Manager Practice NO DEED?


terminate the partnership on notice and all profits and liabilities are shared equally. In this case, it meant that Dr Jones could, without Dr Cheema’s agreement, terminate the partnership at will to remove Dr Cheema. A partnership at will does not cover the


wide range of provisions that a standard GP partnership deed will include. It is not a suitable basis for a GP partnership and practices are much safer having clear agreed terms in place. The trial took place in March 2017, with judgement being given in May 2017. All five GPs gave evidence at court, including being cross-examined by the barrister representing Dr Cheema. In this case the practice manager did not give evidence although the court could have compelled testimony. The Court of Appeal confirmed the decision that the GPs had not agreed the draft partnership deed and were not bound by it. Instead a ‘partnership at will’ had replaced the 8 April 2016 partnership deed, allowing Dr Jones to terminate the partnership to remove Dr Cheema. The judge commented: “The dispute that has arisen is as a result of the failure of the parties to enter into a written partnership… or to reach agreement on all the terms…”. Interestingly, NHS England sought to


terminate the practice’s GMS contract as a result of this dispute and the dissolution of the partnership arising from these court cases. The remaining four GPs successfully challenged the attempted termination of the


contract under the NHS Dispute Resolution procedure and at the high court.


NO DEED? The exact legal interpretation of a partnership, where it is disputed, will very much depend on the factual background, such as the terms of any previous partnership deed, the content of emails, partnership meeting minutes and conversations between the parties. In the Cheema case, the court reviewed emails and minutes of meetings between the partners in determining the relevant facts on which it made its decision. Broadly, depending on the specific


situation, where there is no signed up-to-date partnership deed, the following could apply: •


•


there is a partnership at will with very limited terms


• other terms apply which may be disputed. MEDIATION


A partnership deed can contain a dispute resolution process setting out the steps that partners should take before issuing court proceedings. This can require a ‘without prejudice’ meeting to try to reach a settlement or mediation, where an independent mediator, often a lawyer, will try to facilitate an agreement. Mediation has a good success rate and lower costs and risk


the terms of a previous partnership deed remain in place


than pursuing a court claim. Court should be the last resort. Seeking advice early and planning a strategy can help resolve a dispute cost effectively.


WHAT TO TAKE AWAY This case highlights some key principles in managing a GP partnership: • Uncertainty over the terms of the partnership can lead to significant additional cost and risk in the event of any dispute or a partner leaving.


•


The partners can protect themselves with a clear, signed partnership deed, updated to reflect changes in the partnership. The same principle applies to having a documented lease in place where required.


• Try to resolve disputes early and amicably before they escalate.


• Correspondence and records of meetings will be important evidence.


• Court proceedings may be required as a last resort but other cost effective methods for dispute resolution exist.


Daniel Kirk is an associate in the litigation division and member of the


dedicated GP team at Capsticks Solicitors LLP, who provide discounted business and corporate legal advice to GPs and practice managers in MDDUS (England, Wales and Channel Islands only)


WWW.MDDUS.COM


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