In this judgment I will refer to the Claimant as “Jaswant” and her daughter, the Additional Part 20 Defendant, as “Sareet” and where I refer to family members of the parties I do so by their given names. I do so without any disrespect to them and on the basis that this is how they were referred in submissions and in the course of the trial.

In this action Jaswant makes a claim under the Partnership Act 1890 against the Defendant, Dr Sangeeta Rathor, for a declaration that they carried on business in partnership together, an order for dissolution and for the standard accounts and inquiries. Dr Rathor denies the existence of such a partnership and asserts that Jaswant and Sareet were employees whose employment was terminated for cause. She and Natio Health Care (UK) Ltd (“Natio”), her service company, also claim that Jaswant and Sareet took salary increases and other benefits and made payments to themselves without her or Natio’s authority.

At trial Mr Hugh Jory QC and Ms Priya Tromans (who is a qualified doctor) appeared for Jaswant and Sareet. Mr Nigel Hood and Mr James Saunders appeared for Dr Rathor. I am very grateful to counsel on both sides and their instructing solicitors for their assistance. I should also pay tribute to Mr Hood for completing the trial during lockdown in challenging personal circumstances and to Mr Jory for his consideration.

Jaswant is married to Gurdarshin and has two children, Jasvin and Sareet. She and her husband live in the family home, 9A St Stephens Road Hounslow Middlesex TW3. In about 1985 she joined the NHS as a receptionist at a surgery in Southall and in 1987 joined the Greenford Road Surgery as practice manager. In about 1990 she obtained a Diploma in Practice Management. On 1 April 1993 the practice was dissolved and Jaswant joined one of the doctors, Dr Syed Osaf Ali, as the practice manager of his new practice called the

Jaswant remained the practice manager and ran the Northolt Family Practice from 1993 until Dr Rathor became a partner in the practice. On 1 August 1988

Sareet was married to Didar between 2011 and 2015 and for some time she and her husband lived at the family home with Sareet’s parents and her brother, Jasvin, and his wife and children. In 2014 she and her husband purchased a property, 10 Stanhope Heath London TW19 7PH. They carried out substantial works to the property (which are relevant to certain issues in the action) and those works were virtually complete by the end of September 2014: see the building control report dated 26 September 2014.

Sareet was employed by Dr Ali from about September 2011. On 1 February 2013 Jaswant (as the Practice Manager) and she signed written terms and conditions of employment which stated that Dr Ali was her employer and that she was employed as a secretary/administrator at a salary of £24,008.40 (equivalent to £12.15 per hour).

Dr Rathor is married to Balwant and has two children, Ranwant and Shaan, and for most of the events which the subject matter of the trial she lived at 12 Laburnum Grove Hounslow TW3 3LU with her family. On 4 October 2017 she purchased a property, 89 Station Road West Byfleet Surrey KT14 6DT with her son and it is now registered in Ranwant’s name although they are jointly liable for the mortgage payments. Dr Rathor also owns a house in India called Rathor Villa in Jaipur.

Between 2005 and 2014 Dr Rathor was the sole proprietor of the Allenby Clinic (the “Allenby Clinic” or “AC”), first at 423 Allenby Road Southall and then from 2011 in the Grand Union Village Health Centre Taywood Road Northolt Middlesex UB5 6WL. Taywood Road is a large multi-story Health Centre which provides office space and consulting rooms for a number of different GP practices and other health care practices. From about April 2013 Dr Rathor also began working as a locum for Dr Ali at the NFP.

Natio was incorporated on 10 July 2014. Dr Rathor describes it has her

Jaswant and Dr Rathor each made a number of lengthy witness statements (to which it will be necessary for me to refer in some detail) and each gave evidence for a number of days. Sareet has also made a number of witness statements and gave evidence for one day. In addition Jaswant called the following witnesses in support of hers and Sareet’s case:

Mr Kewal Sidhu; and

Mr Nimal Fonseka, Dr Rathor’s former accountant, who practised through a company Senstone Ltd (“Senstone”).

Dr Rathor called Ms Meera Grewal to give evidence on her behalf. She did not call Mr Ebrahim Sidat of AMS Accountants Medical Ltd (“AMS”), which replaced Senstone as Dr Rathor’s accountants. Detailed submissions were made by both sides about the failure to call certain witnesses and I return to this below. There was initially a dispute over the authenticity of certain key documents, But in the event it was unnecessary to trouble the Court with expert handwriting evidence. The evidence of Dr Harish Kamboj (who made a witness statement on behalf of Sareet) was agreed.

Both parties submitted that I should assess the reliability of the witnesses against the contemporaneous documents: see the now familiar warnings of Leggatt J in Gestmin SGPS SA v Credit Suisse (UK) Ltd [2013] EWHC 3560 (Comm) at [15] to [22]. They also submitted that I should pay particular regard both to the documents and to motive: see the equally familiar guidance given by Robert Goff LJ in The Ocean Frost [1985] Lloyd’s Rep 1 at 57. See also R (Bancoult No 3) v Secretary of State for Foreign and Commonwealth Affairs [2018] UKSC 3 at [100] to [103] (where Lord Kerr cited both cases).

In the present case, however, I have to resolve a number of key issues where the documentary footprint is a relatively small one. In deciding whose evidence to accept I found the guidance in Simetra Global Assets Ltd v Ikon Finance Ltd [2019] EWCA Civ 1413 at [48] and [49] particularly helpful. In that passage Males LJ cited The Ocean Frost and gave the following additional guidance:

Both parties relied on the absence of documents in relation to a number of the factual issues. In Re Mumtaz Properties Ltd [2011] EWCA Civ 610 Arden LJ said this at [14]:

Both parties also asserted that the other had failed to call material witnesses and relied on the principles set out in Wisniewski v Central Manchester Health Authority [1998] PIQR 324. The way in which the Court will apply the Wisniewski principles depends, however, on the materiality of a given witness and the scope of their knowledge on a particular issue. I bear in mind that only in very rare cases will the failure to call a witness (usually one of the parties themselves) have the effect identified by Lord Lowry in R v IRC (ex p TC Coombs & Co) [1991] 2 AC 283 at [300] and convert the evidence of one side into proof.

I agree with Dr Rathor’s counsel that where the existence of an oral agreement is the most central issue, the further observations of Leggatt J in Blue v Ashley [2017] EWHC 1928 (Comm) at [65] are particularly instructive:

The facts of the present case, however, were far removed from Blue v Ashley and the primary written mode of communication between the two principals was text message. They worked in close proximity and exchanged very few emails (or, at least, very few were disclosed by either party) and I was, therefore, left with a choice to prefer the oral evidence of one party to the evidence of the other in relation to conversations which were largely undocumented and took place over a long period of time.

For the purpose of that choice the few contemporaneous documents which were available assumed a real significance. Apart from the partnership documents, however, they fell into the category identified by Males LJ in Simetra and tended “to be the documents where a witness's guard is down and their true thoughts are plain to see”. Consistently with both parties’ submissions, I paid particular attention to the way in which Jaswant, Sareet and Dr Rathor dealt with those documents in evidence (as I set out below).

I found Jaswant a reliable witness. Nevertheless, I approached my assessment of her evidence with some caution for two principal reasons: first, it seemed inherently improbable that the parties would have entered into an agreement for which there was very limited paper or electronic footprint. This was a difficult evidential burden which Jaswant had to overcome. Secondly, she admitted that she had made false statements to Dr Rathor’s accountants, Mr Fonseka and AMS, when they were preparing Dr Rathor’s and Natio’s accounts. Her evidence was that she did so on Dr Rathor’s instructions and, again, it was a high evidential hurdle to overcome to satisfy the Court that Dr Rathor had given those instructions.

Jaswant’s evidence was, however, supported by a number of key documents. They included not only the Partnership Forms (as I define them below) but also a number of emails and texts. My principal concern about Jaswant’s evidence (and also Gurdarshin’s evidence) was whether she had deliberately failed to disclose contemporaneous records including bank statements which would have enabled Dr Rathor to prove her case in relation to the cash withdrawals. For the reasons which I set out below, I reached the conclusion that any failure to disclose those documents was not deliberate and I was not prepared to draw the inference that she had deliberately laid a false trail by selective disclosure.

The Court would normally accept the evidence of a professional accountant without reserve, particularly where they were relying on the contents of their file. However, Mr Fonseka was subject to a sustained attack by Dr Rathor on his professional conduct. He accepted that he had been found guilty of misconduct and that his evidence had not been accepted by the Court in other proceedings. I accepted, therefore, the submission made on behalf of Dr

Nevertheless, I was not prepared to accept that Mr Fonseka conspired with Jaswant to defraud Dr Rathor or mislead the Court (as Dr Rathor suggested in evidence and was put to him). Nor was I prepared to accept that there was anything sinister about Mr Fonseka’s late production of a hard copy of his file (or parts of his file). Indeed, the contents of that file largely corroborated Mr Fonseka’s evidence on points of detail.

I did not find Dr Rathor a reliable or convincing witness. The evidence which she gave in her first and second witness statements was inconsistent with key documents or she failed to address those documents at all. I bear in mind that she made those statements in support of an application for summary judgment and before the parties were required to give full disclosure. However, it was telling that most of those documents were within her control and she did not produce them until very late in the proceedings and only then under compulsion.

Dr Rathor also demonstrated a propensity to say whatever she thought would help her case and on a number of occasions she had to modify that evidence when shown a documents which was inconsistent with what she had just said. Whilst this does not mean that a witness must be dishonest, there were a number of critical points during her evidence when I had to decide whether Dr Rathor was simply mistaken or whether she was deliberately attempting to

Mr Jory identified nine steps in Dr Rathor’s case at the beginning of his crossexamination and this formed the structure of both his cross-examination and his closing submissions. He submitted that Dr Rathor had falsely but elaborately constructed those steps to create a false narrative and prove that Jaswant was guilty of fraud. Whilst Mr Jory was perfectly entitled to advance

Although Dr Rathor served a witness statement from Mr Sidat of AMS, he was not involved in the preparation of Dr Rathor’s accounts and he occupied a

There is no doubt that AMS could have given considerable assistance to me in deciding what Dr Rathor knew and had told them during the preparation of both the 2016 Accounts and the 2017 Accounts (as I define them below). The Wisniewski principles (above) had particular relevance to Mr Sidat. Dr Rathor put the AMS report to Jaswant and Dr Rathor deflected a number of questions by suggesting that they should be put to AMS. Mr Hood also gave every indication that he intended to call Mr Sidat on behalf of Dr Rathor until the end of the trial. Nevertheless, I am not prepared to draw the inference that AMS conspired with Dr Rathor to mislead the Court. However, where I indicate below, I have been prepared to make findings and draw inferences from individual documents where I would ordinarily have preferred to hear from AMS before doing so.

Section 1(1) of the Partnership Act 1890 provides that partnership is the relation which subsists between persons carrying on a business in common with a view of profit. Section 2 contains a number of rules for determining the existence of a partnership. Neither party relied upon any particular statutory rules, however, and relied more on the general law.

Mr Jory and Ms Tromans submitted on behalf of Jaswant that for a partnership to exist three conditions must be satisfied: (1) a business, (2) which is carried on by two or more persons in common and (3) with a view to profit. They cited a passage in Lindley & Banks on Partnership 20^th edition (2017) at 2— 01 to 2—011.

Mr Hood and Mr Saunders submitted on behalf of Dr Rathor that there are common indicia which the Court should look for in order to establish that the parties’ relationship can properly be classified as one of partnership:

They accepted that the presence or absence of any one of these individual factors was not conclusive but they also submitted that a complete absence of any of these evidential factors would point firmly against the conclusion that the parties were not carrying on business in common.

In substance, there was little between the parties about the test which the Court should apply in deciding whether there was a partnership. Mr Hood and Mr Saunders did not dispute that a medical practice can be the subject of a partnership or that Dr Rathor and Jaswant were both working in that business. The real difference between the parties was the weight which the Court should attach to the evidence. Mr Jory relied on the language which the parties used and the documents which they signed. Mr Hood and Mr Saunders relied on the wider evidential features which are usually present in the case of partnerships.

If I find that Dr Rathor and Jaswant agreed to enter into a partnership (or, indeed, believed that they had done so), a particular issue arises out of the way in which the parties were paid. Jaswant continued to be paid as an employee through the payroll until Dr Rathor purported to suspend her on 4 October

Mr Jory and Ms Tromans submitted that it is for the partners to agree the basis on which profits are to be calculated as between themselves failing which section 24 of the Partnership Act 1890 would apply. (Section 24 provides that in the absence of any other agreement the partners share profits in equal shares.) He relied on the following statement by Lord Lindley set out in Lindley & Banks (above) at 20—43:

Mr Hood and Mr Saunders did not dispute that proposition. Indeed, one of their indicia of partnership was an agreement varying the default rules in section 24 to permit a partner to receive additional remuneration. However, they submitted that a person cannot be both a partner and an employee of the partnership at the same time. They relied on the following statement by Rimer LJ in Tiffin v Lester Aldridge LLP [2012] 1 WLR 1887 at [31]:

In Tiffin Rimer LJ was dealing with a very different situation, namely, whether a “fixed share” partner in a solicitors’ limited liability partnership could be an employee of the firm at the same time as being a member. This turned on the statutory effect of section 4(4) of the Limited Liability Partnerships Act 2000. In Lindley & Banks (above) it is also stated that the decision must be read subject to the subsequent decisions in Bates van Winkelhof v Clyde & Co. LLP

Mr Hood and Mr Saunders also relied upon the following passage in the judgment of Wilson LJ in M Young Legal Associates Ltd v Zahid [2006] 1 WLR 2562 at [33]:

It is unnecessary for me to consider whether there are any limitations on the application of either of these authorities because Mr Jory and Ms Tromans did not challenge either of them. I therefore accept that in law an individual cannot be both a partner and an employee of the partnership at the same time because it is not possible for an individual to be an employee of himself and his copartners. I also accept that the absence of a direct link between the level of payments and the profits of the firm points against the existence of a partnership (although in Zahid a fixed share partner was held to be a partner and not an employee).

