Murnells London Limited v Christopher Beale

1. By Part 7 proceedings issued on 10 th June 2025 and an accompanying application supported by the first witness statement of Megan Crook of the Claimant’s solicitors of the same date [031], the Claimant seeks summary judgment against the Defendant in the sum of £365,332.97 plus interest, through the procedure approved of by the TCC, by way of enforcement of the decision [658] of Andrew Essam acting as a construction dispute adjudicator (“the Adjudicator”), dated 14 th May 2025, the Defendant having failed to abide by the outcome of that adjudication. By Order of 18 th June 2025 Waksman J transferred the proceedings to the TCC at Liverpool and certified that they are suitable for disposal by a District Judge.

2. The Defendant acknowledged service on 24 th June 2025 but has filed no Defence, which fact has been the subject of some criticism from Mr Egan for the Claimant. However, unless a Defendant is seeking, within the same proceedings, declaratory relief of the type envisaged by section 9.4 of the TCC Guide, it seems to me that a Defendant in this situation is not obliged to file a Defence (having acknowledged service in order to avoid default judgment), see CPR r. 24.4(4). Instead, the Defendant relies upon witness evidence in opposition to the application, namely the statements of Clare Reed of the Defendant’s solicitors [1693], dated 4 th July 2025, of the Defendant [1697] also of 4 th July 2025 and of William Lloyd [1708] and Richard Fay [1713] of the Defendant’s Quantity Surveyors, dated 4 th July 2025 and 3 rd July 2025 respectively. The Claimant’s further witness evidence in response consists of the statements of Richard Mould of the Claimant’s solicitors [2016], Michael Tierney, sole director of the Claimant company [2224] and Tatjana Stepanic, in-house accountant with the Claimant [2311], each dated 25 th July 2025. Background and the issues before the Court

3. The factual background is complex and deserves setting out in some detail. The Defendant is the owner of Foxhill Manor in West Haddon, Northamptonshire and there wished to carry out some works of renovation. At the material time the Architects were Ascot Design (“AD”), acting as contract administrator and the Quantity Surveyors were White & Lloyd (“WL”). The Defendant is also CEO of his own company, CBTax, to which he says he devoted almost all of his time [753/8]. The tendering process, organised by WL, resulted in the Defendant considering a company called “Murnells Limited” (“ML”) (now in administration). The Defendant says he was interested in proceeding with ML, had a meeting with ML on 5 th June 2023 and a letter of intent (“LoI”) [813] dated 9 th June 2023 was signed by the Defendant and his brother before being signed by Mr Tierney (also sole director of ML [2225/8]) on 13 th June 2023 “For and on behalf of Murnells Limited” [821].

4. Various attempts were made thereafter to obtain signatures to a full construction contract, which was, however, susceptible to expiry within the “Docusign” system before both parties had signed the one e-document. Mr Tierney signed on 23 rd January 2024 [2295] and again on 25 th January 2024 [2296]. The latter iteration had expired by the time the Defendant signed a further iteration on 4 th July 2024, albeit Mr Tierney refused to sign again, given the then historical nature of the document, as scope and contract sums had somewhat moved on. Nevertheless, it is agreed that the signed e-document iterations were identical in all material aspects. However, importantly, the contractor as stated in all the signed contract iterations was not ML , but was rather the Claimant, Murnells London Limited (“ MLL ”).

5. In the meantime, the works were delayed and a “Formal delay notice/Request for Extension of Time” dated 14 th May 2024 (“EoT”) had been sent by email on 15 th May 2024 to AD [2096] in relation to the contract said to be “between Chris Beale, the employer and Murnells Limited, the contractor”, continuing “…we hereby confirm that our completion date has been affected due to reasons beyond the control of Murnells Ltd.” The letter is similarly signed “For and on behalf of Murnells Ltd” [2102] but each page bears the logo “Murnells London”. The email attaching the letter bears a pre-set email signature including “Murnells Ltd is a limited company registered in England and Wales 12245581”. The extension of time sought was until 11 th November 2024. Further particulars were requested by AD and supplied [2117], although this email is undated in the bundle (but suggested by Mr Egan to have been supplied on 22 nd October 2024, drawn from the apparent original date on the programme documents at [2141 – 2143] including a programme of works extending to 24 th April 2025 (item 94)).

