# Gurve Legal | Law firm in UK > Tailored Solutions & Trusted Legal Advice Gurve Legal is a commercial law firm based at 339.1 Euston Road, London, advising SMEs and owner-managed businesses. The firm is authorised and regulated by the Solicitors Regulation Authority under SRA number 8004870, and practises through Gurve Legal Limited, a company registered in England and Wales with company number 13671419 and VAT number 397434063. The firm's director is Gunea Luthra. Gurve Legal covers corporate and commercial law, employment law, real estate, restructuring and insolvency, intellectual property, regulatory compliance, dispute resolution, corporate immigration, and licensing and gaming, with sector-specific advice for industries including healthcare, retail and fashion, food and drink, hospitality and leisure, technology, digital infrastructure, agriculture, real estate, and start-ups. ## Services - [Corporate](https://gurvelegal.com/services/corporate/): Corporate governance, mergers and acquisitions, corporate finance and compliance - [Mergers & Acquisitions](https://gurvelegal.com/services/corporate/mergers-acquisitions/) - [Finance & Banking](https://gurvelegal.com/services/corporate/finance-banking/) - [Joint Ventures](https://gurvelegal.com/services/corporate/joint-ventures/) - [Partnership Agreement](https://gurvelegal.com/services/corporate/partnerships/) - [Management Buy Ins and Buy Outs](https://gurvelegal.com/services/corporate/management-buy-ins-and-buy-outs/) - 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[Regulatory Compliance](https://gurvelegal.com/services/regulatory-compliance/): NHS, ESG, CSR, GDPR, international trade and procurement - [NHS](https://gurvelegal.com/services/regulatory-compliance/nhs/) - [ESG Compliance](https://gurvelegal.com/services/regulatory-compliance/esg/) - [Corporate Social Responsibility](https://gurvelegal.com/services/regulatory-compliance/csr/) - [GDPR](https://gurvelegal.com/services/regulatory-compliance/gdpr/) - [International Trade](https://gurvelegal.com/services/regulatory-compliance/international-trade/) - [Procurement](https://gurvelegal.com/services/regulatory-compliance/procurement/) - [Intellectual Property](https://gurvelegal.com/services/intellectual-property/): Trademarks, patents, copyright and IP disputes - [Trademarks](https://gurvelegal.com/services/intellectual-property/trademarks/) - [Patents](https://gurvelegal.com/services/intellectual-property/patenting/) - [Copyright](https://gurvelegal.com/services/intellectual-property/copyright/) - 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[Independent Legal Advice](https://gurvelegal.com/services/independent-legal-advice/) ## Industries - [Healthcare](https://gurvelegal.com/industries/healthcare/): Legal support for practices meeting health and compliance standards - [Dental Practices](https://gurvelegal.com/industries/healthcare/dental-practices/) - [GPs](https://gurvelegal.com/industries/healthcare/gps/) - [Pharmacies](https://gurvelegal.com/industries/healthcare/pharmacies/) - [Veterinary Surgeries](https://gurvelegal.com/industries/healthcare/veterinary-surgeries/) - [Nurseries](https://gurvelegal.com/industries/healthcare/nurseries/) - [Care Homes](https://gurvelegal.com/industries/healthcare/care-homes/) - [Opticians](https://gurvelegal.com/industries/healthcare/opticians/) - [Art & Creative Media](https://gurvelegal.com/industries/art-and-creative-media/): Legal support extending beyond copyright for creative businesses - [Content Creators & Influencers](https://gurvelegal.com/industries/art-and-creative-media/content-creators-influencers/) - [Retail & Fashion](https://gurvelegal.com/industries/retail-fashion/) - [Food & Drink](https://gurvelegal.com/industries/food-and-drink/) - [Hospitality & Leisure](https://gurvelegal.com/industries/hospitality-leisure/) - [Digital Infrastructure](https://gurvelegal.com/industries/digital-infrastructure/) - [Technology](https://gurvelegal.com/industries/technology/) - [Agriculture](https://gurvelegal.com/industries/agriculture/) - [Real Estate](https://gurvelegal.com/industries/real-estate/) - [Start-ups](https://gurvelegal.com/industries/start-ups/) ## Company - [About](https://gurvelegal.com/about/) - [Why Choose Us](https://gurvelegal.com/about/why-choose-us/) - [Corporate Responsibility](https://gurvelegal.com/about/corporate-responsibility/) - [Case Studies & Success Stories](https://gurvelegal.com/about/case-studies-and-success-stories/) - [Testimonials & Reviews](https://gurvelegal.com/testimonials/) - [Careers](https://gurvelegal.com/careers/) - [Contact](https://gurvelegal.com/contact-us/) ## Latest from the blog - [GDPR & Data Protection Solicitors: A Compliance Guide for UK SMEs](https://gurvelegal.com/blog/how-to-navigate-uk-cybersecurity-and-privacy-laws/): UK GDPR and the Data Protection Act 2018 apply to almost every business. Our data protection solicitors explain ICO registration, breach reporting, DPOs and fines, and what the Data (Use and Access) Act 2025 has changed for UK SMEs. - [Commercial Lease Solicitors: 7 Red Flags for Landlords and