursue a claim open to and on the same basis as the Employer, then it would undermine the value being assigned to Paragon (i.e. the benefit of the ability of the assignee to enforce the rights assigned on the same basis as the assignor could do). It is possible that parties may seek wording or amendments to documents, such as deeds of assignment, collateral warranties and other security documents, to expressly address the parties’ agreed position in the future.

Practical implications for jurisdictional challenges and enforcement

The Court takes a robust approach to adjudication enforcement. Regarding jurisdictional challenges, this case provides clarification and presents a hurdle to those seeking to raise artificial or contrived arguments without merit in proceedings. Courts will likely reject later attempts to describe the contractual relationship to subvert rights and remedies unless there is clear evidence to the contrary.

Beale & Co regularly advise on and negotiate construction contracts for a range of project types, including the legal and practical implications of assignments, and has experience in adjudication and jurisdictional challenges, including relating to contractual interpretation. If you have any questions regarding the information discussed in this article, or require legal support in view of the issues raised by the decision, please contact James Vernon.

Commentary and contributions supported by Ben Couldrey and Kayleigh Rhodes