In the recent case of Darchem Engineering Limited v Bouygues Travaux Publics and Anor [2026] EWHC 220 (TCC), the Technology and Construction Court (TCC) considered whether one member of a joint venture can act alone to commence an adjudication, without its joint venture counterpart.
The underlying contract related to works at the Hinkley Point C nuclear power station in Somerset. The main contractor was a joint venture consisting of the two defendants, Bouygues Travaux Publics and Laing O'Rourke Delivery Limited. The joint venture was unincorporated and known as BYLOR.
The subcontractor was another unincorporated joint venture between the claimant, Darchem Engineering Limited, and Framatome Limited (formerly known as Efinor Limited). The second joint venture was known as EDEL.
Darchem brought three adjudications against the defendants. Notably, Darchem brought these adjudications alone, i.e. without the other entity to the EDEL joint venture, Framatome Limited.
BYLOR argued that Darchem could not bring adjudication proceedings acting alone. The adjudicator rejected BYLOR's arguments and in the third of the adjudications to which this case relates, awarded Darchem the sum of £23,944,012.
Darchem applied for summary judgment to enforce the adjudicators' award, and in hearing that application, the TCC had to consider whether one entity within a joint venture was entitled to bring an adjudication in their own name, without the counterpart of the joint venture.
Question of definitions
The terms of the agreement stated that all four entities were together known as the 'Parties', but simultaneously and somewhat contradictorily 'the Parties are the Contractor and the Subcontractor'.
Darchem argued that it had a right to adjudicate as a party because the agreement stated that in relation to the right to adjudicate, 'any Party may at any time… seek adjudication of any Dispute'.
Alternatively, Darchem argued that being 'joint and several' with its joint venture counterpart, Framatome, meant that each party had a right to seek adjudication independently.
Clause 12.6 provided that in the event the subcontractor consisted of two or more companies, each were jointly and severally liable and that they should notify a leader with authority to bind them. However, EDEL had given no such notification of a leader.
BYLOR argued that the definition of the 'Parties' in the agreement as 'the Contractor and Sub-contractor' gave rise to a bilateral contract as opposed to a contract with more than two parties.
Furthermore, they argued that the entire agreement used language consistent with there being only two parties and not four, and that references to a party in the agreement were generally meant to refer to the relevant joint venture and not the four individual companies.
The TCC decided that Darchem was not a party to the agreement and therefore did not have a right to commence adjudication in its own right, i.e. without its counterparty to the joint venture.
Moreover, being joint and several with its other part to the joint venture did not give Darchem authority to commence any adjudications on behalf of the joint venture.
What does the decision mean?
The consequence of the TCC's decision was that the adjudicator had no jurisdiction to make the award it did.
Thus, the adjudicator's award was void and Darchem's application in the TCC for summary judgment against the defendants to enforce the adjudicator's award failed.
This case seems to be in contrast to the court's general willingness to enforce adjudicators' decisions.
It should serve as an important reminder to parties entering construction contracts to ensure that they review, understand, and, if necessary, take advice on, the precise terms of the agreements they are entering into, on a case-by-case basis.
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