Lapp Industries Ltd v 1st Formations Ltd

[2025] EWHC 943 (TCC)

Lapp sought summary enforcement of an adjudicator's decision. Lapp had sent an application for interim payment in the sum of £120k. No payment or payless notice was served. During the adjudication, Formations raised a jurisdictional challenge, saying that there were numerous contracts between the parties and not a single contract as alleged. The adjudicator rejected this, saying that there was only one contract.

The contract issue had arisen because Lapp provided individual quotations for specific items of work. Lapp said this was because Formation never “definitively finalised” the specification. For example, Lapp submitted an initial quotation for works to the roof, decking and reception. This was accepted in writing.

Deputy Judge Williamson KC considered that these “undisputed facts” clearly gave rise to a construction contract. The parties were of the same mind as to scope, price and location, with the time for completion impliedly agreed to be a reasonable time. Thereafter, Lapp submitted further quotations, which were accepted. They then carried out the agreed further works, raised invoices, and were paid.

The judge further thought the following, “it seems to me clear that the parties agreed, on an ad hoc basis, to expand the scope of the construction contract formed in June 2022, through a series of further accepted quotations. There was, therefore, a single contract (and a single dispute), albeit that this contract grew considerably in scope when compared to June 2022 engagement”.

In addition, all the work was performed at a single site, i.e. the premises, and both parties referred to the works as a "project". Their contractual dealings were consistent with “an overarching contractual arrangement” for the project as a whole, rather than a series of one-off engagements.

There were some fourteen quotations issued by Lapp. It would be surprising if there were at least fourteen separate contracts at a single site. Finally, “The scenario here – an initial limited engagement, gradually expanded ad hoc – is not unfamiliar in the construction industry and makes far more commercial sense than the suggestion of many separate contracts”.

The judge also noted that:

“Any other analysis is contrived and unrealistic. These business people were not concerned with some artificial carving up of what was, for them, a single, ongoing engagement. The ‘more than one contract’ point would not have occurred to them, and has arisen solely in the context of a very technical argument on jurisdiction, of the kind familiar to lawyers but not, generally, to those involved in commercial negotiations.”

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