[2025] EWHC 2180 (Ch)

The next step is to set out the key provisions of the 2014 Partnership Agreement, which were engaged by the dispute. Reference to Clauses are, unless otherwise indicated, references to the clauses of the 2014 Partnership Agreement.

The 2014 Partnership Agreement was expressed to be made between, and was executed by the First Defendant, Dr Jagadish and the Claimant, who were identified, respectively, as Partner 1, Partner 2 and Partner 3. Clause 1 identified the purpose of the 2014 Partnership Agreement in the following terms:

“This Deed is made between the parties set out below and shall start on 1^st April 2013 This Deed sets out the arrangements which the parties have agreed shall govern relations between themselves in the conduct of their business together, namely the provision of general medical services. This shall include enhanced services. And any other services required.”

Clause 2.2 confirmed the commencement date of the 2014 Partnership Agreement as 1^st April 2014. Clause 5 then dealt with the duration of “the Partnership” in the following terms:

“The Partnership as governed by this Deed shall begin on the Commencement Date 1^st April 2014

1.

The Parties shall carry on the practice of General Practitioners in Partnership under the Practice Name Sai medical centre from the Premises and shall at all times comply with the provisions of the Business Names Act 1985 and of any regulation, instrument, rule or order made thereunder from time to time.

2.

Subject to the remainder hereof, the Partnership shall continue during the joint lives of the partners or any two or more of them unless or until any earlier termination is validly given under any agreement or law (including by any NHS Organisation).

3.

The death, retirement or expulsion of Any partner shall not determine the Partnership as regards the other partners and the partners hereby agree and declare that the Partnership shall not otherwise be dissolved unless and until:

a.

All of the Parties to this Agreement unanimously agree in writing to the dissolution thereof;

OR

b.

Dissolution shall be imposed by the decision of a competent court or act of Parliament

4.

Notwithstanding any other provisions of this Agreement, any addendum to this Agreement when agreed between the partners and separately executed, may make any such provision as all the partners agree to be appropriate in the event of a New Partner joining the Partnership.”

The expression “the Partnership” was defined to mean the partnership created by the 2014 Partnership Agreement. The expression "the Partners” was defined to mean “the parties hereto mentioned at part 1 [the First Defendant, Dr Jagadish and the Claimant] together with any other person or persons who may from time to time be a member of the Partnership”. References to “a Partner” were defined to mean any of the Partners, as so defined.

Clause 40 was headed “INDEMNITY”. I do not need to set out Clause 40 in full, but it contained the following obligation of indemnity imposed upon the Defendants, for the benefit of the Claimant:

“Each of the Partners shall punctually pay and discharge their present and future separate debts and liabilities including but not limited to their separate tax liabilities and shall at all times indemnify and keep indemnified the other Partners and the Partnership assets against such separate debts and liabilities and all actions, proceedings, costs, claims and demands in respect of such separate debts and liabilities.

The Precedent Partner responsible for the submission of the Partnership tax return to the Inland Revenue shall be indemnified by each Partner against inaccuracies, errors or mistakes contained in the return caused by another Partner in the practice.

Any Partner or Partners in breach of any clause of this Agreement shall indemnify the other Partners or any one of them against any losses, liabilities, expense, actions, proceedings, costs, claims and demands, whatsoever and howsoever resulting therefrom or in connection therewith.

Partners 1 and 2 give full indemnity to partner 3 from all legal and financial liabilities of the partnership and the practice.”

Clause 44 was headed “VARIATION”, and provided as follows:

“No variation to this Partnership Deed shall be valid and binding on the Partners unless agreed in writing and signed by all the Partners. Any variation should take the form of an addendum to this Agreement.”

Schedule B to the 2014 Partnership Agreement was headed “DIVISION OF NET PROFITS” and provided as follows:

“The Net Profits of the Partnership as shown by the accounts shall be divided between the Partners in the following manner or share:-

Partner 1 Dr Vikram Bhat 50%

Partner 2 Dr Nirupa Jagadish 50%

Partner 3 Mrs Smruti Patel; Fixed amount of £50000 Plus superannuation per annum

In addition Lease to be signed by Dr Vikram Bhat & Dr Nirupa Jagadish and pay the rent of the premises as per the lease agreement.

All partners agreed to Partner 3 to work Part time and is required to work 20 hours and will be indemnified from all liabilities of this agreement. She will be entitled to same amount of holidays & sickness as other partners.

Partner 3 will be the main managing partner.”

I will refer to the provisions which appear in Schedule B to the 2014 Partnership Agreement by the collective expression “Schedule B”. I will refer to the annual payment to which the Claimant was entitled under Schedule B as “the Annual Payment”,