Dr Angelica Khera (trading as the Family Dental Practice) v National Health Service Commissioning Board (also known as NHS England)
[2023] EWHC 958 (KB)
Vikram Bhat & Anor, R (on the application of) v NHS Litigation Authority
22 February 2024
[2024] EWHC 375 (Admin)
High Court
Doctors Bhat dissolved their partnership. The NHS said this ended their contract to provide medical services. The court disagreed, saying the law allows the remaining doctors to continue under the same contract. The NHS can only end the contract under specific rules, not just because the partnership changed.
Key Facts
- •Claimants (Vikram and Geetha Bhat) sought judicial review of a determination that their General Medical Services Contract (GMS Contract) with NHS England terminated upon the dissolution of their partnership with Mrs. Patel.
- •The partnership was a partnership at will, meaning any partner could dissolve it by giving notice.
- •The Claimants dissolved the partnership with Mrs. Patel, who was a salaried partner, and continued operating the practice.
- •The Adjudicator determined the contract terminated due to the dissolution, leading to an implied fixed-term contract.
- •The Interested Party (NHS Commissioning Board) defended the Adjudicator's decision.
Legal Principles
A GMS contract with a partnership is treated as made with the partnership as constituted from time to time.
Regulation 15 of the 2015 Regulations and Schedule 1 of the GMS Contract
A change in partnership composition (e.g., partner leaving) doesn't automatically terminate the GMS contract unless specific termination provisions are met.
Regulation 15, Schedule 3 (paragraphs 59, 67(3)(t), 71), and Clause 26 of the GMS Contract
Partnerships are not legal entities; the contract is with the individuals comprising the partnership at any given time.
Lindley and Banks on Partnership, and the Court's interpretation.
No majority of partners can expel another partner unless a power to do so is expressly agreed.
Section 25 of the Partnership Act 1890
In a partnership at will, any partner may dissolve it by giving notice.
Section 26(1) of the Partnership Act 1890
Outcomes
The judicial review claim was allowed.
The Adjudicator erred in law by concluding the GMS contract automatically terminated upon the partnership dissolution. Regulation 15 and Schedule 1 of the contract provided for the contract to continue with the reconstituted partnership. The distinction between a technical and general dissolution was misapplied.
Similar Cases
Frontiers Capital I Limited Partnership v Thomas Flohr
[2023] EWHC 2723 (Ch)
Management Information Centre Limited v Royal Berkshire NHS Foundation Trust
[2023] EWHC 3497 (Ch)
Dukes Bailiffs Limited v Breckland Council
[2023] EWHC 1569 (TCC)
Thomas Flohr v Frontiers Capital I Limited Partnership
[2024] EWCA Civ 1385