Jurisdiction(s):
United Kingdom

TCC: amended JCT 2016 D&B puts asbestos surveys and structural strengthening risk on contractor; wrongful suspension/termination was repudiatory (BNP Paribas Depository Services v Briggs & Forrester) (England and Wales)

Published on: 03 December 2024

Published by a LexisNexis Construction expert

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Article summary

Contractual interpretation and termination: Misunderstanding of contract terms leads to repudiatory breach (BNP Paribas Depository Services v Briggs & Forrester)

BNP Paribas Depository Services Ltd and another v Briggs & Forrester Engineering Services Ltd – [2024] EWHC 2903 (TCC)

What are the practical implications of this case?

The judgment serves as a timely prompt to approach amendments to industry-standard templates with care. The court will apply the wording agreed, rather than what was discussed beforehand. Where a standard form underlies the bargain, bespoke conditions typically dominate, and, as between competing terms, the specific will trump the general.

Exercise caution when modifying standard form agreements.
The courts give effect to the language used.
As a rule, pre-contract negotiations are inadmissible when construing the contract.
Where a standard form underpins the deal, special conditions carry greater weight, unless displaced by the contract.
Specific provisions prevail over general ones.
Any departure from clear terms requires proof—within the contract or admissible factual matrix—of a clear, unequivocal agreement creating a defined carve-out.

Absent such clarity, a misunderstanding of the contractual terms can amount to a repudiatory breach...

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