International Case Law – March 2026

INTERNATIONAL CASE LAW – MARCH 2026

High Tech Construction Ltd v WLP Trading and Marketing Ltd [2026] EWHC 152 (TCC):
Two Million Pounds, One Adjudicator, and a Contract that may have been Imagined^[1]

Date: 30 January 2026

Judge: Mr Justice Constable

Key Words:

Adjudication enforcement, jurisdiction, fraud, sham contracts, existential challenge, contract formation, summary judgment, TCC

Summary

High Tech Construction Ltd (“HTC”) sought summary judgment to enforce an adjudicator’s decision awarding them £2,142,623.35 against WLP Trading and Marketing Ltd (“WLP”) [1, 2]. HTC relied on a JCT Design and Build Sub-Contract allegedly signed on 26 January 2023 [3]. 

WLP resisted enforcement principally on the basis that the adjudicator lacked jurisdiction, because the contract relied upon was not the genuine agreement between the parties and was alleged to be a sham and fraudulent [3]. WLP advanced a competing contractual narrative: (i) an enabling works arrangement formed via oral/WhatsApp agreements; and (ii) a later lump sum reinforced concrete frame agreement for £1,250,000 [3, 30]. WLP presented evidence suggesting the electronic file was created in June 2023 and contained details from an unrelated project [24]. 

Mr Justice Constable refused to enforce by summary enforcement. He held that this was not a mere dispute about the terms of an existing contract (a “misdescription” case), but an “existential” jurisdictional challenge: if WLP was right, the contract used to appoint the adjudicator “simply did not exist” [71, 75]. There was therefore a real prospect that the adjudicator had been appointed under a non-existent contractual provision, rendering the appointment a nullity and the decision unenforceable [75-77].  The application for summary judgment was refused.

Note: The court did not determine the fraud allegations but held there was a real prospect that the contract relied upon for the adjudicator’s appointment did not exist, making enforcement inappropriate.

Key Themes:

1. Enforcement of Adjudication Decisions: The court will enforce robustly, but not where the adjudicator acted outside jurisdiction.
2. Jurisdiction vs. Substance: The distinction between disputes over contract terms (which adjudicators can usually decide) and disputes over contract existence (which go to jurisdiction) [70(2)-(3), 71].
3. Fraud and Sham Contracts: Allegations of fabrication may deprive an adjudicator of jurisdiction where they go to the very existence of the contract relied upon [24, 48-49].
4. The existential line: Where the dispute is not “you’ve described it wrongly” but “this contract is a fiction”, enforcement is unlikely on summary judgment [71].

Background

The dispute concerned construction works at 162 Willesden Lane, London.

1. HTC’s Case: They claimed the works were governed by a JCT contract signed by Mr Osman (HTC) and Dr Essa (WLP) at a hotel on 26 January 2023, later circulated in June 2023 [12]. They initiated adjudication under this contract, resulting in a favourable decision [2, 6].
2. WLP’s Case: They argued the “January JCT Contract” never existed. Instead, they claimed the parties operated under oral/WhatsApp agreements for enabling works and a later lump sum agreement for the RC frame only [3].  WLP alleged the January JCT Contract was created later and used to pursue a claim based on a scope and price never agreed.
3. The Evidence: WLP produced metadata analysis suggesting the “January” contract was created in June 2023. The document contained insurance details from a different project in Romford and a signature that appeared to be lifted from a Statement of Truth in an unrelated personal injury claim [23, 25]. Additionally, WhatsApp messages from June 2023 showed HTC stating, “I said to Frank we don’t have JCT contract” [19(07.45]]. The judge also observed that the competing narratives were so stark that it was hard to envisage a resolution which did not involve one side being dishonest [33(1)].
4. The Adjudicator: The Adjudicator rejected the fraud allegations due to a lack of “clear, cogent and compelling evidence” which he did not have at the time and proceeded to award the sum to HTC [10(4,5)].

Legal Issues and Analysis

The Jurisdictional Test: The central legal issue was whether the Adjudicator had jurisdiction. An adjudicator can investigate their own jurisdiction, but their decision on that point is not binding if the foundational contract does not exist [39-41, 58(60)].

Misdescription vs. Non-Existence: The Judge analysed case law, specifically Pegram, Air Design, and Viridis [44, 48-49, 55].  In short:

1. If a claimant merely misdescribes a contract (e.g., arguing it was formed by email rather than a letter), the adjudicator usually retains jurisdiction because the parties agree a contract exists [62, 70(5)].
2. However, if the challenge is existential – meaning the defendant argues the contract relied upon is a total fiction – this goes to the heart of jurisdiction [71].

The Judge’s Findings: Mr Justice Constable found this case fell on the existential side of the line [71].

