HT-2022-000417 - [2025] EWHC 1691 (TCC)

30 Mar 2010

Planning permission granted for a 60-bed care home

Barnet Council

15 Dec 2014

The Defendant and its directors Gary Sharp and Christopher O'Brien introduced Toppan Holdings Limited (the "First Claimant") to Puma Investment Management Limited for development finance.

E/1.1

11 May 2015

The Defendant commenced the works under the Building Contract.

G1.8/1/3 at [2.2]

29 Jun 2015

Sapphire Building Services Limited ("Sapphire") engaged Augusta 2008 LLP (previously, Simply Construct (UK) LLP) (the "Defendant") by a JCT Design and Build Contract 2011 with amendments dated for the design and construction of the Care Home (the "Building Contract").

Aedifice Partnership LLP ("Aedifice") was appointed as the Employer's Agent under the Building Contract.

F2/1

6 Aug 2015

Sapphire engaged RDT Architects Limited (the "Third Party") by an appointment to perform architectural and engineering services.

[ • ]

30 Oct 2015

Sapphire, the First Claimant, and the Defendant entered into a collateral warranty ("Toppan Collateral Warranty") in respect of the building contract and works thereunder.

F9/2

10 Oct2016

Practical Completion of the Works under the Building Contract.

F2/2/2

13 Jun2017

Settlement agreement between Sapphire and the Defendant of the final account and all claims under the Building Contract, save for latent defects.

F2/4

14 Jun2017

The Building Contract was novated to First Defendant.

F2/5

Jul 2017

The Care Home opened for business.

F3.1/2/l

12 Aug 2017

The First Claimant granted a lease to the Second Claimant.

Fl/2

Jan 2018

The Care Home had 17 residents.

Dl.1/14

12 Jun 2018

First Claimant and BlackRock agreed heads of terms subject to contract for the sale of the freehold of the Care Home.

E/49

20 Jun 2018

Mr Fazal of Workman LLP ("Workman"), on behalf of BlackRock, inspected the Care Home and discovered fire safety defects.

E/50/1

21 Jun2018

Workman produced its initial comments to BlackRock recording defects.

E/50

Jun 2018

The Care Home had 31 residents.

Dl.1/14

4 Jul 2018

Workman technical note with Enquiry No. 1 for the First Claimant as to fire safety defects.

E/53/2

19 Jul 2018

Workman notified BlackRock and Lambert Smith Hampton ("LSH") that the First Claimant must prove the entirety of the structural frame has 60 minutes' fire protection.

G1.1D/4/144

24 Jul 2018

Workman notified BlackRock and LSH that it considered "all of the further information" but that the "position had not changed'. Workman reiterated that the First Claimant must prove that the entire structural frame has 60 minutes' fire protection.

G1. 1D/4/148

26 Jul 2018

Workman emailed its client, BlackRock: "this is not Workman being particularly awkward... this is a very important issue, and our opinion will not change on this point until factual information is provided demonstrating compliance".

G1.1D/4/150

30Jul2018

Claimants updated Lloyds on the BlackRock deal.

E/63

31 Jul 2018

First Claimant and BlackRock agreed subject to contract a 999-year leasehold with option to purchase the freehold.

E/67

1 Aug 2018

WFW provided to BCLP the agreements for exchange and completion.

E/67

2 Aug 2018

Quadrant A1 (Approved Inspector) and RDT (Architect) insisted that 60 minutes of fire resistance as built had been met.

E/69

3 Aug 2018

Workman concluded the structural frame had insufficient fire resistance.

E/70

6 Aug 2018

BlackRock communicated to LSH their intention for BCLP to down tools

"until there is certainty on the fire resistance issue".

E/71

8 Aug 2018

LSH sent further submissions to BlackRock and Workman.

E/72/2

10 Aug 2018

Workman reiterated position and inadequacy of the fire resistance.

