The JCT DB16 Contract establishes a rigorous final account regime specifically designed to provide certainty and finality. Oakland Wantage Care Home Ltd v Stepnell Ltd [2026] EWHC 1530 (TCC) underscores the critical commercial reality: the Court favours the strict application of contractual mechanics over common-sense shortcuts in respect of ‘Conclusivity Clauses’. For contractors and employers, a failure to navigate the precision of document labelling or the timing of notices can result in draconian consequences, foregoing the right to dispute multi-million-pound accounts.

Timeline of Events

Oakland’s Part 8 Contentions

Relevant Contractual Provisions

‘Conclusive Evidence’ clauses serve as the bedrock of commercial finality, providing contractually agreed limits to the scope of disputes. In the JCT 2016 suite, these clauses ensure that once the rectification period ends and the final account is settled, the parties’ liabilities are fixed, shielding them from the long tail of litigation.

Under clause 4.24.2, a valid Final Statement must meet mandatory criteria, and under clause 4.24.5, the due date is triggered one month after the latest of three events (in this case being the issue of the Final Statement).

Conclusivity of the Final Statement is dealt with by two alternative routes. Under clause 1.8 and relevant to this case, under clause 4.24.6: “Except to the extent prior to the due date for the final payment the Employer gives notice to the Contractor disputing anything in the Final Statement or the Contractor gives notice to the Employer disputing anything in the Employer’s Final Statement, and subject to clause 1.8.2 the relevant statement shall upon the due date become conclusive as to the sum due under clause 4.24.2 and have the further effects stated in clause 1.8.”

The 2022 Statement under the ‘Reasonable Recipient’ Microscope

When interpreting contractual notices, the TCC has shifted decisively from subjective intent to objective understanding. The Court focuses on how a document would be understood by a reasonable recipient in the position of the parties, knowing the relevant contextual scene.

Drawing from the principles in Advance JV v Enisca Limited [2022] EWHC 1152 (TCC), the Court rejected the February 2022 statement’s validity as a Final Statement with the due date one month after the Notice of Completion of Making Good on 20 September 2022 (the latest of the three events in clause 4.24.5).

The court reasoned that this statement was expressly headed “draft FA” signalling it was a negotiation tool, not a final account. Further, columns were headed “Forecast of the FA” and the document included “TBA” figures and a “budget figure.” Finally, the Court highlighted that the submission stated on its face that “further and better particulars will be produced with our final account.”

Procedural Finality of Clause 4.24.6

Instead, the Court accepted the 2024 Statement as the Final Statement and the dispute turned on whether Oakland had successfully challenged it. Oakland argued that so long as there is notice disputing anything in the statement prior to the due date, the conclusivity provision will not take effect.  It said that clause 4.24.6 does not expressly preclude prior notice being given, nor does it require notice that the Final Statement itself is disputed.

Stepnell argued that notice is a post-condition to the Final Statement and one cannot dispute the contents of a specific document before that document exists. The Court agreed: “Notice of dispute is thereby required in relation to anything in the Final Statement. It must be a pre-condition to that notice that the Final Statement shall first have been given.  It follows that correspondence prior to the issue of a Final Statement is not notice for the purposes of clause 4.24.6.”

It can be inferred from the judgment that the due date was a month after the 9 February 2024, i.e., Oakland was required to notify by 9 March 2024. The Court reasoned that “to avoid conclusivity, an Employer is required to give notice disputing anything “in” the Final Statement”. Oakland failed to give notice within a month of the Final Statement and so its Part 8 challenge was unsuccessful.

Commercial Implications

This case provides a stark warning that the JCT 2016 payment mechanics are unforgiving and reliance on historical correspondence might prove fatal. That is to say, parties cannot rely on a rolling stream of defensive correspondence before the issue of the Final Statement and they must treat any document that could objectively be construed as a valid Final Statement with fresh, standalone formal responses, regardless of how thoroughly the underlying issues were previously disputed.

Further Considerations – Adjudication & Conclusivity Clauses

There would seem to be some tension between the temporarily binding nature of adjudication and conclusivity clauses. While Section 108(3) of the Act states that an adjudicator’s decision is binding “until the dispute is finally determined by legal proceedings, by arbitration (if the contract provides for arbitration or the parties otherwise agree to arbitration) or by agreement,” the JCT DB16 states that should a party fail to dispute the Final Statement then it becomes conclusive “subject to clause 1.8.2”, where clause 1.8.2 states:

This might be understood as any adjudication brought within 28 days of the Final Statement has the effect of suspending any conclusivity provisions and that following the decision of the adjudicator, a party has 28 days to commence further proceedings. That would suggest any failure to commence further proceedings within 28 days and the adjudicator’s decision will become conclusive and the statutory right to final determination of the ‘true value’ is foregone.

As observed by Coulson J (as he then was) in Fenice Investments Inc v Jerram Falkus Construction Ltd [2011] EWHC 1678 (TCC): “(25) I acknowledge that there is a gap between the language of clause 1.9.4 [JCT DB 2005] and its intended purpose. But, for the reasons I have given, I conclude that clause 1.9.4 was plainly intended to ensure that, if there was an adjudication after the Final Account had been provided, the losing party had 28 days in which to challenge the result, or the result became conclusive...”

It is submitted that, although there may initially appear to be some conflict, the final paragraph of the Act S.108(3) provides that conclusivity clauses are in fact in accordance with the Act: “The parties may agree to accept the decision of the adjudicator as finally determining the dispute.”