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Integrated Care Systems Consultation: Very little time to respond

NHS England recently issued a consultation on significantly extending the role of Integrated Care Systems (ICSs) in the NHS. The proposals are very far reaching for Primary Care as well as other NHS providers, and the consultation is set to close on 8 January 2021 so time is short.

What are the Proposals?

ICSs have been around for a couple of years now, and bring together CCGs, Trusts, Councils and other NHS Organisations to ‘take collective responsibility for managing resources, delivering NHS standards, and improving the health of the population they serve”. To date ICSs have been collaborations between existing organisations rather than creating anything new.

At heart, the proposals in the consultation paper are to put the ICSs on a firmer footing by introducing new legislation. There are 2 options presented, and it should be noted that ‘Doing Nothing’ is not an option. The implicit conclusion must be that the current organisation of the NHS in England is no longer considered fit for purpose. The options are:

Option 1: a statutory committee model with an Accountable Officer that ‘binds together’ current statutory organisations

Option 2: a statutory corporate NHS body model that additionally brings CCG statutory functions into the ICS.

There is a clear preference in the paper for Option 2. Under this model the current GP-led CCG model would disappear and CCG functions would move into ICSs. ICSs would instead be governed by a board consisting of representatives from the ‘system partners’, including, as a minimum, representatives of NHS providers, primary care and local government.

Under Option 2, ‘many commissioning functions for which NHSE is currently responsible could be transferred or delegated to the ICS’. Critically, it also anticipates allocating ‘combined population-level primary care, community health services and specialised services population budgets to ICSs under this option. There is no doubt that these proposals are very far reaching and, if adopted by the government, will see a radical change to the NHS in England. They will also open the door to a very different role for primary care and we will analyse these changes in a separate blog.

How to respond?

The Consultation poses 4 questions, and asks for responses by 8 January 2021. The questions are all framed as ‘Do you agree thatâ’ so you will need to be clear in your answers if you actually disagree with any of the statements. The four questions are:

1. Do you agree that giving ICSs a statutory footing from 2022, alongside other legislative proposals, provides the right foundation for the NHS over the next decade?

2. Do you agree that option 2 offers a model that provides greater incentive for collaboration alongside clarity of accountability across systems, to Parliament and most importantly, to patients?

3. Do you agree that, other than mandatory participation of NHS bodies and Local Authorities, membership should be sufficiently permissive to allow systems to shape their own governance arrangements to best suit their populations needs?

4. Do you agree, subject to appropriate safeguards and where appropriate, that services currently commissioned by NHSE should be either transferred or delegated to ICS bodies?

Quite how NHSE expects to receive carefully considered responses to such far-reaching proposals in a tight timescale in the midst of a Covid pandemic, during the flu season, and over the Christmas period is not explained. Although we would obviously recommend that readers respond by 8 January if they can, we would suggest that if you would like to respond but feel that the deadlines are too tight, as a minimum you notify NHSE of this so that later representations may possibly be considered.

If you wish to discuss the impacts of any of these changes on your practice, PCN or federation, please contact Nils Christiansen on 01483 511555, info@drsolicitors.com

Our Team


FREE: DR Solicitors Covid Collaboration Agreement Template

As a small token of our appreciation for the commitment shown by everyone in primary care throughout the pandemic, we have produced a DR Solicitors Covid Collaboration Agreement template which is free to download here.

Our template is based on the NHS national template which many of you will already be familiar with, but with recommended amendments and guidance notes to assist when drafting. As with any template, you will still need to apply some thought when completing it, but this will hopefully enable more PCN Groupings to feel confident about completing their Covid Collaboration Agreement themselves.

We have sadly lost many GP clients to Covid during 2020, and they have of course left behind families and local communities who miss them greatly. We hope that by sharing some of our knowledge in this way we can play a small part in bringing this pandemic to an end as quickly as possible. Thank you to all of you from everyone at DR Solicitors.

