RWE Npower Renewables Ltd v J N Bentley Ltd
2014
COURT OF APPEAL (CRIMINAL DIVISION)
United Kingdom
CORAM
- LORD JUSTICE MOORE-BICK
- LORD JUSTICE TOMLINSON
- LORD JUSTICE McCOMBE
Areas of Law
- Contract Law
- Construction Law
2014
COURT OF APPEAL (CRIMINAL DIVISION)
United Kingdom
CORAM
AI Generated Summary
This case involves a dispute over a construction contract for a hydroelectric project in Scotland. The primary legal issue centered on whether Bentley’s obligations were governed by the detailed requirements of clause 6.2 or the more general terms of Option X5 of the Contract Data. The trial court found in favor of RWE, holding that Bentley was to complete all work described in clause 6.2. The Court of Appeal confirmed this, emphasizing that contract documents should be interpreted to complement one another and only in cases of clear and irreconcilable discrepancy should precedence rules be applied. Bentley's appeal was dismissed.
Judgment
Lord Justice Moore-Bick :
This is an appeal from the order of Akenhead J. giving judgment for the respondent, RWE Npower Renewables Ltd (“RWE”), against the appellant, J N Bentley Ltd (“Bentley”), on its claim for declaratory relief.
The dispute between the parties arises out of a contract for civil engineering works in connection with the construction of a hydro-electricity generating plant in Scotland. By an Agreement dated 22 nd March 2010 Bentley agreed to carry out the works as defined in, and on the terms of, the documents referred to in clause 2, all of which were agreed to form part of it and were to be read and construed accordingly. Clause 2 also provides that the documents to which it refers should be read and construed in a prescribed order of precedence.
The Agreement as a whole is based on standard terms derived from the NEC3 Engineering and Construction Contract, June 2005 edition (with amendments June 2006). It is lengthy and complex, but for present purposes it is necessary to refer to only a few of its provisions. Before doing so, however, it may be helpful to say a little more about the nature of the project and the structure of the Agreement. In simple terms the project comprised the following four elements: (i) a power house, in which the plant and machinery were located; (ii) the turbines and switchgear; (iii) a pipeline through which water from the upper reaches of the river was led into the turbines (known as the “penstock pipeline”); and (iv) a pipeline by which the water was led back to the lower reaches of the river after passing through the turbines (known as the “tailrace”). Bentley was employed to construct the powerhouse and the pipelines, including the “intake” through which water from the river entered the penstock pipeline. The amount of pipework involved was substantial: the penstock alone was about 3.5 kilometres in length.
The primary document referred to in the Agreement is entitled ‘Contract Data’, Part 1 of which contains the primary terms of the contract. It includes in clause 1 a general description of the works to be undertaken in the following terms:
“ . . . the construction of the civil works associated with the Black Rock hydro scheme as more comprehensively set out in Part 2 Works Information.”
Clause 3 deals with time. It includes the following provision:
“The key dates and conditions to be met are:
. . .
3. Completion of pipeline testing 24 November 2010
. . .
5. Completion of intake 2