Tenants](https://gurvelegal.com/blog/commercial-lease-agreements-7-red-flags-to-watch-for/): Commercial lease solicitors set out the 7 red flags in every lease, for landlords, tenants and investors across London and nationally, from security of tenure to break clauses and service charges. - [Dental Associate Agreements: Key Terms to Check Before Signing](https://gurvelegal.com/blog/dental-associate-agreements-key-terms-to-check-before-signing/): A dental associate agreement is the contract that sets out how a self-employed associate dentist works within a practice, including how they are paid, what they are responsible for, and what happens if either side wants to end the arrangement. Since HMRC withdrew, from 6 April 2023, the automatic assumption that associates engaged on BDA or Dental Practice Business (DPB) approved contract terms were self-employed for tax purposes, the wording of this agreement matters more than it used to, not less. This post sets out the terms an associate, or a practice owner engaging one, should check carefully before signing. It sits alongside our sub-hub on dental practice partnership agreements, for associates weighing up a future partnership offer, and our dedicated post on restrictive covenant enforceability, which goes deeper on the non-compete and non-solicitation terms most associate agreements contain. Self-Employed Status: Why the Contract Wording Now Carries Real Risk Until April 2023, HMRC guidance provided a form of safe harbour: associate dentists engaged under the BDA’s or DPB’s approved model contract terms were generally accepted as self-employed for tax purposes provided the contract was followed in practice, without HMRC scrutinising the individual working arrangement further. HMRC withdrew that specific guidance with effect from 6 April 2023. Since then, an associate’s employment status for tax purposes is assessed case by case under HMRC’s ordinary employment status principles, using the same tests (control, substitution, mutuality of obligation, financial risk) that apply to any other engagement, not by reference to which model clause set the contract happens to be based on. This does not mean associates can no longer be genuinely self-employed. Most still are, and self-employed status remains the norm across the sector. What it means is that the contract’s terms have to actually reflect self-employed working in practice, not just recite the right words. A contract that says “the associate is self-employed” while the practice dictates the associate’s hours, supplies all equipment and materials without charge, and controls how the associate treats every patient looks a lot more like disguised employment to HMRC than the label suggests. If HMRC successfully reclassifies an associate as employed, the practice can face a retrospective PAYE and employer’s National Insurance liability, which is why many current associate agreements now include an indemnity requiring the associate to cover the practice’s losses if a reclassification arises from the associate’s own conduct or misrepresentation. If you are asked to sign an indemnity of this kind, understand exactly what you are underwriting before you agree to it, and take advice if the wording is broad enough to catch outcomes outside your control. Key Terms to Check Before Signing 1. Payment Terms and UDA/UDA Value (NHS Associates) For NHS-facing associates, the agreement should set out clearly how the associate is paid against Units of Dental Activity (UDAs), the UDA value applied, and what happens if the practice under-delivers or over-delivers against its overall NHS contract target during the year. Private fee income should be dealt with separately, typically as a percentage split of fees generated, with clarity on how lab fees and materials are deducted before the split is calculated. 2. Hours, Sessions and Autonomy Genuine self-employed status is supported by the associate retaining meaningful control over how the work is carried out, for example the ability to determine their own clinical approach, take on locum cover, and decline specific patients or treatments within professional guidelines. An agreement that fixes every aspect of the associate’s working day in the same way an employment contract would undermines the self-employed position it claims to establish. 3. Equipment, Materials and Overheads Check what the associate is charged for (surgery use, nursing support, materials, laboratory fees) and how those charges are calculated. Genuinely self-employed arrangements typically involve the associate bearing some element of financial risk and cost, rather than working entirely cost-free within the practice’s infrastructure. 4. Notice Periods and Termination Standard notice periods in dental associate agreements are commonly around three months, though this varies and should be checked against the specific agreement rather than assumed. Check what constitutes grounds for immediate termination (serious misconduct, GDC fitness to practise issues, loss of GDC registration) versus termination on notice, and whether the notice period is symmetrical between associate and practice. 