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The Covid-19 Vaccination Collaboration Agreement

The Covid-19 Vaccination Collaboration Agreement: Aim for Pragmatism not Perfection

The deadline for GP practices to commit to the Covid-19 Enhanced Service specification was midnight on 7 December. Signing up committed Practices to work together to deliver the vaccine in ‘PCN Groupings’, and to sign ‘Covid-19 Vaccination Collaboration Agreements’. 

Covid-19 Collaboration Agreements must be signed by all member practices before administering the vaccine, so most PCN Groupings have less than a week to perform this next step.

NHS England has published a template Covid-19 Collaboration Agreement, but the document is 9000 words long and includes nine mostly blank Schedules for practices to complete.

Since the Covid-19 Collaboration Agreement will create a binding contract between practices it would normally be advisable to seek legal advice before signing it. But with over 1250 PCN Groupings across the country and less than a week to go this will be impractical for most. So what should practices do?

The key is to be pragmatic. There is not enough time to create a perfect contract, so focus on the most likely problem areas. These are money (Schedule 5), decision making (Schedule 7), and indemnities (Clauses 34-40 as well as Schedule 4.1 Clause 10).

Where a PCN Grouping has an identical membership to an existing Primary Care Network (PCN), it should be possible to leverage the current PCN governance and cross-refer the collaboration agreement to a well-drafted PCN Agreement. This will greatly simplify the process.

Where PCN Groupings are not identical to PCNs, or existing PCN governance is poor, it will be more difficult. These Groupings will essentially have to create a new PCN from scratch over the next few days, which is a near-impossible ask. These Groupings may simply have to ‘agree to agree’.

In the end the Covid-19 vaccine needs to be delivered regardless of any contractual niceties. You should obviously try to agree as much as you can this week, but focus on the most contentious points and write down whatever has been agreed. You may also want to expressly agree that you will revisit any contractual gaps once vaccination is underway, and set out the process for doing this.

With a little luck and goodwill, no Covid-19 Collaboration Agreement will ever be relied on in a dispute between the parties. Whilst contracts are important public health is vastly more so, and we are all hugely indebted to our primary care clients and everyone in our NHS for your enormous dedication and sacrifice through this difficult time. Thank you and good luck with administering the vaccine over the coming months.


If you would like to discuss any particular concerns regarding the Covid-19 Collaboration Agreement, then please don’t hesitate to contact Daphne Robertson at d.robertson@drsolicitors.com or call 01483 511555.

Our Team


NHS Property Services: Is the end in sight for GP tenancy disputes?

NHSPS put itself back in the spotlight recently, by announcing its intention to increase service charges and facilities charges for GP practices who request changes associated with Covid-19.  This will undoubtedly add fuel to the many ongoing disputes over demands for increased service charges. The vast majority of our GP clients who occupy NHSPS owned and managed buildings have been living with a stalemate for the last couple of years, which is causing a variety of problems as time marches on.

The DHSC recently published its review into the current state of NHSPS.  You can read the summary here and in this blog, we look at what the recommendations might mean for practices occupying NHSPS buildings.

  1. For readers who have been hoping that NHSPS would just go away, I’m afraid that won’t be happening anytime soon! There was found to be no benefit in divesting NHSPS of its functions, but rather a recommendation that it align itself more closely to the commissioner footprint and work more closely with NHSE.  Having your commissioner and your landlord work more closely together could work either way for practices. One possibility would be that NHSE, as the ultimate funder, agrees to pick up a greater share of the disputed costs. Perhaps more likely though, is that NHSPS and NHSE will put increased pressure on practices to ‘pay up’ by turning the tenancy dispute into a GMS/PMS contractual dispute. This is one to watch carefully.
  2. NHSPS have been told (again) to regularise all their tenancies. This means that the pressure on GP tenants to sign up to leases will continue, but unless there is a resolution to the service charges issues most practices will continue to be reluctant to sign anything.
  3. The DHSC recommends that NHSPS “must make progress in customer sectors not currently engaged and ensure that agreement of FM-service and specifications, utilities and management charges are also covered”.  In other words, the issues around increased service and facilities charges must be sorted out. 