E/72/1

13 Aug 2018

WFW requested an update from BCLP. BCLP responded: "Our instructions are not to do any further work until the fire issue is dealt with satisfactorily."

E/73/2

E/73/1

30 Aug 2018

BRE inspected the care home.

Mr Lennon of BRE informed the Claimants of the significance and likely scale of the defects, and of the likely remediation

Cap on residents at 44 (the maximum number over two of the three floors). Occupancy suppressed. Not viable for the Second Claimant to take on significant new additions which risk breaching the cap.

C3/1/5 at [16] E/75.2/3

C3/1/5 at [15]-[16]

Aug 2018

The Care Home had 34 residents.

D1.1/14

7 Sep 2018

Employer's Agent reiterated need to act fast with regards to the defects.

E/75.1/3

Claimants reiterated the need for fire defects to be resolved urgently due to operational impact on the care home.

E/75.2/2

LSH confirmed the significance of the defects on the BlackRock deal and losses to the Claimants.

E/75.1/1

10 Sep 2018

BRE provided its report to the Second Claimant.

E/76

14 Sep 2018

Aedifice approached Lawrence Webster Forrest ("LWF") as fire engineers to inspect the care home and advise on remediation.

E/79/4

19 Sep 2018

Email from LSH confirming BlackRock deal is off unless solution can be agreed on the fire defects.

E/76.1/4

20 Sep 2018

LSH reiterated BlackRock's and Workman's insistence that the care home must be fully compliant.

E/76.1/2

26 Sep 2018

Registration of variation of permission for 5 additional rooms, i.e. 65 total, for the Care Home is made.

E/223

27 Sep 2018

LWF formally engaged by the Second Defendant to advise on the defects and remediation works at the Care Home.

E/79/3

Sep 2018

The Care Home had 33 residents.

Dl.1/14

8 Oct 2018

LWF confirmed it had carried out an extensive review. Fire suppression was not sufficient to downgrade any fire rating of the structural walls or compartmentation.

E/79/1

Oct2018

The Care Home had 33 residents.

D1.1/14

15 Nov 2018

Sapphire entered a members' voluntary liquidation.

Companies House

16 Nov 2018

Further communications between Aedifice and LWF as to the appropriate remediation to the defects (up to 17 Dec 2018).

E/85

17 Dec 2018

LWF produced the design for the remedial works.

E/85

Dec 2018

The Care Home had 37 residents.

D1.1/14

15Jan2019

First Claimant formally notified the Defendant of the defects, requested the Defendant's remedial proposals, and invited inspection.

E/96

Jan 2019

Second Claimant placed a temporary stop on admissions due to defects and anticipated works. Recorded in the management account commentaries of January 2019 confirming temporary stop to admissions.

E/92.1

The Care Home had 32 residents.

D1.1/14

14 Feb 2019

Andy Taylor advised AIB of continued suppression on occupancy and that as a result of reduced admissions the First Claimant had breached the annual leverage covenant under the AIB facility.

E/109.1/5

19 Feb 2019

Andy Taylor advised AIB of continued suppression on occupancy

E/109.1/2

Feb 2019

Management account commentaries of February 2019 confirming temporary stop on admissions.

E/100.1

19 Mar 2019

Strategic Contracts Limited bid £1,293,686.19 plus VAT for the remedial works tender.

G1.3B/2/17

3 Apr 2019

AIB become increasingly involved and interested in Mill Hill, updates on the scope of work and on occupancy.

E/109.1/1

11 Apr 2019

Luciano Venetian Builders Ltd ("LVB") bid £640,000.00 plus VAT for the remedial works tender. Later increased to £680,000.00 upon confirmation of the scope and finishes and then increased again by reason of the discovery of yet further fire-safety defects which were the responsibility of the Defendant.

E/110/2

Bl/4

18 Apr 2019

Novus Property Solutions bid £697,187.40 plus VAT for the remedial works tender.

E/101/3

May 2019

The Care Home had 31 residents.

