Going solo: Can joint venture partners invoke dispute resolution mechanisms unilaterally?

In two recent cases, the Singapore High Court and English High Court (TCC) have considered whether a joint venture party can unilaterally invoke the contractual dispute resolution mechanism against a counterparty and reached opposite conclusions. 

In DRO v DRP [2025] SGHC 255, the Singapore High Court held that an unincorporated contractor joint venture party had the requisite locus standi to commence arbitration proceedings against the owner, notwithstanding that those proceedings had been brought without its joint venture partner. In contrast, in Darchem Engineering Limited v Bouygues Travaux Publics and Laing O’Rourke Delivery Limited [2026] EWHC 220 (TCC), the Technology and Construction Court (TCC) held that the claimant, as one of two participants in an unincorporated subcontractor joint venture, could not unilaterally commence adjudication proceedings against the main contractor.

In reaching these conclusions, the courts considered the respective contracts "as a whole". The judgments confirm the importance of consistent drafting and remind joint venture partners to carefully consider the terms of their contracts if they wish for a joint venture partner to be able to unilaterally invoke the dispute resolution clause against the joint venture’s counterparty.

Background

DRO v DRP [2025] SGHC 255

DRO (the Applicant and Owner) contracted with an unincorporated consortium comprising DRP (the Respondent and On-shore Consortium Partner) and Co A (the Off-shore Consortium Partner). The contract provided that:

• Co A and DRP shall "jointly and severally" be referred to as the "Contractor"; 
   
• both the Owner and the Contractor shall be referred to as a "Party" individually and as "Parties" collectively;
   
• the On-shore Consortium Partner and Off-shore Consortium Partner will invoice separately to the Owner in respect of its allocated scope, and the Owner shall make payment to the respective consortium party; and
   
• "[a]ll disputes […] shall be finally settled by arbitration". 

DRP commenced arbitration proceedings against DRO for payment of: (a) two final milestone invoices; and (b) additional works carried out. DRO brought a jurisdictional challenge before the Singapore High Court, including on grounds that DRP had no locus standi to commence arbitration proceedings without joining Co A as claimant.

Darchem Engineering Limited v Bouygues Travaux Publics and Laing O’Rourke Delivery Limited [2026] EWHC 220 (TCC)

An unincorporated joint venture comprising Bouygues Travaux Publics and Laing O’Rourke Delivery Ltd (formerly Laing O’Rourke Construction Ltd), known as BYLOR (the Contractor), entered into a subcontract with a second unincorporated joint venture comprising Darchem Engineering Ltd (Darchem) and Framatome Ltd (formerly Efinor Ltd), known as EDEL (the Subcontractor). The subcontract:

• identified the agreement as being made between Bouygues and Laing O’Rourke "acting jointly and severally" as the "Contractor" and Darchem and Efinor Ltd "acting jointly and severally" as the "Subcontractor";
• stated underneath the above that "[a]ll of the above are together known as the ‘Parties’";
• provided at Clause 11.2(11) of the Conditions of Subcontract that "[t]he Parties are the Contractor and the Subcontractor"; and
• provided in the dispute resolution clause that "any Party may at any time […] seek adjudication of any Dispute".

Darchem sought to enforce by way of summary judgment an adjudicator’s decision concerning the Subcontractor’s claims against the Contractor. The adjudication proceedings had been brought by Darchem alone.¹

Judgments

In both cases, the courts considered that the contracts must be viewed "as a whole". The courts did not look solely at the dispute resolution clause.

Amongst other things, the court in DRO found that: 

• the "structure of the Contract itself recognises that the [joint venture partners] do not have to act jointly in every instance". The term "Contractor" was defined as the partners "jointly and severally". Accordingly, "Contractor" could mean a partner acting on its own. Whether it did would depend on the context, for example regarding the joint venture partner-specific invoicing and payment provision; 
   
• it was clear (and not in dispute) that the arbitration clause could be invoked by either "Party" (i.e., the Owner or the Contractor). Whether the "Contractor" in that context meant both joint venture partners together "depends on the nature of the dispute". As the dispute in question arose from DRO’s alleged failure to pay DRP in accordance with the joint venture partner-specific invoicing and payment provision, the "Parties in dispute" for the purposes of the arbitration were DRP and DRO alone; and
   

• it would, in any event, make no commercial sense if DRP was unable to commence arbitration proceedings unilaterally in circumstances where: (i) the claim was for payment for on-shore work carried out by DRP; (ii) DRP alone was entitled to invoice and be paid for the on-shore works; and (iii) Co A had no claim to payment in respect of those works. 

In contrast, the court found in Darchem, amongst other things, that:

• the "whole of the Conditions of Subcontract are drafted in a manner objectively consistent with the Subcontract being bilateral, with two parties";

• there were numerous references in the context of the "Parties" to "either" and "both" and "the other", which was consistent with there being only two parties to the subcontract; and 

• where reference to a "Party" was deemed to be a reference to each constituent company of the joint venture individually, this was expressly set out in the subcontract. However, there was no such wording in the dispute resolution clause. 

Notably, as a dispute under the contract in Darchem could only arise between the two "Parties" (namely, the Contractor and Subcontractor) the court was not required to consider the "nature of the dispute", as had been the case in DRO. 

Implications

The cases are a useful reminder of the considerations which unincorporated joint venture partners, and indeed their contractual counterparties, should bear in mind at the contracting stage.  

First, joint venture partners and counterparties should consider carefully whether they intend for a joint venture partner to be able to unilaterally invoke the dispute resolution mechanism against the counterparty, and if so, in what circumstances. 

Second, if the intention is for unilateral invocation of the dispute resolution clause to be permitted, this should be clearly set out. Merely stating that the joint venture partners are acting jointly and severally may be insufficient. 

Third, as the courts will consider the whole of the contract, it is important that the entire contract is consistent with the intention of the parties regarding unilateral invocation of the dispute resolution clause. 

Fourth, it may well be prudent for unincorporated joint venture partners to include provisions in their joint venture agreements dealing with disputes against the counterparty, and those provisions will need to be consistent with any unilateral rights (or lack thereof) in the main contract.

_{1 The court considered that the question regarding the jurisdiction of the adjudicator was a matter of interpretation of the contract, which could arise in a different context and a different dispute resolution forum. The fact that, in this case, the construction of the contract was undertaken in the context of an adjudication enforcement was not of relevance to “what the right answer is” on jurisdiction.}

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_{This article is prepared for the general information of interested persons. It is not, and does not attempt to be, comprehensive in nature. Due to the general nature of its content, it should not be regarded as legal advice.}

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