MG Scaffolding (Oxford) Ltd v Palmloch Ltd

A notice of adjudication must be construed objectively as a whole, against its contractual setting, and by asking how it would have informed a reasonable recipient. The court should concentrate on substance rather than form. A misdescription or use of a trading name does not automatically invalidate the notice. Where the surrounding details identify the relevant project, property and contracting entity without real ambiguity, the adjudication may validly proceed against that entity. The required degree of precision depends on the circumstances. Greater precision may be necessary where use of a trading name creates genuine uncertainty about the intended party. The referring party’s later confusion does not alter the objective meaning of the notice. A jurisdictional challenge remains available where it has been consistently reserved and no step has been taken without reservation.

MG Scaffolding (Oxford) Ltd applied for summary judgment to enforce an adjudicator’s decision awarding it £57,473.74 plus VAT and interest. The adjudication notice named “MCR Property Group”, a trading name used by Palmloch Ltd, rather than Palmloch’s registered legal name.

The parties accepted in the enforcement proceedings that Palmloch was the contractual counterparty and that MCR Property Group had no separate legal existence. Palmloch challenged jurisdiction, arguing that the adjudication had been commenced against the wrong party and that its later substantive response waived the challenge. The central issue was whether the notice, objectively construed in context, identified Palmloch as the responding party.

1. Summary judgment granted. The adjudicator had jurisdiction and judgment was entered for MG Scaffolding in the sum of £57,473.74 plus VAT and interest.
2. The parties to an adjudication must also be parties to the relevant construction contract. On a summary judgment application, a factual argument with reasonable prospects that the adjudication was not between the correct parties is sufficient to refuse judgment.
3. The validity of the notice depended on its proper construction. The notice had to be assessed objectively as a whole, against its contractual setting, by considering how it would have informed a reasonable recipient and concentrating on substance rather than form.
4. The court rejected an unqualified rule that notices must always be construed broadly and flexibly. The appropriate degree of precision depends on the circumstances. Particular precision may be critical where a trading name could refer to several companies.
5. Use of a trading name was not fatal here. The notice identified the relevant property, project, quotation, correspondence and payment notices. No other company using the trading name was involved in the project. A reasonable recipient would therefore have understood the notice as referring unambiguously to Palmloch.
6. The decision in Durham County Council v Jeremy Kendall (Trading as HLB Architects) [2011] EWHC 780 (TCC) demonstrated that an adjudication may be commenced in a trading name and enforced against the true legal identity. The present case differed because the trading name was used by several companies, but that fact did not itself prevent valid identification.
7. MGS’s later contention that Palmloch was not the contracting party did not affect the objective construction of the notice. The jurisdiction point was therefore validly determined without reliance on waiver. In any event, Palmloch had consistently reserved its position and had taken no step without reservation.

Not stated in the judgment.