Camillin Denny Architects Ltd v Adelaide Jones & Co Ltd
Citation: [2009] EWHC 2110 (TCC)
Background Facts
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Parties:
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Claimant: Camillin Denny Architects Ltd ("CDA"), an architectural services provider.
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Defendant: Adelaide Jones & Co Ltd ("AJ"), a project manager.
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Project:
Refurbishment and extension of a Grade I listed building at 10 Hertford Street, Mayfair, London.
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Contract:
CDA was appointed by AJ in February 2008 for architectural design services under a contract worth £425,000, potentially adjusted if project costs increased.
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Dispute:
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There were discussions in 2008 about novating the contract to a new company called "Euro Constructions," allegedly set up by a third-party financier, Mr Lohia.
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CDA issued invoices to Euro Constructions, but no formal novation agreement was executed.
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AJ later purported to terminate CDA's appointment on behalf of Euro Constructions.
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CDA commenced adjudication against AJ for unpaid fees; the adjudicator awarded CDA £76,905 plus interest and costs.
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AJ challenged enforcement, arguing there was a novation and that the adjudicator had no jurisdiction.
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​Judgment
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Key findings:
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There was no effective novation: The court found no clear evidence that Euro Constructions had accepted the novation, no signed agreement, and no proper incorporation evidence.
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The original contract with AJ remained in place throughout.
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The adjudicator was entitled to determine if there was a novation as part of the substantive dispute.
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AJ’s claim of adjudicator bias and breach of natural justice (due to costs decisions) was dismissed. The adjudicator acted fairly and within his discretion.
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Outcome:
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The court enforced the adjudicator's decision, ordering AJ to pay CDA the awarded sums.
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AJ's jurisdiction and natural justice defences failed.
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CDA was awarded costs, but assessed on a standard basis with some reduction.
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General Principles Developed
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Strict standard for proving novation:
A valid novation requires clear agreement by all parties, including the incoming party. Mere discussions or draft proposals are insufficient.
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Jurisdiction to decide preliminary issues:
An adjudicator validly appointed can decide whether the contract remains in place and whether jurisdiction exists if these questions are part of the referred dispute.
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Enforcement policy:
Courts will robustly enforce adjudicators' decisions, even if they might be factually or legally incorrect, unless there is a plain lack of jurisdiction or a serious breach of natural justice.
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Natural justice threshold:
Complaints about adjudicators' procedural decisions (such as costs) rarely succeed. The court confirmed that fairness does not mean correctness.
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Cash flow policy of adjudication:
The judgment reinforced the principle that adjudication is designed to maintain cash flow, with disputes about correctness to be resolved later by final proceedings.