Netomnia Limited v MJ Quinn Integrated Services Limited [2026] EWCH 1824 (TCC)

The recent decision of the TCC in Netomnia Ltd v MJ Quinn Integrated Services Ltd reiterates the point that, where parties have agreed contractual requirements for payment applications, those requirements must be strictly adhered to. A document which clearly seeks payment may still fail to constitute a valid application for payment if it does not contain the information required by the contract.

The Court found that MJ Quinn’s application for payment (“AFP”) did not comply with the payment provisions of the parties’ Master Services Agreement (“MSA”). In particular, the AFP failed to include a reference to the relevant corresponding Purchase Order and omitted key identifying information required to enable Netomnia to verify the claim. As a result, the AFP could not operate as a valid payment notice for the purposes of section 110B(4) of the Housing Grants, Construction and Regeneration Act 1996 (“HGCRA”).

The judgment is also notable for the Court’s rejection of two arguments frequently raised in payment disputes: first, that defects in a contractual payment mechanism render the Scheme for Construction Contracts (“the Scheme”) applicable; and secondly, that a course of dealing gave rise to an estoppel argument that Netomnia could not rely on contractual non-compliance.

Netomnia reinforces a consistent theme from the TCC: where parties have agreed a payment regime including content requirements in applications, the courts will enforce it as written. Seemingly administrative requirements may form a fundamental part of that regime and cannot be disregarded simply because the recipient understands that payment is being sought.

While the underlying project was complex with a number of elements that meant the content to be provided aided the payment process, it is expected that the same principle of compliance with administrative requirements will be applied to all construction contracts.

Key Takeaways

• Contractual requirements matter: A payment application must comply with the contract’s express requirements if it is to trigger the statutory payment regime.
• Supporting information may be essential: Information required to verify a claim, such as identifiers, references and purchase order numbers, can be mandatory rather than merely administrative.
• The Scheme is not a fallback for non-compliance: Failure to follow a contractual payment procedure does not, by itself, make that procedure inadequate under the HGCRA.
• Estoppel remains difficult to establish: Previous dealings will rarely prevent a party from relying on contractual requirements absent clear evidence of a shared and communicated assumption.

Background

Netomnia is the operator of a fibre-optic network. MJ Quinn is a contractor engaged in the design, installation and maintenance of telecommunication and electrical systems. Netomnia engaged MJ Quinn to carry out infrastructure works under an MSA entered into in April 2021. The MSA contained a detailed payment regime governing applications for payment, payment notices and pay less notices.

On 5 February 2026 MJ Quinn submitted one of a large number of AFPs issued on the same day totalling £4.7 million. The AFP in dispute sought payment of £3,770.84 and identified the relevant Work Order. However, it did not include the corresponding Purchase Order number, or any of the unique identification numbers – labelled Polygon IDs – Netomnia assigned for their works, and which were available to MJ Quinn. Netomnia declined to make payment and contended that the AFP was invalid.

MJ Quinn referred that dispute to adjudication, and the adjudicator concluded that the application was valid and that Netomnia’s payment notice had been served late.

Netomnia commenced Part 8 proceedings seeking, amongst other claims, declarations that the AFP failed to comply with the requirements of the MSA and was therefore incapable of operating as a valid payment notice under section 110B(4) HGCRA. MJ Quinn resisted the claim, arguing that the application was compliant and, alternatively, that the contractual payment mechanism was inadequate such that the Scheme applied, and further that Netomnia was estopped from relying on any non-compliance due to the parties’ course of dealing.

Decision

Mr Justice Eyre found for Netomnia.

The key issue was whether the application complied with the contractual requirements in clause 6.5 of the MSA, Clause 6.5.4 of which required that an AFP be “accompanied by such documentation and other information with respect to the invoice as may reasonably be required to verify the invoice.”  The Court held that it did not. The omitted identification numbers constituted information that was reasonably required for Netomnia to verify the accuracy of the sums claimed. In the context of a nationwide telecommunications project involving thousands of work locations and assets, a Work Order reference alone was insufficient.

The Court also found that the application failed to comply with the contractual requirement to reference the corresponding Purchase Order. The relevant Purchase Order had previously been provided to MJ Quinn, and the fact that it may not have been properly processed internally did not excuse its omission from the application.

Having found that the application failed to satisfy the contractual requirements, the Court held that it could not constitute a valid payment notice under the HGCRA.

The Court rejected MJ Quinn’s argument that the contractual mechanism itself was inadequate and should therefore be replaced by the Scheme for Construction Contracts. The problem was not the mechanism; it was the contractor’s failure to comply with it.

The estoppel by convention defence also failed. Mr Justice Eyre found no evidence of a sufficiently clear and shared assumption that applications lacking the contractual information would nevertheless be treated as compliant, finding that at best “there were occasions when a payment application was made and accepted without a Purchase Order reference being given”, within the context of hundreds of payment applications.

Commentary

This is yet another example of the courts’ continued emphasis on strict compliance within the construction payment regime.

The decision illustrates that courts will distinguish between a document that communicates a demand for payment and a document that satisfies the contractual requirements necessary to trigger statutory payment consequences. Parties sometimes treat references, purchase order numbers and supporting identifiers as administrative formalities. Netomnia demonstrates that such information may instead be a central component of the agreed valuation and verification process.

The judgment provides useful guidance on the interaction between contractual payment mechanisms and the HGCRA. The Court was unwilling to conclude that a payment regime was inadequate merely because one party had failed to follow it. Parties cannot rely upon the Scheme as a means of escaping contractual requirements that they have agreed and subsequently ignored.

Finally, the Court’s approach to estoppel is consistent with recent authority. A pattern of conduct or an informal understanding will rarely displace clear contractual language. Unless there is compelling evidence of a mutual and communicated assumption, parties remain entitled to insist upon strict compliance with the payment procedure. Whilst in this case MJ Quinn offered little evidence of a course of conduct, Mr Justice Eyre reiterated the restrictive requirements of an estoppel by convention that he had recently articulated in Deerns UK Ltd v VDC LHR11 Ltd [2026] EWCH 1509 (TCC).

The practical lesson is straightforward: if a contract specifies the information that must accompany a payment application, that information should be treated as mandatory. Failure to include it may prevent the application from taking effect altogether, irrespective of the underlying merits of the claim.

If you have any questions regarding the information discussed in this article, or how this decision may impact you, please contact James Vernon.