Dr Vikram Bhat & Anor v Smruti Patel

Dr Vikram Bhat & Anor v Smruti Patel

The partnership, after changes in membership, continued on the terms of the 2014 Partnership Agreement as agreed by all partners, subject to changes in identity and profit shares. Clause 44 did not prevent this adoption. The claimant was entitled to payment of arrears of the annual fixed sum in advance of dissolution accounts, as the defendants had appropriated profits without regard to her entitlement and the claim was clear and quantifiable. Potential liabilities (e.g. to NHS) did not preclude payment, as defendants themselves drew profits without accounting for such liabilities.

Parties
Appellant/defendant: Dr Vikram Bhat; Appellant/defendant: Geetha Bhat; Respondent/claimant: Smruti Patel
Jurisdiction
England and Wales
Judgment Date
22 August 2025
Procedural Posture
Civil Appeal / Judgment on Appeal
Outcome
appeal dismissed
Legal Topics
Partnership Dissolution, Variation of Partnership Agreement, Priority of Partner Payments, Accounting in Partnerships, Effect of Technical Dissolution, No Oral Modification Clauses
Partnership Law Contract Law Partnership Dissolution Variation of Partnership Agreement Priority of Partner Payments Accounting in Partnerships Effect of Technical Dissolution No Oral Modification Clauses

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Parties

Dr Vikram Bhat

Appellant/defendant

Geetha Bhat

Appellant/defendant

Smruti Patel

Respondent/claimant

Procedural Posture

Civil Appeal / Judgment on Appeal

Legal Issues

  1. 1 Whether the partnership was governed by the 2014 Partnership Agreement or was a partnership at will after changes in membership
  2. 2 Whether Clause 44 (no oral modification) prevented adoption of prior terms by new partners
  3. 3 Whether the claimant was entitled to payment of arrears in advance of dissolution accounts

Ratio Decidendi

The partnership, after changes in membership, continued on the terms of the 2014 Partnership Agreement as agreed by all partners, subject to changes in identity and profit shares. Clause 44 did not prevent this adoption. The claimant was entitled to payment of arrears of the annual fixed sum in advance of dissolution accounts, as the defendants had appropriated profits without regard to her entitlement and the claim was clear and quantifiable. Potential liabilities (e.g. to NHS) did not preclude payment, as defendants themselves drew profits without accounting for such liabilities.

Court Disposition

appeal dismissed

Orders

  • Appeal dismissed; judgment for claimant for £212,600 plus interest stands
  • Costs order in favour of claimant stands