1. Real Prospect of Success: The evidence (metadata, the “Chinese Embassy” WhatsApp messages, and the Romford insurance details) meant WLP had a real prospect of establishing at trial that the contract was a sham/ did not exist  [24-25, 34-36].
2. Failure of Appointment: HTC argued that even if the JCT contract was fake, the “Scheme” would apply to the underlying oral contracts, saving the jurisdiction [59]. The Judge rejected this, citing Twintec. If the Adjudicator was appointed under a specific contractual provision that did not exist, the appointment was a nullity [60].
3. Conclusion: Because the Adjudicator may have been appointed under a non-existent contract, he had no power to bind the parties. Summary judgment was refused [72-73].

Conclusion

You would think – really – you would think – that if you are asking the court to enforce an adjudicator’s award for £2.14 million, you would start by ensuring the contract you are relying on is not the sort of document that needs its own origin story.

HTC’s problem was not that the adjudicator might have made a mistake. The problem was more fundamental: there was a real prospect that the adjudicator was appointed under a contract that did not exist, meaning he had no jurisdiction to bind the parties at all.

That takes the case out of the usual enforcement lane (where the court tolerates error) and into the jurisdictional ditch (where it does not). The court refused summary judgment and declined to enforce the decision.

Key Takeaway:

An adjudicator’s decision will not be summarily enforced where there is a real prospect that the adjudicator was appointed under a contract that “simply did not exist” [71, 75-77]. Where the challenge is existential, it goes to jurisdiction and the adjudicator cannot temporarily bind the parties to his own conclusion on that foundational issue [72-73].

Parting Thoughts

There are many ways to lose an enforcement application in the TCC. Some are subtle. Some involve the sort of procedural embroidery that makes perfectly normal people take up pottery instead.

This was not one of those cases.

HTC arrived asking for summary judgment on an adjudicator’s decision worth £2,142,623.35. A sum like that tends to sharpen judicial focus. Unfortunately, it sharpened it onto one awkward question: what, precisely, was the contract that supposedly gave the adjudicator his authority — and did it exist anywhere outside a Word document’s creative writing phase? 

HTC’s story was straightforward: there was a JCT Design and Build Sub-Contract, signed at a hotel meeting on 26 January 2023, later circulated in June 2023. WLP’s story was also straightforward, but considerably more toxic: the “January JCT Contract” was not the governing agreement at all — it was a sham and its use was said to be fraudulent.

What followed read less like contract administration and more like the universe issuing a risk management bulletin.

WLP pointed to independent meeting minutes from June 2023, calmly noting there was “no JCT or equivalent contract available for review” [17(7.1)] and that the JCT appointment still needed to be concluded “ASAP” [17(7.7)]. Then came the WhatsApp exchange: “we don’t have JCT contract” [19(07.45)], followed shortly by the immortal: “I am the Chinese Embassy for some issues.” 

At this point, contractual certainty had left the building, taken its coat and blocked the number.

The judgment records detailed evidence suggesting the June 2023 document was assembled by adapting a template from a different Romford project, complete with stray insurance details. Add metadata analysis indicating the relevant Word document was created on 21 June 2023 and the alleged January signing begins to look less like execution and more like retroactive optimism. The signature evidence only tightened the screw, with material suggesting the signature may have been transposed from other litigation documents.

In the adjudication, the adjudicator rejected the fraud allegations for want of “clear, cogent and compelling evidence”. Fair enough on what he had. But enforcement is not a mechanical exercise when jurisdiction is genuinely in play — and the court had a fuller evidential picture than the adjudicator had been shown [3].

Mr Justice Constable’s approach is brisk and unsentimental: courts enforce adjudicators even when they’re wrong — except when the adjudicator has no jurisdiction. And jurisdiction, inconveniently, depends on being appointed under a contract that exists in the real world.

So the case turned on classification: was this merely misdescription (a contract exists, you’ve described it badly), or was it existential (the foundational contract is alleged to be a fiction)? The Court’s answer was emphatic: this was existential. [71] If WLP is right, the contract relied upon for the appointment “simply did not exist”, and an adjudicator cannot temporarily bind parties on the very question of whether he was ever validly appointed.

HTC tried the sensible-sounding rescue: even if the January JCT Contract falls away, the Scheme would apply to any underlying oral/WhatsApp arrangements, so the appointment survives. The Court declined that invitation. The point is not whether some alternative route might have led to an adjudication; it is that you cannot be validly appointed under a contractual provision that does not exist. You cannot derive authority from a phantom. The law, depressingly, insists on reality.

The result was almost inevitable: there was a real prospect that WLP would establish at trial that the adjudicator was appointed pursuant to a contract that did not exist, and summary enforcement application was refused.

So the money remains unpaid, the decision remains unenforced, and the case stands as a crisp reminder that adjudication is designed to be fast — not mystical. It can temporarily bind parties to plenty of things. It cannot conjure jurisdiction out of a document that may have been assembled later, in a different context, with the subtlety of a cut-and-paste job and the evidential footprint to match.

The If you want the court to enforce a £2.1 million award, it helps if your contract is something more than an ambitious document with a convenient date – and a metadata trail that disagrees with it.

 

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