OD Developments V Oak Dry Lining Ltd – A Challenge To Adjudicator's Jurisdiction

In OD Developments ('OD') v Oak Dry Lining Ltd ('Oak'), the TCC made a rare decision not to enforce an adjudicator's award on jurisdictional grounds. It was argued that a Letter of Intent between the parties did not appropriately incorporate the JCT 2011 Design and Build Contract ("the JCT contract") and the adjudicator therefore lacked jurisdiction to consider the dispute. The case, the most recent in a long line of cases highlighting the risks associated with letters of intent, is another reminder of the importance of agreeing unambiguous contract terms and conditions and seeking clarification from the other party where such terms are unclear.

Facts:

OD was the main contractor on a project at 19 Bolsover Street in London. Oak was appointed as subcontractor to carry out dry-lining works. Oak began work under a binding Letter of Intent ('the LOI'). The first paragraph of the LOI stated that it was the intention of the parties to enter into a formal contract based