D1.1/14

21 Jun 2019

WFW wrote to the Defendant explaining that the First Claimant had been left with no alternative but to progress remediation by engaging an alternative contractor. WFW repeated the invitation to inspect. WFW repeated the request to provide evidence of notifying insurers.

E/122.2

24 Jun 2019

The Defendant wrote to WFW: (i) denying any liability, (ii) asserting that it did not have to propose any remediation, (iii) alleging that it had not been invited to inspect, (iv) conceded that it had not notified its insurer "as we feel there is no need'.

G1.1A/6/1

1Jul 2019

The First Claimant notified its intention subject to contract to enter into the remediation contract with LVB.

C2/21

16 Jul 2019

Nick Martin of Aedifice contacted Mark Fazal of Workman to ask whether Workman would review the remediation.

E/126.12

17 Jul 2019

Mr Fazal of Workman indicated he would need to check for a conflict of interest in order to be engaged.

E/126.14

Jul 2019

The remediation works commenced.

E/126.12/2

5 Aug 2019

The Defendant attended site and produced a short report denying any responsibility or liability for the defects.

E/130

17 Oct 2019

Elevation Advisers LLP ("Elevation") offered £16m for the freehold.

C1/40/1

28 Oct 2019

The Second Claimant recorded that the defects were "currently being addressed which is limiting occupancy. "

E/143.1/2

Dec 2019

The Care Home had 31 residents.

D1.1/14

Jan 2020

The Care Home had 30 residents.

D1.1/14

May 2020

Local Authority (Barnet Council) COVID-19 contract for up to 10 local authority residents.

E/157.1

8 Jun 2020

First Claimant wrote to the Defendant enclosing engrossments of collateral warranties for execution by the Defendant to the benefit of the Second Claimant.

G2.9/4/141

5 Aug 2020

First Claimant commenced Part 8 proceedings to compel specific performance of execution by the Defendant to the benefit of the Second Claimant of the Abbey Collateral Warranty.

G2.9/1

23 Sep 2020

The Defendant executed a collateral warranty ("Abbey Collateral Warranty") in respect of the building contract and works thereunder.

G2.1A/O. l/1

3 Nov 2020

Aprirose Real Estate Investment ("Aprirose") offered £18.5m freehold.

E/181.1

13 Nov 2020

Aprirose revised offer.

D2.3/17/4

11 Dec 2020

First Claimant adjudication under the building contract as the novated party in place of the employer (the "Toppan Adjudication").

G1.1

Second Claimant adjudication under the Abbey Collateral Warranty (the

"Abbey Adjudication").

G2.1

Dec 2020

The Care Home had 33 residents.

D1.1/14

Jan 2021

The Care Home had 35 residents.

D1.1/14

30 Apr 2021

Toppan Adjudication decision.

G1.8/1

Abbey Adjudication decision.

G2.8/1

May 2021

The Care Home had 35 residents.

D1.1/14

3 Aug 2021

Aprirose further revised offer: £16.4m on completion, with up to £3.2m on an earnout.

C1/42/4

Sep 2021

The Care Home had 46 residents.

D1.1/14

8 Feb 2022

Approval granted for variation of permission for 5 additional rooms, i.e. 65 total, for the Care Home.

E/223

4 Nov 2022

Sapphire dissolved.

Companies House

9 Mar 2023

Orea LGS Solutions Limited ("Orea") creditors' voluntary liquidation.

Companies House

4 Oct 2023

Defendant changed its name to Augusta 2008 LLP

Companies House

13 Oct 2023

CCMC

B1/1

28 Jun 2024

Deadline for exchange of Extended Disclosure in these proceedings as extended by consent between the parties

B1/3.1

9 July 2024

Supreme Court declared the Abbey Adjudication was without jurisdiction.

[ • ]

27 Sep 2024

Deadline for filing and mutual exchange of witness statements of fact in these proceedings as extended by consent between the parties

B1/3.2

18 Dec 2024

Consent order- Defendant's concessions.

B1/4