The test for deciding whether a document is a contractual Final Statement or merely a work-in-progress is how the document would have been understood by a reasonable recipient aware of the surrounding facts. Getting it wrong can be costly. In Oakland Wantage Care Home Ltd v Stepnell Ltd [2026], the TCC had to work out which of two competing statements was the true Final Statement under a JCT D&B contract, and whether the employer’s earlier objections to the first statement could prevent the second one from becoming conclusive.
What happened?
Oakland engaged Stepnell under a JCT D&B Contract for the construction of a care home in Wantage. A dispute arose over the final account. Stepnell submitted two statements: one in 2022 marked “Draft”, and one in 2024.
Oakland disputed the 2022 statement but didn’t respond to the 2024 statement. An adjudicator ruled the 2024 statement was the relevant Final Statement and that it had become conclusive, since no challenge followed it.
Oakland paid up, then sought a declaration that it could still challenge the true value of the account, on the basis that the 2022 statement was actually the operative Final Statement and Oakland’s earlier objection was enough to preserve the dispute.
What did the Court decide?
- The legal test is how a reasonable recipient, with the relevant background knowledge, would understand the two statements. The Court held that no reasonable recipient would treat an account headed “Draft” and containing forecast and provisional figures as the contractual Final Statement, so the 2024 statement was the operative one.
- A notice disputing the Final Statement must be given after the Final Statement is issued. Earlier correspondence, no matter how clearly it flagged a dispute, cannot satisfy this requirement.
- Since the employer failed to serve notice disputing anything in the 2024 Statement, it became conclusive in line with clause 4.24.6 of the contract and Oakland lost the right to challenge the true value.
What can we learn from this?
The practical lesson is to wholly engage with the final account close-out process, follow the contractual procedures and give timely notices. Disputes like this may be avoided if contractors make Final Statements unmistakably final, and employers respond quickly and properly to each notice received, regardless of what’s been said in earlier rounds of negotiation.
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This article contains information of general interest about current legal issues, but does not provide legal advice. It is prepared for the general information of our clients and other interested parties. This article should not be relied upon in any specific situation without appropriate legal advice. If you require legal advice on any of the issues raised in this article, please contact one of our specialist construction lawyers.
© Hawkswell Kilvington Limited 2026
