Why do disputes arise?

Partnership disputes arise for any number of reasons. The following are all circumstances that in our experience lead to disputes:

Partner absence

A partner being absent due to illness or injury for a prolonged period of time or for repeated shorter periods can give rise to disputes. Even in an otherwise amicable partnership, this puts pressure on the other partners which needs to be addressed. These disputes are often very sensitive to manage as there may be a tension between providing support for a partner who is ill and the needs of the practice, as well as a risk of a discrimination claim.

Conduct issues

Disputes often arise because of an individual partner’s conduct falling short of what is expected of them. This could take many forms, ranging from harassment of staff or flagrant disregard of agreed partnership procedures through to a partner just not pulling their weight. Sometimes conduct issues (which are generally wilful or within the control of the partner concerned) are confused with capability or performance issues which might indicate an underlying problem which needs addressing.

Strategic differences

Sometimes partners just do not share a common vision for the practice. We frequently see disputes arising where some partners are ambitious and want to modernise and grow the practice and others are content to “tick along” until retirement and avoid the additional expense change may bring.

Changes in the partnership

Deciding to merge or following a merger or a change of leadership may result in disharmony. It takes time and effort to integrate new partners and to adapt to changes which might be overlooked at the time but avoided had it been properly managed.

Personality clashes

Sometimes disputes are simply a matter of different personalities clashing. These are difficult to address as it might not be a matter of any individual partner doing anything clearly and objectively wrong. It may have a serious impact on the practice if there is one partner who doesn’t get on with the others or with a key member of staff.

How you act or react when disagreements first arise may have a huge impact on how the matter progresses. The most important point is to try not to let emotions take centre stage.

Try to resolve disagreements amicably at an early stage if possible. It is important to keep minutes and notes of any discussions or meetings that take place and, if possible, get the other partners to sign them to confirm them as an accurate record. Consider whether discussions should be on a “without prejudice” basis (that is, it should be clear that the discussions are not binding and are subject to partners taking advice if they so wish before agreeing to any actions in writing).

Obtain legal advice if a solution is unlikely to be found easily, or if you are considering taking enforcement action against a partner. If the dispute is not handled correctly from the start, it may limit your options and have cost consequences. Have a clear strategy in place to achieve your outcome, but be prepared to negotiate.

Mediation may be the best way of resolving a dispute. You are still likely to need legal advice and representation to ensure that you are confident of your legal position and options at the mediation, but mediation may be effective and resolve the issue.

If you do not have an enforceable partnership agreement, perhaps because new partners have joined since the partnership agreement was completed, the partnership is likely to be a partnership “at will” subject to the provisions of the Partnership Act 1890. This puts the partnership in a precarious position if there is a dispute. In the absence of a negotiated outcome, the only option is to dissolve the partnership, which will result in the termination of the practice’s NHS contract unless agreement is reached for the contract to continue with some of the partners.

The best way to avoid a dispute arising or escalating out of control is to have in place a comprehensive written agreement which sets out the rights and obligations of partners, addresses the main causes of partnership disputes and includes mechanisms for reviewing performance and resolving problems.

Review your agreement regularly and when changes occur in your practice and its activities – for example, you should ensure that your agreement deals adequately with primary care network membership.

The admission of a new partner will create a new partnership which could invalidate your partnership agreement. You will either need to enter a new agreement with a new partner or ensure that the new partner signs a deed of adherence to your existing agreement.