Primary Care Law

Without a written and up-to-date Partnership Agreement, when something goes wrong, the potential for a dispute between the partners is much higher. In truth, most practices only look to a Partnership Agreement when there is an issue of some sort; until then, it sits nicely in the drawer waiting for its day! Setting out the key terms of the partnership when everyone is in alignment is crucial to ensuring any dispute can be resolved as quickly and amicably as possible.  

Any partner coming into the partnership needs to agree to the terms of the Partnership Agreement. Agreeing verbally isn’t enough, and normally the new partner should sign a Deed of Adherence. Depending on the circumstances, the introduction of a new partner may well mean an amendment is needed to the Partnership Agreement terms more generally. If in doubt, check ahead of the new partner joining, so that paperwork can be put in place in good time.

When a partner leaves the partnership, you should consider payments to the outgoing partner, whether refinancing is required and whether the property title needs to be updated. You should also ensure that you update names on your GMS / PMS / APMS contract and other commercial contracts and give notice of the change in partnership constitution more generally. You will need to consider replacing the partner and how that is best achieved. It’s often an ideal time to review the business as a whole to work out whether other changes are needed at the same time.

Assuming you have one, it depends what your Partnership Agreement says. Some decisions may be taken by a majority or a specific percentage of partners, whereas other decisions (usually those which fundamentally affect the Partnership’s business) should be unanimous. If you are unsure, we are happy to review your Agreement to help you understand.

Decision-making within a PCN is governed by the Network Agreement, which sets out how key decisions are made and who is responsible for them. Each PCN can structure its decision-making process to suit its needs, but typically, the agreement will cover:

• The role of the Clinical Director – defining which decisions they can make independently and which require approval from the network’s member practices.
• The decision-making process – setting out whether decisions require a simple majority, a conditional majority, or unanimity among member practices.
• The governance structure – including how often meetings are held, who chairs them, and whether certain decisions are reserved for the full membership or delegated to an executive board or subcommittees.
• Future flexibility – allowing the decision-making process to evolve as the network expands and incorporates new members.

A well-balanced decision-making model is essential to ensure efficient operations while maintaining transparency and accountability within the PCN. If you need advice on drafting or reviewing your Network Agreement, our team can help.

Disagreements amongst partners is not uncommon; everyone has different views on how to achieve the best for the practice and it is important that everyone is allowed to be heard. Partners should be given the opportunity to air their views openly before decisions are made. If you are struggling to resolve a dispute or disagreement, take advice early to avoid things escalating. Mediation is often a great way to resolve differences and find an outcome that everyone can live with. Taking steps like expulsion and dissolution of the partnership really should be a last resort.

Any whistleblowing complaint must be taken seriously and you must follow your whistleblowing policy. Whistleblowing complaints are often complex and fraught with difficulty. Whilst a complaint has been made, there should be no assumption either way. Ensuring that there is an independent third party to investigate is often key. The employee must be supported, but then so should any others implicated in the complaint.

Whistleblowing claims often come hand in hand with other issues such as sickness absence/disability discrimination claims/interpersonal disputes. Real care needs to be taken to ensure that all aspects are properly handled. The complainant must not be treated in any way detrimentally for making a whistleblowing complaint.

Persistent sickness absence can be a real problem, and it is open to the employer to take an employee through a capability procedure, designed to support them to return to work. Ultimately if that isn’t possible, the employer can dismiss them on notice. As with everything in employment law, the process is key. Whilst you work in primary care, you cannot assume you understand the particular employee’s condition and likely prognosis so engaging with their own medical team and Occupational Health remains crucial, especially where an employee is disabled or could be disabled. Reasonable adjustments will need to be made.

We recommend speaking to the lawyers as early as possible. There are often considerations in relation to property or your regulatory position which could take some time to resolve. Understanding the legal steps that need to be taken to give effect to the merger is important, and what is required in each situation will be different. Your lawyers will be able to set out a plan for you, and guide you through the various stages, setting out approximate timelines to help guide your conversations with the likes of the ICB and your PPG. There are often specific requirements in terms of merger dates, for regulatory and financial reasons.