5. Indemnity Insurance The agreement should require the associate to maintain adequate professional indemnity insurance throughout the engagement and to provide evidence of cover on request. Confirm whether the practice’s own indemnity arrangements extend to associates or whether the associate must hold entirely separate cover. 6. Restrictive Covenants Almost every associate agreement includes non-compete and non-solicitation clauses restricting the associate from working within a set radius of the practice, or treating the practice’s patients, for a period after leaving. These clauses are only enforceable where they go no further than reasonably necessary to protect a legitimate business interest, and poorly drafted covenants are struck down regularly. This is significant enough that we cover it in full in a dedicated post: restrictive covenants in dental associate agreements, are they enforceable? 7. GDC Registration and Compliance The agreement should make continued GDC registration, and compliance with GDC standards, a condition of the engagement, with a clear right for the practice to suspend or terminate if registration lapses or is subject to interim conditions. The 2026 GDC Annual Retention Fee is £698 for dentists, and lapsed payment (not just misconduct) is a genuine cause of registration lapsing if missed. 8. Restrictive Terms on Patient Records and Data Check who owns patient records and clinical data generated during the engagement (normally the practice, given its status as data controller under UK GDPR) and what the associate is entitled to access or take copies of on leaving, particularly relevant if the associate later sets up independently. What This Means for You Whether you are an associate about to sign your first agreement, or a practice owner updating your standard associate contract in light of the change in HMRC’s approach since 2023, the specific wording matters more than it - [Restrictive Covenants in Dental Associate Agreements: Are They Enforceable?](https://gurvelegal.com/blog/restrictive-covenants-in-dental-associate-agreements-are-they-enforceable/): A restrictive covenant in a dental associate agreement is only enforceable if the practice can show it protects a legitimate business interest and goes no further than reasonably necessary to protect that interest. This is the same restraint of trade test the courts have applied to employment and commercial contracts for over a century, and it means a covenant that is too broad in duration, geography, or scope will not simply be relaxed by a court to something more reasonable. It will be struck out entirely, leaving the practice with no protection at all. This matters because non-compete and non-solicitation clauses are standard in almost every dental associate agreement, and in most partnership agreements too, yet many are drafted from an old template without being tested against the actual size and patient base of the practice using them. This post explains the legal test, the case law behind it, and what makes a covenant more or less likely to hold up. It follows on from our post on dental associate agreement key terms, and connects to our sub-hub on dental practice partnership agreements, where the same principles apply to partners leaving a practice. The Legal Test: Restraint of Trade Under English law, any clause that restricts a person’s freedom to work or trade after a contract ends is, in principle, void as an unlawful restraint of trade unless the party seeking to enforce it can justify it. This doctrine has been settled law since the House of Lords decisions in Nordenfelt v Maxim Nordenfelt Guns and Ammunition Co Ltd [1894] AC 535 and Herbert Morris Ltd v Saxelby [1916] 1 AC 688, and it still governs how courts approach every restrictive covenant dispute today, including in dentistry. The test has two parts: Legitimate business interest. The practice must be protecting something the law recognises as worth protecting, most commonly patient goodwill and connections, confidential information, or the stability of its trained workforce. A practice cannot simply restrict competition for its own sake; general competitive advantage is not, by itself, a legitimate interest the courts will protect. No wider than reasonably necessary. Even where a legitimate interest exists, the restriction must go no further than reasonably necessary, in duration, geographic area, and scope of activity restricted, to protect that specific interest. A covenant that is broader than needed will fail even where the underlying interest is entirely legitimate. Both limbs have to be satisfied. A narrowly drafted covenant protecting no real interest will fail on the first limb. A covenant protecting a genuine interest but drafted far wider than needed will fail on the second, even if the practice had good reason to want some protection. What the Courts Actually Look At In assessing whether a specific covenant goes further than reasonably necessary, courts weigh several factors together rather than applying a fixed formula: Factor What courts consider Duration How long the