In addition to being satisfied that the statutory test for partnership is met, Mr Hood and Mr Saunders submitted (and I accept) that the Court must also be satisfied that there is a binding contractual relationship between the parties. In McPhail v Bourne [2008] EWHC 1235 (Ch) Morgan J stated as follows (at [256]):

This means that in most cases the Court must be able to conclude with confidence both that the parties intended to create contractual relations and also to analyse the agreement between the parties in the traditional terms of offer and acceptance: see Blackpool and Fylde Aero Club Ltd v Blackpool BC [1990] 1 WLR 1195 at 1202F-G (Bingham LJ). Further, the failure to agree essential terms may be grounds for concluding that no agreement was reached or that, if it was, it was not intended to be binding. In Blue v Ashley [2017] EWHC 1928 (Comm) Leggatt J also stated as follows (at [61]):

Partnership contracts must also be supported by consideration. However, as is stated in Lindley & Banks (above) at 6—01, the partners often provide consideration by providing their labour or by the mutual assumption of obligations:

If a partnership arose, Mr Jory and Ms Tromans submitted that it was a partnership at will. In that event, sections 26 and 32 of the Partnership Act 1890 provide the method for dissolution. One partner may terminate the partnership by giving notice to the other partners: see section 26(1). Subject to any agreement between them, the partnership will be dissolved at the date of expiry of the notice or, in the absence of any notice period, at the date of the notice: see section 32(c). Moreover, the effect of dissolution is that the affairs of the partnership must be wound up: see Hurst v Bryk [2002] 1 AC 185 at 196E-F (Lord Millett).

Mr Hood and Mr Saunders did not dispute that any partnership between Dr Rathor and Jaswant would have been a partnership at will. Nor did they dispute any of these propositions. However, they submitted that in deciding whether there was a partnership at all I had to consider the availability and effect of dissolution. They also submitted that if Jaswant became a partner, she was entitled to terminate the partnership immediately by giving notice and that this would trigger the winding up of its affairs.

I accept that in some cases the Court should give weight to this factor in deciding whether a partnership has come into existence. But it will depend on the circumstances and the practical consequences of dissolution. I can well see that this might be a strong consideration where the parties have the benefit of legal advice. But it has less force in the present case where neither party took legal advice at all.

A further issues arises out of the way in which Jaswant was paid. Mr Hood and Mr Saunders submit that an individual cannot be both employed and selfemployed whilst conducting the same work for the same business: see O’Kelly v Trusthouse Forte plc [1984] QB 90. They also submit that such an arrangement would place an employer in breach of regulation 21 of the Income Tax (Pay As You Earn) Regulations 2003 which provides as follows:

On making a relevant payment to an employee during a tax year, an employer must deduct or repay tax in accordance with these Regulations by reference to the employee's code, if the employer has one for the employee.

The employer must deduct or repay tax by reference to the employee's code, even if the code is the subject of an objection or appeal.”

Mr Jory and Ms Tromans did not dispute either of these propositions and I accept them both. Mr Hood and Mr Saunders did not specify, however, what consequence the breach of regulation 21 had on Dr Rathor’s claims against Jaswant and Sareet. It was the duty of either Natio or Dr Rathor to comply with regulation 21 not theirs. I understood, therefore, the general point to be that this was a reason for accepting Dr Rathor’s evidence that there was no agreement about the change in Jaswant’s pay in December 2016 and for finding that Mr Fonseka must have misled HMRC.

Mr Jory and Ms Tromans submit (and I accept) that where the same relief is claimed against more than one party, then the matter remains at large even if one of those parties would otherwise be subject to an estoppel: see Spencer Bower and Handley Res Judicata 5^th edition (2019) at 17.29. The reason is an obvious one. The Court would be in an invidious position if it had to give conflicting judgments in the same case one on the merits and one on the estoppel (particularly if it took a different view of the merits from the first tribunal).

It is not entirely clear whether Dr Rathor make separate claims against Jaswant and Sareet in relation to their pay rises and bonuses: see the Re-Amended Defence, Counterclaim and Additional Claim, paragraphs 39 and 40. However, there are general allegations of breach of duty, loss, unjust enrichment and unconscionable receipt which do not distinguish between Jaswant and Sareet: see paragraphs 56 to 62. Dr Rathor also claims identical relief in the prayer for relief against both of them.

In my judgment, therefore, the principle is engaged and the matter remains at large. The facts upon which both claims are based (and, in particular, the claim for the bonuses of £10,000 or the third pay rise) are so closely connected that it would be impossible for me to decide the claim against Jaswant if I could not also decide the claim against Sareet. It is also clear from paragraphs 56 to 62 and the prayer for relief that the claims overlap and Dr Rathor has not limited herself to separate claims against each of them.

Jaswant claims to be a partner in a business which consisted of two medical practices: the Northolt Family Practice and the Allenby Clinic. Both were relatively small and Dr Rathor’s evidence was that NFP had a patient list of 4,200 and the AC a patient list of 1,900. Dr Ali owned the surgery at Ruislip Road himself and received the rents payable by the practice. I was taken to a schedule of the rents paid to Dr Rathor by the NHS for the Allenby Clinic and she confirmed that rent was normally payable on a “pass through” basis, i.e., that the NHS paid the rent notified to it by the practice which then passed on the rent to the landlord.

The Allenby Clinic was (and is) governed by a General Medical Services or “GMS” contract which is a common form of contract made directly between general practices and NHS England. This was the form of contract made between Dr Rathor’s predecessor, Dr Garg, and the NHS in relation to the Allenby Clinic. The NFP was (and is) governed by a Personal Medical

In addition to funding the rent the practices also received a range of payments from NHS England. These included payments under the Quality Outcomes

In early 2013 and at Jaswant’s suggestion Dr Rathor began to work as a locum at the NFP which was then located at Ruislip Road. At some point during 2013 Dr Ali and Dr Rathor agreed that Dr Rathor would join his practice and on 2 December 2013 Dr Rathor and Dr Ali signed a PMS Contract Variation Agreement Form stating that Dr Rathor would join the practice as a full partner with effect from 1 April 2014. I will have to examine the terms on which Dr Ali made this agreement with Dr Rathor in detail below.

On 4 July 2014 Dr Rathor signed a partnership detail form stating that she was to be the sole practitioner with effect from 1 September 2014. It is common ground that Dr Ali retired from the partnership on that date although he continued to work as a locum for the NFP until May 2015 and he remained the NFP’s landlord until about August 2015.

Until July 2014 the Allenby Clinic employed its own staff through Aqua. A P35 payroll listing for the end of the 2014 tax year shows that apart from Dr Rathor and Balwant (who was also listed as an employee), Aqua had five employees. The most important member of staff was Mrs Pamela Bradbury, the practice manager and on 4 April 2014 Dr Rathor introduced her to Jaswant and Sareet (who took minutes of the meeting). However, on 1 July 2014 Mrs Bradbury resigned and by email dated 1 August 2014 she set out the reasons for her resignation. Dr Rathor was also taken in cross-examination to the notes of the investigation meeting on 17 April 2014.

Dr Rathor’s P60 for the year ended 5 April 2014 also shows that her earnings from Aqua for that tax year were £9,000 (or £750 per month) and the P35 year-end listing shows that Balwant’s earnings as an employee were £1,104.24. The trial bundle also contained a pay slip for Dr Rathor dated 31 October 2010 showing that she had been receiving remuneration from Aqua for a number of years.

It is common ground that by the middle of July 2014 Jaswant began to oversee the financial affairs of Allenby Clinic (such as the payroll and banking transactions). Moreover, the joint management or merger of the two practices had become sufficiently advanced for Jaswant to write to NHS England about a proposed merger and describing herself as the business manager of Allenby Clinic.

On 1 September 2014 Dr Rathor became a sole practitioner operating both practices and on that date the employment of Jaswant and Sareet was transferred from Salus to Natio. Before the transfer of undertakings to Natio,

After the transfer of undertakings, the payslips issued to Jaswant and Sareet by Natio continued to show that Jaswant was paid £34 per hour and Sareet was paid £22 per hour. For example, Jaswant’s payslips dated 31 October 2014 and 30 November showed that her gross monthly pay was £5,909.20 based on 173 hours at £34 per hour. Dr Rathor and Balwant were also transferred from the payroll of Aqua to the payroll of Natio. Dr Rathor’s payslip dated 31 October

Further, by letter dated 19 September 2014 Dr Rathor wrote to Barclays Bank plc (“Barclays”) confirming that Jaswant was to be a full signatory on two bank accounts. The first was account no. 53337898 which was in the name of

It is common ground that Dr Ali gave notice to quit Ruislip Road at or about the end of April 2015 and that the NFP moved to Taywood Road in the middle of August 2015. Indeed, Jaswant’s evidence was that the last day at Ruislip Road was 14 August 2015. It is also common ground that Dr Rathor was in arrears with the rent which she owed to Dr Ali although there was a dispute between them. By letter dated 26 June 2015 Mr Fonseka wrote to Rae Nemazee LLP, Dr Ali’s solicitors, on behalf of Dr Rathor stating as follows:

The rent for April 2015 has in fact been paid. You should ask your client to check his records;

The rent for May and June 2015 (the latter of which has only recently fallen due) is accepted to be outstanding;

However, as your client is aware, he is contracted to this surgery to carry out locum GP work. Your client has in fact received £9,900 in overpayments for the work that he has carried out to date;….

I was also taken to an email dated 1 July 2015 from Mr Michael Nelson, the Senior Primary Care Commissioning Manager for North West London, to Dr Rathor in which Mr Nelson stated as follows:

From August 2015 the two medical practices operated together from Taywood Road although they remained separate for contractual purposes. It is common ground that Jaswant became the Business Manager of the two practices and that Sareet became the Practice Manager. It was also Dr Rathor’s evidence that she operated the practice with one or, occasionally, two locum doctors, a part-time practice nurse, a part-time health care assistant and five administrative staff (some full-time and some part-time).

On 29 June 2015 Aqua was ordered to be wound up on the petition of HMRC. According to its filing history, the company was restored to the register and filed accounts made up to 31 October 2015. In his witness statement Mr

There was a conflict of evidence between Dr Rathor and Mr Fonseka about who was responsible for permitting the company to be wound up in the first place. But I consider it unnecessary for me to resolve that issue because it is common ground that Mr Fonseka was instrumental in restoring Aqua to the register and that Dr Rathor ultimately paid the tax due on his advice to HMRC.

It was Jaswant’s unchallenged evidence that Mr Nelson and Ms Bernadette Johnson, who was the Primary Care Commissioning Manager at NHS England for the London Region, visited the Northolt Family Practice at Ruislip Road a number of times and suggested that the practice needed more than one partner. By email dated 5 June 2015 and timed at 14.28 Ms Johnson wrote to Ms Linda Smith, who was the Project Manager for the West London Health Partnership, requesting detailed data about the NFP. In her email she stated:

On 9 June 2015 at 12.34 Ms Smith forwarded this email to Dr Rathor and at 16.58 Dr Rathor forwarded it to Jaswant. There was a conflict of evidence about the identity of the new partner referred to by Ms Johnson. Jaswant’s evidence was that Dr Rathor had told NHS England that she had agreed to enter into partnership with her and Dr Rathor’s evidence was that she told NHS England that she was considering the possibility of taking on a new GP partner (possibly her son who was training to be a doctor).

At all events, on 23 July 2015 at 12.08 Ms Johnson sent Ms Smith a form headed “Partnership Detail Form” which she forwarded to Jaswant and Sareet (with a copy to Dr Rathor). Under cover of an email dated 24 July 2015 and timed at 13.04 Sareet sent the form back to an email address for “Medical – PCSS (NHS England)” as instructed by Ms Johnson in her email of the previous day. In the covering email she stated: “Please see attached completed form as per Bernadette Johnson.”

It is common ground that this form (which I will refer to as the “2015 Partnership Detail Form”) was completed in Jaswant’s handwriting and it contained the following material:

Paragraph 1 on the first page of the form required the partnership name, the Practice Codes and the names of the partners. Jaswant had inserted the names and codes of both the NFP and AC and her own name and that of Dr Rathor as the partners.

Paragraph 2 on the same page required the address of the surgery and the address stamp of NFP (and possibly the address stamp of AC) had been used.

Paragraphs 3 to 5 on the second and third pages were not completed but paragraph 6 on the third page headed “Confirmation of Existing Partnership” was signed by Dr Rathor and dated 24 July 2015.

On the fourth page Jaswant had inserted her own name and email address into the “Declaration of Banking Details” as the nominated addressee for all financial information from NHS England.

The fifth page required a signature “to be signed by All partners” and it had been signed by Dr Rathor alone and dated 24 July 2015.

The sixth page consisted of a form under the legend “TO BE COMPLETED BY NEW PARTNER (JOINING)” and Jaswant had

Jaswant’s evidence was that she took home and kept a number of documents in a personal safe including the third, fourth and fifth pages of this document

By email dated 29 July 2015 Ms Astrid Zarovskis, the Senior Performer List

In 2015 Sareet became divorced from her husband, Didar, and he commenced proceedings for financial relief in the Brentford Family Court. Sareet submitted a financial statement in which she stated that her employer was Natio and declared that her gross income as shown on her P60 for the last financial year was £39,476.40. She also declared an interest in a company

In the course of those proceedings she made a witness statement dated 10 November 2016 in which she gave detailed evidence about the assistance which her parents had given her in relation to the purchase of Stanhope Heath and the improvements to the property. In paragraph 56 she identified her builder as Mr Subash Singh and in paragraph 58 she stated that she had paid £30,000 to him herself. In paragraph 59 she also stated that cash payments totalling £36,000 were made to him from cash withdrawals from her parents’ bank accounts and she produced a table of payments and cash withdrawals.

Jaswant and Gurdarshin both made witness statements in support of Sareet’s evidence on the application. In paragraph 32 of her witness statement Jaswant stated as follows:

In the course of the proceedings Sareet also prepared a spreadsheet recording payments made to her by her parents, the accounts out of which those payments were made and how they were made. The parties described this spreadsheet as the “Mum’s Loan Schedule” and it was retrieved from Sareet’s work computer.

