Oakland Wantage Care Home Ltd v Stepnell Ltd [2026] EWHC 1530 (TCC)
One of the recurring themes I encounter, whether acting as a quantum expert witness, party representative in adjudication, or advising on final account disputes, is the assumption that simply calling a document a “Final Statement” is enough to engage the contractual machinery under the JCT Design and Build Contract.
The Technology and Construction Court has recently provided welcome clarification in Oakland Wantage Care Home Ltd v Stepnell Ltd [2026] EWHC 1530 (TCC), confirming that the courts will look beyond labels and instead consider the substance of the document and the contractual process.
You can read the judgment on BAILII here:
https://www.bailii.org/ew/cases/EWHC/TCC/2026/1530.html
Background
Oakland Wantage Care Home Ltd [“Oakland”] engaged Stepnell Ltd [“Stepnell”] under an amended JCT Design and Build Contract 2016 for the design and construction of a 65-bed care home.
Practical Completion was certified on 26 April 2021, after which the parties entered the familiar process of agreeing the final account.
In February 2022, Stepnell submitted a document setting out its valuation. However, the document repeatedly referred to itself as:
- a draft;
- containing forecast figures;
- estimates and budget information; and
- anticipated further information being provided.
Oakland responded with its own valuation and negotiations continued for almost two years.
In February 2024 Stepnell issued a further statement which it contended was the contractual Final Statement.
When payment was not made, and no Final Payment Notice or Pay Less Notice was served, Stepnell commenced adjudication and succeeded.
Oakland subsequently commenced Part 8 proceedings asking the Court to determine whether:
- the 2022 document was in fact the contractual Final Statement; and
- if not, whether earlier correspondence disputing the valuation could nevertheless satisfy clause 4.24.6 of the contract.
The Court’s Decision
The Court rejected Oakland’s arguments on both issues.
1. A draft is still a draft
The Court applied the familiar objective test:
How would a reasonable recipient understand the document?
The answer was straightforward.
Although the February 2022 document contained a valuation, it expressly described itself as a draft, contained forecast figures and anticipated further information.
Objectively viewed, it simply lacked the characteristics of a definitive contractual Final Statement.
The Court therefore held that it could not trigger the conclusivity provisions contained within clause 4.24 of the JCT Design and Build Contract.
2. You cannot dispute a Final Statement before it exists
The more interesting issue concerned clause 4.24.6, which provides that the Final Statement becomes conclusive unless, before the due date for final payment, notice is given disputing anything “in the Final Statement.”
Oakland argued that it had already disputed many of the same valuation issues during negotiations in 2022.
The Court disagreed.
The wording of the clause was decisive.
A notice disputing matters in a Final Statement necessarily assumes that the Final Statement already exists.
If the Final Statement has not yet been issued, it is logically impossible to dispute something contained within it.
Accordingly, earlier correspondence—even if dealing with precisely the same valuation issues—could not satisfy the contractual notice requirements.
Only a notice served after the relevant Final Statement existed could prevent the statement becoming conclusive.
Why This Matters
Although the decision concerns the JCT Design and Build Contract 2016, the principles have much wider application.
The judgment reinforces two themes that regularly arise in payment and final account disputes.
Substance prevails over labels
Simply renaming an interim valuation or negotiation document as a “Final Statement” will not necessarily make it one.
The Court will consider:
- the wording used;
- whether the document is expressed to be provisional;
- whether further information is anticipated;
- whether a reasonable recipient would understand that the contractual final account process has concluded.
In practice, parties frequently continue negotiating whilst circulating documents described as drafts or revised accounts. This decision confirms that such documents may never become contractual Final Statements at all.
Notice provisions will be applied strictly
The courts continue to demonstrate that contractual notice provisions are to be interpreted according to their wording.
This is entirely consistent with the modern approach adopted across payment and adjudication cases.
Where a contract requires notice to dispute a Final Statement, parties cannot rely upon earlier correspondence, however extensive those negotiations may have been.
The contractual sequence matters.
Practical Lessons
For contractors, ensure that when issuing your contractual Final Statement:
- it is clearly intended to be final;
- it does not describe itself as draft or provisional;
- it contains the information required by the contract; and
- there is no ambiguity that the contractual final account process has reached its conclusion.
For employers, the decision is equally important.
Once a genuine Final Statement has been served, do not assume that previous negotiations preserve your position.
If the contract requires a notice disputing the Final Statement, that notice should be served in accordance with the contractual timetable.
Failure to do so may result in the Final Statement becoming contractually conclusive.
My Thoughts
From a quantum perspective, this decision is a useful reminder that final account disputes are often determined not by the underlying valuation, but by whether the parties have correctly operated the contractual machinery.
Too often I see parties become focused solely on the valuation exercise whilst overlooking the procedural requirements that ultimately determine whether those valuations can still be challenged.
The TCC has once again emphasised that contractual mechanisms are there to be followed, and that precision in both drafting and contract administration remains essential.
For those involved in JCT projects, Oakland v Stepnell is required reading.