Partnership expulsions are often messy affairs, whether there are clear grounds to expel a wayward partner or the other partners have come together to make a decision under a green socks clause, often under the premise that they can no longer work with the partner that they propose expelling.  

Even more organised terminations, where an amicable exit arrangement has been agreed, are not always without problems. A partner who has chosen to voluntarily retire might be less focused upon the necessary steps that they are obliged to undertake for the benefit of the continuing partners.

One particular problem arises where an outgoing partner refuses or otherwise fails to sign all necessary documentation.

A general medical services contract will usually be framed to allow the partnership to continue to perform under the contract with the partnership as it is constituted from time to time but of course there is a requirement for all partners (including the outgoing partner) to sign the contract variation and to give requisite notice of change.

This of course requires there to be a partnership agreement allowing for the continuity of the partnership, an obligation upon the outgoing partner to sign documentation and a willingness on the part of the outgoing partner to do so. 

Where the partnership operates as a partnership at will, dissolution will follow the departure of a partner in any manner.

The other problem sometimes encountered when a partner leaves is with execution of documents to transfer property. This can be a complex area. Property titles can only be registered at the Land Registry with up to four legal owners who will often hold the property for the benefit of a greater number of partners, perhaps with a declaration of trust. When a partner leaves, title and mortgage documents may need to be varied as well as any lease in which the outgoing partner is named as tenant.

Regulation 15 of the GMS Regulations provides that: ‘Where a contract is with two or more individuals practising in partnership — (a) the contract is to be treated as made with the partnership as it is from time to time constituted, and the contract must make specific provision to this effect.’

But of course NHS England may be entitled to terminate a contract under certain circumstances set out in part 8 of schedule 3 of the regulations meaning that the continuity of the contract is not assured.

In Vikram Bhat, Geetha Bhat v NHS Litigation Authority v NHS Commissioning Board [2024] and upon judicial review of the NHS adjudicator’s decision it was held that the adjudicator had erred and there had been only a technical dissolution of the partnership (at will) when one of three partners left but the business continued.

The Bhats had been in partnership with Dr Patel and they owned the surgery premises. They operated under a partnership at will and held a GMS contract. In 2021 the Bhats served notice of dissolution on Dr Patel. However, there was no winding up of the partnership and the business continued. In these circumstances the court held there to be only technical dissolution and so the GMS contract had not automatically terminated.

Of course, matters may be more straightforward where there is a written partnership agreement which allows for the continuity of the contract but sometimes less so when a partner is either a bad or indifferent leaver and does not willingly fulfil their post termination obligations under the partnership agreement. The decision in Bhat should assist integrated care boards in novating GMS contracts.

If an outgoing partner is unwilling to execute the necessary documents to effect mortgage variations or property transfers then it may become necessary to apply to the court for a declaration about property ownership and an order for specific performance. This can be complicated (and so costly) and early legal advice may assist in navigating any potential pitfalls before they develop.

Julian Norris is a consultant solicitor with BMA Law and regularly advises GP partners about a full range of partnership, commercial and property disputes. If you need advice about a potential partnership exit, whether by expulsion or voluntary retirement, or ancillary matters, then please contact us