Mi-Space (UK) Ltd v Bridgwater Civil Engineering Ltd (BCE)

Mi-Space (UK) Ltd v Bridgwater Civil Engineering Ltd (BCE)

A binding settlement agreement was concluded by the exchange of emails on 3 March 2015. The agreement was not 'subject to contract' and was not conditional on further formalisation or substantiation of costs. BCE's subsequent repudiation was accepted by Mi-Space, discharging further obligations under the settlement but not rescinding it. The adjudicator's decision, being contrary to the true contractual position, ceases retrospectively to bind, and BCE's application to enforce it fails.

Parties
Claimant in Second Action / Defendant in First Action: Mi-Space (UK) Limited; Claimant in First Action / Defendant in Second Action: Bridgwater Civil Engineering Limited
Jurisdiction
England and Wales
Judgment Date
20 November 2015
Procedural Posture
Civil (commercial Construction Dispute) / Judgment After Trial of Preliminary Issues
Outcome
BCE's application to enforce the adjudicator's decision is dismissed. Declaration granted in favour of Mi-Space that the claim was settled by the 3 March 2015 agreement.
Legal Topics
Adjudication Enforcement, Settlement Agreements, Variation of Contract, Repudiatory Breach, Subject to Contract, Interest on Overpayment
Contract Law Construction Law Adjudication Enforcement Settlement Agreements Variation of Contract Repudiatory Breach Subject to Contract Interest on Overpayment

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Parties

Mi-Space (UK) Limited

Claimant in Second Action / Defendant in First Action

Bridgwater Civil Engineering Limited

Claimant in First Action / Defendant in Second Action

Procedural Posture

Civil (commercial Construction Dispute) / Judgment After Trial of Preliminary Issues

Legal Issues

  1. 1 Whether a binding settlement agreement was reached by exchange of emails on 3 March 2015
  2. 2 Whether the agreement was 'subject to contract' and thus not binding until formalised
  3. 3 Whether subsequent conduct or correspondence discharged or rescinded the agreement

Ratio Decidendi

A binding settlement agreement was concluded by the exchange of emails on 3 March 2015. The agreement was not 'subject to contract' and was not conditional on further formalisation or substantiation of costs. BCE's subsequent repudiation was accepted by Mi-Space, discharging further obligations under the settlement but not rescinding it. The adjudicator's decision, being contrary to the true contractual position, ceases retrospectively to bind, and BCE's application to enforce it fails.

Court Disposition

BCE's application to enforce the adjudicator's decision is dismissed. Declaration granted in favour of Mi-Space that the claim was settled by the 3 March 2015 agreement.

Orders

  • BCE's application to enforce the adjudicator's decision is dismissed.
  • Declaration that BCE's claim for payment in the December 2014 application was settled by the exchange of emails on 3 March 2015.