I was taken to a number of documents which showed that after Dr Ali’s retirement Dr Rathor remained under financial pressure and that she looked to Jaswant for help in managing her affairs. By email dated 12 April 2016 Jaswant forwarded to Sareet an email dated 7 January 2016 from Mr Scott Burdon, a project accountant for Community Health Partnerships (“CHP”), the landlords of Taywood Road, showing that Dr Rathor owed £161,265.68 for Allenby Clinic. The schedules which he enclosed showed that the sum of £48,757. was overdue and unpaid for 2013 to 2014 and the sum of £112,508.40 was overdue and unpaid for 2014 to 2015.

By email dated 15 June 2016 Mr Steve Torrance of Barclays wrote to Jaswant confirming that she was set up for online banking for Natio. He gave her a membership number and informed her that she would need her debit card and

It is common ground that in 2014 Mr Fonseka incorporated Natio on Dr

For the purposes of preparing the 2015 Accounts Mr Fonseka produced a spreadsheet containing an analysis of Natio’s bank statements. It consisted of a single summary sheet with a six page spreadsheet behind it containing a list of payments from the Natio Account for Natio’s financial year which ran from 1

The file which Mr Fonseka kept for the purposes of preparing the 2015 Accounts also included a trial balance which he later provided to AMS. It also included specimen copies of the P32 payment records which Natio submitted to HMRC. These documents showed that both Dr Rathor and Balwant had been put on the payroll records. They also showed the salaries paid to Jaswant and Sareet. For example, the P32 for 30 September 2014 showed that Jaswant was receiving a gross salary of £5,909.20 and Sareet £3,823.60 and the P32 for 30 June 2015 showed that Jaswant was receiving a gross salary of £4,431.90 and Sareet £4,692.60.

Mr Fonseka’s file also contained a copy of the 2015 Accounts signed by Dr Rathor on 12 January 2016. The profit and loss account showed that the turnover of Natio was £566,003 and the expenses were £485,991, that the net profit before tax was £80,012 and that a dividend was paid of £60,000. It also shows that wages and salaries were £183,645. Mr Fonseka’s file also contained a table showing a monthly breakdown of the total salaries paid and also the gross pay, tax and national insurance contributions made by both the employer and the employees. The Contract Variation Applications

By email dated 23 March 2016 Sareet wrote to Ms Rachel Donovan, Assistant Head of Primary Care Commissioning for the London Region (and

On 12 April 2016 Ms Donovan sent Jaswant application forms to vary both the PMS Contract and the GMS Contract and under cover of an email dated 21 June 2016 Jaswant wrote to Ms Donovan enclosing the completed forms and stating: “Please see attached paperwork requested by yourself.” The forms contained the following material:

The first form was two pages long and headed “Application to vary a single-handed contract to a partnership (GMS)” (although the copy of the email attachment in the trial bundle has this heading cut off).

Beneath the stamp were three questions which were asked and answered in the following way (and I underline the manuscript responses): “1) Will the partnership be a limited partnership and, if so, who is a limited and who is a general partner? No – General Partner, 2) Confirm that the proposed partner(s) is/are either i. a medical practitioner; or ii. a person who satisfies the conditions specified in the NHS Act. ii – yes. 3) Confirm that the proposed partner(s) satisfies the conditions imposed by regulations 4 and 5 of the GMS Contract

On the second page were a fourth and fifth question which were asked and answered in the following way (and again I underline the manuscript responses): “4) Confirm the GMC number of the proposed partner(s) and name on the Performers List that the proposed partner(s) currently is/are currently on N/A 5) Give the proposed date from which you wish the contract variation to be implemented: 01^st July 2016.”

Beneath the typed words “Signed by current contract holder” Dr

The second form was three pages long and headed “Application for variation of a sole practitioner agreement (PMS/APMS/SPMS)” (although, again, the copy of the email attachment in the trial bundle has this heading cut off). Beneath the heading was a table in which the Practice Code and name of the NFP had been inserted together with Dr Rathor’s name as the sole practitioner and Ealing as the CCG.

Beneath the table were four questions which were asked and answered in the following way (and, again, I underline the manuscript responses): “1) Details of the proposed new members to your agreement: Jaswant Sidhu – Business Manager, 2) Confirm that the new members are joining you under your contractual agreement and you are not intending to become a qualifying body. Yes 3) Confirm that the proposed new members joining meet the eligibility criteria for holding a PMS agreement as set out in Regulation 4 and 5 of the PMS Regulations 2004. Yes. 4) Confirm that the premises are fit for purpose in accordance with the minimum standards set out in the 2013 GMS Premises Costs Directions or confirm that the practice has a Business Plan to achieve within no more than 12 months (attach copy of business plan to this application): Yes –CQC Visit on 7^th June 2016.” vii) The second page contained three further questions. The fifth was concerned with service improvements and the answer “N/A” had been given. The sixth question asked for CVs of the proposed new members to be attached (and this question was left blank). The seventh question asked for the proposed date from which the agreement was to run and, again, this was completed with the date 1 July 2016.

Beneath the typed words “Signed by current agreement holder” Dr Rathor had signed her name. Beneath the typed words “Signed by proposed new member” Jaswant had signed her name. Both names had also been printed in capitals in full and dated 21 June 2016.

Although no answer had been given to the sixth question on the second form, Jaswant had enclosed a copy of her CV stating that she was a highly experienced Practice Manager and later Business Manager.

By email dated 26 July 2016 Jaswant chased Ms Donovan for an update. In her email she referred to the “paperwork which I sent over 8 weeks ago”. This must have been a reference to the forms which she had sent back on 21 June 2016. More importantly, Jaswant forwarded this email to Dr Rathor the following day and Dr Rathor’s computer generated a read receipt.

Under cover of an email dated 28 July 2016 Ms Allison Shoesmith, who was the Contract Manager for Primary Care Commissioning London Region, replied to Jaswant’s email dated 21 June 2016 (which had enclosed the 2016 Partnership Applications). She enclosed the documents set out below and in her covering email she stated:

She enclosed a “Standard GMS Contract Variation Notice” together with a letter dated 28 July 2016 from Ms Julie Sands, the Head of Primary Care – NW London, addressed to Dr Rathor which stated as follows:

She also enclosed a new schedule which was headed “SCHEDULE 1

Finally Ms Donavan enclosed two pages headed “GMS Contract Variation

The second page consisted of a blank notice to be signed by Dr Rathor, Jaswant and by Ms Sands on behalf of NHS England. By email dated 28 July

Under cover of an email dated 1 August 2016 and timed at 13.07 Sareet sent Jaswant the GMS Contract Variation Notice which had now been signed and dated that day by both Dr Rathor and herself and by email timed at 13.17 Jaswant forwarded this email on to Ms Shoesmith. In fact, Dr Rathor had signed the notice in the wrong place and in the space provided for Ms Sands.

Under cover of an email dated 2 August 2016 Ms Shoesmith returned the

Under cover of an email dated 9 August 2016 and timed at 11.55 Ms Shoesmith sent Jaswant the form for the variation of the PMS Contract. This document consisted of a single page and was headed “PMS Contract Variation Agreement Form”. Ms Shoesmith had completed the details in the form stating as the nature of the variation as “Partnership Change” and giving as the details of the variation: “Adding non-clinical partner to the PMS Agreement”. By mistake, however, she gave Ruislip Road as the practice address in the top right hand box.

By email dated also dated 9 August 2016 and timed at 15.34 Jaswant wrote to

By email timed at 15.46 Ms Shoesmith replied stating: “Apologies for putting the incorrect address on the variation. Please see attached a corrected variation. Please can this be signed and returned to be countersigned”. She enclosed a version of the PMS form with the address corrected to Taywood Road in the top right hand box.

By email dated 10 August 2016 and timed at 09.14 Jaswant wrote to Ms Shoesmith enclosing the revised form signed by both herself and Dr Rathor and also dated 9 August 2016. The form had also been witnessed by Sareet. Under cover of an email dated 19 August 2016 Ms Shoesmith returned the PMS contract form to Jaswant counter-signed by Ms Sands.

There were a number of copies of the PMS Contract Variation Agreement Form amended in manuscript in the trial bundle although I was not taken to the version attached to Sareet’s email timed at 15.10. Mr Jory submitted that

It was Jaswant’s evidence that in addition to the Partnership Detail Form (which the parties had signed a year earlier) she also took home and kept the originals of the following documents:

The letter dated 28 July 2016 from Ms Sands with the GMS Contract Variation Notice signed and dated 1 August 2016 by herself and Dr

The PMS Contract Variation Agreement Form amended in manuscript by Dr Rathor, signed and dated 9 August 2016 by both parties and witnessed by Sareet; and

The PMS Contract Variation Agreement Form with the correct address, signed and dated 9 August 2016 by both parties and witnessed by Sareet.

I will refer to the GMS Contract Variation Notice and both versions of the PMS Contract Variation Agreement Form as the “2016 Partnership Notices”.

I should add that none of the emails passing between NHS England and Jaswant (or Sareet) to which I have referred were sent to or copied to Dr Rathor apart from the email dated 26 July 2016 (which generated a read receipt). I should also add that Dr Rathor did not dispute in evidence that she signed or dated all of the Partnership Forms or, indeed, that she changed the address on the PMS Contract Variation Notice.

On 7 June 2016 the Care Quality Commission (“CQC”) inspection team carried out an “announced comprehensive inspection” at Taywood Road. In their report they gave Allenby Clinic (by which they must have meant both practices) an overall rating of “Good” and findings of good in answer to all five questions. In their detailed findings they stated (at p.11):

Although the reports’ authors referred to Dr Rathor as a single “partner” in this passage, they also referred to “partners” in the plural on p. 21:

QOF and LIS payments appear to have been calculated annually and based on a year which ran from 1 April to the following 31 March. A report dated 12 April 2017 records that a total QOF payment of £86,381.93 was achieved by Allenby Clinic for the year ended 31 March 2017 which amounted to £23,297.65 after an adjustment for the CPI. It also recorded a total QOF payment of £74,050.42 was achieved by the Northolt Family Practice which amounted to £40,310.83 after adjustment for the CPI.

A similar report records that a LIS payment of £10,316.50 was achieved for the Allenby Clinic for the same period and £17,685.69 for the Northolt Family Practice. The total amount achieved by both practices under the QOF and LIS payment schemes, therefore, amounted to £188,434.54 (before the CPI adjustment) and £91,610.67 (after adjustment). The amount recorded in the 2017 Accounts (below) for the year ended 31 July 2017 was £68,601.

It is common ground that in April 2016 Dr Rathor replaced Mr Fonseka with AMS as her accountants. There was a difference of evidence about why Dr Rathor chose to replace him. It is unnecessary for me to decide this issue because it is common ground that AMS were instructed to prepare Dr Rathor’s accounts for both the year ended 31 July 2016 (the “2016 Accounts”) and the year ended 31 July 2017 (the “2017 Accounts”).

These accounts consisted of personal or sole trader accounts in the name of Dr Rathor herself (the “ 2016 Sole Trader Accounts” and the “2017 Sole Trader Accounts”) and company accounts in the name of Natio (the “2016 Natio Accounts” and the “2017 Natio Accounts”). It was unclear to me why AMS prepared two separate sets of accounts in each year where Mr Fonseka had prepared a single set of accounts for Natio. I return to this point in the context of Jaswant’s employer.

Mr Sidat was the managing partner of AMS but Dr Rathor’s relationship manager was Mr Yasin Muminovic (“Yasin”) who was assisted by Mr Abdullah Shah (“Abdullah”). It was not suggested that AMS had provided their working papers or electronic files to Dr Rathor or that she had produced them as part of her disclosure. There were, therefore, significant gaps in the documents before the Court in relation to the preparation of both the 2016 Accounts and the 2017 Accounts. However, I was able to piece together a fairly clear chronology.

In her tenth witness statement Dr Rathor gave evidence that at or about the end of March 2017 she met Yasin in her room at Taywood Road. On Sunday 2 April 2017 at 8.17 am Dr Rathor sent the following email to Yasin from her iphone and I set it out in full:

Jas has the use of and authority of the natio card

I saw she gets paid £5800 per month and I guess after tax

there was almost £130k in natio account

On Monday 3 April 2017 at 7.47 Yasin replied stating: “Hi Dr Rathor, please give me a call when you get a few minutes.” There is no record of this conversation and Dr Rathor did not address it either in her tenth witness statement or in any of her earlier statements.

By email dated 18 April 2017 Yasin wrote to Jaswant stating that AMS had almost finalised the 2016 Accounts and asking for certain information. In particular, he asked her to confirm the nature of a number of cheque payments which he set out in a table.

By email dated 19 April 2017 Jaswant replied providing the requested information and in relation to the cheques she added her explanation in the table. For example, in relation to cheque no. 100043 dated 26 August 2015 she gave the following description for a payment of £1,900 as “Railex Cabinets”. I will have to return to these descriptions in considering Dr Rathor’s counterclaim.

By email dated 21 April 2007 and timed at 18.22 Abdullah wrote to Jaswant following up a few final queries. He asked her to provide details of a number of other cheques. At the end of his email he stated: “We are looking to provide the final figures to Dr Rathor on Monday if you could please reply as soon as possible it would be greatly appreciated.”

By email also dated 21 April 2017 at timed at 18.53 (half an hour later) Jaswant replied. In relation to cheque no. 10055 she described a payment of

Under cover an email dated 25 April 2017 and timed at 17.27 Yasin sent drafts of the 2016 Accounts to Dr Rathor at her NHS address and her personal email account at yahoo.co.uk. A minute or two later he sent her a drawings schedule (which he had intended to attach to the earlier email). The schedule was headed “Monthly Drawings” and showed a series of regular monthly cash withdrawals of £2,900 (and sometimes more) often as £2,400 and £500. I will refer to this schedule as the “2016 Drawings Schedule”).

At the end of his first email Yasin stated that he would like to book a conference call with Dr Rathor for the following day “to discuss the accounts in detail” and “PAYE” and also “Cheque Payments” and he asked for her availability. Dr Rathor did not disclose a reply to this email or any record of

Under cover of an email dated 23 May 2017 Abdullah sent the 2016 Accounts to Dr Rathor. AMS had signed the accountant’s report for both sets of accounts and dated them 26 April 2016. The 2016 Sole Trader Accounts recorded that Dr Rathor had received monthly drawings of £195,548 for the year: see note 17. He also enclosed the 2016 Natio Accounts and a draft of the 2015 Accounts.

