Netomnia Limited v MJ Quinn Integrated Services Limited

An application for payment must satisfy statutory requirements and any more demanding contractual requirements. A self-billing arrangement does not remove the other contractual conditions. Whether supporting information is reasonably required is assessed in the operational context, including the scale of the work, verification systems, payment timetable and normal run of applications. A work-order reference may be insufficient where Polygon and Feature IDs are needed to identify the relevant work. A purchase-order requirement remains effective where a corresponding order exists and was provided; indexation or permit charges do not break that correspondence. The Scheme for Construction Contracts is not engaged where the contract supplies an adequate payment mechanism. Estoppel by convention requires a communicated shared assumption, material reliance and unfairness in departure.

Netomnia Limited v MJ Quinn Integrated Services Limited concerned a framework agreement for telecommunications infrastructure works. The defendant submitted an application for payment referring to a work order but omitting Polygon IDs, Feature IDs and a purchase-order number. An adjudicator found the application valid and the claimant’s payment notice late.

The claimant brought a Part 8 claim seeking declarations that the adjudicator’s decision was unenforceable and that the application was not a valid payment notice. The central issue was whether the application complied with clause 6.5 of the agreement, or whether the statutory Scheme applied because the contractual payment mechanism was inadequate. The defendant also relied on estoppel by convention.

1. Disposition. The court held that the application for payment did not comply with clause 6.5 of the MSA. It was therefore not a payment notice for the purposes of section 110B(4) of the Housing Grants, Construction and Regeneration Act 1996, and the claimant was entitled to the relief sought.
2. Clause 6.5.4. The self-billing arrangement removed the need for an itemised VAT invoice but did not remove the other contractual requirements. Applying the substance-and-form approach stated in Advance JV v Enisca Ltd [2022] EWHC 1152 (TCC), summarising Henia Investments Inc v Beck Interiors Ltd [2015] EWHC 2433 (TCC), the court assessed what information was reasonably required in context. The scale of the nationwide operation, the number of work orders and applications, the claimant’s verification systems, the short payment timetable and the defendant’s access to the relevant identifiers meant that the Polygon ID and Feature IDs were reasonably required. Their omission invalidated the application.
3. Clause 6.5.5 and the Scheme. The purchase order sent to the defendant’s accounts employee had been provided to the defendant. The notice provisions did not govern a non-notice document, and the purchase order did not need to be sent to the registered office. It corresponded to the relevant polygon and services. Indexation could increase the amount beyond the figure stated in the order, and permit charges were connected with the same works. The contractual requirement to reference the purchase order therefore remained effective. The MSA provided an adequate payment mechanism, so the Scheme did not apply.
4. Estoppel. The court adopted the analysis stated in Deerns UK Ltd v VDC LHR11 Ltd [2026] EWHC 1509 (TCC), drawing on Mears Ltd v Shoreline Housing Partnership Ltd [2015] EWHC 1396 (TCC) and C Spencer Ltd v MW High Tech Projects UK Ltd [2019] EWHC 2547 (TCC). An estoppel by convention required a communicated shared assumption, reliance or material influence, and unfairness or unconscionability in departing from it. The defendant showed no practice of accepting applications which omitted all the relevant identifiers. The estoppel argument therefore failed.

The dispute was referred to adjudication. On 30 March 2026 Paul Jensen decided that the application for payment was valid and that the claimant’s payment notice was late, awarding £3,794.60. The claimant then issued this Part 8 claim. The High Court determined the second declaration independently of the adjudicator’s decision; the defendant made no submissions on the first natural-justice declaration.