6. No extension of time was forthcoming and on 18 th November 2024 AD issued a formal Non-Completion Certificate to ML [2144]. On 26 th November 2024 the Defendant’s solicitors sent to “Michael Tierney, Director Murnells London Limited” a contractual termination letter on the grounds of repudiatory breach of contract [2145] including alleging that MLL had caused significant delays to the works. The remainder of the letter refers to the contractor as “Murnells”. This was responded to by MLL on 27 th November 2024 [2149] to the effect that the above termination was unlawful and itself a repudiation of the contract.

7. On 20 th February 2025 a termination account simply bearing a “Murnells” logo [470] was issued and on 28 th February 2025 MLL served a first Notice of Adjudication. On 4 th March 2025 the Defendant’s solicitors queried whether this Notice had been properly served in accordance with the requirements of the 1998 Scheme and consequently this first Notice was withdrawn (the Defendant being content for the same adjudicator to be appointed subsequently) and a new Notice was issued on 5 th March 2025.

8. On 13 th March 2025 the Defendant’s solicitors responded to the Notice and the Referral [0730], including the following:- (i) “ Mr Beale reserves its (sic) right to raise any future arguments in relation to jurisdiction in due course, whether previously raised or not. Mr Beale’s submissions in this adjudication are made entirely without prejudice to this right. ” (ii) That no dispute had crystallised in relation to an extension of time for completion of the works to 24 th April 2025, illustrating that the only request from “Murnells” (defined as MLL) had been for an extension to 11 th November 2024.

9. The issue at (ii) above is one of two jurisdictional issues of substance relied upon by the Defendant in opposition to this application (“the crystallisation issue”). The Claimant’s solicitors responded by letter of 14 th March 2025 [0735] rejecting the issue as without merit and the Adjudicator responded on the same date declining to resign [0742], “ I do not consider that Mr Beale's challenge has been made out… it seems to me that on the evidence provided [the EOT claim] was aired before the dispute crystallised and the general gist of Murnell's claim was known… the disputed claim is not limited by the evidence or arguments submitted by either party prior to the referral. ”

10. The Adjudicator then requested some further documentation by 19 th March 2025 and required the Defendant’s Response by 28 th March 2025. Paragraph 15 of this letter provided:- “ If Mr Beale intends to raise any further threshold jurisdictional challenges these shall be raised by 4:30pm on Wednesday 19th March 2025 , failing which I will assume that Mr Beale has waived his right to raise any further threshold jurisdictional challenges. ”

11. The second jurisdictional issue of substance raised in opposition to this application (“the contracting entity issue”) then emerged by reference to that paragraph, as intimated by Ms Reed in an email to the Adjudicator on 17 th March 2025 [2023]:- “ It has just come to light that there is a threshold issue in relation to whether this adjudication is being brought by the correct party / the correct entity. This requires some careful consideration of the evidence; evidence that is not currently in the adjudication / provided with Murnells Referral. I therefore reserve Mr Beale’s position in relation to the abovementioned issue. Our investigations are ongoing and because of what you have stated below, I am letting you know that it’s likely that we will need more time to fully articulate this matter, but we should be able to do so by Thursday, 20 March 2025. I also note that Mr Beale’s position remains fully reserved in respect of any further jurisdictional arguments that apply in this adjudication. ”

12. On 20 th March 2025 [2024], the solicitors wrote further:- “ General reservation of rights For the avoidance of doubt, you will understand that Mr Beale reserves its right to raise any future jurisdictional arguments in due course, which may be of any nature, whether previously raised or not. Mr Beale’s submissions in this adjudication are made entirely without prejudice to this right. Murnells London Limited is not a party to the contract Without prejudice to the general reservation set out in this letter, the adjudicator does not have jurisdiction to determine this dispute as the claim has been brought by the wrong party. Alternatively, there is such a degree of doubt as to the correct contracting party, that this adjudication could not be enforced. In that case, you should also resign. As Murnells London is not the correct party to the contract in respect of this matter, it does not fall within the definition of ‘a party’ in section 108 (1) of the Housing Grants, Construction and Regeneration Act 1999 (sic) (as amended) and therefore there it has no right to adjudicate. ”

13. The letter made points in support of that contention, including the following:- (i) Evidence shows that the tender was supplied by ML; (ii) ML was named as the principal contractor in the signed LoI with the intention that the same parties would be party to a subsequent Building Contract; (iii) The issues with signature meant that there was no executed contract in the name of MLL and the contract was formed by means of the LoI in the name of ML, supported inter alia by:- (a) Payments by the Defendant were all made to ML pursuant to invoices issued by ML, some of which, it was conceded, bore the Murnells London logo; (b) The interim certificates issued by AD named ML as the contractor; (c) The request for an EoT was made by ML.