restriction lasts after the associate leaves. Longer periods require stronger justification; a restriction lasting many years after departure is very unlikely to be upheld regardless of the interest claimed. Geographic scope Whether the restricted area is proportionate to where the practice actually draws its patients from. A radius covering an entire city when the practice’s patient base is genuinely local is likely to be found excessive. Scope of restricted activity Whether the clause stops the associate practising dentistry at all in the area, or only from treating the specific practice’s existing patients, or only from soliciting them. Broader activity restrictions need stronger justification than narrower ones. The individual’s role and seniority An associate with limited patient-facing autonomy and no management role is generally in a weaker position to justify a wide covenant being enforced against them than, for example, an outgoing partner who managed the whole patient list. Whether it was individually negotiated or imposed A covenant genuinely negotiated between parties of comparable bargaining power is viewed differently to one imposed on a new associate as a take-it-or-leave-it term. Courts Will Not Rewrite an Unreasonable Covenant A common misconception is that if a covenant is drafted too broadly, a court will simply narrow it down to whatever period or area would have been reasonable. That is not how the doctrine works. If a covenant fails the reasonableness test as drafted, the default outcome is that it is void and unenforceable in its entirety, not modified into something enforceable. A ten-year restriction, for example, is very unlikely to be reduced by a court to something like two years; it will typically simply fail. There is a narrow exception, established authoritatively by the Supreme Court in Tillman v Egon Zehnder Ltd [2019] UKSC 32. The Court confirmed that a genuinely severable, self-contained part of an unreasonable covenant can sometimes be removed (the “blue pencil” approach) while leaving the rest of the clause intact and enforceable, but only where deleting the offending wording does not generate any major change in the overall effect of the remaining restraints, and only where removing it does not require the court to rewrite or add words rather than simply delete them. In Tillman, the Supreme Court held that the words “or interested in” could be severed from a non-competition clause that would otherwise have been read as preventing the claimant from holding even a small minority shareholding in a competing business, an effect the drafting had not intended and which went further than necessary. With that phrase removed, the remaining non-compete restriction was upheld as reasonable and enforceable. Tillman is useful because it shows both sides of this in one case: an over-broad covenant is a real risk, but well-drafted, severable wording can sometimes survive where a single element goes too far. It is not a licence to draft broadly and rely on a court to fix it afterwards. In Law By Design Ltd v Ali [2022] EWHC 426 (QB), the High Court took a similarly close look at a covenant with more than one restriction bundled together, upholding a 12-month, geographically limited non-compete as - [Illegal Dental Partnerships: Why GDC Registration of All Partners Matters](https://gurvelegal.com/blog/illegal-dental-partnerships-why-gdc-registration-of-all-partners-matters/): Every partner in a dental practice partnership must be a registered dentist, or fall within a narrow category of registered dental care professionals, or the practice risks operating an illegal partnership under the Dentists Act 1984. This is not a technicality. Carrying on the business of dentistry through an individual who is not GDC-registered is a criminal offence under section 41 of the Act, and where the practice operates through a company rather than a traditional partnership, a majority of the company’s directors must also be registered dentists or registered dental care professionals under section 43, or the company itself commits an offence. This post explains why GDC registration status of every partner (or, for a corporate structure, a majority of directors) is a structural requirement of the business, not just a professional formality, and what can go wrong when practices overlook it. It connects to our sub-hub on dental practice partnership agreements, and to our post on CQC registered managers, the other registration role every dental practice must get right. The Legal Requirement: Dentists Act 1984, Sections 41 and 43 Section 41 of the Dentists Act 1984 restricts who may carry on the business of dentistry. In broad terms, an individual who is not a registered dentist must not carry on the business of dentistry, subject to narrow historical and prescribed exceptions. Contravention is a criminal offence, punishable on summary conviction by a fine not exceeding level 5 on the standard scale under section 41(1B). Section 43 extends the same principle to businesses run through a body corporate rather than a traditional partnership. A body corporate