[2025] EWHC 2180 (Ch)

In the Appeal the Defendants challenge the Judge’s decisions (i) that the Medical Partnership came to an end on 18^th April 2023, and (ii) that the Claimant was entitled to be paid the arrears of the Annual Payment found by the Judge to be due to the Claimant in advance of dissolution accounts.

This challenge is organised into six grounds of appeal, which I will refer to as Ground 1 and so on. The first four Grounds are concerned with the question of when the Medical Partnership came to an end and are as follows.

Ground 1 is that the Judge went wrong in Paragraph 19 in ruling that there was a technical dissolution of the 2014 Partnership when the Second Defendant joined the Medical Partnership. The Defendants contend that this was the creation of a new partnership, which was subject to a technical dissolution when Dr Jagadish resigned from the Medical Partnership in 2017.

Ground 2 is that the Judge went wrong in finding that the parties were carrying on in partnership from 1^st April 2016 pursuant to the 2014 Partnership Agreement. The Judge should have found that the parties were carrying on in partnership from that date pursuant to a partnership at will.

Ground 3 is that the Judge erred in Paragraphs 20-21 and 24 in a number of ways, which comprise sub-grounds of Ground 3, which I shall refer to as Ground 3(a) and so on, as follows:

Ground 4 is that the Judge erred, in Paragraph 27, in concluding that the Defendants’ notice of dissolution dated 5 November 2021 was not effective to determine the partnership between the Defendants and the Claimant.

The Defendants do not maintain the argument, in the Appeal, that the Medical Partnership came to an end, by conduct, on 7^th August 2019. The Defendants confine themselves, in this respect, to the argument that their notice of dissolution was effective to terminate the Medical Partnership, as a partnership at will, on 5^th November 2021.

In theory, and on the Judge’s findings, this means that, even on the Defendants’ case, the Claimant would be entitled to £141,739 by way of arrears of the Annual Payment up to the alleged dissolution date of 5^th November 2021. This analysis disregards however Grounds 5 and 6, which challenge the decision of the Judge that the Claimant was entitled to payment in advance of dissolution accounts.

Ground 5 is that the Judge erred in ruling, in Paragraphs 29 and 33, that the Claimant was entitled to claim a remedy from the Defendants in advance of the taking of the dissolution accounts of the partnership. The Judge should have held that the only appropriate remedy to be ordered in favour of the Claimant was that an account should be taken.

Ground 6 is that the Judge erred in ruling, in Paragraphs 33-34, that the Claimant was entitled to the Annual Payment from the partnership between herself and the Defendants without taking into account the potential liabilities of that partnership to repay monies to NHS England (or any other liabilities of that partnership). The Judge erred in relying upon accounts which were prepared for the partnership between the Defendants and did not reflect the potential liabilities of the partnership between the Claimant and the Defendants.

The grounds of appeal include a seventh ground of appeal, which seeks to challenge the Judge’s decision on costs. At the outset of his oral submissions Mr Coppel confirmed that there was no free standing challenge to the costs order made by the Judge, independent of the outcome of the Appeal on Grounds 1-6. Rather, the challenge to the costs order depended upon the outcome of the appeal on Grounds 1-6. This seems to me to be the correct position. I can see no basis for challenging the costs order made by the Judge, if the Judgment stands.