14. On the same date, the Claimant requested time to respond [1665] to which the Defendant objected [1661]. The time was granted. The Claimant’s position provided in its letter of 25 th March 2025 [1031] is summarised in the Adjudicator’s decision letter of 26 th March 2025 [1674], namely that the contract was as circulated on or around 22 nd September 2023, reflecting the outcome of discussions and negotiations post LoI and reflecting the agreement between the parties. The Claimant also contended that the challenge was insufficiently prompt.

15. The Adjudicator rejected the jurisdictional challenge on the basis that WL had issued the contract identifying MLL as the contractor with the Defendant’s authority and the signature to it by Mr Tierney in January 2024 represented a concluded contract between MLL and the Defendant, superseding the LoI. He also considered that “there (was) some force” in the promptness argument, but did not need to decide that issue. Preliminary point

16. Mr Egan for the Claimant takes preliminary issue with matters raised in Mr Wygas’ skeleton argument at paragraph 30 on the contracting entity issue:- “ The evidence above shows, that there is more than an arguable case that: i) Mr Beale entered into an agreement with Murnells Limited, as recorded in the Letter of Intent. When the £100,000 limit set in the Letter of Intent expired (which it did long before any version of the Contract was agreed by Mr Beale), that limit was waived. There is no requirement for any amendment to the agreement set out in the Letter of Intent to be in writing and it expressly provides for extending the limit of £100,000 (see clause 9 [818] ). ii) Alternatively, under clause 2.2 of the Letter of Intent [815] , it provided that ‘If there is any conflict or difference between this letter and the Building Contract, this letter prevails’. Therefore, even if (which is denied) Mr Beale is bound by the wording of the Contract, the conflict between that and the Contract (in relation to the naming of the contractor) would mean that the contractor named in the Letter of Intent (namely Murnells Limited) would prevail. iii) Alternatively, that if the Contract was agreed as Murnells London Limited asserts (and it is not accepted that it was), then it should be rectified to refer to Murnells Limited as the contractor. ”

17. As to (i), Mr Egan says that the waiver of the £100,000 limit has only been raised now by the Defendant and for the first time, the relevance of that limit having been pointed out by the Claimant in its response to the raising of the contracting entity threshold issue on 25 th March 2025 at paragraph 1 [1034], “ On any legal analysis, the LOI cannot possibly be the contract which governs the relationship between Mr Beale and a Murnells company for the works carried out at Foxhill Manor that are the subject of this adjudication. This is because the LOI, at clause 1.1 specified a Maximum Amount of £100,000.00, by clause 5 that was the maximum liability of the LOI employer unless there was pursuant to LOI clause 9.1.2 a notified increase of that Maximum Amount and no such notification was given ”

18. As to (ii), Mr Egan says that the LoI prevailing over the contract in the case of a conflict has never been raised before this point in the skeleton.

19. As to (iii) and the argument as to rectification of the contract, once again Mr Egan says that this has never been alleged previously and is effectively raising a new Defence argument at this stage. The only prior reference to rectification, he points out, was actually raised by the Claimant in the same response letter at paragraph 20 [1037], “ The sole basis of the Challenge is that “the contract in respect of this matter” is the LOI... It is denied, if it be alleged, that there could be any valid jurisdictional challenge on the basis that the DocuSign Contract was issued in the name of the wrong Murnell company. That is denied in any event for the reasons set out above. Additionally, and without prejudice to that position, such an argument would only be capable of being raised if the Contract had been rectified by a Court to replace MLL with ML (but as at the date of this adjudication no such Court Order has been made). It is rare that a Court is persuaded to exercise its equitable discretion to rectify a contact on the basis of alleged mutual mistake, and even rarer (as would have to be Mr Beale’s case) for unilateral mistake. Moreover, for the reasons set out above, Mr Beale would face the significant difficulty that he would be asking for equitable relief when he would not be approaching the Court with clean hands. ”

20. In consequence, says Mr Egan, these arguments should not be permitted to be run as being tantamount to being asked to decide that the Adjudicator should have resigned on the basis of arguments not raised before him.

