A GP partnership dispute is, in the first instance, a private law matter governed by your partnership deed and, in the absence of one, by the default rules in the Partnership Act 1890. Your options range from informal negotiation through mediation and arbitration to court-ordered dissolution, and which route is realistically open to you depends heavily on what your partnership agreement actually says, and on the separate question of what happens to your GMS or PMS contract while the dispute is ongoing.
This is the area where GP partnerships most often come unstuck, not because the underlying disagreement is unusual, but because practices frequently discover, mid-dispute, that they never resolved how disputes should be handled in the first place. This guide sets out the legal options in order of escalation, what each one actually achieves, and the NHS contract issues that sit alongside any partnership dispute and often complicate it considerably.
Why GP partnership disputes are different from ordinary business disputes
Most commercial partnerships can resolve a serious falling-out by one side simply buying the other out and carrying on. GP partnerships carry an additional layer: the practice holds a GMS or PMS contract with NHS England (now commissioned through integrated care boards), and that contract is not automatically unaffected by changes to the partnership behind it.
Under regulation 15 of the National Health Service (General Medical Services Contracts) Regulations 2015, where a contract is held by two or more individuals practising in partnership, the contract “is to be treated as made with the partnership as it is from time to time constituted”. In plain terms, the GMS contract generally survives a change in partners, but the regulations set out specific circumstances in which it will not, and getting this wrong, on either side, can put the practice’s core income at risk while the partners are still arguing about who gets what. We cover this contract-specific risk in detail in our review of the Bhat case, a 2024 High Court decision that clarified exactly this point.
Start with what your partnership deed already says
Before considering any of the options below, check your partnership deed. A properly drafted deed will typically set out:
- A dispute resolution clause requiring negotiation, then mediation, then arbitration before litigation is considered
- Expulsion provisions covering gross misconduct, prolonged ill health, bankruptcy and other defined triggers
- Retirement and notice provisions that avoid an ad hoc dissolution under the Partnership Act 1890 default rules
- Valuation mechanisms for outgoing partners’ shares of goodwill, capital and property
If your practice operates without a signed deed, you are a partnership at will under section 32 of the Partnership Act 1890, and any partner can dissolve the entire partnership immediately, on notice, at any time. That is a materially worse starting position for a dispute and we explain the practical consequences in our article on operating without a deed. If you do have a deed but are unsure what it actually provides for common scenarios, our overview of what every partnership agreement should cover is a useful starting point before you go further.
Option one: internal resolution and negotiation
The great majority of GP partnership disputes should start, and often end, with structured internal discussion, ideally with an independent chair (an accountant, a non-conflicted senior partner, or a practice manager trained in facilitation) rather than partners simply talking past each other in a business meeting. This costs nothing beyond time and is worth genuinely attempting even where relations have broken down, because it preserves the option of a negotiated exit if the dispute cannot be resolved.
Option two: mediation
Most well-drafted partnership deeds specify mediation as a mandatory step before arbitration or litigation. An experienced commercial mediator, or one with specific healthcare sector experience, works with all partners to find common ground without imposing a binding outcome. Mediation is confidential, generally resolved within a single day or two, and considerably cheaper than either arbitration or court proceedings. It is particularly well suited to disputes about working patterns, profit share, or interpersonal conduct, where an imposed legal outcome would not actually repair the working relationship even if one party “won”.
Option three: arbitration and expert determination
Where mediation fails or the dispute is more technical, for example a valuation disagreement on a partner’s departure, arbitration allows the partners to appoint a decision-maker with relevant expertise, a healthcare-sector accountant for a financial dispute, or a specialist surveyor for a premises valuation dispute, and the arbitrator’s decision is binding and enforceable in the same way as a court judgment. This is faster and more private than litigation but still carries real cost, and the arbitration clause in your deed will dictate the process, so it needs checking carefully before you start.
Expulsion, retirement and compulsory departure
Where the dispute centres on one partner’s conduct, capacity or performance rather than a disagreement between equals, the deed’s expulsion clause becomes the key document. A partner cannot lawfully be expelled unless the deed contains an express power to do so, exercised strictly in accordance with its terms and in good faith. Get the process wrong, and the “expelled” partner may remain a partner in law regardless of what the others intended, with all the contractual and GMS consequences that implies.
Ill health and incapacity raise particular legal issues, including disability discrimination risk under section 44 of the Equality Act 2010, which extends protection against discrimination, harassment and unlawful expulsion to partners in the same way it protects employees, and imposes a duty to make reasonable adjustments. We deal with this specific scenario, and the interaction with GMC processes and NHS Pension Scheme ill health retirement, in our article on partner ill health and incapacity.
Dissolution: technical versus general, and the GMS contract risk
Not every departure or falling-out amounts to a full dissolution of the partnership. English partnership law distinguishes between a technical dissolution, where the business continues without a break under a reconstituted partnership, and a general dissolution, where the partnership winds up entirely. This distinction matters enormously for GP practices because, historically, NHS commissioners have sometimes treated a technical dissolution as automatically ending the GMS contract, which is not correct.
This exact issue reached the High Court in Bhat v NHS Litigation Authority [2024] EWHC 375 (Admin), where the court held that NHS Litigation Authority (now operating as NHS Resolution) had wrongly determined that a partnership dissolution terminated a GMS contract, when in fact regulation 15 of the 2015 Regulations meant the contract continued with the reconstituted partnership. We cover the full facts and reasoning in our dedicated article on the Bhat case, which is essential reading if your dispute involves one partner leaving without the agreement of the others.
That said, the 2015 Regulations do specify defined circumstances in which a partnership dissolution can trigger termination, including where dissolution is ordered by a court, tribunal or arbitrator, or where a change in partnership membership is judged by NHS England to have a serious adverse impact on the practice’s ability to deliver services. Any dispute heading towards dissolution should be assessed against these provisions before, not after, notice is served.
| Route | Typical cost | Speed | Outcome is binding? | Best suited to |
|---|---|---|---|---|
| Internal negotiation | Low | Days to weeks | No, unless recorded in writing and signed | Early-stage disagreements, workable relationships |
| Mediation | Low to moderate | One to a few days | Only if a settlement is signed | Interpersonal and working-pattern disputes |
| Arbitration or expert determination | Moderate to high | Weeks to months | Yes, enforceable as a judgment | Valuation, financial and technical disputes |
| Court proceedings (Partnership Act 1890, s.35) | High | Months to over a year | Yes | Deadlock, misconduct, or no deed in place |
When court intervention becomes necessary
Where there is no partnership deed, or the deed does not cover the situation, or the parties simply cannot reach agreement through any of the routes above, an application to the court under section 35 of the Partnership Act 1890 remains available. The court can order dissolution where a partner has become permanently incapable of performing their role, where a partner’s conduct is prejudicial to the business, where a partner persistently breaches the agreement such that it is not reasonably practicable to continue in partnership with them, or simply where the court considers it just and equitable to dissolve the partnership. This is expensive, slow, and public in a way that mediation and arbitration are not, and should generally be viewed as the last resort rather than an opening position.
What This Means for Your Practice
Wherever your dispute currently sits, the first practical step is establishing what your partnership deed actually says, and separately, whether your GMS or PMS contract is at any risk from the steps you or your fellow partners are considering. Acting first and checking the legal position afterwards is the single most common way a difficult but manageable partnership disagreement turns into a genuine crisis for the practice.
If this affects your practice and you would like to talk it through, get in touch with our healthcare team or our dispute resolution specialists, call us on +44 207 566 1188, or email info@gurvelegal.com.