    Readers may be aware of the ongoing High Court test case brought by the BMA on behalf of 5 GP Practices to challenge the legitimacy of some of the claimed charges. Whilst this has probably temporarily chilled NHSPS’s enthusiasm for chasing ‘arrears’, and some Practices may also have paused the process for reaching agreement on claimed charges pending the outcome of this test case, the case is unlikely to resolve soon.

    The problem for practices though, is what to do about the large NHSPS liabilities now sitting on their balance sheets? As partners come and go this liability becomes a larger share of their capital accounts. We are seeing retiring partners ask why should they leave their capital behind for a liability that no-one believes is really owed? Practices should check to ensure that this question is fully addressed in their Partnership Deed, or alternatively create a separate agreement with retiring partners.

  4. ​​Potentially the most significant recommendation is ‘to explore & implement changes to the funding mechanism where it will not fundamentally undermine the user-pays model, including central funding of management fees, elements of structural and external maintenance and greater use of direct payment of property costs by commissioners‘.  This suggests that there may be opportunities for doing deals where the commissioner pays some or all of the service charges – both historic and possibly ongoing – as a means of breaking the deadlock.

Whilst the offer of somebody discharging your historic service charge liability (and possibly some of the future costs) might be tempting, it is likely that it will come with the strings attached including that you sign up to a new lease. We are very wary of the small print on this one!

So, has our advice to affected clients changed? In short, no. Practices should normally only sign up to a new lease once they are happy with the terms and once any historic service charge issues have been resolved. Even then, Practices need to understand their current legal position as regards their occupation of the premises before being able to make an informed decision about what does and does not constitute a ‘good deal’. This is a complex area and one with lasting financial implications for the sustainability of the practice.

When you are ready to start negotiating with NHSPS we strongly advise you seek specialist legal advice, but in the meantime, practices should agree and document how they will deal with the claimed service charge liabilities as the partnership changes over time.

We have a team of specialist property and partnership solicitors who all have deep expertise in advising primary care professionals on their premises issues. If you would like to speak to one of the team, please call Daphne Robertson on 01483 511555 or email info@drsolicitors.com


Our Team


Due Diligence and Disclosure – A Guide for Healthcare Professionals

If you are thinking of acquiring, merging with or disposing of a primary care practice, then this blog is for you. 

Firstly, let’s look at two scenarios. When a patient attends an appointment with his GP, the GP will probably ask a series of questions, conduct a physical examination and review the patient’s medical record. Likewise, when buying a house – you will engage a solicitor to make some pre-contract enquiries, to carry out some property searches at the Local Authority and Land Registry, and you will probably instruct a surveyor to check that the building is sound. 

When acquiring a GP practice, there is no analogous method for carrying out a physical examination or survey. Similarly there are no publicly available records in relation to partnerships (and information is scant even for companies). Accordingly, the only effective option for investigating a GP practice which you may be interested in acquiring or joining, is by asking a series of questions of its owner. These questions come in the form of a comprehensive due diligence questionnaire – essentially a checklist – covering the commercial, financial, regulatory and legal aspects of the business. The answers to those questions are critical as they form the only x-rays of the target business that a buyer sees. 

Just as x-rays are only as good as the ability of the people taking them and as useful as the knowledge of the people examining the results, due diligence is only as good as the questions asked and the understanding of the people reviewing the answers. Lawyers will have comprehensive due diligence questionnaires; those supplied by accountants tend to focus on finance and therefore may be less comprehensive. Prudent buyers will review the answers received themselves and also have their lawyer and accountant review them. 