21. In the course of his submissions, by way of response, Mr Wygas suggested that these are simply arguments founded upon the evidence before the Court and that, in a fast track process such as adjudication followed by enforcement, it cannot be right to refuse to allow last minute arguments as matters come to light. The contractual entity issue was before the Adjudicator, but to set out every precise point of argument would result in an unacceptable slowing down of the process. The appropriate middle ground to be adopted, it is said, is that, once the jurisdictional ground is set out and a non-binding decision is reached, the responding party can raise the point at enforcement and “add further detail if appropriate” by way of sub-points by way of supporting the overarching jurisdictional point. Otherwise, the process would be tipped unfairly towards the referring party who already has the advantage of a quick dispute resolution process.

22. I am satisfied that the points of argument founded on the evidence as raised by Mr Wygas at paragraph 30 of his skeleton argument were not raised by the Defendant to be addressed by the Adjudicator at the threshold stage of the process. It seems to me, therefore, that the question for me is whether the Defendant should be taken to have waived the right to make these arguments at the enforcement stage.

23. I find assistance in the principles drawn from previous cases (short form references in italics in the judgment extract) and the approach then laid down by Coulson LJ at the Court of Appeal stage of Bresco Electrical Services v Michael J Lonsdale [2019] EWCA Civ 27 @ 92:- “In my view… the applicable principles on waiver and general reservations in the adjudication context are as follows: i) If the responding party wishes to challenge the jurisdiction of the adjudicator then it must do so “appropriately and clearly”. If it does not reserve its position effectively and participates in the adjudication, it will be taken to have waived any jurisdictional objection and will be unable to avoid enforcement on jurisdictional grounds ( Allied P&L ). ii) It will always be better for a party to reserve its position based on a specific objection or objections: otherwise the adjudicator cannot investigate the point and, if appropriate, decide not to proceed, and the referring party cannot decide for itself whether the objection has merit ( GPS Marine ). iii) If the specific jurisdictional objections are rejected by the adjudicator (and the court, if the objections are renewed on enforcement), then the objector will be subsequently precluded from raising other jurisdictional grounds which might otherwise have been available to it ( GPS Marine ). iv) A general reservation of position on jurisdiction is undesirable but may be effective ( GPS Marine; Aedifice ). Much will turn on the wording of the reservation in each case. However, a general reservation may not be effective if: i) At the time it was provided, the objector knew or should have known of specific grounds for a jurisdictional objection but failed to articulate them ( Aedifice, CN Associates ); ii) The court concludes that the general reservation was worded in that way simply to try and ensure that all options (including ones not yet even thought of) could be kept open ( Equitix ).”

24. I note the general reservation as set out as paragraph 12 above, followed by the specific point relied upon. The reasons given then followed and the adjudicator set those out in his decision on this point at paragraphs 1 to 4 of his letter.

25. The overall impression I gain from Coulson LJ’s approach is that the TCC should be wary at all times of undermining the “pay now, argue later” approach, see para. 91:- “In my view, the purpose of the 1996 Act would be substantially defeated if a responding party could, as a matter of course, reserve its position on jurisdiction in general terms at the start of an adjudication, thereby avoiding any ruling by the adjudicator or the taking of any remedial steps by the referring party; participate fully in the nuts and bolts of the adjudication, either without raising any detailed jurisdiction points, or raising only specific points which were subsequently rejected by the adjudicator (and the court); and then, having lost the adjudication, was allowed to comb through the documents in the hope that a new jurisdiction point might turn up at the summary judgment stage, in order to defeat the enforcement of the adjudicator’s decision at the eleventh hour.”

26. I draw the following from the above principles: (i) Any jurisdictional challenge must be appropriate and clear; (ii) The purpose of preferring a reservation of position based on specific objections is to permit an adjudicator to investigate the point and to enable the referring party to decide whether the objection has merit; (iii) Specific jurisdictional objections can be revisited at the enforcement stage; other jurisdictional grounds which might have been available to the objector are to be precluded; (iv) Although to be avoided, general reservations may be sufficient, dependent upon the wording used. This is less likely if the objector knew or ought to have known of specific grounds for a jurisdictional objection, but failed to articulate them.

