[2025] EWHC 2180 (Ch)

Fecha: 19-Ago-2025

The claim made by the Claimant in the action

29.

By her Particulars of Claim in the action, the Claimant sought judgment for the sum of £213,452. A very small part of this sum comprised a claim for £852, said to be due to the Claimant by way of salary. The bulk of the sum claimed comprised what were alleged to be arrears of the Annual Payment, in the total sum of £212,600. These arrears were alleged to have accrued due from (and including) the accounting year ending on 31^st March 2019 to (and including) the accounting year ending on 31^st March 2023. Credit was given, in respect of the 2018/2019 accounting year, for drawings made by the Claimant in the sum of £37,400.

30.

The claim for arrears of the Annual Payment was made on the basis that the Claimant’s right to the Annual Payment, pursuant to Schedule B, had continued to apply following the Second Defendant joining the Medical Partnership in 2016 and following the departure of Dr Jagadish from the Medical Partnership in 2017. The Claimant’s case was that the 2014 Partnership Agreement was varied when the Second Defendant joined the Medical Partnership and amended when Dr Jagadish left the Medical Partnership, but that in each the case the variation/amendment did not alter or affect her right to the Annual Payment pursuant to the provisions of Schedule B.

31.

By their Defence and Counterclaim in the action the Defendants denied the Claimant’s entitlement to the Annual Payment. For present purposes it is not necessary to go through the detail of the Defendants’ pleaded case in the Defence and Counterclaim. In summary, and so far as relevant to the Appeal, the essential case of the Defendants was as follows:

(1)

On the occasion of the Second Defendant joining the Medical Partnership there was an agreed dissolution of the 2014 Partnership and the creation of a new partnership between the Claimant, the First Defendant, Dr Jagadish and the Second Defendant. The new partnership was a partnership at will, terminable by notice by any partner. As I understand the Defence and Counterclaim, it was accepted that the Claimant’s right to the Annual Payment comprised a term of this new partnership.

(2)

There was no amendment of the new partnership in 2017, when Dr Jagadish left the new partnership. Dr Jagadish simply retired from the new partnership, as a partnership at will, by giving notice of her intention to do so.

(3)

The new partnership at will was dissolved or terminated by the Defendants either on 7^th August 2019, when the Claimant commenced proceedings seeking possession of the Medical Premises as against the Defendants, or on 5^th November 2021, when the Defendants served notice of dissolution of the new partnership on the Claimant. As such, the Claimant’s entitlement to the Annual Payment came to an end either on 7^th August 2019 or 5^th November 2021.

(4)

Beyond this, and whenever the new partnership had come to an end, the Claimant was not entitled to payment of the Annual Payment for two reasons. The first reason was that the Claimant had acted in breach of her obligations to the new partnership and had abandoned the new partnership, with the consequence that she was not entitled to any payment out of the profits of the partnership, The second reason was that if and to the extent that the Claimant was entitled to receive a share of the profits of the new partnership, by way of the Annual Payment, the Claimant was not entitled to be paid until after the determination of the net profits of the partnership and any other money owed by the Claimant to the new partnership. In other words, the Claimant was not entitled to be paid until the taking of the accounts of the new partnership, following its dissolution, which had not occurred and, so far as I am aware, has still not occurred. A particular argument raised by the Defendants in this respect was that there was a potential claim by the NHS in relation to the sums advanced for the construction of the extension to the Medical Premises on the Adjoining Land. It was argued that this potential claim would need to be reflected in the dissolution accounts drawn up for the new partnership.