On 14 June 2017 Dr Rathor forwarded Yasin’s emails dated 25 April 2017 to her mortgage broker, Mr Rishi Roda (“Rishi”), from her personal email account. Under cover of an email dated 22 June 2017 and timed at 18.11 Dr Rathor also sent Rishi a copy of her tax return for the year ended 5 April 2015

Under cover of a second email dated 22 June 2017 and timed at 18.59 Dr Rathor also sent Rishi a letter from HMRC dated 13 October 2016 and addressed to her at Laburnum Grove. It referred to a phone call from her agent on 12 October 2016 and it enclosed her self-assessment tax calculations for the previous three years. The tax calculation for the year ended 5 April 2015 showed that she had received £5,250 as an employee. In cross-examination Dr Rathor identified her agent as AMS. Again, she sent this email from her personal email account.

Shortly after they had completed the 2016 Accounts, Dr Rathor instructed AMS to start preparing the 2017 Accounts. By email dated 25 July 2017 and timed at 17.23 Yasin wrote to Jaswant stating that Dr Rathor had asked if AMS could make a start on the 2017 accounts “as they are required for mortgage purposes”. He asked for a number of items of financial information including: “Cheque analysis for all payments made.”

By email also dated 25 July 2017 and timed at 19.14 Jaswant replied (forwarding an email from Sareet) stating that she could download and provide the bank statements and PAYE information. By email dated 16 August 2017 Jaswant also wrote to Abdullah (who had asked her for further information). In particular she stated:

By email dated 17 August 2017 Jaswant also wrote to Abdullah enclosing a schedule of payments made by Natio. The schedule included a number of cash withdrawals from 5 August 2016 to 31 July 2017 in sums of £2,900, £2,400

On Tuesday 22 August 2017 at 13.04 Dr Rathor forwarded to Jaswant an email which she had received from Yasin attaching drafts of the 2017 Accounts. Yasin had also attached Dr Rathor’s self-assessment for tax purposes and AMS’s invoice and set out the personal tax payable by Dr Rathor herself and the corporation tax payable by Natio. Yasin had sent the email to both Dr Rathor’s personal Yahoo account and her NHS email account.

By email also dated 22 August 2017 and also timed at 13.04 Dr Rathor forwarded to Rishi the draft 2017 Sole Trader Accounts. The first page stated in the top left hand corner: “Draft Financial statements at 21 August 2017 at 19.49.44”. I note the following points in relation to those draft accounts:

Note 16 to the accounts stated that Dr Rathor’s monthly drawings totalled £291,815.

But after adjustments for sums paid through the Natio bank account, pensions and what was described as “Internal loum” (which must be a typographical error for “locum”) it gave a net figure of £89,923 for her drawings as at 31 July 2017.

Note 17 broke down the individual monthly drawings which included

In cross-examination Dr Rathor accepted that her drawings included a sum of £80,000 paid as a dividend to Ranwant.

Dr Rathor also annexed a version of the 2017 Sole Trader Accounts to her Defence, Counterclaim and Additional Claim dated 8 February 2018. Note 16 to that version showed net monthly drawings of £63,097 (before pension contributions) and £89,924 as at 31 July 2017 (a variance of £1 as against the draft prepared on 21 August 2017). The revised version did not, however, contain a note 17 (which had set out Dr Rathor’s monthly drawings in the earlier version).

Under cover of an email also dated 22 August 2017 and timed at 13.05 Dr Rathor forwarded to Rishi a draft of the 2017 Natio Accounts. The first page also stated in the top left hand corner: “Draft Financial statements at 22 August 2017 at 09.04.11”. The profit and loss account showed a profit of £129,966 for the financial year. It also showed a profit of £133,287 for the year ended 31 July 2016.

It appears to be common ground that on 2 October 2017 a meeting took place between Dr Rathor, Jaswant and Sareet. Dr Rathor’s evidence was that she confronted Jaswant and Sareet at a meeting called to discuss the “Ealing

Sareet’s evidence was that on 2 October 2017 she discussed the use to which Dr Rathor put her NHS card and on 3 October 2017 she raised an issue which she had raised before with Dr Rathor, namely, the signing of blank prescription forms. Her evidence was that she spoke to Dr Rathor after locating a box of signed blank blue and green prescription forms which Dr

In cross-examination Dr Rathor was taken to Sareet’s photographs. She accepted that blue prescription forms were for controlled drugs and methadone and that green prescription forms could also be used for controlled drugs. But she denied categorically that such a meeting took place on 3 October 2017 or that she had signed the forms.

On 4 October 2017 Dr Rathor suspended Sareet and either suspended or purported to suspend Jaswant. Dr Rathor’s evidence was that on 3 October 2017 she contacted Peninsula, a firm based in Manchester which she had engaged to provided HR support services, and Peninsula advised her to suspend them and to carry out an investigation.

It was also Dr Rathor’s evidence that she asked Ms Grewal to attend the interview with her and arrived early for the meeting with Jaswant and Sareet but discovered a patient waiting in the library whom she found intimidating at such an early time and in a restricted area. This patient was Mr Kewal Sidhu, who gave evidence that he had given Jaswant a lift to work, and that he knew Dr Rathor well. His evidence was that Dr Rathor asked him to go down to the waiting room and that he did so (and then left).

At all events, Dr Rathor did not meet Jaswant and Sareet immediately. Later that morning, she called them in to see her and handed them suspension letters (whilst on the telephone to Ms Yewande Williams of Peninsula). In crossexamination it was put to her that she asked Ms Grewal and a receptionist from another practice, Ms Parveen Mann, to be present to witness the suspension. Dr Rathor did not accept that Ms Mann was present when she handed the suspension letters to Jaswant and Sareet in the library.

In the suspension letter Dr Rathor stated that Sareet had been suspended whilst allegations of “gross mismanagement, bullying behaviour and failure to follow reasonable management” were investigated. In a further letter dated 4 October 2017 Dr Rathor required Sareet to return her mobile phone and laptop. It is common ground that she did not comply with those requests. By letter dated 6 October 2017 Dr Rathor informed Sareet that she would be required to attend an investigation meeting.

By email dated 5 October 2017 and timed at 09.25 Dr Rathor wrote to Mr Nelson asking for a copy of her contracts for both AC and NFP. In a message timed at 09.36 Dr Rathor wrote to Mr Nelson again on the Open Exeter NHS digital portal:

also need access to open exeter as they both have access and have always denied me the access….”

By email also dated 5 October 2017 timed at 12.55 Mr Nelson replied enclosing the relevant contacts and directing her query about Open Exeter to a special help desk. In his covering email he stated: “Here are the contract details you requested. It very much looks like Jaswant Sidhu is a non-clinical partner on both contracts.”

There were nine attachments to the email. It was common ground that Mr Nelson attached at least two versions of the PMS Contract Variation Agreement Form signed by all parties. It is also common ground that he attached the GMS Contract Variation Notice signed by all parties. Finally, it was common ground that he enclosed in full the original contract made between the NHS and Dr Ali in relation to the NFP and between the NHS and Dr Garg for the AC. This is not perhaps surprising given that these were the original contracts which the variation forms were intended to be used to vary.

There was an issue whether Mr Nelson also attached the PMS Contract

I have looked closely at the list of attachments to Mr Nelson’s email and I have reached the conclusion that it is not possible to confirm whether they included that document. But looking at the descriptions of the attachments it seems to me quite likely that they did and, if it is necessary for me to do so, I find in Dr Rathor’s favour that Mr Nelson included the PMS Contract Variation Agreement Form dated 2 December 2013.

By email also dated 5 October 2017 and timed at 13.08 Dr Rathor responded to Mr Nelson’s email. She stated as follows:

have the HR team dealing with the issues but this is another issue to deal. I will appreciate if you can help and support me in this.”

By email also dated 5 October 2017 and timed at 13.54 Mr Nelson replied stating that there was not much more that he could do apart from providing her with the relevant documents confirming the contractual position. He gave some general advice and ended by stating that this was potentially a serious matter and asking whether there was a deed of partnership.

It is of some importance that all of the emails passing between Dr Rathor and Mr Nelson on 5 October 2017 which I have set out above formed part of a single email thread or chain (apart from Dr Rathor’s message timed at 9.36 on the Open Exeter portal). Moreover, Dr Rathor did not challenge the authenticity of this email chain. She did not, however, exhibit this email chain to her witness statement in support of her application for summary judgment and she disclosed it later following an order for specific disclosure.

In cross-examination she was taken to another version of her first email timed at 9.25 am and Mr Nelson’s first reply timed at 12.55 (to which he attached the contracts). She had exhibited this version to her first witness statement and had referred to it in paragraph 187. In this version the salutation and signature block had been removed from the foot of Mr Nelson’s email timed at 12.55 and as a consequence it was possible to get Dr Rathor’s email timed at 9.25 and Mr Nelson’s reply on a single sheet of A4 paper. Dr Rathor had exhibited these two emails but not her email timed at 13.08 (from which I have quoted extensively above).

On 9 October 2017 the password to Jaswant’s NHS email account was reset and she was no longer able to obtain access to her email account or data. On

On 30 October 2017 Sareet’s disciplinary hearing took place. This time it was conducted by Mr Grant Pegg of Peninsula. Either before or at the hearing Sareet raised a number of detailed points about the fairness of the process. In particular, she pointed out that Dr Rathor had cut off her access to her email account so that she could not receive emails for the grievance hearing. She also complained that she could not understand the allegations of misconduct which she had to meet.

I was not taken to the formal decision letter following that hearing but it is common ground that on 28 November 2017 Dr Rathor wrote to Sareet dismissing her for gross misconduct. Following her dismissal Sareet commenced proceedings for unfair dismissal. Whilst the present proceedings progressed, Sareet’s unfair dismissal claim also proceeded to a full hearing before the Employment Tribunal.

On 18 September 2019 the Employment Tribunal handed down a judgment with reasons. They held that Sareet had been unfairly dismissed and that Dr Rathor had made unauthorised deductions of wages of £2,668.34. However, they also found that had a fair procedure been adopted Dr Rathor would have been justified in dismissing Sareet for gross misconduct because she awarded herself pay rises without authorisation. On 14 October 2019 Sareet appealed against the decision (although Dr Rathor has not done so).

By letter dated 13 March 2018 Blake Morgan LLP (“Blake Morgan”), who were then acting as Dr Rathor’s solicitors, wrote to Mr Fonseka asking for his original files in relation to the two practices, Natio and Aqua and stating that they had a number of questions for him. By letter dated 22 March 2018 he replied stating that he had returned all of the relevant files to Dr Rathor.

By letter dated 26 March 2018 Blake Morgan wrote to him again stating that he did not leave any files with Dr Rathor and proposing a telephone interview. By letter dated 28 March 2018 Mr Fonseka repeated that he had returned all of the relevant files and declined a telephone interview.

In his witness statement Mr Fonseka stated that at the end of July 2018

On 3 December 2018 the CQC inspection team carried out a further inspection and on 26 February 2019 they published their report. They described the inspection as “comprehensive” and gave the combined practice an overall rating of “Requires Improvement”. In four out of the five categories of inspection they found that the practice required improvement and in the fifth, namely, leadership they found that that the practice was inadequate.

In their overall summary they found that the practice did not have clear systems and processes to keep patients safe, they found areas of concern related to safeguarding procedures, a lack of safe management of medicines and lack of monitoring to ensure that clinical staff were working within their remit. They also imposed a number of enforcement actions under the HSCA (RA) Regulations 2014.

On 13 December 2017 the Claim Form was issued with the Particulars of Claim. In the Particulars of Claim Jaswant did not allege that she had made a loan to Dr Rathor or rely upon it in support of her claim for relief under the Partnership Act 1890.

On 8 February 2018 Dr Rathor served her Defence and Counterclaim.

On 1 March 2018 Jaswant served her Reply and Defence to

On 7 June 2018 Dr Rathor made her first witness statement in support of applications for summary judgment for a freezing injunction against both Jaswant and Sareet.

On 22 October 2018 Dr Rathor’s applications for summary judgment and freezing injuctions were heard by Mrs Justice Falk who dismissed them both and gave directions for trial.

On 18 January 2019 Dr Rathor served her List of Documents and on 11 March 2019 Jaswant and Sareet served their Lists of Documents.

On 20 June 2019 Dr Rathor served her Re-Amended Defence and Counterclaim and Additional Claim.

On 2 July 2019 Deputy Master Linwood gave further directions (including directions for expert handwriting evidence).

On 19 July 2019 Jaswant served her Amended Reply and Defence to Counterclaim and Sareet served her Amended Defence and

On 19 September 2019 the parties exchanged the witness statements of their other witnesses in accordance with the order made by Deputy Master Linwood. The parties also exchanged further witness statements.

On 8 October 2019 Jaswant served a Request for Further Information on Dr Rathor. Requests 5 to 9 related to the email dated 2 April 2017 (which I have set out in full above) and requests 10 to 16 related to the statement which Dr Rathor had given to the Metropolitan Police. xiv) By letter dated 21 November 2019 Dr Rathor (who was then acting in person) provided Replies to the Request for Further Information.

On 22 November 2019 Deputy Master Linwood made an order by consent requiring Dr Rathor to sign authorities to Blake Morgan (who were no longer acting for her), the Metropolitan Police and a number of banks to enable Jaswant to obtain further disclosure directly from those parties.

On 13 December 2019 I heard the PTR in this action and extended time for compliance with the order made by Deputy Master Linwood on 22 November 2019 requiring Dr Rathor to answer requests 15 and 16 of the Request for Further Information (which related to the statement to the police).

On 16 January 2020 I made an order for disclosure by Jaswant of bank statements and an order that each party should provide copies to each other of the documents from the “Anexsys Disclosure” (which I explain below).