Just as the occasional patient might be less than honest with a doctor in an effort to obtain a particular prescription, business owners have been known to be economical with the truth when answering due diligence enquiries. A problem arises in this regard for buyers, because a peculiarity of the English law of misrepresentation means that a buyer probably cannot place legal reliance on the answers to due diligence enquiries.  So why bother with it at all? 

Fortunately, to overcome the problem, a buyer’s solicitor will ask the seller to give a series of warranties to the buyer concerning the state of the target business. Breach of those warranties is directly actionable in law and therefore avoids the legal problems related to misrepresentation claims. Warranties are a comprehensive series of statements about the business included in a business transfer agreement prepared by the buyer’s lawyer.

Why then do lawyers not proceed directly to warranties and cut out the due diligence enquiries altogether? Making due diligence enquiries and reviewing the answers is a relatively inexpensive process conducted at the outset of the transaction and therefore, with honest sellers at least, it flushes out any potential problems with a business cheaply and early on in the process.

Warranties differ slightly from guarantees and are essentially a checklist in the form of statements that could be made unqualified in relation to a (mythical) flawless business. To the extent that there are exceptions to the warranties the seller needs to reveal them to the buyer in a disclosure letter. This process is best illustrated by an example. 

A warranty that is typically included in a business acquisition is one to the effect that the business is not currently a party to any litigation. If the business is, in fact, in the middle of a court case then the seller needs to disclose that information to the buyer in a disclosure letter, setting out the full facts of the case (dates, parties, nature of claims, nature of defences etc) and attaching copies of the relevant documentation. If the seller fails to make this disclosure then she will be giving an unqualified warranty to the buyer that the business is not involved in any litigation. Because that warranty will be untrue, it will be actionable in law by the buyer. There is therefore a considerable onus on sellers to make full and proper disclosure for fear of otherwise leaving themselves open to legal action. Warranties therefore force sellers to reveal in disclosure letters matters that they might have preferred to leave hidden and which they may not have revealed in response to due diligence enquiries.

In a well-managed transaction nothing will emerge in the disclosure letter that wasn’t already revealed in the answers to due diligence enquiries. There is therefore considerable overlap between due diligence and disclosure, leading many people to conflate the two. This is a mistake, as they are entirely different processes. Due diligence enquiries and answers are essentially an information-gathering process from which few adverse consequences can befall a seller. Warranties and disclosures, on the other hand, form the main protection available to a buyer so that she knows what she is buying ‘warts and all’ and forces the seller, on pain of legal action, to reveal all instances of human papillomavirus infecting her business. As with all documents which you may one day need to rely on in court, you would be well advised to speak to a specialist solicitor before signing any warranties and indemnities!


If you are thinking of acquiring, joining or merging with a practice and would like a free consultation with one of our experienced healthcare solicitors, then please contact Daphne Robertson on 01483 511555 or email info@drsolicitors.com 

Our Team


New planning regulations to impact on Surgery flexibility and valuation

If you own your surgery premises, you ought to be aware of the recently announced changes to the  Planning Regulations.

The new planning regulations come into force on 1 September 2020 and are intended to reduce red tape and speed up development.   One change is that  GP Surgeries which currently operate under Use Class D1 will be  re-designated as new Use Class E(e)â but what does  that actually mean for you? 

The most significant change lies in all the other uses which now form part of Use Class E (see the full list at the end of this article).  From 1 September 2020, any premises with a Use Class E permission is permitted to change to any other use within Class E without having to obtain a new planning permission.  This change applies to existing premises as well as new ones. 

Possible benefits?

For GP Surgeries, this means that you could switch the use of your surgery premises  from surgery to retail, offices, professional services or as a crèche (as just some examples) without necessarily having to apply to your local authority for a planning permission for change of use.  

Wider opportunities for alternative uses may widen the potential pool of buyers which in turn, could increase value (at least for those premises that are at the end of their useful life as a surgery and are to be sold on for different purposes).  We will have to wait and see the full implications of this change. 

