Technology and Construction Court Confirms Adjudication Rights Transfer on Assignment

In what the judge described as a “finely balanced” point, the Technology and Construction Court (“TCC”) has confirmed that assignees of construction contracts are entitled to refer disputes to adjudication. This resolves longstanding uncertainty, with no definitive judicial or statutory authority having previously decided the position. 

Background

The construction contract in question was a 2016 JCT Minor Works Contract (the “Contract”) between Office Depot International (UK) Ltd (“ODI”), as the Employer, and FK Facades Limited (“FK”), as the Contractor. The Works to be completed concerned remedial repairs to the roof of a commercial property in Greater Manchester. 

The Contract, as amended, allowed the Employer to assign the benefit of the Contract without the Contractor’s consent. Two assignments of the contract took place. In 2021, ODI assigned the contract to OT Group Ltd, and in 2024, it was assigned again to Paragon Group Limited (“Paragon”).

Following the assignment, Paragon alleged that FK was in culpable delay in completing the Works. In April 2025 Paragon terminated FK’s employment under the contract, and then in May 2025 notified FK that it was liable for liquidated damages due to those delays. FK disputed this and Paragon sought to refer the dispute to adjudication. 

FK argued that Paragon, as an assignee and not an original contracting party, had no right to adjudicate meaning that the adjudicator lacked jurisdiction to determine the dispute. Despite FK’s arguments, the adjudicator awarded Paragon £80,500 and directed FK to reimburse his fees of £17,787.00. FK refused to comply with the award, leading Paragon to pay the adjudicator and take enforcement action against FK in the TCC.

The Case

A principal issue in dispute was the scope of the definition of the term “Party” within the Contract. Did it also extend to include assignees?

FK argued that since as defined the term “Party” referred only to “the employer” and “the contractor”, and that the Scheme for Construction Contracts (the “Scheme”) gives the right to “any party” to adjudicate, then only the Employer and the Contractor under the Contract has the right to refer a dispute to adjudication. 

The Court was not convinced, highlighting that the Scheme uses the term “party” in different ways without clear distinction; as argued by Paragon, the draftsperson had no conscious intention to differentiate between original contracting parties and assignees. Furthermore, the Court was of the view that interpreting the term “party” to include assignees would cause no violence to the wording of the Scheme.

The Court also considered the meaning of “Employer” and “Contractor” within the context of either party to the contract assigning the benefit of the same. When applying established principles of contract and assignment, the Court found that the parties would have understood that an assignee having received the right of all legal and other remedies, would also have the right to adjudicate.

The Court cited s.136 of the Law of Property Act 1925, which provides that assignments transfer “all legal and other remedies”. Unless expressly or impliedly excluded by the Contract, which it wasn’t, the right to adjudicate would be one of these “remedies” which passed to Paragon on assignment.

FK also raised a number of practical complications that may arise should assignees be given the right to adjudicate. They included the inability to bring counterclaims against the assignee, and the risk of inconsistent adjudication decisions if related disputes later arose between the original contracting parties. FK questioned, for example, that if the adjudicator had decided that FK was entitled to a partial extension of time as part of its defence to the claim, and that FK sought to adjudicate a claim for loss and expense based on that finding, would the second adjudicator be bound it? FK submitted that if the answer was no, this may have unacceptable consequences, such as duplication and inconsistent findings. 

FK also raised concerns regarding confidentiality, arguing that given adjudications are confidential, there would be difficulty in decisions being shared by the assignee with the original party, as well as being deployed against the other original party. 

The Court considered these practical considerations, however, found that in practice these complications were already inherent in adjudications, and in truth were more theoretical than real. The Court also highlighted that there would be practical concerns for assignees should they not be afforded the right to refer a dispute to adjudication which were not outweighed by those affecting the original contracting party.

Ultimately, weighing both the objective interpretation of the Contract, and the pragmatic arguments presented, the Court found in favour of Paragon; assignees can refer disputes to adjudication and accordingly adjudicators do have jurisdiction to determine disputes in these circumstances.

Comment

Perhaps surprisingly given the prevalence of adjudications within the construction industry, there was no direct judicial or statutory authority confirming whether assignees can refer to adjudication prior to this case. 

The Court’s findings therefore bring welcome clarity to those frequently involved in adjudications, and particularly to those who have taken the benefit of an assignment of a construction contract. 

Please see a link to the full judgment of Paragon Group Limited v FK Facades Limited here.

For more information or queries, please contact Lena Barnes on 020 7880 4213 or at lena.barnes@devonshires.co.uk.