commits an offence if it carries on the business of dentistry at a time when a majority of its directors are not registered dentists or registered dental care professionals. The penalty, again, is a fine not exceeding level 5 on the standard scale, applying both to the body corporate and to any individual director who commits the related offence under section 43(2) (for example, continuing as a director while erased or suspended from the relevant register). The GDC’s own guidance is direct about the practical effect of these provisions: to legally receive payment for dental treatment, a company must ensure a majority of its directors are GDC-registered, and it is a criminal offence for someone who is not GDC-registered to offer or provide dental treatment at all. The GDC states plainly that it will prosecute cases of illegal practice where appropriate. How This Plays Out in a Traditional Partnership In a straightforward, unincorporated dental partnership, the practical effect of section 41 is that every partner carrying on the business of dentistry needs to be a registered dentist (or fall within the narrow prescribed exceptions for certain dental care professionals). A partnership that includes a partner who is not GDC-registered, for example a spouse or business partner brought in purely for their management or financial input, but who is nonetheless treated as a partner carrying on the business of dentistry rather than a limited, non-clinical role, risks falling foul of the Act. This is different from, and in addition to, whether that person is entitled under general partnership law to be a partner at all; it is a sector-specific restriction layered on top of ordinary partnership law. Where a practice incorporates, whether as a limited company or an LLP with a corporate structure, the same underlying principle carries through via section 43’s director majority requirement, meaning the ownership and governance structure has to be actively managed to keep the registered-director majority intact as directors join and leave, not simply assumed to be fine because it started out that way. A Pattern We See Recur Across Healthcare Sectors The underlying problem here, a business arrangement that has never been properly documented and therefore defaults to rules the founders never actually chose, is not unique to dentistry. We see the same pattern recur across GP practices, dental practices, and, less commonly, opticians: a group of professionals starts working together informally, assumes the arrangement is understood well enough not to need writing down, and only discovers the gap when a dispute, a retirement, or a regulatory question forces the issue. In GP practices specifically, this most often shows up as an accidental “partnership at will” governed entirely by the Partnership Act 1890 defaults rather than terms the partners actually chose; we cover that pattern, and why it matters, in our post on partnership at will risk in GP practices. In dentistry, the registration requirement under the Dentists Act 1984 adds a further, sector-specific layer on top of that same underlying documentation problem. What Can Go Wrong Criminal liability. Both the individual carrying on the business while unregistered, and, where the structure is corporate, the body corporate itself, can commit a criminal offence with a fine attached. NHS contract risk. An NHS body discovering that a partnership does not meet the underlying legal requirements to carry on the business of dentistry is likely to treat this as a serious contractual and governance issue, with potential knock-on effects for the practice’s GDS or PDS contract. CQC registration issues. CQC registration as a provider assumes the underlying business is lawfully structured; discovering it is not can complicate registration, renewal, or an inspection outcome. Practical exposure on sale. A buyer’s due diligence on a practice sale will typically check partner and director registration status as standard. Discovering a gap during a transaction can delay or derail a sale, or reduce the price a buyer is willing to pay once the risk is identified. Lapsed registration, not just non-registration. Registration can lapse through non-payment of the GDC’s Annual Retention Fee (£698 for dentists in 2026) as well as through fitness-to-practise action. A partnership agreement should require partners to maintain registration and to notify the other partners immediately if it is at risk, so the practice is not caught out by an administrative lapse rather than a deliberate decision. What This Means for You If you are structuring a new dental partnership, ## Optional - Sitemap: https://gurvelegal.com/sitemaps.xml - Site search: https://gurvelegal.com?s={query} - [Insights: News](https://gurvelegal.com/insights/news/) - [Insights: Events](https://gurvelegal.com/insights/events/) - [Insights: Articles](https://gurvelegal.com/insights/articles/) - [Insights: Analysis](https://gurvelegal.com/insights/analysis/) - [Insights: Resources](https://gurvelegal.com/insights/resources/) Home: https://gurvelegal.com Last updated: 2026-09-14