Grove Construction (London) Ltd v Bagshot Manor Ltd
Citation: [2025] EWHC 591 (TCC)
Background Facts​
-
The project involved the refurbishment and construction of 79 residential units at Bagshot Manor. Contract dated 20 April 2020, completed in February 2022.
-
The original employer, Bagshot Manor Developments Ltd (BMDL), entered administration in 2023 and assigned its rights to Bagshot Manor Ltd through a deed of assignment.
-
Grove claimed retention monies due after the defects liability period.
-
Grove commenced adjudication directly against Bagshot (the assignee), seeking £112,337.16 plus VAT.
-
The adjudicator awarded Grove the amount claimed.
-
Bagshot resisted enforcement, arguing it had not assumed BMDL’s liabilities or burdens, only rights, and thus was not a proper party to the adjudication.
​Judgment
- Key findings:
-
The assignment deed transferred only rights and benefits, not burdens or obligations, in line with well-established law on assignments.
-
Bagshot did not become a party to the original construction contract, nor did it assume BMDL’s liabilities.
-
The right to adjudicate disputes under the contract remained strictly between Grove and BMDL.
-
The adjudicator had no jurisdiction to decide the dispute involving Bagshot as it was not a party to the contract.
-
​
-
Outcome:
-
Grove's application for summary judgment to enforce the adjudication award was dismissed.
-
Bagshot’s Part 8 claim succeeded, and a declaration was granted that it had no liability to Grove under the original contract.
-
General Principles Developed
-
Assignment of contractual rights:
An assignment transfers rights and benefits but does not transfer obligations or liabilities unless there is a novation (which requires consent of all parties).
​
-
Adjudication jurisdiction:
The right to adjudicate arises only between original parties to the contract (or novated parties). An assignee who acquires rights only does not become a new contracting party for adjudication purposes.
​
-
Strict construction of assignment deeds:
Courts will adopt an objective and plain reading of assignment deeds. Attempts to interpret such deeds as transferring burdens "by the back door" will be rejected.
​
-
Notice provisions:
Procedural failures (e.g., delayed notice of assignment) do not convert rights into obligations or alter fundamental contractual relationships.
​
-
Policy reinforcement:
Protects the integrity of statutory adjudication as a quick dispute resolution mechanism tied to clear contractual relationships. It should not be extended to non-parties through assignment alone.