Bitesize know how from the English Courts
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"Notice of dispute is thereby required in relation to anything in the Final Statement. It must be a pre-condition to that notice that the Final Statement shall first have been given."
CONSTRUCTION
The Technology and Construction Court has considered what constituted a final statement under a JCT Design and Build Contract and whether it was conclusive proof of the sums due. The project to build a care home was certified practically complete in April 2021. A rectification period followed and towards the end of that period, the contractor’s final account was discussed. In February 2022 the contractor sent the employer a document that it later claimed was a final statement. There were some messages disputing sums in an initial valuation and then nothing until the contractor sent a further statement in February 2024. An adjudicator awarded the contractor the sums set out in the 2024 statement. The employer now seeks declarations that the relevant statement was the 2022 statement and that it had disputed the sums due. The court held that it would not be clear to a reasonable recipient that the 2022 statement was the contractor’s final statement, in particular because it was headed ‘Draft’ and included estimated figures. The 2024 statement was therefore the final statement. The court rejected an argument that notice that items were disputed prior to the statement being issued meant that the 2024 statement could not be conclusive as to the sums owing.
Oakland Wantage Care Home Ltd v Stepnell Ltd [2026] EWHC 1530 (TCC), 23 June 2026
COMPANIES
The claimant was investor and 79% shareholder in a joint venture for bitcoin mining with the defendant who managed the mining operation and was a 20% shareholder. The relationship was governed by a shareholder agreement (“SHA”) that contained a prohibition on any group company bringing any legal proceedings or arbitration without investor consent. After the parties’ relationship broke down the defendant instituted various derivative actions against the claimant alleging wrongful sale of assets, diversion of corporate opportunities and misuse of confidential information. The claimant applied for anti-suit injunctions to prevent these actions on the basis that they would be in breach of the litigation prohibition. The court held that derivative actions would not be in breach of the litigation prohibition and declined to grant the injunction. Such claims were of a particular kind brought by a shareholder in the name of the company so could not be characterised a claim by the company.
COMPANIES
The Court of Appeal has dismissed an appeal against the lower court decision which held that a director had acted honestly in relation to excessive payments made by the company. The relevant company was an insurance underwriter and the director had day to day control over the company, although there were other board members. The company made a number of payments indirectly to or for the benefit of the director. The director was found to be in breach of his duties as a director as there was no legitimate business purpose for the payments, nor any commercial benefit to the company. The lower court held that there was no dishonesty where the director believed he had been authorised by the board, the payments were disclosed to the auditors and he had personally guaranteed their repayment. The relevant test was to apply the objective standards of ordinary decent people. The Court of Appeal held that the judge’s decision was within the range of what a reasonable judge would have found and so they did not interfere with the decision.
Gable Insurance AG v Dewsall [2026] EWCA Civ 851, 3 July 2026
COSTS
In a judgment handed down earlier this year, the claimant was awarded 1.6% of the damages it claimed (£139,000). When assessing costs the court held that, in reality, the defendant was the successful party, notwithstanding that the defendant had to pay some money to the claimant. The claimant lost on a number of issues and conceded that it would not have brought a claim to recover £139,000. However, the defence had not been entirely successful so the claimant was ordered to pay 85% of the defendant’s costs up to the date of an offer to settle made by the defendant. The defendant had made an offer to settle (under Part 36 of the Civil Procedure Rules) eight months before trial of £3.175m. The claimant had failed to better that offer, so it was ordered to pay the defendant’s costs from the date of expiry of that offer.
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