SERAPID LTD v OCTAVIUS INFRASTRUCTURE LTD

[2026] EWHC 2695 (TCC), Technology and Construction Court, Moody J, 22 October 2026

Adjudication – Jurisdiction of adjudicator – Existence of a contract between the parties

The claimant brought an action in order to enforce the decision of an adjudicator. The defendant sought to resist enforcement on the ground that the adjudicator lacked jurisdiction because no contract had been concluded between the parties. The defendant had raised this objection before the adjudicator but the adjudicator rejected the challenge and held that the parties “had agreed substantively on the standard terms and conditions, a price and envisaged programme, and on the documents which would form the contract” by around 6 June 2025. While there were still at that stage some “more items to be agreed” he found that these matters had been agreed by 16 June 2025.

Moody J held that the defendant had a real prospect of establishing that no contract had been concluded between the parties and so the application for summary judgment was dismissed. He held that the question when and, if so, on what terms a contract has been concluded is “intensely fact sensitive”. In this instance he held that the defendant had “a real prospect of success” in establishing that no contract had been agreed between the parties. This was for two principal reasons.

First, the claimant had not clearly pinpointed a time when the contract was concluded and the vagueness of its case was held to give some support to the defendant's submission that no contract at all had been concluded. Second, while the key contract terms seemed to have been substantially agreed by 6 June 2025, there was found to be “a good deal of evidence” that neither party regarded itself as bound at that stage. These factors pointed in the direction of no contract having been concluded.

The claimant had an alternative case, namely that the parties had entered into a “simple oral contract”. Moody J rejected this submission on both procedural and substantive grounds. First, the alternative case had not been pleaded. Second, the alternative case was not the disputed referred to adjudication and so it was not the dispute which the adjudicator had decided. Third, there was found to be no clarity as to “when, by whom and in what circumstances the oral contract was agreed” and, finally, the existence of an oral contract would require an analysis of disputed witness evidence. The claimant's alternative case was therefore rejected and, in any event, the defendant was held to have a real prospect of establishing that no such oral contract had been concluded.

The claimant's application for summary judgment was therefore dismissed.