Camilln Denny Architects v Adelaide Jones & Company Limited [2009] EWHC 2110

This summary was provided by CMS Cameron McKenna LLP.

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In this case, the court held that the defendant had no real prospect of establishing that its contract with the claimant had been novated so that it had been replaced as a party to the contract by another company.  Accordingly its challenge to the adjudicator’s award on the ground that he had no jurisdiction failed.  In addition to rejecting the jurisdictional challenge of the losing party, the Court also showed that it will be quick to dismiss attempts to avoid enforcement which are based on nothing more than spurious arguments as to bias and/or natural justice.  

Technology and Construction Court, Mr Justice Akenhead


Camillin Denny Architects Ltd (“CDA”) were employed by Adelaide Jones & Co. Ltd (“AJ”) to provide architectural services in relation to the refurbishment and extension of a Grade 1 listed building in Mayfair.  During the course of the works CDA began to invoice another company, Euro Constructions (“Euro”), rather than AJ.  However, there was no formal novation whereby AJ was replaced by Euro in the contractual arrangement.  CDA’s employment was subsequently terminated by AJ purportedly acting on behalf of Euro.  CDA claimed that it was owed £131k (inc VAT) in unpaid fees by AJ and referred the matter to adjudication.  The adjudicator awarded CDA approximately £77k in unpaid fees.  He also obliged AJ to pay CDA’s legal costs in the sum of £20k (which amounted to 90% of the costs originally claimed by CDA).  AJ refused to pay and CDA therefore sought enforcement of the award by way of legal proceedings.


AJ argued that the adjudicator had no jurisdiction to resolve a dispute between CDA because by mutual consent AJ had been replaced by Euro Constructions in the contractual arrangement. 

AJ also argued that no unbiased adjudicator could have reached the decision on costs which the adjudicator had come to.  AJ contended that because CDA had only recovered just under 60% of that which it claimed, theaward that AJ should pay 90% of CDA’s costs was so manifestly wrong as to give rise to the inference that the adjudicator was biased or had otherwise acted unfairly.


In establishing that the adjudicator did indeed have jurisdiction, the Court found:

  • The Courts will not enforce an adjudicator's decision which he or she had no jurisdiction to make. Similarly, where the issue as to whether or not there was jurisdiction is one which, based on credible evidence, can not be determined summarily, the Courts will order a trial of the issue. However, the Courts should be cautious in their consideration of jurisdictional challenges particularly where they may be challenges which on analysis do not go to jurisdiction at all.
  • In the case of Air Design (Kent) Ltd v Deerglen (Jersey) Ltd[2008] EWHC 2110 (TCC), the Court had to consider the circumstances where, as here, the substance of the dispute overlapped with the possible jurisdictional challenge. That was a case in which there were arguably four contracts between the parties, all relating to the same project. The issue had arisen as to whether or not the adjudicator had jurisdiction to resolve disputes arising in one adjudication but in relation to the four contracts.  There was an issue which was partly factual and partly legal as to whether the three subsequent agreements were simply variations of the first.  In Air Design the substantive decision making process undertaken by the adjudicator had involved a consideration of whether there was more than one contract, and the Court held that it was thus within his jurisdiction to decide that there was one contract.
  • If there were no novation whereby Euro was substituted for AJ, then the contract between CDA and AJ would remain in existence and the adjudicator would necessarily have jurisdiction (as in Air Design) to decide in effect that there was no such novation if the point was raised by AJ.
  • Adjudication has to be between the two parties to a contract.  It follows that where there has been an effective novation by which a new party is substituted for an original party to a contract, adjudication must involve the new (as opposed to the old) party. 
  • The Rules of the Court permit the Court to give summary judgement against the defendant if it considers that the defendant "has no real prospect of successfully defending the claim or issue".
  • In this case there was no realistic prospect of AJ being able to show that there was a novation.  The contract between AJ and CDA remained in existence.  The adjudicator therefore had jurisdiction.

With regards to the bias/natural justice challenge raised by AJ in relation to the award of costs, the Court found:

  • It was clear from his decision that the adjudicator had carefully considered the issue of costs.
  • Under the adjudication clause in this case the adjudicator had a discretion to decide the issue of costs, and it was not the role of the Court to second-guess the exercise of this discretion.
  • Just because the adjudicator had got the issue of costs wrong this did not give rise to any entitlement to challenge the decision.  The bias/natural justice arguments raised by AJ were nothing more than a thinly veiled challenge to the correctness of the adjudicator’s decision, and should therefore be dismissed.

This summary was provided by CMS Cameron McKenna LLP.

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