On 26 January 2020 Gurdarshin made a second witness statement (following a short statement on 14 January 2020 for the disclosure applications) and on 28 January 2020 Jaswant made a third witness statement to deal with the additional disclosure which had taken place since exchange of witness statements. xix) On 28 February 2020 Dr Rathor made a tenth witness statement to deal with her email to Yasin dated 2 April 2017.

It was also Jaswant’s case that she and Dr Rathor agreed to enter into partnership together and in support of her case she relied on the Partnership Forms. She also relied upon the 2016 CQC Report. In paragraph 8(a) of the Amended Reply and Defence to Counterclaim her case was pleaded as follows:

In paragraph 8(b) she also pleaded that pursuant to this agreement, Jaswant and Dr Rathor signed the 2015 Partnership Detail Form. In paragraph 56(d) she also pleaded that the cash withdrawals of £2,900 would be converted into drawings once the loan was repaid:

Dr Rathor denies that she orally agreed to enter into a partnership and asserts that at all times Jaswant was an employee. She also denies that the Partnership Forms have any probative value. In her written evidence she initially stated that she could not recall seeing the originals and did not sign them. Dr Rathor later qualified this position and accepted that it might be possible that she

Despite the nature of her case Dr Rathor did not raise or advance a defence of non est factum, mistake or misrepresentation to Jaswant’s claim. However, Mr Jory did not suggest that I should approach the question whether there was a contract for a partnership on an objective basis and by reference only to the construction of the Partnership Forms. Nor did he argue that evidence of the subjective intention of the parties was inadmissible. Given that the partnership issue was so closely related to the loan issue, it would probably have been artificial for me to try and do so. I therefore approached the partnership issue by reference to the subjective intentions of the parties.

Dr Rathor’s primary case was that she had never authorised any pay increases and that Jaswant and Sareet are liable to repay all those sums which they received in excess of the salaries set out in their original written terms and conditions of employment.

Jaswant’s defence to this claim is that she was paid £34 per hour by Dr Ali and Dr Rathor and that Dr Rathor was fully aware of this when she became the sole proprietor of the practices on 1 September 2014. It is also her case that in December 2016 Dr Rathor agreed to give her a pay rise to £40 per hour.

Sareet’s case was that on 1 September 2014 she was paid £22 per hour and that Dr Rathor and Jaswant agreed to all of the increases in salary which she received through the payroll.

Dr Rathor’s alternative case was that from 1 September 2014 onwards Jaswant and Sareet made payments to themselves and took sums from the Natio Account over and above their salaries without her authority. She broke her case down into six categories of payment:

Additional Payments (Jaswant): Dr Rathor claimed that Jaswant

Additional Payments (Sareet): Dr Rathor also claimed that Jaswant made six payments totalling £5,309.60 to Sareet over the same period and using the same device. She originally claimed for a further payment of £4,000 but this claim was withdrawn.

Short term salary increases: Dr Rathor also claimed that between May 2017 and September 2017 Jaswant and Sareet paid themselves an additional £2,000 each per month through the payroll without her authority. She claimed these sums together with NICs which resulted in a total sum of £22,754.40.

Long term salary increases (Jaswant): Dr Rathor also claimed that the salaries shown in the payroll records as paid to Jaswant and Sareet fluctuated considerably between 2014 and 2017 and these changes in salary were never agreed or authorised by her: see Schedule C.

Long term salary increases (Sareet): Dr Rathor made a similar claim against Sareet. In September 2014 Sareet’s salary was £3,823.60. For one month in January 2015 and then permanently in March 2015 her salary increased to £4,692.60. In March 2016 it increased to £4,722.49, in August 2016 to £5,214.00 and in November 2016 to £5,909.20. In

Pension contributions: Dr Rathor also claims the pension contributions which she was required to make to the NHS pension scheme for those salary increases made through the payroll.

In summary, Dr Rathor claims that Jaswant’s gross pay and NICs were overpaid or overstated by £68,001.89 and Sareet’s gross pay and NICs were overpaid or overstated by £20,686.80. No figure was pleaded for the overpaid pension contributions although I imagine that this figure ought to be capable of agreement or ascertainment fairly easily.

Jaswant and Sareet admit that all of the payments set out in Schedules B and C were made. However, they deny that any of the payments were unauthorised. In particular:

Additional Payments (Jaswant): Jaswant’s case is that she was already being paid £34 per hour for a 40 hour week by September 2014 when Dr Rathor became the sole owner of both practices but that in December 2014 she agreed with Dr Rathor that she would her pay for 30 hours a week on a PAYE basis and her pay for 10 hours a week on a self-employed basis. This together with the pay rise in December 2016 explains the fluctuations in Schedule B.

Additional Payments (Sareet): Sareet’s case is that Dr Rathor authorised four payments to her totalling £2,100 as extra salary for dealing with Allenby Clinic matters. Sareet admits that she made the final payment of £3,209.20 by mistake and accepts that she must give credit for this sum against her own counterclaim for unpaid salary. iii) Short term salary increases: It is the case of both Jaswant and Sareet that the additional payments of £2,000 per month were a £10,000 bonus which Dr Rathor agreed to pay to her as a reward for the substantial QOF and LIS payments received by the practices in April 2017.

Long term salary increases (Jaswant): It is Jaswant’s case that Dr

Long term salary increases (Sareet): It is also Sareet’s case that Dr Rathor agreed and authorised each individual pay increase described above.

Pension contributions: It is both Jaswant’s case and Sareet’s case that because their salary increases were agreed by Dr Rathor she was legally obliged to pay their increased pension contributions into the NHS pension scheme.

Dr Rathor also claimed that Jaswant routinely withdrew £2,400 and £500 in cash each month without her authority from the Natio Account using the practices’ bank card: see Schedule D. Dr Rathor claims that Jaswant is liable to repay her £117,280 (after giving credit for a sum of £1,500 which she accepted that she had received in cash from Jaswant).

Jaswant admitted that she withdrew £2,900 per month from the Natio Account until 22 September 2017. It was her case that Dr Rathor agreed that she could withdraw this sum as payment towards the capital and interest on the loan. It is also her case that in June 2015 Dr Rathor agreed with her that she would continue to withdraw these sums as partnership drawings once the loan had been repaid.

Dr Rathor also alleged that Jaswant drew a series of cheques on the Natio Account to herself, Sareet and Gurdarshin: see Schedule E. She claimed £94,218.50 (comprising £88,318.50 for cheques to Jaswant herself and Gurdarshin) and £5,900 (for cheques to Sareet).

Again, Jaswant admitted that she drew the cheques in Schedule E in favour of herself, her husband and Sareet. It was her case that she was authorised by Dr

Finally, Dr Rathor claimed that Jaswant made a number of unauthorised purchases using the Natio bank card:

Clinica: On 13 October 2016 Jaswant ordered Clinica products for £1,135 and on 22 November 2016 she ordered Clinica products for £1,060.

Vitabiotics: On or about 8 June 2017 Jaswant or Sareet ordered

Sun creams: On or about 18 July 2017 Jaswant or Sareet ordered sun cream products from Boots for £123.70 and they were also delivered to Sareet’s home address.

Vitality Health: Jaswant arranged a private health insurance policy for herself and Sareet at a total cost of £2,747 for 2016 and £1,545.04 for 2017 (until its cancellation).

Again, Jaswant admitted that she ordered and paid for the products set out in i) to iii) (above) using the Natio bank card. It is her case that these products were ordered at Dr Rathor’s request and were either for her or for both of them. It is also her case that the Vitabiotics and sun creams were delivered to Sareet’s home address because items had gone missing from the surgery. Finally, it was Jaswant’s case that Dr Rathor agreed to provide her and Sareet with private medical cover and signed various forms and consulted with Vitality Healthcare over treatment.

Sareet also counterclaimed against Dr Rathor for unpaid salary of £1,996 for the period between 4 October 2017 and her dismissal on 4 December 2017, £9,627.60 for salary in lieu of the three months’ notice to which she was entitled, £180 for the unlawful cancellation of her mobile phone and £650 for the unlawful cancellation of her healthcare policy: see her Amended Defence and Counterclaim.

In closing submissions, however, she made no claim for the underpaid salary (which had been awarded by the Employment Tribunal) and limited her claim for salary in lieu of notice to six weeks: £4,813.80. She did not pursue the claims in relation to the mobile phone and health insurance.

It was common ground that the existence of the loan was the central issue in the case. In his Skeleton Argument for trial Mr Jory described it in this way and in their written closing submissions Mr Hood and Mr Saunders submitted that, if anything, he had understated the significance of this issue. They put it this way:

I therefore approached the evidence on this first issue on the basis that it was central to the case, that there was no middle ground and that the conclusion which I reached on this issue could have probative value on other issues. I also considered what weight (if any) I should attach to the partnership documents which Dr Rathor now accepts that she signed in deciding whether the loan was made.

In my judgment the appropriate course was to assess the evidence on the loan issue and the partnership issue separately and independently. But if I was left

Jaswant’s pleaded case was that during the course of 2014 she lent £60,000 to Dr Rathor and Dr Rathor agreed that £2,900 per month would be withdrawn by her as payment towards the capital sum and interest: see the Defence to Counterclaim, paragraphs 56(a) and (b).

Her written evidence was that Dr Ali told her that Dr Rathor had agreed to pay Dr Ali £125,000 for the goodwill of the Northolt Family Practice at £20,000 per month and £5,000 in the last month. She also said that during September 2013 Dr Rathor told her that she was behind on the payments to Dr Ali (who insisted on cash) and agreed to lend Dr Rathor £60,000 in return for Dr Rathor agreeing to make her a partner within a year of taking over the practice.

Jaswant also stated that in September 2013 she began to take sums in cash out of her bank accounts, in November 2013 Dr Rathor told her that Dr Ali had agreed to accept a lump sum of £60,000 and on 31 January 2014 she took out the final sums of cash and handed over the entire sum to Dr Rathor who agreed to start repaying the loan within three months. In paragraph 36 of her first witness statement she gave details of the dates and amounts which she withdrew to make the loan and the relevant accounts (the “Paragraph 36 Withdrawals”).

In the same run of questions Jaswant narrowed down the time at which she had the conversation about the repayment of the loan with Dr Rathor to the summer of 2016:

Jaswant was also asked about the payments of £500. She said that she withdrew £500 in cash per month for petty cash and whatever balance was unused she put towards the repayment of the loan. She was then asked about record keeping and gave evidence that she had a book in which she kept paper records of all expenditure and loan repayments:

In cross-examination Jaswant also stated that she and Dr Rathor agreed in principle that interest would be payable and that they would agree a rate in the future but never got round to reaching agreement. She said that she never followed it up because she had such a good working relationship with Dr Rathor.

Finally, Jaswant accepted that she had not described the loan repayments correctly in the 2017 Payments Schedule which she had sent to AMS. She did not accept that she had behaved dishonestly although she did accept that she was stupid and gullible:

In support of her case that she withdrew £60,000 in cash Jaswant relied upon four individual bank statements: two for NatWest account no. 32055757, one for Halifax account no. 01778777 and one for Santander account no. 08472284. The first two accounts were in the joint names of both Jaswant and Gurdardshin and the third account was in Gurdarshin’s sole name. These bank statements provided clear evidence that the Paragraph 36 Withdrawals had been made. But they provided no evidence about what Jaswant or Gurdarshin did with the cash once withdrawn.

The bank statements were also incomplete. The two pages for the NatWest account were pages 1 and 2 of 6, the one page for the Halifax account was page 2 of 6 and the one page for the Santander account was page 2 of 6. Furthermore, they provided no real clue as to how Jaswant or her solicitors had been able to identify relevant payments or what other contemporaneous records of the loan might have existed.

In cross-examination Jaswant’s evidence was that Gurdarshin made a list of payments which were made to Dr Rathor and that he might still retain it. She also gave evidence that she or her husband had only asked for bank statements for the three accounts and that it was he who went to the bank to obtain the statements. I deal with his evidence on this point below.

30/9/13 (£15,000): The statement for NatWest account no. 32055757 showed that £15,000 was withdrawn on 30 September 2013. This corresponded to a payment on the Mum’s Loan Schedule and also to a sum in the table at paragraph 59 of Sareet’s witness statement in the divorce proceedings. It was put to Jaswant that she lent this sum to Sareet and her husband rather than Dr Rathor. It was suggested that she had put forward a false picture because she did not think that Dr

30/9/13 (£3,000): The statement for Santander account no. 08472284 in the name of Gurdarshin showed that £3,000 was also withdrawn in cash on 30 September 2013. This did not correspond to a payment on the Mum’s Loan Schedule but it was suggested to Jaswant that this withdrawal had been included in a larger sum of £20,000 which Mr Singh was demanding to start work or paid into their NatWest account no. 04804686 seven days later. Jaswant denied both suggestions.

18/10/13 (£2,000): The statement for Santander account no. 08472284 also recorded that £2,000 was withdrawn in cash on 18 October 2013.

18/10/13 (£2,500): The statement for Halifax account no. 01778777 in the name of both Jaswant and Gurdarshin showed that £2,500 was also withdrawn on 18 October 2013. This did not correspond to a payment on the Mum’s Loan Schedule and it was suggested to Jaswant that this sum formed part of a larger deposit of £3,000 into NatWest joint account no. 04804686. It was also suggested that this brought the total up to £13,477.62 and enabled Gurdarshin and Jaswant to advance £9,000 to Sareet on the same day.

18/10/13 (£2,000): The statement for NatWest account no. 32055757 also showed that a second tranche of £2,000 was withdrawn on 18 October 2013. This did not correspond to a payment on the Mum’s

21/10/13 (£2,500): The statement for Halifax account no. 01778777 also showed that £2,500 was also withdrawn on 21 October 2013. This did not correspond to a payment on the Mum’s Loan Schedule either and it was suggested that £1,500 of this sum was paid back into NatWest account no. 79245188. Jaswant did not accept this and gave evidence that this was a rental account. In re-examination she was taken back to the bank statement and confirmed that it recorded three monthly payments of £1,500 received on the 20^th day of each month and that these were rent receipts.

26/11/13 (£2,500): The statement for Halifax account no. 01778777 also showed that £2,500 was withdrawn on 26 November 2013. This did not correspond to a payment on the Mum’s Loan Schedule either and it was suggested that this sum formed part of a sum of £5,000 which was paid into NatWest account no. 04804686 on the next day and put to Jaswant that this was just a movement between accounts.

