Manager Practice


CHANGES IN LAW Of course, aside from ensuring they properly reflect involvement in collaborative arrangements, partnership deeds should be kept up-to-date with any changes in legislation. The drive to ensure efficiency and achieve outcomes means that the NHS has undergone a number of reforms in the past decade alone. With the arrival of co- commissioning, the division of commissioning responsibilities leading to practices holding primary care and community services contracts means that practices should ensure that their deeds do not leave this to assumption. Partnership deeds may well apportion income streams differently between former enhanced services and the provision of core essential services, and it is important the provisions of the deed remain relevant today. CQC registration is also a pertinent issue for GP partnerships. As


the registered provider of regulated activities, all of the partners will be jointly liable for meeting the legal requirements and for the relevant actions/inactions of all the other partners. A partnership deed can allocate and set out the responsibilities of a “registered manager” to a particular partner or a practice manager. It may also be appropriate to include an indemnity for any partner conducting this role on behalf of the partnership and in accordance with their joint instructions.


NEW PARTNERS Another perhaps more common trigger for the need to update a partnership deed is the introduction of a new partner, which can be expected to void the existing agreement. Setting out a probation period and the consequences of completing the same are important considerations. However, there will be a range of other questions that partners should be considering. Will the new partner buy into the premises/capital and in what proportion and over how long? The introduction of a non-clinical partner may require more careful consideration of the provisions of the deed. Provisions on decision- making, partner obligations, etc may well require distinctions to be made between clinical and non-clinical partners. The CQC registration position will also need to be factored in as a prerequisite of the partner joining. A new partner is a good opportunity not just to update the parties


a GMS contract, it is a requirement on the contractor that any person who becomes a member of the partnership after that contract has come into force is bound automatically by it whether by virtue of a partnership deed or otherwise. Those working collectively in MCPs or federations (and indeed


lenders to them) will want to ensure that every practice has its “house in order” such that internal issues do not spill over and adversely affect the functioning of the collaboration. Whilst a benefit of having a written agreement is to reduce the


scope for costly litigation, it is important to ensure that this is kept up- to-date. An outdated partnership agreement can have a contrary result to the original intentions and this can also lead to costly disputes. Practices participating in collaborative arrangements may be doing


so on a practice representative basis and it would be sensible for parties to include appropriate provisions in their partnership agreements dealing with this role, its extent and its power to bind the partnership, as well as providing appropriate indemnity should liabilities fall on that partner as a result of that role. The deed may also need to ensure that income derived from a collaborative arrangement is properly considered in constituting core practice income or perhaps should be apportioned differently between partners based on participation.


WWW.MDDUS.COM


to the agreement but also to ensure that it still reflects the intentions of the partnership as a whole.


PROPERTY CHANGES A change in the property position is another occasion which should trigger a review of the partnership deed. Many practices are looking to release equity by agreeing to a sale and leaseback of their practice premises. Federating drivers and premises funding opportunities have also seen practices looking to relocate with neighbouring practices, a collaboration which would be expected to require amendments to the partnership deed to reflect a change in the property position, as well as integration with a form of overarching property arrangement, for example. Even where many of the property provisions are dealt with


separately in a property deed, it can be expected that the partnership deed may need some adjustment to reflect this. It follows that property trust deeds should also be kept up-to-date and any new partner or partnership property acquisition is a signpost to review and update both arrangements.


Mark Jarvis is a senior lawyer at Capsticks LLP and a specialist in partnership arrangements


13


Page 1  |  Page 2  |  Page 3  |  Page 4  |  Page 5  |  Page 6  |  Page 7  |  Page 8  |  Page 9  |  Page 10  |  Page 11  |  Page 12  |  Page 13  |  Page 14  |  Page 15  |  Page 16