Even if you are not currently thinking of selling your premises, you could still benefit from the changes.  It will be easier for you to use part of the surgery premises for another use Class E – for example if you wanted to change part of your existing premises into a pharmacy or community café.

A word of caution

Whilst the changes could prove to give a lot of flexibility to property owners going forward, it is important to remember there are other restrictions that could limit how you can use your property. Your Planning permission could contain particular conditions which may limit the use of the property, and may override the changes permitted under the new Regulations.  Associated building works may require their own independent planning permission and covenants on the legal title to the property may impose specific restrictions as to use which you may need to deal with.  It is advisable to seek professional advice and undertake careful due diligence on all these areas prior to making a significant change to your property, or indeed if you are buying into surgery premises hoping to take advantage to the flexibility that these new Regulations offer going forward.

Finally, a note of warning to any Landlord’s out there – you will need to take particular care when agreeing lease terms with your tenant, to ensure you do not inadvertently give your tenant the ability to take advantage of the flexibility afforded by the new Regulations without safeguarding your investment. 

Please do get in touch if you have any questions about your surgery premises or running your practice.  Call Daphne Robertson on 01483 511555 or email info@drsolicitors.com


“Class E. Commercial, Business and Service

Use, or part use, for all or any of the following purposes:- 

(a)        for the display or retail sale of goods, other than hot food, principally to visiting members of the public,

(b)        for the sale of food and drink principally to visiting members of the public where consumption of that food and drink is mostly undertaken on the premises,

(c)        for the provision of the following kinds of services principally to visiting members of the public:

(i)      financial services,

(ii)     professional services (other than health or medical services), or

(iii)     any other services which it is appropriate to provide in a commercial, business or service locality,

(d)        for indoor sport, recreation or fitness, not involving motorised vehicles or firearms, principally to visiting members of the public,

(e)        for the provision of medical or health services, principally to visiting members of the public, except the use of premises attached to the residence of the consultant or practitioner,

(f)         for a creche, day nursery or day centre, not including a residential use, principally to visiting members of the public,

(g)        for:

            (i)      an office to carry out any operational or administrative functions,

            (ii)      the research and development of products or processes, or

            (iii)     any industrial process,

            being a use, which can be carried out in any residential area without detriment to the amenity of that area by reason of noise, vibration, smell, fumes, smoke, soot, ash, dust or grit. 




Our Team


How should PCNs share their employees and workforce effectively?

Summer 2019 – memorable for heated political debate, spectacular cricket … and the establishment of Primary Care Networks!

With PCN Agreements concluded, members must now turn their attention to the growth of the network workforce. Over the next five years it is estimated that some 22 000 additional staff will become network employees. This year, each network will recruit a clinical pharmacist and social prescriber, shortly followed by a first contact physiotherapist and a physician associate next year.

First step: structure

Unlike the procedure for standard recruitment by individual practices, the introduction of the new network workforce necessitates network members to first decide how to employ network staff.

The BMA have identified five potential operating models for PCNs and each model has different consequences for the structure of the workforce within the network.

At DR Solicitors, we notice a marked preference amongst our clients for the lead provider and the federation model, but it is important to realise that in the same way as a practice can hire staff as partners, employees or locums, a PCN can hire different resources using different models. The resourcing model is therefore a critical factor to consider every time a resourcing decision is made.

Factors to consider when deciding on structure include control, tax, cost, liability operating model and resource availability. There is no one size fits all answer, and what works best may well change over time. The key is therefore adopting a model which is flexible and suits your local circumstances.

Second step: Document the sharing agreement

When agreement has been reached as to the employment structure, the sharing arrangement must be documented. In cases where the individual is employed by a PCN member acting as a lead provider, a Workforce Sharing Agreement (‘WSA’) will be required.

This Agreement sets out employer and employee responsibilities and importantly, makes clear cost sharing arrangements for the shared employee. The agreed framework for managing the shared employee should be set out in detail, including procedures to deal with absence, confidentiality, recruitment, termination, changes to Ts&Cs and more.

