Held, claim allowed. (1) In interpreting the National Health Service Act 2006 and the National Health Service (General Medical Services Contracts) Regulations 2015, it was helpful at the outset to consider the law relating to partnership. A partnership was not generally recognised as a legal entity distinct from the partners composing it. A change in the composition of a partnership resulted in a dissolution of the existing firm and the creation of a new firm, which would usually take on the assets and liabilities of the old without any break in the continuity of the business. That was often referred to as a “technical” dissolution and was usually, but not always, the result of agreement. Such a dissolution would almost inevitably require the taking of accounts to ascertain the entitlement of the outgoing or deceased partner. While, in practice, that would usually be with the agreement of all the partners, agreement was not an essential ingredient of a technical dissolution. In contrast, the expression “general” dissolution was used to denote a dissolution involving a full scale winding up, which might well have been brought about at the instance of one partner against the wishes of the others. When a firm was referred to as “in dissolution” that usually indicated that a general dissolution had taken place but that the winding up of its affairs was still continuing. Once the winding up was complete, and the accounts were finally settled as between the partners, there would be nothing left which could properly be referred to as a partnership, whether in dissolution or otherwise. Accordingly, the correct position was that, on the dissolution of a partnership, and the creation of a new partnership, regulation 15 of the 2015 Regulations and Schedule 1 to the general medical services contract provided that the contract was to subsist and be treated as made with the partnership as it was from time to time constituted (paras 82, 83, 108, 115, 117, 118).

(2) In the present case there had never been a full scale winding up of the partnership. Accordingly, the adjudicator’s reliance upon the distinction between a technical and a general dissolution had been ill-founded, having been based upon the consequences of the dissolution, not the circumstances in which the dissolution had occurred. Further, as the partnership had been a partnership at will the partners had had no power, pursuant to section 25 of the 1890 Act, to expel a fellow partner. By dissolving the partnership on notice, in accordance with section 26(1) of the 1890 Act, and forming a new partnership at will, the claimants had been able to continue the practice without interruption (paras 108–110, 115, 121, 122, 128, 129, 131).

Per curiam. There is no lawful basis for implying into regulation 15 of the 2015 Regulations and Schedule 1 of the contract a requirement that any change in composition of a partnership has to be with the agreement of all the partners or that it should be a technical not a general dissolution or that there has to be a written partnership agreement, not a partnership at will, or that these provisions will not apply where a partner had served notice of dissolution of the partnership. No such requirements are to be found, either expressly or impliedly, in the provisions, nor are they necessary to make the provisions effective. Nor does paragraph 51 of Schedule 3 to the 2015 Regulations and clause 16.4 of the contract require a partnership to notify NHSE of changes in the composition of a partnership (paras 113–114).