AMEC FOSTER WHEELER GROUP LTD v MORGAN SINDALL PROFESSIONAL SERVICES LTD & ANOTHER

[2016] EWHC 902 (TCC), Technology and Construction Court, Edwards-Stuart J, 4 May 2016

Assumption of responsibility for rectifying defects - Interpretation of certificate of making good - Whether knowledge to be imputed to contracting party

The claimant entered into a contract for the design and build of a hotel and apartment complex. During the course of the building contract the claimant entered into a Business Sale Agreement (BSA) with the defendant under which it agreed to sell its construction business. The work done on the hotel and apartments was alleged to be defective in a number of respects, the most important of which related to problems with the cladding of the building, which led to the replacement of the cladding in its entirety. The central issue in the litigation was whether, under the terms of the BSA, the defendant had assumed responsibility for the cost of repairing the defects. The present litigation concerned a number of preliminary issues.