2/12/13 (£2,500): The statement for Halifax account no. 01778777 also showed that £2,500 was withdrawn on 2 December 2013. This did not correspond to a payment on the Mum’s Loan Schedule either and it was suggested that this sum formed part of a sum of £4,000 which was deposited into NatWest account no. 04804686 on the same day. Jaswant could not recall the deposit of £4,000.

12/12/13 (£2,500): The statement for Halifax account no. 01778777 also showed that £2,500 was withdrawn on 12 December 2013. This did not correspond to a payment on the Mum’s Loan Schedule either and it was suggested that this sum was deposited into NatWest account no. 04804686 on the same day. Jaswant denied this and asserted again that this formed part of the loan to Dr Rathor.

17/12/13 (£2,500): The statement for Halifax account no. 01778777 also showed that £2,500 was withdrawn on 17 December 2013. This did not correspond to a payment on the Mum’s Loan Schedule either and it was suggested that this sum formed part of a sum of £4,154.53 which was deposited into NatWest account no. 04804686 on the following day. Jaswant’s response was: “No, Sir, not at all.”

19/12/13 (£2,500): The statement for Halifax account no. 01778777 also showed that £2,500 was withdrawn two days later on 19

31/10/14 (£10,000): The statement for NatWest account no. 32055757 showed that two sums of £10,000 each withdrawn on 31 January 2013.

In her first witness statement Sareet gave evidence that at the end of November 2013 Dr Rathor gave her a large sum in cash for Dr Ali. She also gave evidence that she spoke to Jaswant later that day who told her that Dr Rathor had agreed to pay Dr Ali £125,000 for the Northolt Family Practice and that she had asked Jaswant for a loan. In cross-examination her evidence was as follows:

Sareet said that Dr Rathor gave her a supermarket carrier bag and she looked in and saw the cash in about five bundles and that she then took it to Dr Ali. It was put to her that this was pure fabrication and that she did not have the conversation with Dr Rathor and did not deliver the cash to Dr Ali at all.

In her first witness statement Sareet also gave evidence that she was aware that Jaswant would go to the bank and withdraw sums with the knowledge and agreement of Dr Rathor to repay the loan. In cross-examination she dealt with this issue as follows:

My mum, when she was going to the bank, she also asked if she could take cash out for her.

Sareet also gave evidence that Dr Rathor knew that Jaswant was taking out sums of £500 for petty cash and that she was using this sum for the purpose of the Northolt Family Practice:

Because from 2014, September, when Dr Rathor was going [inaudible], up until it was used. For example, this money was used for petty cash. We had to clean the practice. She would very much find use for three to five hundred pounds a month to pay for these hours that she did, so that duration, up until the summer of 2015, most of our payment would go towards the cleaning. She would want her wages weekly, because she would have come in every day at the end of the day when the practice was closed to do the cleaning, because we were an independent property.

Finally, in her third witness statement which she signed on 28 January 2020 (and shortly before she gave evidence) Sareet dealt with the preparation of the Mum’s Loan Schedule as follows:

I produced the Mum’s loan schedule. My parents were very upset with my decision to get divorced and I had very little help from them because they saw it as a big shame that their daughter was going to be divorced. I cannot overstate what a big shame that is and they tried to persuade me to stay married to my now ex husband.

It is also the case that my mother was diagnosed with possible cancer of the uterus during the period that I was trying to finalise the statement. She was not able to help me, and I took the figures that I believe they gave me in [sic] to pay my builders as best as I could looking at the bank statements.

I had a great deal of difficulty actually working out what was paid to the builders because there were three different builders, two which left the job incomplete.”

This evidence was not challenged and Sareet was not cross-examined about either the Mum’s Loan Schedule or her witness statement in the divorce proceedings. In particular, she was not asked about the payment of £15,000 on 30 September 2013, either payment of £2,000 on 18 October 2013 or either payment of £10,000 on 31 January 2014.

Gurdarshin could not give direct evidence that Jaswant had made a loan of £60,000 to Dr Rathor. But he gave evidence that she had told him about the loan and that it had been repaid:

Gurdarshin did not produce the list of withdrawals to which Jaswant had referred in her cross-examination although he would have had time to do so before he was called to give evidence. He also gave the following evidence about the bank statements:

In his witness statement Mr Fonseka stated that he was present when Dr Rathor agreed to make the payment of £125,000 to Dr Ali. He also stated that he learnt from Jaswant that Dr Rathor had told her that she did not have the money to pay Dr Ali and that Jaswant had lent her £60,000. Finally, he also said that he found out about the transaction in early 2014 and that Dr Rathor and Jaswant both told him independently about the loan of £60,000.

In his reply submissions in closing Mr Jory submitted that Mr Fonseka’s evidence about being present when the agreement was made was not challenged. I do not accept this. I am satisfied that Mr Hood challenged Mr Fonseka’s evidence about the loan:

In his witness statement dated 21 September 2018 Mr Fonseka gave the following evidence about the preparation of the 2015 Payments Schedule and his meeting with Dr Rathor:

I then met Dr Rathor in order to go through the draft accounts and the documents. As I have explained above, this is my practice when completing company accounts. I specifically drew her attention to the amounts that were being drawn out in cash which I had provisionally allocated to her (under the heading Dr Rathor). She told me that the £2,400 and £500 per month that were being drawn out in cash were repayments of the loan that was due to Jaswant Sidhu and sometimes the £500 was repayment of petty cash.

I remember that she asked me whether or not there was a way that she could save money on the loan. As the loan was not made to the company but not made to her personally, I said that there was nothing could be done to mitigate the taxes that she had to pay and that these sums needed to be treated as dividends paid to her. Then she could whatever she wanted with the money.”

In cross-examination Mr Fonseka accepted that he would have produced a second version of the 2015 Payments Schedule after the meeting which he described as “almost an exact, this is an exact copy if this”. He confirmed that the meeting with Dr Rathor took place in March 2016 and then gave the following evidence about it (and I should say that I have corrected the figure “£502,400” (below) in the transcript to £2,400 on the basis that it is a typographical error):

In paragraph 105 of her first witness statement Dr Rathor denied that she had ever borrowed money from Jaswant and described this as an “astonishing claim” and “baseless”. Her oral evidence was the same. At an early stage of her cross-examination she said this:

Do you admit, Doctor, that you agreed to make Jaswant a partner in the future when she agreed to make you the loan of £60,000? A. I deny.”

Towards the end of her cross-examination it was suggested to her that Jaswant was the only person from whom she could borrow £60,000 to purchase the goodwill of the Northolt Family Practice:

You see, Doctor, what I am going to put to you ---Mmm. Q. --- is that if you had wanted to borrow £60,000 in September 2013, you would not have found it at all easy, because you would not be able to get a loan from any bank given your financial situation, including the charging orders? A. Sir, it is - I deny it. First of all, there was no need for me to take £60,000 loan from a bank. And I never, I never took any money as a loan from Jaswant…….

In paragraph 33 of her first witness statement Dr Rathor dealt with the meeting with Mr Fonseka in March 2016. She said that she had become dissatisfied with his advice because of the criminal charges against him and continued as follows:

In cross-examination Dr Rathor suggested that Jaswant and Mr Fonseka had colluded to defraud her (a point to which I will return). When she was taken to the 2015 Payments Schedule, Dr Rathor denied that Mr Fonseka had ever showed it to her at all. She was then asked about her account of the meeting with Mr Fonseka her evidence was as follows:

Dr Rathor disclosed the email to Yasin dated 2 April 2017 in response to an application for specific disclosure and in a witness statement dated 25 September 2019 she explained how it had come to light in the following way:

After disclosure, the following sentence in the email was the subject matter of a Request For Further Information settled by Mr Jory and dated 8 October 2019: “Only thing she done for me help with ?35k to pay Ali which as far as I know she has taken back.” By letter dated 21 November 2019 Dr Rathor answered the request and for ease of reference I set out the relevant requests below together with the responses given by Dr Rathor in bold type:

Yes Claimant

Whether “Ali” refers to Dr Ali and, if not, who Dr Rathor was referring to as “Ali”.

Yes Dr Ali

On what date or dates Dr Rathor contends that “she done for me help with ?35k”, and all facts and matters which Dr Rathor will rely on at trial as to the basis and/or terms of agreement in relation to such “help”

On 28 February 2020 and shortly before she gave evidence, Dr Rathor made her tenth witness statement in which she gave a more comprehensive explanation for the statement in her email about the help which Jaswant had given her. She stated that the email had been written in a hurry and a state of considerable anxiety and confusion. She referred to a complaint by Dr Ali and his solicitors about unpaid rent and unpaid locum fees. In paragraphs 13 and 14 she gave the following explanation for the statement in her email:

It was suggested to Dr Rathor that she put the question mark in front of the figure “35” because she was uncertain about the precise figure not because she was uncertain whether Jaswant had provided the promised help at all. She was then taken to the AMS report in which AMS had stated that she “has never advised us that she had taken a loan from Jaswant Sidhu.” Her response was as follows:

Mr Jory then put to Dr Rathor the following explanation for the figure of £35,000 and for the question mark (?) before it: “Q. No, Doctor. “Only thing she done for me, help with? 35,000.” The 35,000 that you are talking about here is that, from the original 60,000 that you had loaned, part that you had borrowed, part of it had been paid in the previous year, which were the Fonseka accounts, and the payments had started in October, the regular payments. So that was into the year, so you would have paid about £2,900 a month from October to July in the first year. And then in the second year that they were concerned with, you would have paid from August through to July, so it would have been a long period, and hence, of the £60,000 there was just over half that remained to be paid in the second year because just under half had been paid in the first year. That is what you are referring, is it not?

Even though Dr Rathor was not prepared to accept that this was what she had intended to say, Mr Jory suggested to her that this is how she would have been understood by Yasin:

At the end of her cross-examination Dr Rathor was asked about the email again and. in particular, about her evidence that the rent which she paid to Dr

An email dated 26 September 2018 from Ms Donovan to Mr Stephen

Mr Nelson’s email dated 1 July 2015 to Dr Rathor in which he stated that the monthly rent was “approx. £3.4k” and her reply dated 2 July 2015 in which she did not take issue with this statement.

Mr Fonseka’s letter dated 26 June 2015 to Dr Ali’s solicitors in which he stated that the rent paid by Dr Rathor was £3,425 and his email to Dr Rathor dated 2 July 2015 enclosing the letter.

When she was taken to these documents Dr Rathor continued to maintain that the rent which she paid to Dr Ali was £5,000 per month. It was then put to her that she had recently fabricated the claim that the rent was £5,000 to provide an explanation for her email to Yasin:

Dr Rathor did not deal with Yasin’s emails attaching the draft 2016 Accounts and the 2016 Drawings Schedule in any of her witness statements. In crossexamination she accepted that she was told about the payments of £2,400 and £500 in April 2017:

And then, we see from the upper email - apologies, is his included the attachment this time. Now, you plainly received this, not once but twice. You got two emails, because it went to two email addresses. Can you explain, why nowhere in your evidence have you mentioned that email being sent to you, attaching the drawing schedule?

This evidence was consistent with Jaswant’s evidence that a conference call discussion with Yasin had taken place on 26 April 2017 (which was also the date on which the 2016 Accounts were signed). When she was asked why she took no action against Jaswant between April 2017 and September 2017, Dr Rathor gave the following answer (and I have corrected the transcript by substituting “A” for “Q” which was obviously another typographical error):

A little later Dr Rathor retreated from her evidence that she had seen the 2016 Drawings Schedule. She was taken to her email dated 14 June 2017 to Rishi forwarding the schedule on. It was put to her that she must have known what information the schedule contained and in answer she said:

Is that really your evidence to the court, that you did not know what your income was for the purposes of applying for a mortgage, and you just did not even have the slightest interest in seeing it – you just flipped it on to the mortgage broker?

In a text dated 12 May 2017 Dr Rathor asked Jaswant: “You know we saved 80. I need 130 for deposit and 40 for stamp duty. I am trying some from someone else if I can.” In cross-examination it was put to Jaswant that Dr Rathor was not asking her to make a loan of £90,000 but was asking her if she knew anyone who might be able to assist. In particular, it was put to her that she had told Dr Rathor that her daughter in law, Nicola, worked for a mortgage broker.

In paragraph 51 of her third witness statement Dr Rathor gave evidence that in this text she was not asking Jaswant for a loan. In cross-examination she explained this text in the following way:

When she was cross-examined about the 2017 Payments Schedule Dr Rathor accepted that Jaswant informed AMS that the disputed payments of £2,400 and £500 related to a loan. But she did not accept that Jaswant discussed the information in the schedule with her:

Absolutely untrue.

It was also put to Dr Rathor that if AMS had been in any doubt about the purpose of the entries in the 2017 Payments Schedule, they would have asked for an explanation before completing the 2017 Accounts either from her or from Jaswant. Finally, it was suggested to Dr Rathor that AMS did not ask for an explanation but relied on the 2017 Payments Schedule in completing the 2017 Accounts. Dr Rathor did not accept any of these propositions:

Again, that is something you need to ask when Mr Sidat comes but, of course, if the drawings were not specified then it will go towards mine, but that doesn’t happen wrongly.

On 22 August 2017 Dr Rathor sent the draft 2017 Sole Trader Accounts for the financial year ended 31 July 2017 to Rishi. Note 17 stated that her total monthly drawings for the year were £291,815. In cross-examination she accepted that her drawings included a sum of £80,000 paid as a dividend to Ranwant. It was also put to her that she had inflated the drawings in the draft which she sent to Rishi to obtain a mortgage (£291,815) and reduced the drawings shown in the draft upon which her income tax was based and which she had exhibited to her original Defence, Counterclaim and Additional Claim (£63,097).

