- Harris Calnan Construction Co. Ltd v Ridgewood (Kensington) Ltd
This was a claim to enforce an adjudicator's decision for some £102k. Ridgewood said that the adjudicator did not have the necessary jurisdiction because there was no contract in writing. Unusually, there was no suggestion in any of the documents before the court that Ridgewood had actually reserved its position on this issue during the adjudication. Accordingly, it seemed to HHJ Coulson QC that the decision that the adjudicator reached as to the existence of a contract in writing could not now be challenged by Ridgeway. However, the Judge did go on to consider whether or not there was a contract in writing. This is of interest because the contract in question took the form of a letter of intent. There have been a number of cases including Bennett v Inviron (see Issue 82) where the particular letters of intent in question were ruled not to be contracts where all the terms were in writing.
As HHJ Coulson QC made clear, each case must turn on its own facts. Here, the letter of intent made plain that there was complete agreement as to the parties to the contract. The contract workscope was contained in what was described as "Tender Documents dated 2nd November, 2005". There was an agreed lump sum of £200,787.75 and an agreed set of contract terms (namely the JCT 2005 Standard Form, Private with Quantities). The retention was 5% and LAD's were agreed at £5,000 per week. Finally, the contract period was sixteen working weeks. The adjudicator observed that "there appears to be nothing left for the parties to agree" and went on to note that all that was missing was a set of documents which made that agreement more formal. The Judge agreed that that did not mean that there was not a contract between the parties. All the terms were evidenced in writing. Accordingly, the adjudicator did have the necessary jurisdiction.