The WSA cannot be generic as specific details will depend on the resource being shared. For example, it should state whether the particular shared resource will need to be back-filled or not.

If the new resource is being provided from a third party like a Federation or Trust, a Sub- Contract will be a more appropriate document. This is because the primary responsibility lies with the Core Network Practices through their DES, and they will want to ensure that the same obligations are passed through to the Federation or Trust. This requires a different set of decisions. For example, in a WSA the main purpose will be to ensure that all costs and liabilities are shared, whereas in a sub-contract practices will need to decide whether to pass the risk of cost over-runs and employment claims onto the sub-contractor. Just because the PCN receives a certain amount of funding for a particular role does not mean that this is what they have to contract to spend.

Do I need any other agreements, in addition to the WSA or Sub-Contract?

The network employee will not be party to the WSA or Sub-Contract and therefore it will be necessary to have a contract of employment between the employer and the individual. There are no mandatory contractual terms for staff employed under the PCN DES, but there are nonetheless important considerations, such as the levels of reimbursement available and the newly identified responsibilities for each role.

Mobility for the employee within the network is essential and we recommend that a Licence to Attend is signed, permitting the employee to carry out work at PCN locations other than the premises of their direct employer.


Remember that a PCN is a wholly contractual arrangement. Since PCNs do not exist as a legal entity, there is no body of law to fall back on and this means that all arrangements within a PCN must be documented particularly carefully. Workforce sharing arrangements are no exception to this.

If one or more of the Core Network Practices are going to employ the shared resources we recommend that a WSA is concluded before terms and conditions of employment are agreed with each new network employee. Until the WSA has been agreed, you risk that some or all of the risks and costs of employment will remain with the employing practice.

If you have decided to sub-contract the resources to a different entity like a Trust or Federation, we recommend that you agree a Sub-Contract before any of the new resources start work in the PCN. This is the time when you will have most negotiating power, and will ensure that all parties are clear about who is picking up which costs and risks. An appropriate sub-contract also happens to be one of several rules regarding sub-contracting which are set out in your GMS Contract.

The area is very complex so as ever it is a good idea to take specialist advice. At DR Solicitors we have supported well over 100 PCNs so are experts in this field. For advice on Workforce Sharing Agreements, Sub-Contracts or PCNs generally, contact Karen Black or Daphne Robertson on 01483 511555 info@drsolicitors.com.

Our Team


NHS Property Services lease problems – is a solution in sight?

If you are a practice which occupies an NHSPS building, then you may well have received a letter from NHS England and NHS Improvement in April which encourages GPs to regularise their leasehold and service charge arrangements with NHS Property Services. The letter states that it is in the best interests of both Landlord and Tenant to have clarity and certainty on occupancy arrangements, but also threatens ‘legal recourseâwhere it is evident that GPs and Providers are failing to engage’.

You are now being offered 3 options:

  1. a full lease;
  2. a rental agreement letter (as an interim measure); and
  3. a licence for you to join Open Space.

To help you decide which of the 3 options might be best for you, we have summarised our thoughts on the legal implications below. However, our views expressed in previous blogs about NHSPS remains the same, and ‘doing nothing’ may remain an option for some practices if the terms on offer are not sufficiently attractive.

Option 1: a lease

Whilst the clarity and certainty of a lease is generally the preferred outcome, this is only the case if any lease arrangement is sustainable. This is particularly the case for building maintenance costs and other ‘non rent’ costs associated with a lease.

Many readers will be aware of the ongoing service charge issues between NHSPS and many GP practices with large, and in some cases, unsustainable service charge increases being imposed by NHSPS as landlord. This has been and remains one of the major obstructions to practices being able to enter into a lease with NHSPS and it is important that these issues are resolved before any long term lease arrangement is put in place. In case you missed it, you can read our blog on what you can do about inflated NHSPS service charges.

Whilst the letter does acknowledge the ongoing problems with service charges, it doesn’t offer any clear steps or processes which might resolve the issues.