It was also put to Dr Rathor that AMS must have produced a schedule of drawings for the 2017 Accounts in the same way as they had done for the 2016 Accounts:

Finally, Mr Jory put to Dr Rathor a schedule of the cash withdrawals which she (as opposed to Jaswant) had made from the Aqua account, the bank account for the Allenby Clinic and her personal bank accounts for the period from 1 September 2013 to 22 September 2014. This schedule was also annexed to his closing submissions as Schedule 12. It showed that Dr Rathor had withdrawn £49,830 in cash during that period. She was taken to a number of large withdrawals from the Allenby and Aqua accounts including the following:

When she was asked to explain why she had made each of these cash withdrawals, Dr Rathor said that she could not remember. It was also suggested to her that she fully understood the importance of these withdrawals:

In order to do justice to the detailed argument which the parties advanced on this key issue, it is important that I summarise their principal submissions. Mr Jory and Ms Tromans placed particular emphasis on the withdrawals of £2,400 and £500 made from the Natio Account. They submitted that if Dr Rathor knew about those withdrawals then the obvious conclusion to draw was that she authorised them to repay the loan. They submitted this (in paragraph 60 of their closing submissions):

Mr Hood and Mr Saunders accepted that there was a close link between the loan and the cash withdrawals: see paragraphs 29 and 30 of their closing submissions. They made a number of submissions about the probability of such a loan being agreed or made:

No reference was made to the loan in the Letter of Claim or the Particulars of Claim and it was not raised by Jaswant until she served her Defence and Counterclaim dated 1 March 2018. Even then she did not plead that Jaswant made the loan to Dr Rathor as part of an agreement for partnership.

It was inherently improbable that Dr Rathor would have agreed to enter into an illegal transaction to purchase the goodwill of Dr Ali’s partnership and expose herself to the risk of striking off or a criminal prosecution. It was equally improbable that she would agree to share 50% of the profits from both practices in return for a loan to purchase the NFP with a non-clinical partner who would not be generating additional revenue.

It was also improbable that Jaswant would agree to lend Dr Rathor £60,000 when she was committed to lending money to Sareet, her own living conditions were cramped, it would have a material impact on her and her husband’s retirement plans and there was not a lot of spare cash around.

It was also improbable that Dr Rathor would have agreed to the loan without insisting that the parties entering into a partnership agreement and Jaswant would lend such a large sum to Dr Rathor without keeping a record of the loan either in a formal document or in emails or text messages.

It was improbable and absurd that Jaswant would accumulate £60,000 in cash over a period of four months by making thirteen cash withdrawals.

Mr Hood and Mr Saunders placed significant weight on the Sidhu family’s financial circumstances at the time of the loan and, in particular, the evidence which they gave in Sareet’s divorce proceedings. They also relied upon the

I find that Jaswant and Gurdarshin withdrew £59,500 in cash between 30 September 2013 and 31 January 2014. The bank statements which Jaswant exhibited to her first witness statement clearly established that £59,500 was withdrawn from the three accounts in their names and Dr Rathor did not really dispute the fact that Jaswant or Jaswant and Gurdurshin withdrew these sums in cash.

I am not satisfied, however, on a balance of probabilities that Jaswant lent any of the Paragraph 36 Withdrawals to Sareet or simply moved them between accounts. I say this for the following reasons:

30/9/13 (£15,000): I accept that this withdrawal was included in the Mum’s Loan Schedule and that Sareet included it in the table at paragraph 59 of her witness statement in the divorce proceedings. However, only two of the Paragraph 36 Withdrawals were recorded on the Mum’s Loan Schedule and I accept Jaswant’s evidence that the inclusion of this withdrawal in both the schedule and the statement was a mistake and that she did not lend this sum to Sareet. Sareet produced both the Mum’s Loan Schedule and the table in her witness statement. The unchallenged evidence which Sareet gave in her third witness statement (which I also accept) was that Jaswant did not help her to work out what sums she had received from her parents for the reasons which she gave.

30/9/13 (£3,000): This withdrawal was not included in the Mum’s

18/10/13 (£2,000): Although Mr Jory was prepared to accept that it did, this withdrawal did not appear to me to correspond to a payment in either the Mum’s Loan Schedule or in Sareet’s statement. But in any event I accept Jaswant’s evidence that it was a different payment from a different bank account. Moreover, it was not suggested to Jaswant that this sum was paid into another account.

18/10/13 (£2,500): This withdrawal did not correspond to a payment in either the Mum’s Loan Schedule or in Sareet’s statement and I accept

18/10/13 (£2,000): This withdrawal did not correspond to a payment on the Mum’s Loan Schedule. Sareet referred to a payment of £2,000 in the table at paragraph 59 of her witness statement in the divorce proceedings which was said to have been paid out of “Natwest savings”. It is possible, therefore, that this was a reference to a payment out of NatWest account no. 32055757 rather than NatWest account no.

21/10/13 (£2,500): This withdrawal did not correspond to a payment in either the Mum’s Loan Schedule or Sareet’s witness statement in the divorce proceedings and I accept Jaswant’s evidence that £1,500 of it was not paid back into NatWest account no. 79245188. In particular, I accept her evidence that this account was a rental account and that the credit for £1,500 related to a rent receipt. The bank statements for NatWest account no. 79245188 showed monthly deposits for that some on the 20^th day of each month.

26/11/13 (£2,500): Again, this withdrawal did not correspond to a payment in either the Mum’s Loan Schedule or Sareet’s witness statement and I accept Jaswant’s evidence that it did not form part of a larger deposit of £5,000 into NatWest account no. 04804686 and was not a movement between accounts.

2/12/13 (£2,500): Again, this withdrawal did not correspond to a payment on the Mum’s Loan Schedule payment in either the Mum’s

12/12/13 (£2,500): This withdrawal did not correspond to a payment in either the Mum’s Loan Schedule or Sareet’s witness statement and I accept Jaswant’s evidence that this sum was not deposited into NatWest account no. 04804686 on the same day.

17/12/13 (£2,500): This withdrawal did not correspond to a payment in either the Mum’s Loan Schedule or Sareet’s witness statement and I accept Jaswant’s evidence that this sum did not form part of a larger deposit of £4,154.53 into NatWest account no. 04804686 on the same day.

19/12/13 (£2,500): This withdrawal did not correspond to a payment in either the Mum’s Loan Schedule or Sareet’s witness statement and I accept Jaswant’s evidence that £1,500 of it was not paid back into NatWest account no. 79245188 on the following day.

31/1/2014 (£10,000): The Mum’s Loan Schedule recorded one withdrawal of £10,000 from NatWest account no. 32055757 on 31 January 2014 but I accept Jaswant’s evidence that she and Gurdarshin did not pay £10,000 or £20,000 to Sareet on that day for a number of reasons. First, Sareet did not mention either withdrawal in the table in paragraph 59 of her witness statement and it was not put to her that she had received either of these sums from her parents. Secondly, Jaswant did not mention either payment in her witness statement in the divorce proceedings either although she mentioned three other payments of £10,000 on 13 June 2013, 14 February 2014 and 17 February 2014. Thirdly, the second and third of those payments to Sareet appear on the same bank statement as the two Paragraph 36 Withdrawals. Fourthly, it would have been in Sareet’s interests for Jaswant and her to mention both sums their witness statements in the divorce proceedings if they had been withdrawn and lent to Sareet. But they did not.

31/1/2014 (£10,000): Only one withdrawal of £10,000 was mentioned in the Mum’s Loan Schedule and I accept Jaswant’s evidence that this

Jaswant’s first witness statement was made in answer to Dr Rathor’s application for summary judgment and she had no obligation to give standard disclosure at that stage. I cannot draw the inference, therefore, that the failure to obtain and disclose a complete set of bank statements at that stage amounted to “a cynical and calculated lie and an attempt to mislead the Court on the single most important factual issue in the case” (as Mr Hood submitted).

In her third witness statement dated 28 January 2020 Jaswant set out the detailed exercise which she had undertaken to obtain further evidence from the NatWest. This evidence was not challenged and although this exercise was undertaken very late, I accept Mr Jory’s submission that this was not the behaviour of a party seeking to mislead the Court. It would have been better for Jaswant or her solicitors to ask Gurdarshin to assist them by producing any statements or documents which he had in his possession. But I accept that the failure by Jaswant to do so was not in breach of any rule or order (and it was not suggested otherwise).

But in any event Dr Rathor and her legal team were able to retrieve a substantial number of bank statements from Jaswant’s personal computer before the hearing on 20 December 2019 (as Mr Hood confirmed on the first day of the trial). The Metropolitan Police also provided copies of the bank statements which they had kept to both

However, none of these statements undermined Jaswant’s case. Indeed, they tended to support it. For example, Jaswant was able to obtain bank statements for NatWest account no. 79245188 for the period 1 October 2013 to 18 June 2018 and these confirmed that Jaswant and Gurdarshin made two transfers of £4,000 shown on the Mum’s Loan Schedule to Sareet on 27 November 2013 and 2 December 2013.

I also find that Dr Rathor acknowledged that Jaswant had made a loan to her in her email to Yasin dated 2 April 2017 in the sentence: “Only thing she done for me help with ?35k to pay Ali which as far as I know she has taken back.” I accept that this sentence does not refer in terms to a loan and (leaving aside the question mark which precedes it) that the sum stated is £35,000 rather than £60,000. Nevertheless, it provides clear evidence that Jaswant had given financial support to Dr Rathor.

But in any event I also accept the explanation for the figure which Mr Jory put to Dr Rathor, namely, that it referred to twelve cash withdrawals of £2,900 during the year ended 31 July 2016 and that was the accounting year for which AMS were then drawing up the accounts. I make this finding and accept this explanation for the following reasons:

Dr Rathor did not exhibit this email on her application for summary judgment or provide it to Jaswant on standard disclosure (despite its obvious relevance). When she finally disclosed it, Mr Jory and those instructing him saw its relevance immediately and made a Request for Further Information asking what help Jaswant had provided and when.

Dr Rathor’s explanation for the email in that witness statement was that the rent payable to Dr Ali was £5,000 per month, that Jaswant had offered to pay off the arrears of £35,000 and that when she sent the email to Yasin on 2 April 2017 she assumed that Jaswant had done so. However, that explanation was inconsistent with the statement in AMS’s report that Dr Rathor had never advised them that she had taken a loan from Jaswant. When this inconsistency was put to Dr Rathor, she then said that she had another conversation with Yasin in which she had told him that Jaswant had never made the payments or made the loan. This conversation did not feature in her witness statement even though it had been served only days before.

Dr Rathor’s evidence in her tenth witness statement was also inconsistent with the contemporaneous documents which showed that the passing rent for the Allenby Clinic was £3,425 per month. When these documents were put to her, she continued to maintain that the rent was £5,000 even though Mr Fonseka had written to Dr Ali’s solicitors stating in terms that the rent was £3,425 and forwarded a copy of his letter to her.

I was driven to the conclusion, therefore, that Dr Rathor had made up the explanation which she gave in her tenth witness statement and, when faced with its inconsistencies, she made up the subsequent conversation with Yasin.

I am also satisfied that the reason why Dr Rathor gave a false explanation in her witness statement and in her subsequent oral evidence is that the explanation which Mr Jory put to her was correct and that in her email to Yasin Dr Rathor was referring to the loan which Jaswant made to her at the end of January 2014 to purchase the goodwill of the Northolt Family Practice.

This conclusion is supported by the oral evidence of Sareet, Mr Sangha and Mr Fonseka who all said that Dr Rathor acknowledged the loan to them. As I have said, I attach limited weight to the evidence of oral conversations which took place many years ago given by witnesses who were not neutral. In particular, I attach very limited weight to the evidence of Mr Sangha who was clearly confused about the existence of a written partnership agreement in January or February 2014. Nevertheless, their evidence is consistent with Dr Rathor openly acknowledging the existence of the loan to Yasin.

Dr Rathor accepted that she met Mr Fonseka and the end of March 2016 to finalise the 2015 Accounts and that he told her that she was taking approximately £190,000 in drawings. I can see no reason why Mr Fonseka would not have shown her the 2015 Payments Schedule and asked her to answer any queries which he had about the payments.

I reject Dr Rathor’s evidence that Mr Fonseka became silent and evasive when she asked about the drawings figure. I also reject her evidence that Mr Fonseka and Jaswant colluded to defraud her (and I return to this evidence in more detail below).

I therefore accept Mr Fonseka’s evidence that he showed the 2016 Payments Schedule to Dr Rathor and that it showed that Jaswant had been withdrawing cash in tranches of £2,400 and £500 since October 2014. His evidence was that the meeting would have taken half an hour and that he would not have taken Dr Rathor through all of the withdrawals of £2,400 and £500. But they would have been obvious to Dr Rathor since they were highlighted in yellow and allocated to her.

Moreover, if Mr Fonseka had been evasive about the drawings figure, I have little doubt that Dr Rathor would have investigated further before approving the 2015 Accounts. She did not do so and I find that she did not do so because she knew that Jaswant was withdrawing £2,900 in cash per month to repay the loan and had agreed that she should do so.

When she was cross-examined about the 2016 Drawings Schedule Dr Rathor accepted that in April 2017 Yasin told her about the monthly payments of £2,900 and despite Dr Rathor’s attempt to retreat from that evidence, I find that he did. She also went on to approve the 2016 Accounts which contained the same drawings figure of £195,540.52 and to send both the schedule and the accounts to Rishi to support her mortgage application.

I also reject Dr Rathor’s evidence that she failed to take action against Jaswant between April and September 2017 because she was extremely scared of Jaswant. This evidence was wholly inconsistent with her text to Jaswant on 12 May 2017 asking to borrow more money. I return to this text below. But both her text and the reply were completely inconsistent with the abusive relationship which she attempted to portray. In particular, she said: “You have always helped me in every way and I respect that”. Jaswant also replied: “Nothing is impossible. I will always do what you want. No problem.”

I also accept Jaswant’s evidence that Dr Rathor asked her to describe the monthly payments as “loan” repayments in the 2017 Payments

Finally, on 30 September 2014 a payment of £2,500 was made to

Having tested the evidence of Jaswant and Dr Rathor against the documents upon which the parties relied, I find on a balance of probabilities that Jaswant did make a loan of £60,000 to Dr Rathor on or shortly after 31 January 2014 to purchase the goodwill of the Northolt Family Practice from Dr Ali. I do so on the basis that those critical documents supported the oral evidence which Jaswant gave and undermined the oral evidence given by Dr Rathor.

