Imtech Inviron Limited v Loppingdale Plant Limited [2014] EWHC 4006 (TCC)

This summary was provided by CMS Cameron McKenna LLP.

For more information visit


When drafting a contract, parties must make their intention to incorporate adjudication provisions from a separate agreement clear. A mere reference in general to the fact that the terms of a separate agreement is to apply is unlikely to incorporate the adjudication provisions of that separate agreement. Additionally, parties should ensure that the scope of the initial referral to the adjudicator, the Adjudication Notice, is defined clearly.


Loppingdale Plant Limited, (“LPL”) and Stansted Airport Ltd (“Stansted”) entered into a Framework Agreement (the “Agreement”) under which LPL was to provide services in accordance with Stansted’s capital projects programme. Under the Agreement, Stansted was entitled to issue Task Orders to LPL which would each be considered a separate contract. LPL would then be entitled to sub-contract all or part of the work specified in the Task Order to Imtech Inviron Limited (“Inviron”) by issuing Purchase Orders.

LPL issued six Purchase Orders to Inviron, each containing a provision that Inviron was to submit valuations of the work to the end of each month, on the 16th of each month. Consequently, it was possible for a valuation to include information about work across more than one Purchase Order. Each of the six Purchase Orders referred to what were known as the “September Conditions” which incorporated the Framework Agreement conditions as follows:

“These Terms and Conditions together with the Framework Agreement attached to these Terms and Conditions ('the Framework Agreement') together with the Purchase Order to be issued by LPL to the contractor for each sub-contract and the Task Order to be issued to LPL and a copy provided to the Subcontractor for each subcontract ('the Task Order') set out all the rights and obligations of the parties each to the other …”

At the hearing the following provisions were discussed in order to ascertain whether the adjudication clause in the Agreement was incorporated into the September Conditions:

Clause 45 of the Agreement
Clause 45 provided that the Agreement and all Task Orders were to be under the exclusive jurisdiction of the English Courts.

Clause 100 of Schedule 4 to the Agreement
Schedule 4 of the Agreement contained the “BAA Service Terms”. The Agreement provided that "the parties" could refer a dispute to adjudication, and that disputes "arising under or in connection with this contract" were to be decided by one of three named adjudicators. The term "party" was defined as meaning the parties to the framework agreement and each task order.

Clause 1.1 and 1.3 of the September Conditions
Clause 1.1 provided that the September Conditions, the Agreement, the Purchase Order and Task Order together identified the rights and obligations of the parties to each other. Clause 1.3 obliged Inviron to take on such of LPL’s obligations under the Agreement as related to the carrying out of the works specified in the Purchase Order, and they made specific provision for Inviron to take on other of LPL’s obligations under the Agreement.

Clause 1.25 of the September Conditions
Claus 1.25 provided that the jurisdiction of the September Conditions would be the English Courts.

LPL failed to pay sums claimed by Inviron under an application for interim payment. Inviron referred the matter to adjudication and obtained a decision in its favour on 9 October 2014.

The Adjudicator’s decision was challenged by LPL on a number of grounds.


The Court was asked to decide:

  • Whether the Adjudicator had jurisdiction to make a decision, based on the arguments that:
    a.the adjudication terms in the Agreement has been incorporated into the September Conditions and the Adjudicator was not one of the three named adjudicators and was not nominated by the Institution of Civil Engineers; and
    • the Adjudicator had adjudicated different disputes arising under different contracts without the consent of all parties contrary to paragraph 8(2) of the Scheme for Construction Contracts.


The Court granted summary judgment in favour of Inviron and held that:  

  • The definitions in the Agreement made it clear that only a party to that agreement has the right to refer a dispute to adjudication in accordance with its terms. That was made even clearer by the fact that the term "Subcontractor" included bodies such as Inviron. These definitions had to be ignored or rewritten if that adjudication provision was to be carried over into the September Conditions.
  • Although the defence made a good point in that incorporating the adjudication provisions of the Agreement into the September Conditions made good practical sense as the parties to the two contracts could have related disputes determined by the same adjudicator, the Court could see no reason why parties to the sub-contract could not agree to appoint, or to ask the nominating body to appoint, the same adjudicator as the one appointed in a related dispute under the Agreement.
  • On a plain reading, the September Conditions appeared to incorporate only those terms with which Inviron had to comply in order to ensure that its obligations, and those of LPL, were met. It was far from evident that the parties intended the adjudication clause also to be incorporated.
  • In relation to whether the Adjudicator had adjudicated different disputes arising under different contracts, Section 2 of the Notice of Intention to Refer a Dispute to Adjudication ("the Adjudication Notice") referred to a contract made on about 14 August 2013, evidenced by various documents, including LPL's Purchase Order No. E1629/113517 dated 14 August 2013.
  • The description of the works, in paragraph 2.1.2 of the Notice, followed very closely to the description in the first paragraph of that Purchase Order which stated that the Adjudication Notice related to the failure of LPL to pay the 'notified sum' due to Inviron in respect of Inviron's Application Number 6.
  • The document that defined the scope of the referral is the Adjudication Notice. LPL should have dealt with the fact that that Inviron’s application for interim payment included sums that were attributable to other Purchase Orders, by issuing an appropriate payment notice. The Adjudicator had answered the question referred to him, namely, how much LPL had to pay Inviron under the application for interim payment.

 This summary was provided by CMS Cameron McKenna LLP.

For more information visit

Click here to read full-screen | Click here to print the case