Rok engaged Bestwood to perform joinery services as a replacement for a previous subcontractor. Bestwood were required to provide weekend working. The parties attended a meeting in early February 2006, where they agreed various terms, including daywork and overtime rates. Subsequently, Rok sent a fax to Bestwood asking it to supply 6 x 2 fix joiners on a dayworks basis, rates as agreed on site. After Bestwood commenced work, Rok sent a pro forma “Instruction to Sub-Contractor” which stated the terms and conditions of Rok’s main order applied.

Later, on Rok’s invitation, Bestwood submitted a preliminary cost breakdown, for the remaining works. Rok later sent a further pro forma instruction for these works. Following completion by Bestwood, Rok wrote to Bestwood stating that under the terms of the SPC 2000, as amended, Rok would be withholding £239,688.25.

Bestwood commenced adjudication pursuant to the SPC 2000 conditions, as amended. The notice of adjudication specifically referred only to “Sub-Contract No 1”. Rok raised a jurisdictional argument that there was no agreement in writing within the meaning of s107 of the Act. The parties agreed to stay the adjudication whilst Rok issued Part 8 proceedings so the Court could determine if there was a contract in writing.

Firstly, the judge determined that the terms of the SPC 2000 had not been incorporated. The witness evidence was inconsistent and indicated to the judge that the documents had not been intended to apply to this project.

Secondly, the judge went on to consider whether a contract had been agreed at the February meeting and evidenced by the subsequent fax. The judge held that there was not a contract in writing. Following RJT Consulting, the judge considered the terms of the February meeting, from witness evidence, and compared this to the subsequent fax. The judge decided that the fax did not include all the terms that had been agreed orally, for example, the agreed rates were only agreed orally. Whilst not all were material to the dispute, they nevertheless all had to be evidenced in writing. The judge also made the point that whilst the fax mentioned that the parties had agreed a price, it did not give an exact price or a formula by which to work it out. To simply confirm that a price had been agreed was not sufficient. Therefore, the Adjudicator had no jurisdiction to decide the dispute referred to him.