Judgment handed down in Netomnia Ltd v MJ Quinn Integrated Services Ltd [2026] EWHC 1824 (TCC)

Introduction and Overview

This recent decision of the TCC (Eyre J), handed down on 24 July 2026, confirms the importance of complying with contractual requirements relating to the form and contents of a payment notice in order for the notice to be valid for the purposes of section 110B(4) of the Housing Grants etc. Act 1996. It also highlights the utility of the Part 8 procedure for obtaining speedy final determinations and confirms that the Part 8 procedure will only be unsuitable where there are disputes of fact that are substantial and which cannot be resolved by reference to the documents before the Court.

Background and Issues

Proceedings under Part 8 were brought by the fibre-optic network operator Netomnia Limited (Netomnia) against its contractor MJ Quinn Integrated Services Limited (Quinn).

The central issue was whether an application for payment issued in the sum of £3,770.84 was a valid payment notice capable of giving rise to a liability to pay the notified sum. The payment application was one of 148 that had been issued by Quinn on the same day in a similar format in sums totalling just over £4.717 million. Quinn successfully brought a “notified sum” adjudication claiming payment of the amount applied for on the basis that no timely pay less notice had been given.

Netomnia sought a final determination using the Part 8 procedure, arguing that the payment application was not valid because it did not: (1) include a reference to the relevant purchase order number (which was an express requirement of the payment provisions in the relevant framework contract); and (2) did not meet an additional contractual requirement to provide documentation and information “reasonably required in order to verify the accuracy” of the payment application, as the framework agreement also expressly required. Netomnia’s case was that in addition to the requirement to provide a purchase order number, that required payment applications also to include a unique polygon ID and feature ID, which would allow Netomnia to identify the location on its network where the relevant works for which payment was claimed had been carried out in order to be able to verify the contents of the payment application. Those details had been provided in previous payment applications issued by Quinn.

Quinn argued that it had not been provided with a relevant purchase order or that the purchase order did not correspond with the works for which payment was claimed because the payment application only related to obtaining permits and claims for an indexation uplift which were not referenced in the purchase order. It also argued that the polygon ID and feature ID were not required because the relevant works only related to a single polygon and Netomnia could identify the relevant works from a work order reference which had been included in the payment application.

The case therefore raised the question of how strictly contractual requirements as to the form and content of payment notices would be enforced.

The Court’s Decision and Reasoning

Eyre J found for Netomnia on all issues, concluding that the payment notice was not valid and was not capable of giving rise to an obligation to pay the notified sum. In doing so, he applied the comments made by Akenhead J in Henia Investments Inc v Beck Interiors Ltd [2015] EWHC 2433 (TCC) and of Joanna Smith J in Advance JC v Ensica Ltd [2022] EWHC 1152 (TCC) to the effect that in order to be valid, in addition to complying with the relevant statutory requirements, a payment notice must also comply with any more restrictive requirements contained in the applicable contract.

In relation to the requirement to provide a reference to a purchase order, the Court found that a purchase order had been sent to MJ Quinn two and a half years prior to the payment application (which Quinn conceded in its evidence). Eyre J also concluded that the purchase order corresponded to the payment being applied for because it related to the same polygon and the same underlying works to which the claim for payment in respect of permits and indexation related. 

In concluding that the polygon ID and feature ID were “reasonably required in order to verify the accuracy” of the payment application, the Court had regard to the context of the parties’ commercial arrangements and the fact that the framework agreement involved high volumes of relatively low value works being carried out in disparate geographical locations. Netomnia was therefore entitled to insist on the identifiers required by its systems to validate payment claims being included in payment applications, particularly given the short timescales required by the payment machinery.

The suitability of the Part 8 Procedure

Quinn also made an application challenging the suitability of the Part 8 procedure on the basis that there were factual issues between the parties. They included an allegation that an estoppel by convention had arisen because Netomnia had previously made payment against applications where no purchase order had been referenced in the payment application.

That application was dismissed. The Court concluded that in order for such an estoppel to arise, there would have to have been a shared, communicated assumption or course of dealing where Netomnia regularly made payment against applications that omitted not only the purchase order reference, but also the polygon ID and feature ID. Quinn’s evidence was that, at most, Netomnia had made payment against applications lacking a purchase order number, but had not done do against applications lacking all three identifiers. The Court also concluded that any factual issues were ones of nuance and emphasis, which could be resolved by reference to the available contemporaneous documents.

Conclusion

The decision in Netomnia provides an important and salutary reminder that:

(a) The Courts will enforce contractual requirements as to the form and content of payment notices where they serve a genuine commercial purpose.

(b) Failure to comply with requirements as to the form and content of payment applications contained in a contract may well invalidate the application and prevent the party making the application from recovering payment. Contractors and subcontractors should therefore take care to ensure that their applications comply with all such requirements, even if they believe that the payor ought to be able to assess the application without them.

(c) Part 8 remains a valuable means of obtaining speedy final determinations on adjudication-related issues. Moreover, the mere assertion of an estoppel or other factual dispute will not necessarily make the case unsuitable for determination under Part 8. The Court will carefully consider whether asserted issues of fact are substantial so as to require disclosure and/or cross-examination. Where issues of fact can be resolved by reference to contemporaneous documents, Part 8 will be appropriate.

(d) Where issues of estoppel are raised in the context of a challenge to the suitability of the Part 8 procedure, the Court will consider whether the evidence presented makes out a primary case establishing an estoppel.

Thomas Crangle, instructed by Gurbinder Grewal and Georgina Barlow of Mantle Law, acted on behalf of the Claimant.

Case note written by Galen Lambert.

View the full judgment here.