Matière SAS v ABM Precast Solutions Ltd [2025]
Citation: EWHC 1434 (TCC)
Background Facts​
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The parties collaborated to pursue work on the HS2 Green Tunnels project (lots C2 and C3).
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Consortium Agreement (2019): For joint preparation of a bid for a design contract with the main contractor (EKJV).
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Collaboration Agreement (2020): Further agreed terms for a potential subcontract if their bid succeeded.
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Matière claimed £373,000 in unpaid fees under the initial professional services contract.
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ABM counterclaimed for £18.9 million, alleging Matière breached contractual duties of good faith and excluded ABM from later stages of the HS2 work, undermining ABM’s position and causing it to lose profit opportunities.
​Judgment
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Matière’s claim:
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Fully successful.
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Court awarded the full unpaid fee (£373,000) plus interest.
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​
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ABM’s counterclaims:
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Dismissed in full.
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The court found that while Matière’s conduct (including secret "Plan B" and "Plan C" to reduce or remove ABM) was dishonest and in breach of good faith, ABM failed to prove causation and loss.
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ABM could not establish that, but for Matière’s conduct, it would have secured the subcontract work.
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Claim for an account of profits also failed, as no joint entitlement to profits existed under the agreements.
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​
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Outcome:
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Judgment for Matière on its fee claim.
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ABM’s large counterclaim and equitable relief claim (account of profits) failed.
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General Principles Developed
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Scope and meaning of good faith:
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Good faith requires honesty, fair dealing, loyalty to joint commercial purposes, and not acting in a way that undermines a partner's legitimate interests.
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However, it does not impose a fiduciary duty or guarantee joint entitlement to future work or profits unless expressly agreed.
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​
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Proof of causation for damages:
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Even where a breach of good faith is proven, the claimant must still demonstrate a direct causal link to the losses claimed.
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Loss of chance claims require showing that the chance was real and substantial, not speculative.
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​
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Limits on account of profits:
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This equitable remedy is generally confined to cases involving fiduciary duties or explicit profit-sharing obligations.
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Commercial good faith obligations do not, by themselves, entitle a party to an account of profits.
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​
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Contractual certainty and drafting:
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Detailed drafting is crucial in joint venture or collaboration agreements to clarify rights to future opportunities, profits, and obligations in case of breakdown.
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Good faith in construction (contextual relevance):
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The decision illustrates the practical consequences of including explicit good faith clauses in construction collaborations, reinforcing transparency and fair cooperation but still requiring clear evidence for monetary recovery.
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