[2025] EWHC 2180 (Ch)

In summarising the decisions made by the Judge in the Judgment it is convenient, for reasons which will become apparent, to divide the Judgment into sections. I will deal first with Paragraphs 1-17.

At Paragraph 3 the Judge set out the agreed list of issues which fell to be determined at the Trial, in the following terms:

“3.

The issues, as set out in an agreed list of issues, are as follows:

i)

On what terms were the parties carrying on in partnership from 1 April 2016 – pursuant to a partnership agreement dated 1 April 2014 made between the claimant, the first defendant and Dr Nirupa Jagadish (“Dr Jagadish”) as subsequently varied (“the Original Agreement”) or as a partnership at will from 1 April 2016, alternatively, from 2017?

ii)

Was the partnership dissolved by conduct, being the service of forfeiture proceedings on 7 August 2019 or by service of a notice of dissolution by the defendants on 5 November 2021?

iii)

Is the claimant entitled to any payment from the partnership pending the taking of a dissolution account?

iv)

Did the claimant abandon the business of the partnership so as to deprive her of an entitlement to a fixed share of the profit or was she excluded from the business by the actions of the defendants?

v)

What sum, if any, is due to the claimant?

A further issue as to whether the partnership should be dissolved by order of the court has fallen away in light of the claimant’s acceptance that it was dissolved by written agreement on 18 April 2023.”

At Paragraphs 4-11, the Judge then set out the background to the dispute and some of the principal factual issues between the parties. My own summary of the history of the Medical Partnership is drawn from this section of the Judgment.

In Paragraphs 12 and 13 the Judge directed herself as to the law. The Judge identified the applicable legal principles in Paragraph 12, and addressed the burden of proof in Paragraph 13.

In Paragraphs 14-16 the Judge reviewed the evidence. The Judge heard evidence at the Trial from the Claimant and the Defendants. The Judge made a careful assessment of the overall credibility of the evidence given by each of these individuals.

The Judge’s impression of the Claimant was recorded in Paragraph 14 in the following terms:

“14.

I heard oral evidence only from the parties themselves. The claimant was a straightforward witness whose evidence I found to be honest and reliable. Her evidence was consistent with contemporaneous documentation.”

The Judge was more circumspect in her impression of the Defendants. So far as the Second Defendant was concerned, the Judge recorded her impressions in the following terms, in Paragraph 14:

“Much emphasis was placed on findings of dishonesty against the defendants in earlier proceedings. However, it seems to me that I should form judgments and make findings on the evidence before me, without reference to the views of other judges in other cases. I start with a clean sheet. Initially, I formed the impression that the second defendant was an open and honest witness. However, as her evidence went on, she became evasive and, in my view, dishonest about the reasons for, and her memory of, various text messages passing between her and the claimant in 2018 and 2019. She portrayed herself as naive and wholly trusting in and reliant on the second defendant, her husband, in relation to the partnership negotiations and documentation. Her husband flatly contradicted this portrayal telling me that while he dealt with the negotiations around her becoming a partner, the second defendant would question him closely. I accept the first defendant’s evidence in this respect.”

So far as the First Defendant was concerned, the Judge was also circumspect. The Judge recorded her impressions in Paragraph 15, of which I need only quote the first part:

“15.

The first defendant plainly feels hard done by in the litigation, particularly in relation to the view taken by Recorder Geraint Jones KC of his honesty. However, the first defendant’s evidence as to the negotiations and agreements around the second defendant becoming a partner in 2016 is somewhat unreliable, does not reflect the contemporary documentation or the partnership accounts and differs between his oral and written evidence, particularly in relation to the percentage share the second defendant was to have on joining the partnership and from where that share was to come.”

In Paragraph 17 the Judge reviewed some of the key provisions of the 2014 Partnership Agreement.