Conditions precedent and notification obligations

In Disclosure and Barring Service v Tata Consultancy Services Ltd [2025] EWCA Civ 380, the Court of Appeal held that the claimant was not entitled to bring a claim for delay payments because it had failed to issue a non-conformance report (NCR) which was held, as a matter of interpretation, to amount to a condition precedent to its entitlement to claim such payments. In reaching this conclusion the Court of Appeal confirmed that "clear words" are required in order to create a condition precedent, albeit it is not necessary to use the words "condition precedent" in order to achieve that effect. On the facts, the "if-then" construction of the clause was held sufficiently to convey the intention to create a condition precedent. It is, however, important to note that the claimant had not made any attempt to issue an NCR. Had the claimant issued such a notice but the notice was not issued in accordance with the requirements of the clause, then the outcome might have been different because, in such a case, the late or defective state of the notice might be a matter that can be compensated in damages.