[2025] EWHC 2180 (Ch)

The Judge gave a full account of the history of the partnership which culminated in the dispute between the parties which has, most unfortunately, generated this action and other litigation. The Judge also made very full findings of facts. What follows is only a brief summary of the history of this dispute, sufficient to set the scene for what I have to determine. I am indebted to the Judge for this summary.

In 1987 the Claimant’s husband, Dr Prashant Patel (“Dr Patel”), commenced practice as a GP from the premises known as the Sai Medical Centre, in Tilbury, Essex (“the Medical Premises”). At some point thereafter Dr Patel and the Claimant acquired the freehold interest in the Medical Premises. By 17^th September 2012, Dr Patel was providing GP services to the NHS. These GP services were thereafter provided pursuant to a General Medical Services contract with the NHS Commissioning Board (“the GMS Contract”) dated 17^th September 2012.

In 2013 the First Defendant and a Dr Jagadish (“Dr Jagadish”) began working at the medical centre as locum doctors. On 1^st April 2014, the Claimant, the First Defendant and Dr Jagadish executed a written partnership agreement between themselves (“the 2014 Partnership Agreement”). The GMS Contract remained with Dr Patel alone.

During the period with which the dispute in this case was concerned, the medical practice business which was carried on from the Medical Centre was operated through a partnership structure. I will refer to the partnership structure through which the medical practice was operated, as it existed over the relevant period of time, as “the Medical Partnership”. This is a neutral expression, which is intended to encompass the changes, over time, in the identity of the partners who comprised the Medical Partnership. Where it is necessary to be more specific, I will use the expression “the 2014 Partnership” to refer specifically to the Medical Partnership, as it existed during the period when the Medical Partnership comprised the Claimant, the First Defendant and Dr Jagadish.

Dr Patel retired in September 2014 and the GMS Contract was varied in writing as of 1^st September 2014, so that the provider of GP services became the Sai Medical Centre. The Judge found that the reference to the Sai Medical Centre plainly meant the partners from time to time, as the Sai Medical Centre was not a legal entity. The variation of the GMS Contract was signed by the three partners under the 2014 Partnership Agreement in April 2015.

In March or April 2016 the Second Defendant was added as a partner to the Medical Partnership. On 24 June 2016, the four partners in the Medical Partnership, that is to say the Claimant, the Defendants and Dr Jagadish signed a variation of the GMS Contract which showed the addition of the Second Defendant as a partner.

A deed was drawn up for the purposes of adding the Second Defendant as a new partner in the Medical Partnership. It appears however that this deed was not executed. The Judge recorded, in Paragraph 18, that it was common ground that what she referred to as “the draft agreements of 2016 and 2017” were never formally executed or signed. I take the reference to the draft agreement of 2016 to be a reference to the unexecuted deed drawn up in 2016, in relation to the addition of the Second Defendant to the Medical Partnership.

During this period the Claimant and Dr Patel were negotiating with the local authority to buy land adjacent to the Medical Premises, known as 116 Dock Road, Tilbury (“the Adjoining Land”), with a view to extending the Medical Premises. The purchase of the Adjoining Land was completed on 8^th August 2017. The extension to the Medical Premises was to be funded as to two-thirds by the NHS and one-third by the Medical Partnership. The extension has since been built but, as a result of the dispute between the parties, the Adjoining Land has not been incorporated into the Medical Premises.

On 25^th November 2016, Dr Jagadish served what the Judge described as a notice of termination of the Medical Partnership from 31^st March 2017. What I understand to have occurred is that, pursuant to this notice, Dr Jagadish left the Medical Partnership with effect from 31^st March 2017. On 7^th February 2017, a further variation of the GMS Contract was signed by the remaining partners, that is to say the Claimant and the Defendants, reflecting the departure of Dr Jagadish from the Medical Partnership.

Again, a deed was drawn up for the purposes of the removal of Dr Jagadish as a partner in the Medical Partnership. Again, it appears that this deed was not executed. As I have said, the Judge recorded, in Paragraph 18, that it was common ground that what she referred to as “the draft agreements of 2016 and 2017” were never formally executed or signed. I take the reference to the draft agreement of 2017 to be a reference to the unexecuted deed drawn up in 2017, in relation to the retirement of Dr Jagadish.

The parties, meaning the Claimant and the Defendants, fell out with each other in February 2019. It is not necessary to go into the unfortunate history of events following this falling out, or to go into the litigation which it generated, which is helpfully summarised by the Judge in Paragraphs 8-11.