Belong v Seddon: Pre-Construction Obligations Can Come Back to Haunt Contractors
The Technology and Construction Court has recently provided useful guidance on the relationship between pre-construction services agreements (PCSAs) and subsequent building contracts in Belong (Construction) Ltd v Seddon Construction Ltd [2026] EWHC 1275 (TCC). The decision serves as an important reminder that obligations undertaken during the pre-construction phase may continue to have significant consequences long after a formal building contract has been executed.
The dispute arose from the construction of a care home development. Prior to entering into a JCT Standard Building Contract, the parties had entered into a PCSA under which Seddon was required to carry out various pre-construction services in relation to partially completed works left behind by a previous contractor.
The Dispute
During the course of the project, air-sealing works became necessary and resulted in delay to the works. Seddon sought an extension of time on the basis that the additional works constituted a relevant event. However, the Contract Administrator rejected the application, concluding that the delay had arisen because Seddon had failed during the PCSA stage to properly inspect, open up and test the existing works. In the Contract Administrator’s view, the delay was therefore caused by Seddon’s own default.
The dispute was referred to adjudication, where Seddon successfully argued that the relevant obligation to open up and test the existing works appeared in the draft contract documents attached to the PCSA but did not appear in the final executed JCT contract. The adjudicator concluded that the later JCT contract superseded the earlier PCSA obligations and that Seddon could not therefore be deprived of its entitlement to an extension of time on that basis. Belong challenged the adjudicator’s decision through Part 8 proceedings before the Technology and Construction Court.
The Key Issue
The central issue before the court was whether liabilities arising from breaches of obligations under the PCSA survived once the parties entered into the subsequent JCT contract. The relevant clause provided that the parties’ rights and liabilities under the PCSA would be “subsumed into and be subject to” the JCT contract.
The Court’s Decision
The court drew an important distinction between contractual obligations and contractual liabilities. HHJ Stephen Davies explained that whilst the parties’ ongoing obligations under the PCSA came to an end when the JCT contract was executed, liabilities arising from earlier breaches of those obligations did not automatically disappear. The fact that a later contract omitted a particular obligation did not mean that a party was relieved from liability for an earlier breach committed while that obligation remained in force.
The court rejected the argument that the JCT contract had effectively wiped the slate clean. Instead, it held that liabilities arising from breaches during the PCSA period survived and remained enforceable after execution of the JCT contract. The phrase “subsumed into and subject to” did not extinguish those liabilities. Rather, it meant that they continued to exist but would thereafter be governed and enforced within the framework of the later contract.
The court also disagreed with the adjudicator’s conclusion that provisions excluding entitlement to extensions of time and loss and expense for contractor error, omission, negligence or default were limited solely to breaches of the JCT contract itself. The wording was sufficiently broad to encompass defaults committed under the earlier PCSA where those defaults remained relevant to the events giving rise to the claim.
As a result, the court held that the adjudicator’s interpretation was incorrect. The Contract Administrator had been entitled to take account of Seddon’s earlier failure to comply with its obligations under the PCSA when considering the extension of time application. Belong therefore succeeded in overturning the adjudicator’s decision.
Implications of the Decision
The judgment is likely to be of particular interest to employers, contractors and consultants involved in two-stage procurement and pre-construction arrangements. PCSAs are often viewed as preliminary agreements designed simply to bridge the gap before execution of the main contract. However, this decision demonstrates that obligations undertaken during that stage can continue to have significant consequences throughout the life of the project.
Contractors should therefore take care to ensure that pre-construction obligations are fully complied with and properly documented. A failure to carry out investigations, surveys, inspections or other pre-construction services may later be relied upon to challenge entitlement to extensions of time, loss and expense or other contractual remedies. Equally, employers should carefully review the interaction between PCSAs and subsequent building contracts to ensure that valuable rights are not inadvertently lost.
How CCC Can Help
Construction disputes frequently arise where pre-construction obligations, design responsibilities, site investigations and risk allocation are not clearly understood or properly documented. At Contract & Construction Consultants (CCC), we assist contractors, subcontractors, developers and employers with extension of time claims, loss and expense claims, disruption claims, final account disputes, adjudication proceedings and contract interpretation issues.
Our team regularly advises on the interaction between PCSAs, letters of intent, pre-contract negotiations and formal building contracts. Whether you are seeking to pursue or defend a claim arising from alleged pre-construction failures, we can help assess your contractual position, identify available remedies and develop a robust dispute resolution strategy.