27. Applying the above to the points relied upon, I note the following:- (i) The Defendant, on 20 th March 2025, reserved the right to raise “future jurisdictional arguments in due course, which may be of any nature, whether previously raised or not”; (ii) The Defendant raised the specific objection that the claim giving rise to the dispute had been brought by the wrong party, namely MLL (asserted not to be a party to the contract) rather than ML (asserted to be the contracting party), or there was a sufficient degree of doubt as to the correct party; (iii) The basis upon which the Adjudicator was able to investigate the point and enable the Claimant to assess the merit of the objection was contained in the detailed supporting grounds which were being assembled seemingly at some point between 14 th (at the earliest and certainly by the 17 th ) and 20 th March 2025; (iv) The supporting grounds as to waiver, the prevailing of the LoI over an otherwise binding building contract or the requirement for rectification were not raised for the consideration of the Adjudicator or the Claimant.

28. Considering these matters overall, I conclude that the nature of the “pay now, argue later” approach requires the Court to be cautious in relation to general reservations which might be aimed at an impermissible level of expansion of jurisdictional issues at the enforcement stage. This answers, in my view, Mr Wygas’ complaint about fast track processes and potential unfairness. There is a fast track process on policy grounds and only limited exceptions are to be permitted. If this results in temporary rough justice, then that is to be anticipated, in my view.

29. As to argument (i), I am not persuaded that this expansion should be permitted at this stage. In my view the Defendant ought reasonably to have been aware of the need to factor in this specific supporting ground by 20 th March 2025 for the consideration of the Adjudicator and the opponent and by failing to articulate it, should be taken to have waived his right to rely upon it at this stage, not being saved by the overly general reservation wording utilised.

30. Even if I am wrong about not permitting this argument to be relied upon at this stage, I would not be satisfied that it would have sufficient prospects of success to defeat the Claimant’s application, starting with the reasons outlined by Mr Egan in his submissions, namely that the pathway for waiving the £100,000 on the Defendant’s liability under the LoI patently required notice in writing, as navigated in this way:- (i) Cl. 9.1.2 of the LoI required notice [818]; (ii) Cl. 16 of the LoI required notices to be served in accordance with cl. 1.7 of the “Building Contract” [820]; (iii) Cl. 1.1 of the LoI defines the “Building Contract” as “JCT Intermediate Form of Building Contract with Contractor’s Design 2016 edition” [813]; (iv) Cl 1.7.1 of those Conditions requires expressly referred to notices to be in writing [75].

31. It is not in dispute that no such written notice was given. Mr Wygas was then forced back into arguing that not only had the limit been waived, but that (contrary to the assertion in his skeleton as to the lack of requirement for written notice) the requirement for written notice was also waived. Given the difference between the limit of £100,000 and the contract sum in excess of £2 million [815] and the provision by Mr Fay on behalf of the Defendant on 24 th August 2023 of a draft contract referring to MLL as the contractor [2309] (see further below), this falls far short of having sufficient prospects of being accepted as the sort of clear and unequivocal conduct required for such an all-encompassing waiver, in my judgment.

32. As to arguments (ii) and (iii), in that the entire developed thrust of the Defendant’s threshold argument before the Adjudicator was that there was no written executed building contract at all (the “doubt” issue not appearing to have been specifically developed), these attempts to argue two fall back positions, should there be found to have been an executed contract or a binding contract incorporating the terms of the building contract, ought, in my view, to have been presented clearly for the consideration of the Adjudicator and the Claimant and the Defendant ought to have been in a position so to do. To accept them as having been sufficiently presented under the umbrella argument as to the contracting entity or sufficiently reserved by the broad reservation would be to encourage a level of expansion which is to be avoided in this intended straightforward and streamlined process. I therefore find that these arguments should be treated as having been waived for present purposes.

33. In consequence, as to the contracting entity issue, in my judgment the grounds for the Court’s consideration are correctly and sensibly to be confined to those put forward in the Defendant’s letter of 20 th March 2025. Can, in consequence, the Defendant demonstrate more than a fanciful prospect of establishing that MLL was not a party to the relevant contract?

34. Given the extensive submissions made by both parties and the impact of my above decision(s) on the preliminary point, I do not propose to rehearse those submissions in their entirety here, for reasons of expedition and proportionality. I have, of course, considered everything pertinent to the residual issues put before me before reaching my decision.

