Honeywell Control Systems Ltd. v Multiplex Constructions (UK) Ltd.

A contractual inspection clause forming part of an operative appendix may confer a continuing right to inspect the current version of a linked construction contract. That right extends to later agreements only so far as they vary the main contract. It does not extend to unrelated settlement provisions. A right to view documents at the contractor’s offices does not, without more, include a right to receive or take copies. Where inspection is contractually required and damages are inadequate, specific performance may be ordered, subject to confidentiality obligations.

Honeywell, a subcontractor on the Wembley Stadium project, sought declarations and specific performance against Multiplex. The subcontract defined the documents available for inspection as including the main contract and stated that documents could be viewed at the contractor’s offices at a conveniently arranged time.

Multiplex and Wembley National Stadium Limited later entered into a Settlement Agreement. The agreement both varied the main contract and contained other commercial terms. Honeywell claimed a right to inspect and copy the agreement. The issues were whether the inspection right continued after execution of the subcontract, whether it extended to the Settlement Agreement, and whether it included a right to obtain copies.

1. Continuing inspection right. Part 1 of the Appendix was an operative part of the subcontract, not a recital. Article 1.3 and clause 2.2 confirmed that the Appendix formed part of the contractual hierarchy and prevailed over the conditions and numbered documents. The inspection paragraph therefore remained effective after execution and conferred a continuing right to inspect the main contract.
2. Current version of the contract. The expression “the Contract” meant the main contract as amended at the date of inspection. This construction was supported by the contractual links between the main contract and the subcontract, the subcontractor’s legitimate interest in the current terms, the reference to documents not contained on the previously supplied compact disc, and the inclusion of post-contract amendments to the Employer’s Requirements. No implied term was necessary.
3. Scope of inspection. The Settlement Agreement partly varied the main contract and partly recorded other matters. Honeywell was entitled to inspect only the provisions varying the main contract. It was not entitled to inspect the remaining provisions.
4. Copies. The clause granted a right to view documents at the contractor’s offices. Unlike clause 40, it contained no express right to receive copies. The court would enforce the contractual right but would not rewrite the clause to create an additional copying right.
5. Relief. Honeywell was entitled to declarations concerning the continuing inspection right and its application to contractual variations. No declaration was required that the Settlement Agreement varied the main contract because that fact was admitted. Specific performance was appropriate because damages were inadequate and the order could readily be enforced. Multiplex was required to permit inspection of an appropriately redacted version of the Settlement Agreement. Honeywell was bound by the subcontract’s confidentiality provision.