In Uniform Building Contractors Ltd v The Water and Sewerage Authority of Trinidad and Tobago (Trinidad and Tobago) [2026] UKPC 2, the Privy Council considered the application of a time-bar clause to a contractor’s variation claim and whether compliance with conditions precedent in a FIDIC contract was essential for the contractor to recover payment for disputed works.

The Water and Sewerage Authority engaged Uniform Building Contractors Ltd (UBC) under an amended FIDIC Yellow Book 1999 contract for a water pipeline project. The contract included procedural provisions for variations, including:

• UBC was required to give notice of a likely increase in cost and to seek a determination of the Engineer; and
• to make any claim for additional payment within 28 days (clause 20.1).

Disputes arose between the parties, and the contract was terminated. UBC commenced proceedings, seeking payment for additional work performed, despite not complying with the procedural requirements for notice and variations.

The trial judge dismissed the claim finding that UBC deviated “…from the express terms of its contract … at its own risk”.  Further, that the contract  “…catered for all eventualities, unforeseen circumstances and delays…” and that the claims by UBC were based on terms not forming part of the contract nor to be implied.

The Court of Appeal overturned the decision on the basis that the trial judge placed undue emphasis on the strict language of the contract when the parties had been more flexible in its operation. The Court of Appeal held that the parties had “…mutually agreed a different method of performance…” and the site Engineer had approved the variations, waiving the notice requirements and time frames.

On appeal the Privy Council overturned the Court of Appeal’s decision and UBC’s claim was dismissed.

The Privy Council confirmed that the contract terms determined whether an item of work was a variation. Under the terms of the lump sum contract the disputed items amounted to an “underestimate of the work required” and were not variations as defined.

Further the Privy Council found that the absence of contractual analysis in the Court of Appeal’s reasoning was a “fundamental flaw”. The Privy Council held that clause 20.1 was a condition precedent and that by reason of the failure to request a determination by the Engineer and also to make a claim under the contract UBC had no entitlement to a variation. The waiver and estoppel arguments were dismissed by reason of both the absence of pleading and any evidence at trial and the contractual restriction on the Engineer’s authority to relieve the parties of their obligations.

This decision provides guidance on the importance of compliance with notice requirements and time-bar clauses in construction contracts.

The decision can be found here.

For more on time bars, our article “Contractual notice and bars to entitlement on major projects – Working towards a fairer approach” can be found here.