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The Privy Council decision in Uniform Building Contractors Ltd (UBC) v the Water and Sewerage Authority of Trinidad and Tobago (WASA) [2026] UKPC 2 is a stark reminder for contractors - fail to give timely notice and you may lose your claim entirely.
The decision confirms that FIDIC clause 20.1 from the International Federation of Consulting Engineers is a strict condition precedent to payment, and that termination does not revive claims that were already time-barred.
The facts
WASA engaged UBC to design, supply and install approximately 28km of pipeline from Rio Claro to Mayaro for TTD 28 million under an amended FIDIC 1999 Yellow Book (design-build) contract.
WASA terminated the contract in 2009. UBC subsequently claimed TTD 13.9 million for what it said were variations to the works – specifically, laying pipes in the roadway rather than the verge, disposing of unsuitable excavated material, importing backfill, and carrying out night work.
Clause 20.1 of the FIDIC 1999 General Conditions states:
"... the Contractor shall give notice to the Engineer, describing the event or circumstances giving rise to the claim ... as soon as practicable, and not later than 28 days after the Contractor became aware or should have become aware of the events or circumstances. If the Contractor fails to give notice of a claim within such period of 28 days ... the Contractor shall not be entitled to additional payment, and the Employer shall be discharged from all liability in connection with the claim ..."
WASA argued the items were not variations and, in any event, UBC had no entitlement because it had failed to comply with clause 20.1. The High Court dismissed UBC's claim. The Court of Appeal reversed, awarding UBC TTD 13.9 million. WASA successfully appealed to the Privy Council.
Key issues
Clause 20.1 is a condition precedent
The Privy Council held that clause 20.1 was "in classic condition precedent form". The "defining feature of a condition precedent is dependency between the requirement and the relief; one must be conditional upon the other". UBC's failure to give notice within 28 days was fatal to any contractual entitlement.
This was consistent with its earlier decision in NH International (Caribbean) Ltd v National Insurance Property Development Co Ltd [2015] UKPC 37 and Akenhead J's decision in Obrascon Huarte Lain SA v Attorney General for Gibraltar [2014] EWHC 1028 (TCC).
While clause 20.1 in the FIDIC 2017 form had "slightly more flexible provisions", it too was clearly a condition precedent.
Termination does not revive time-barred claims
The Court of Appeal had reasoned that because the contract was terminated, clause 20.1 no longer applied. The Privy Council firmly rejected this. Termination operated prospectively, not retrospectively.
Contract terms govern the parties' conduct up to termination, and "rights and obligations that have already been unconditionally acquired remain unaffected". The 28-day period had expired long before termination – the eventual termination "could not in law resurrect claims that had not been made in time".
Work within contract scope is not a variation
Independently of the notice issue, the Privy Council found the disputed items were not variations at all. Whether work constitutes a variation is primarily a matter of contractual interpretation, “the Engineer’s view may be of some potential relevance, but it cannot displace the proper application of the terms of the contract”.
Cutting and excavating asphalt roadways, disposing of unsuitable material, importing suitable backfill, and carrying out night work were all contemplated by the contract documents and priced by UBC as part of its lump sum tender. As such, these items were not variations.
Waiver and estoppel must be pleaded and proved
The Privy Council rejected UBC's argument that it would be "unfair" for WASA to benefit from additional work without paying. Waiver and estoppel arguments required proper pleading and evidence – these issues had “neither been pleaded, nor addressed in the evidence, nor raised in any form before the trial judge”.
Chapman Tripp comment
This decision reinforces that time bar provisions in construction contracts will be enforced strictly. The Privy Council was clear about the purpose of notice requirements: "to ensure certainty so that, if there were claims for additional monies ... they were clearly set out and promptly made". Notice requirements are not procedural hurdles that can be waived by informal arrangements or overcome by appeals to fairness – they are conditions precedent that determine whether a claim exists at all.
For contractors, the message is clear: maintain disciplined and timely contract administration. Claims must be notified within the contractual timeframes, even if the contractor believes the position is understood or that matters can be sorted out later. The Board noted that UBC's disputed items "were all known to UBC shortly after the works began and certainly by the end of 2007" – yet no claim was made before the contract was terminated in 2009.
The decision also confirms that the Engineer's views on whether work constitutes a variation, while relevant, are not determinative. Contractors should not assume that an Engineer's informal acceptance of additional work will translate into contractual entitlement – the contract documents themselves determine what is within scope.
Principals should equally take note. Reliance on strict time bars is a legitimate contractual defence, but informal conduct may give rise to waiver or estoppel arguments if properly pleaded. Clear communication about the contractual requirements – and consistent enforcement of them – will reduce the scope for such arguments.