35. Mr Wygas has undoubtedly shown many matters on the documentary evidence where ML features, where one might have expected MLL to do so instead, not least the tender process, the investigation of ML’s financial resources and the LoI. The fact that Mr Tierney says that the inclusion of ML rather than MLL in the LoI was mistaken on his part does not render its actual inclusion an irrelevant part of the evidence. Also, payment was made to ML and ML applied for the EOT. All this is potentially persuasive evidence in support of an objective interpretation of the contracting parties.

36. The Defendant’s argued position for the purposes of this jurisdictional issue, however, is that, in the absence of an executed contract, the only document giving rise to a contract capable of adjudication was the LoI. This relies on cl. 2.2 of the LoI [815]:- “ Before execution and completion of the Building Contract, our mutual rights and obligations in relation to the Works and the Specified Works are governed by this letter, supplemented by the Building Contract… ”

37. Although Mr Wygas at para. 8 of his skeleton criticises the Claimant for having four alternatives as to the formation of the building contract, they consist, it seems to me, of 4 methods by which the Claimant demonstrates potential for establishing an executed contract.

38. Mr Egan points out that the draft contract (and indeed the LoI) was prepared by the Defendant’s own Quantity Surveyor through Mr Fay. Whilst Mr Fay denies Mr Tierney’s evidence that Mr Tierney pointed out to him that the use of ML was wrong in the LoI, Mr Egan notes the following:- (i) The draft contract was circulated to Mr Tierney for comments on 24 th August 2023 [2309]; (ii) Prior to that, in July 2023, the first interim valuation was issued by WL for the Contract Due Date of 26 th July 2023 stating the contractor to be MLL (Mr Egan went through a detailed process in order to establish the actual date of this document, due to the effects of auto-population when it was required for the purposes of the proceedings, which was not countered and which I accept); (iii) It does not seem in dispute that Mr Fay was responsible for the interim valuations; (iv) In his witness statement, Mr Fay contends that he wrongly referred to MLL in the draft and then seems to agree with Mr Lloyd’s evidence on this, which evidence includes, “ I think I (Mr Lloyd) must have mentioned the name Murnells London Limited to Richard Fay after a conversation that I had with Michael Tierney in the Summer of 2023 in a car park in Fulham. In that conversation Michael Tierney told me that he had set up Murnells London Limited to carry out work on renovating basements. This was not mentioned to Chris Beale. This is the only reason that I can think of now as to why Murnells London Limited was entered into the JCT Contract, which was a mistake. ” but Mr Fay goes on to say, “ I was first made aware of the mistake made within the JCT contract by Mr William Lloyd when he messaged me approximately 3 months ago. Since then, I have tried to recall why the mistake happened, but unfortunately, I am not able to point to any particular reason, apart from that this was purely an error on my part . ”(my emphasis) thus seemingly giving no explanation and certainly not one of being influenced by something possibly said by Mr Lloyd; (v) After some to-ing and fro-ing between Mr Fay and Mr Tierney, the draft contract was sent out via Docusign on 22 nd September 2023 [2301] and there is no further evidence of any further negotiation as to terms; (vi) The contract [145] had “Contractor: Murnells London Limited” in large font on the cover page; (vii) At page 1 of 78, entitled “Agreement” in bold, the contractor is stated as MLL with the correct Company No. for MLL, being different from that of ML [155]; (viii) At page 7 of 78, the Contractor’s nominee for contractual purposes is “Director of” MLL [161]; (ix) At page 15 of 78 for the signature of the Contractor, the contractor is stated as MLL [169]; (x) WhatsApp messages between Mr Lloyd and Mr Fay [2321 – 2322] dated 17 th March 2025 show Mr Lloyd asking Mr Fay why the contract was issued to MLL and not ML. His reply 5 minutes later was, “It would have been the name they gave me, I would have sent a draft for everyone to check the details before issuing it”. Then a couple of hours later, Mr Fay says, “I’m sure I would have asked for their company name and registration number, or they filled it out on their questionnaire.”; (xi) Despite the draft being sent out for comments and being provided to the Defendant, WL and AD, no comments were returned about the identity of the contractor prior to signature or indeed until the second half of March 2025.

