In Gordon Winter Company Ltd v NH International (Caribbean) Ltd (Trinidad and Tobago) [2025] UKPC 52, the Privy Council considered whether a claimant who denied the existence of a contract and sued for non-contractual relief, could nonetheless recover on a contractual basis once a contract was found to exist.

NH engaged Gordon Winter Company Ltd to perform piling works for the construction of a ten-storey Ministry of Education building. The site suffered from unforeseen soil conditions and it was necessary to alter the piling specifications.

Following a period of non-payment, Gordon Winter commenced proceedings seeking ‘quantum meruit’ (reasonable remuneration for the piling work) on the basis of unjust enrichment. Gordon Winter denied that there was a contract between it and NH, and argued that it was entitled to reasonable payment because it would be unjust for NH to benefit from the works without paying.

At first instance and on appeal, Trinidad and Tobago courts found that a contract did exist between the parties. This precluded Gordon Winter from making a quantum meruit claim based on unjust enrichment. However, because the contract terms provided for reasonable payment for variations where the contract did not otherwise supply a rate, Gordon Winter was entitled to damages under the contract, calculated based on a contractual quantum meruit.

On appeal to the Privy Council, NH argued that Gordon Winter should not be entitled to damages on a contractual quantum meruit basis as it had not pleaded that cause of action. NH submitted that Gordon Winter’s entire case was based on establishing that there was no contract covering the variation works. To allow Gordon Winter to succeed on that claim now, would be unfair as NH had not had the opportunity to raise corresponding defences.

The Privy Council rejected these arguments. It held that, having successfully established the existence of a contract covering the variation claims, NH could not then complain that the same contractual analysis led to GW’s entitlement to damages under the contract. In reaching its conclusion, the Privy Council noted the unfairness that would arise if NH accepted that it had requested work, and Gordon Winter had done that work, but Gordon Winter should receive no payment for the work that it had done because of a pleading issue.

The Privy Council considered NH’s submissions as to its ability to raise corresponding defences and rejected them on the facts.

While not binding in Australia, the case provides a useful discussion by the UK’s most senior judges on quantum meruit principles also seen in Australia.

The decision can be found here.