HT-2023-BHM-000003 - [2024] EWHC 1089 (TCC)

On 5 February 2016, the Claimant, Ubhi Construction Limited, entered into a JCT contract with a company called Millenium Enterprises Limited (Millenium) for a residential development in Ironbridge (the Ironbridge Contract). The Ironbridge Contract was signed by Mr Bobby Dhanda (Mr Dhanda), who was a shareholder of Millenium and who had, on 21 January 2016, resigned as a director of Millenium. Mr Amratpal Singh (Mr Singh) was also a director and shareholder of Millenium.

Mr Dhanda and Mr Singh were also associated with the Defendant, Aspire Enterprises (UK) Limited. It is common ground that Mr Dhanda and others for the Defendant discussed with the Claimant a development at Willenhall. The project was to build houses and apartments. On 31 May 2016, the Claimant sent the Defendant a quotation for building 15 houses and 15 apartments. The quoted price for the works was £2,913,875. A revised quotation was prepared for 14 houses and 15 apartments and for a reduced price of £2,626,444. However, it appears that the Defendant decided to split the project into two phases: the houses and the apartments.

It is the Claimant’s case they entered into a JCT contract with the Defendant for the construction of fourteen houses at Willenhall on 19 August 2016 for the price of £1,398,375 (the Contract) and that Mr Dhanda signed it on that date for the Defendant. The Defendant denies that it ever entered into the Contract. The Defence, which was re-amended after the CCMC, at which it was agreed that the Defendant should clarify its allegations with regard to the signature of the Contract, states that Mr Dhanda “did not execute the Contract on behalf of the Defendant and that the signature B Dhanda was not written on the Contract by Mr Dhanda or with his authority or with that of the Defendant”.

In early September 2016, the Claimant secured the site at Willenhall with Heras fencing and brought plant to site, including portacabins, toilets, and canteen facilities. It is common ground that the Claimant cleared the site ready for development. The Claimant says that it did so as part of the preliminary work under the Contract. The Defendant denies the existence of the Contract. It alleges that the parties entered into an oral agreement on 27 November 2015 at the Village Hotel in Willenhall for the Defendant under which the Claimant agreed to clear the site for the price of £30,000. It alleges that that was the only contract between the parties for work at Willenhall and that the clearance work had been completed and paid for before the date of the Contract (the existence of which it denies). The Defendant’s alternative case is that, if the parties did enter into the Contract, it was conditional on the Defendant obtaining funding for the work.

The Claimant remained on site and continued to hire plant and equipment for the site. The parties corresponded on various issues, including drainage and utilities and the requirements of the Defendant’s proposed funders. Between March 2017 and October 2017, the parties were in correspondence about the project, including, in the latter stages, through solicitors. On 31 October 2017, the Defendant signed a contract with another contractor for the price of £1,179,456, which was significantly lower than the price stated in the Contract.

The parties agree that Defendant paid the Claimant £30,000. The Claimant says that was a payment towards the contract price as a result of the Claimant incurring costs and starting work. The Defendant says that was the agreed price for the oral contract to clear the site.

The Claimant has raised invoices for the period between September 2016 and October 2017 for the hire of plant and equipment and standstill charges, on the basis of delay to the project. Its monthly invoices are for £11.960, being £490 per week for portacabins, toilets, storage and fencing and £10,000 per month for standstill charges. It claims payment of those invoices, totalling £206,350.00. In addition, it claims damages for breach of contract, being its lost profit on the Contract which the Defendant prevented it from performing, calculated at 20% of the contract price, on the basis that it built a 20% profit margin into the price.

The Defendant denies liability to pay any of the claimed sums, on the basis it denies the existence of the Contract. Its position is that the only contract was the oral contract to clear the site for a price of £30,000, and that it has paid that sum.