39. As such, whilst acknowledging the approach advanced by Mr Wygas in Pegram Shopfitters v Tally Weiji [2004] 1 WLR 2082 CA, namely that the Court should not peremptorily dismiss arguments as to the nature and existence of a contract, the instant argument, in my judgment, has fanciful prospects for present purposes, in terms of defeating any of the 4 alternatives pleaded at paragraphs 9 – 12 of the Particulars of Claim [14 – 15], however well-supported by evidence which is consistent with the approach contended for, when founded, as I find, on an asserted mistake which is either unexplained or based upon a somewhat vague recollection, where Mr Fay’s evidence can also be shown to be contradictory and where none of the material actors picked up on such a mistake, but rather the contract instead ends up being signed by the Defendant.

40. I therefore reject the Defendant’s opposition to summary judgment on the contractual entity issue. The crystallisation issue

41. The Defendant focusses on paragraph 17b of the Notice of Adjudication [555] which notes the following issue:- “17. The above dispute breaks down into the issues of Murnells’ entitlement to payment as a matter of contract and in damages, arising under and/or in connection with the Contract, having due regard to and/or in respect of the following matters: a. … b. Murnells’ entitlement, as at 27 November 2024, to an extension of time to the Date for Completion in consequence of Relevant Events which occurred prior to 27 November 2024… ”

42. It is said by Mr Wygas that the only claim for an EoT prior to the Notice had been for an extension up to 11 th November 2024 and therefore that the request actually referred at paragraph 37 of the Notice for an extension of time until 24 th April 2025 was materially different. He highlights the difference between the permissible effect of a pre-adjudication expert’s report on the issue of delay in MW High Tech Projects UK Limited v Balfour Beatty Kilpatrick Limited [2020] EWHC 1413 (TCC) and the “Ellis Report” relied upon by the Claimant in this case, known about by the Claimant but not supplied to the Defendant until after the date of the Notice. The effect of the report was to “double the claim” in terms of period of delay, he points out.

43. Mr Egan notes the observations and conclusions on crystallisation of Coulson J (as he then was) in St Austell Printing Company Limited v Dawnus Construction Holdings Limited [2015] EWHC 96 (TCC) , in particular to the effect that this sort of argument very rarely succeeds and the general approach should be that a claim which is not accepted in whole or in part for a reasonable period after it is formally put is deemed to be disputed. “(E)very last particular of every last element” is not required and “absence of particularisation is not a proper ground for resisting enforcement”.

44. To my mind, it is plain here that a dispute between the parties had sufficiently crystallised sufficiently in advance of the Notice of Adjudication and that the Defendant’s argument has insufficient prospects of succeeding on this point in order to defeat the Claimant’s application, not least on the following bases:- (i) I agree with Mr Egan that the dispute referred was far wider that that in relation to an EoT beyond 11 th November 2024. One only need refer to paragraph 16 of the Notice [555], “ The dispute which has arisen and is now referred is Murnells’ aggregate entitlement to payment from the Employer. ” and then to note the additional 4 sub-paragraphs of paragraph 17 beyond sub-paragraph b to exemplify this; (ii) The EoT dispute at paragraph 17b does not specifically refer to April 2025; (iii) Paragraph 37 of the Notice refers to “ an extension of time to the Date for Completion of the Works to 24 April 2025, or such other date as the Adjudicator shall decide. ”(my emphasis); (iv) The Claimant’s solicitors’ letter of 21 st February 2025 referred to an asserted entitlement to “ very significant extensions of time ” and that it was astonishing that not a single day had been awarded, accompanied by a detailed termination account which provoked nothing but silence (see St Austell @ para. 14); (v) The requested revised programme of works supplied on 22 nd October 2024 [2143] and prior to the date of the Non-Completion certificate on 18 th November 2024 [2144], made reference to the handover date following the further time programmed in as being 24 th April 2025.

45. The Defendant’s approach, in my judgment, is far too narrow a one and requires an excessive degree of particularisation, of the sort disapproved of by Coulson J. In addition, I can see nothing to save the Defendant arising out of Mr Wygas’ final point, namely that the only dispute can be between ML and the Defendant rather than MLL and the Defendant, as that effectively falls away with the dismissal of the first issue. As such, the Defendant also fails to oppose summary judgment on the crystallisation issue. Conclusion

46. The Claimant is accordingly entitled to summary judgment as sought. --------------------------------------------------