Option 2: a rental agreement letter

A ‘rental agreement letter’ is not a legally defined term, so there is little indication of what rights and obligations it might contain. The letter states that a ‘rental agreement letter’ would only be an interim measure, giving clarity on certain occupancy terms (such as rent, payment terms etc) whilst long term lease terms were negotiated. We are concerned that such a document could override your current occupancy status and any rights you may have accrued over time and thereby prejudice your negotiating position, so would certainly advise anyone considering signing such a letter to seek legal advice first.

Option 3: licence to use NHS Open Space

NHS Open Space is a ‘room hire’ service, allowing users to book rooms on a sessional basis. Users would have no right to use the space beyond the session for which they have booked it. The service might be able to compliment your existing premises if you have a short term need for extra space perhaps to run a temporary additional clinic or a staff training day, but it is not a substitute for your main surgery premises as it conveys no security of tenure. There is also no detail about how such an arrangement could be reimbursed through the NHS premises funding, and we are not aware of any current standard mechanisms for this.

Next steps:

NHSPS are clearly minded to seek to resolve this ongoing problem, so now may be the time for practices in NHSPS buildings to enter (or re-enter) into a dialogue. We sense there is a will to resolve the service charge issues on a case by case basis, and we have seen a number of positive outcomes.

When negotiating, make sure you take professional advice from a specialist solicitor and a surveyor. Remember that whilst you may not have a written lease, you still probably have a tenancy with the important tenant protections that can come with this. Knowing your legal rights can strengthen your negotiating hand and help ensure your lease is drawn up on a sustainable footing from the start.

For a free initial chat about this or any other legal concerns you might have, please contact Daphne Robertson on 01483 511555 or email info@drsolicitors.com

Our Team


Tips on successful recruitment of new partners

Some factors which affect your ability to attract new partners and are outside of your control, such as locality; housing; access to good schools; public transport etc, but there are many things you can control. Prospective new partners will always undertake some form of assessment of your practice, and you can take steps to help ensure your partnership stands out from the crowd.


Prospective partners will want to be sure that they’re joining a well managed and financially viable partnership. You can evidence this early in negotiations by providing a ‘due diligence pack’ including:

  • Partnership Agreement. Ensure your partnership agreement is up to date and fit for purpose (our free checklist will help you);
  • Property documents. If the premises are freehold and owned by some or all of the partners, include the Title documents and the agreement by which the partnership can occupy the premises (this may be in the Partnership Deed or a separate licence or Declaration of Trust). Also, check the Title documents are not still in the names of retired/bought out former-partners. If you are a tenant in leasehold premises, include a copy of the lease and check that it has been properly assigned and that you are compliant with it. Document any issues.
  • Contracts: Include a copy of your GMS/PMS contract as well as any another key sources of practice income such as public health or network contracts Partnership accounts for the last 3 years. Include an explanation of key movements
  • Disputes and contingent liabilities: Prepare a list of known potential liabilities, such as service charge disputes with your landlord, employee disputes, patient complaints etc, and explain what you are doing to mitigate them. Every practice has a few ‘issues’ and it is much better to be upfront about these rather than pretending they don’t exist and risk a partnership dispute later.
  • Regulatory Reports. Include the latest CQC report as well as any relevant correspondence from NHSE or indeed the GMC

Just make sure that your prospective recruit has signed up to your confidentiality agreement before you provide him or her with the due diligence pack!


Many new GP partners are reluctant to invest significant capital when they are already saddled with student debt, mortgages and other financial commitments. Having a realistic expectation as to what they can afford to invest into the business is important. If you oblige new partners to buy into the surgery or commit large sums of working capital on or near admission, you will inevitably put some good candidates off.

It is often a good idea to invite a potential partner to talk through the Partnership accounts with your accountant. The accountant can produce forecasts of their likely future income which will also help to build their confidence in you.


In the end, most partners join a new practice because they feel there is a ‘good fit’. Due diligence and other checks are really just ways to confirm a preliminary decision that has already been made based on gut instinct. Many people regard this as outside of their control, but it can be managed. The trick is to have a clear culture in the practice and ensure everyone subscribes to it. Could you succinctly describe the culture in your practice? Would the receptionist describe it in the same way? Would the patients also recognise it? Think about promoting your own ‘vision & culture’ statement. Articulating the culture you are aiming to achieve will help the business deliver it. The culture will be different for each practice and it can be supported by policies. Importantly it should apply from the most junior employees to the most senior of partners, but if everyone clearly works towards the same culture there is a much greater chance that you will attract someone else who ‘fits’.

And Finallyâ

Being prepared before you start the recruitment process can save you many hours of valuable management time when speaking with potential new partners, as well as putting your practice in a strong position to attract the best available candidates. We can provide assistance in assessing the health of your business documents, and a strategy to mitigate any potential problem areas so please do get in touch with one of our experts.

Remember that you need to ‘sell’ the practice just as much as potential new recruits need to sell themselves.

For further information, please contact Daphne Robertson on 01483 511555, info@drsolicitors.com

Our Team


The NHS Long Term Plan: How will GP practices be impacted?

There is a tendency when new plans come out of the NHS for people to say they have seen it all before. Would this be a wise response to the Long Term Plan?

Pleasingly, there is an acknowledgement of the many issues in primary care and a commitment that investment in primary medical and community services will grow faster than the overall NHS budget. Spend should be at least £4.5bn higher in 2024, but the extra money will come with strings attached. If applied consistently, this will mean further change is coming for many GPs in England.

The Network Contract

A new ‘Network Contract’ will route the additional monies and will also incorporate local enhanced services currently commissioned by CCGs. This Network Contract will be in addition to existing GMS, PMS and APMS contracts. ‘Primary Care Networks’ (PCNs) will be responsible for these contracts and will typically cover 30-50,000 patients. Each network will be responsible for expanded community multidisciplinary teams along the lines of the Integrated Care Vanguards. The obvious question is, who will actually hold (and deliver) these contracts? In some parts of the country GP Federations are sufficiently developed to do so, and could then subcontract services to member practices or to other service providers as appropriate. In other areas super-partnerships are sufficiently large and geographically contiguous to do so, though they may be concerned about using their unlimited liability partnerships to do so. Elsewhere again, it is possible that existing community health providers may look to lead.

What is clear is that the Network Contract is supposed to facilitate ‘integrated community-based health care’ and all new money in primary care will flow that way. We are told that practice participation will be voluntary, but it is hard to see how practices will remain financially viable in the medium term if they do not participate.

Online GP consultations

Digital-first primary care will become a new option for every patient. Over the next five years every patient in England will have a new right to choose telephone or online consultations instead of face to face consultations. The plan states this will be ‘usually with their own practice or, if patients prefer, with one of the new digital GP providers’.

The plan goes on to say that a new framework will be created for digital suppliers to offer their platforms to primary care networks on standard NHS terms. It is therefore unclear whether the digital providers enabling online consultations are supposed to be suppliers of services to networks of GPs, or will be able to hold patient lists themselves.

Our recommendations

It has been clear for some time that any increases in funding will go to practices working at scale. Scale working has now been formalised into PCNs . In those areas of the country where there is already an obvious PCN in existence, the immediate focus should be on working out which approach to use for online consultations. Where there is not currently any single obvious PCN, practices would be well advised to reconsider their local joint working arrangements: be that though through federations, mergers, primary care homes or the like.

Remember that the new Network Contract will need to be held by an appropriate business vehicle (there is no indication yet of any restrictions on who could hold them) so you will need to consider who will be the local prime contractor.

We would be delighted to discuss how we can help practices and PCNs prepare for the imminent changes. Please contact Nils Christiansen in the first instance for a no obligation conversation about how we can assist.