I also reject Mr Hood’s submissions that such an agreement was inherently improbable. I accept that it is unlikely that a doctor would have agreed to enter into an illegal transaction to purchase the goodwill of Dr Ali’s partnership. However, in the present case Dr Rathor was also prepared to make a “one-off payment, his locum and rent reimbursement” to Dr Lewis to buy his practice.

I am also prepared to accept that many, if not most, doctors would not agree to go into partnership with their practice managers. But in the present case Dr

Nor do I accept that it was improbable that Jaswant would agree to lend Dr

In their reply submissions in closing Mr Jory and Ms Tromans produced a table based only on the bank statements which Jaswant and Gurdarshin were able to disclose (or which Dr Rathor had taken from Jaswant’s personal computer). It showed that they had the following balances on their accounts at the end of January 2014 and the end of March 2014.

Nor do I not find the lack of formality surprising either. If (as I have found) Dr Rathor agreed to purchase the goodwill of the Northolt Family Practice from Dr Ali, she had a strong reason to avoid committing the loan agreement with Jaswant to writing. But in any event there was clear and, for the most part, unchallenged evidence that Dr Rathor borrowed substantial sums from others without entering into any formal agreement. She accepted that Ms Grewel’s husband lent her £10,000 to purchase Station Road. There was no suggestion

Further, Dr Rathor originally claimed that on 17 October 2016 Sareet had made an unauthorised payment of £4,000 to herself out of the Natio Account. Sareet’s evidence was that this payment was the repayment of a loan which she had made to Dr Rathor to enable her husband to carry out repairs to his car. She relied on a bank statement in which she had used the following reference for this payment: “BR CARREPAIR MONEY”. In response to this evidence Dr Rathor withdrew the claim for £4,000 and Sareet’s evidence on this point was not challenged at trial.

Finally, I reject Dr Rathor’s evidence about the exchange of text messages on 12 May 2017. I find that on that date Dr Rathor asked to borrow a further £90,000 from Jaswant to purchase Station Road. Indeed, I also find that

Finally, I am satisfied that Dr Rathor withdrew substantial sums in cash from the Allenby and Aqua accounts which she used to pay the balance of the purchase price of £65,000 to Dr Ali. I am also satisfied that their principal source was the funds which Dr Rathor received from NHS England to pay the rents for Allenby Clinic. The records which she herself produced that she had received £51,560.77 which she did not pass on to her landlord and that £48,757.28 was still unpaid in January 2016. I reject Dr Rathor’s evidence that she did not receive those funds from NHS England and she finally accepted that the surgery still had debts to CHP.

For the same reasons I also reject Mr Hood’s submissions that it is highly improbable that Jaswant would have withdrawn £60,000 in thirteen instalments in cash to make the loan. Dr Rathor used the same modus operandi herself in collecting the balance of the purchase price to pay Dr Ali. Moreover, it seems to me that at the time they both belonged to what I describe as a “cash culture”. For example, even assuming that Sareet mistakenly included payments of £15,000 (or £17,000) in the table in paragraph 58 of her statement in the divorce proceedings, then Jaswant and Gurdarshin still withdrew a further £49,000 (or £51,000) in cash to give to Sareet. Indeed, Dr Rathor relied on those payments in support of her own case.

At the beginning of the trial, I found it striking that Jaswant’s solicitors and counsel had failed to mention the loan in either the Letter of Claim or the Particulars of Claim. I was also concerned that Jaswant had been positioning herself to make a claim for some time because she had instructed solicitors who had written and served the Letter of Claim on the same day as her

I accept that submission. On 4 October 2017 Jaswant had no reason to suppose that Dr Rathor would deny the loan agreement, the loan itself or, indeed, its repayment. It is also telling that Dr Rathor accepted that she did not mention the withdrawals of £2,900 at the suspension meeting. I accept, therefore, that

Finally, Mr Hood and Mr Saunders were critical of Jaswant’s pleaded case and her evidence that the loan was intended to bear interest but no rate was agreed or repayment date. In the context of an informal loan which was not reduced to writing I did not find it surprising that the parties never formally agreed a rate of interest or a date for repayment. However, this might have presented significant difficulties for Jaswant if Dr Rathor had failed to repay her and she had been attempting to enforce the agreement. But this was not part of her case and as far as Jaswant was concerned the loan had been repaid.

I accept Jaswant’s evidence that Dr Rathor and she agreed that the loan had been repaid in full by the summer of 2016. I also accept that she kept detailed records of all of the repayments in her drawer, to which she would have been able to refer if Dr Rathor had disclosed and produced them. Doing practical justice between the parties, I find that the loan had been repaid in full by 1 July 2016 which was the date on which the variations to the GMS Contract and the PMS Contract took effect.

Jaswant’s evidence was that her employer was Natio. In cross-examination it was put to her that her employer was Dr Rathor but she did not accept this. She said that she worked for the Allenby Clinic and the Northolt Family Practice but that she was paid by Natio. She could not recall any formal agreement dealing with the identity of her employer with effect from 1 September 2014.

Jaswant’s evidence about partnership was that in June 2015 Dr Rathor called her into her consulting room and told her that she had spoken to someone at

In cross-examination it was suggested to that she had fabricated this account and that it never happened:

In paragraph 28 of her third witness statement Dr Rathor accepted that it might be possible that she signed some forms. In paragraph 123 of their closing submissions Mr Hood and Saunders put her case as follows:

In cross-examination Dr Rathor accepted that she had signed the PMS Contract Variation Agreement Form twice and that she had corrected the address. She was pressed to explain whether she understood the form and, in particular, whether she understood that the nature of the contract variation was a “Partnership Change” or that the details of the variation were “Adding nonclinical partner to the PMS Agreement”. Her evidence was that she could not

It was also put to Dr Rathor that she signed both versions of the PMS Contract Variation Agreement Form within a very short time of each other and either on the same day or within a day of each other. Her response was as follows:

Dr Rathor also accepted that she had signed the GMS Contract Variation Notice and that this was one of the documents to which she was referring in her email dated 5 October 2017 to Mr Nelson timed at 13.08. Mr Jory put that email to Dr Rathor shortly before the run of questions which I have extracted (above). He also suggested to her that she had deliberately removed the end of Mr Nelson’s email timed at 12.55 to avoid disclosing her reply timed at 13.08 on the summary judgment application:

Dr Rathor was then asked to explain which she had in mind when she used the following sentence: “I knew about the pMS contract for Northolt Family

Dr Rathor was also taken to Ms Donovan’s email dated 25 July 2016 which Jaswant forwarded to her the following day. When Dr Rathor said that she had never seen it before, she was taken to the read receipt from her email address showing that she had read it on the same day. However, Dr Rathor continued to maintain that she had never seen the email suggesting at one point that Jaswant might have had access to her computer and sent it herself.

Finally, Dr Rathor gave evidence that during the course of the trial she had spoken to the CQC and that she had been given the following information:

It was Dr Rathor’s pleaded case that Natio was Jaswant’s employer:

The position reflected in Dr Rathor’s Re-Amended Defence was consistent with the documents. After 1 September 2014 the employer shown on Jaswant’s payslips was Natio and the monthly P32 employer payment records showed Jaswant’s employer as Natio.

The 2015 Accounts prepared by Mr Fonseka recorded wages and salaries of £183,645 which must have included Jaswant’s salary because he only prepared one set of accounts for Natio. Those accounts were signed by Dr Rathor on 12 January 2016 and provide strong evidence that Natio was Jaswant’s employer

Mr Hood and Mr Saunders relied on the 2016 and 2017 Accounts because wages and salaries were recorded in the Sole Trader Accounts rather than the Natio Accounts. But because Dr Rathor did not call Mr Sidat or Yasin, I do not understand why they considered it necessary to prepare two sets of accounts at all or why they chose to record wages and salaries in one rather than the other.

Mr Hood and Mr Saunders also relied on the fact that the Employment Tribunal found that Dr Rathor employed Sareet trading as Allenby Clinic and Northolt Family Practice rather than by Natio. However, it is unnecessary for me to decide who Sareet’s employer was for the purposes of these proceedings because the Additional Claim is brought by both Dr Rathor and Natio and the counterclaim draws no distinction between them.

It is also sufficient to note that Dr Rathor’s pleaded case against Sareet was (and is) different. In paragraph 27 of the Re-Amended Defence, her case was (and is) as follows:

In relation to the partnership issue more generally I also prefer the evidence of Jaswant and Sareet. I find that in June 2015 Dr Rathor orally agreed with Jaswant to make Jaswant a partner in the two practices and that they orally agreed that they would share the profits once there was sufficient income from the two practices. I also find that when Dr Rathor and Jaswant signed the Partnership Detail Form they agreed that they would be equal partners. I prefer Jaswant’s evidence to that of Dr Rathor for the following reasons:

Jaswant’s evidence is supported by contemporaneous documentary evidence in the form of the Partnership Detail Form. It is also supported by the 2016 Partnership Applications and the 2016 Partnership Forms.

I reject Dr Rathor’s evidence that she did not read those documents and did not understand their contents. In particular, I reject her evidence that she did not read the PMS Contract Variation Agreement Form or understand its contents on either of the two occasions on which she signed it. The first page of the form stated that the nature of the contract was a partnership change and that the details of that change were to add Jaswant as a non-clinical partner. Dr Rathor read that form carefully enough to appreciate that it stated the wrong address and to correct it herself. I do not accept therefore that she failed to read the box immediately below her manuscript amendment.

Jaswant’s evidence is also supported by Ms Donovan’s email dated 25 July 2016 which Jaswant forwarded to Dr Rathor. This email referred to the “paperwork which I sent over 8 weeks ago”. Given that her computer generated a read receipt, I find that Dr Rathor read that email and understood that the “paperwork” to which Mr Donovan was referring were the two 2016 Partnership Applications which Jaswant had returned on 21 June 2016.

Jaswant’s evidence is also supported by the exchange of emails between Dr Rathor and Mr Nelson on 5 October 2017. It is clear from his email timed at 12.55 that Mr Nelson understood Jaswant to be a non-clinical partner on both the PMS Contract and the GMS Contract. It is also clear from her reply timed at 13.08 that Dr Rathor accepted that Jaswant was a non-clinical partner in relation to the PMS Contract.

I am prepared to accept that Mr Nelson attached copies of both the earlier contract with Dr Ali and the PMS Contract Variation Agreement Form dated 13 December 2013 to his email timed at 12.55 on 5 October 2017. But I reject Dr Rathor’s evidence that the “PMS contract for Northolt Family Practice” to which she was referring in her email timed at 13.08 was the contract between herself and Dr Ali and I find that she was intending to refer to the contract between herself and Jaswant.

It is clear from a straightforward reading of Mr Nelson’s email and Dr

I also accept Mr Jory’s submission that Dr Rathor deliberately removed her email timed at 13.08 from the sequence of emails which she exhibited for the purposes of the summary judgment application. I find that she did so because Dr Rathor fully understood the significance of her own email and that it contained an acknowledgement by her that Mr Nelson was correct when he stated that Jaswant was a non-clinical partner on the PMS Contract. The version of the email chain which contained Dr Rathor’s email timed at 13.08 was disclosed pursuant to an order for disclosure and she could offer no explanation for the difference between the two versions. It is also telling that Mr Hood and

I also reject the evidence of Dr Rathor about her conversation with the

Mr Hood and Mr Saunders submitted that the effect of the differing accounts put forward by Gurdarshin, Jasvin, Mr Sangha and Mr Fonseka was “utterly to discredit Jaswant’s case that there ever was a partnership agreement”. I have carefully considered their evidence in the light of this submission and I agree that it has very limited weight. The only evidence which they could give was that Jaswant had told them that they she had been made a partner. Mr Fonseka was particularly hesitant in his evidence and fairly pointed out that he had not seen a “scrap of paper”.

I do not consider, however, that the discrepancies in evidence between these witnesses or between Jaswant and them so undermined or discredited her that I should reject her evidence given the documentary support for it. It is hardly surprising that the witnesses differed in their recollection about the dates of

Mr Hood and Mrs Saunders also submitted that it was sinister that Jaswant only took home the originals of three pages of the Partnership Detail Form and the Partnership Documents for safekeeping. They also made something of the way in which the documents were completed and signed. I reject the submission that Jaswant behaved in a sinister or underhand matter. If she had done so, she would not have forwarded Ms Donovan’s email dated 25 July

Finally, Mr Hood and Mr Saunders criticised the Letter of Claim and the Particulars of Claim on the basis that it did not mention an oral agreement and cited the relevant date for the agreement as from “about July 2015”. I also reject that criticism. It is unsurprising that CLP felt it unnecessary to give particulars of the oral agreement in view of the Partnership Documents which provided clear documentary evidence that the parties had entered into a partnership and moreover that NHS England had accepted and recognised the parties as partners.

I have found that in the course of the conversation in June 2015 Dr Rathor and Jaswant made an oral agreement to go into partnership together. I find that Dr Rathor made an offer of partnership to Jaswant in the way described by Jaswant in paragraph 99 of her first witness statement and Jaswant accepted that offer in the way she described in paragraph 100. She asked Dr Rathor whether there was anything to do to formally make her partner and expressed her happiness at the answer “no”. This was a sufficient acceptance of the offer.

I also find that it was the intention of both parties that the partnership was to take effect immediately. Dr Rathor’s response to Jaswant’s question was “no” there was nothing more to do and Jaswant understood that she had become a partner on that date. Further, on 24 July 2015 Sareet submitted the Partnership

I also find that Dr Rathor and Jaswant intended to create a contractual relationship. The 2015 Partnership Detail Form stated that it was to be completed “in all cases in which a new partnership is created or a new partner joins/leaves an existing partnership”. In my judgment, neither party would have signed the form unless they had intended to enter into a legally binding relationship.

Further the Partnership Forms made it very clear that their effect was to vary the existing GMS and PMS Contracts so that Jaswant became a party to them and assumed the same contractual obligations as Dr Rathor. I place particular reliance upon the GMS Contract Variation Notice the relevant parts of which I have set out above. It stated a number of times that Jaswant was now a party to the GMS Contract and that the contractor was the new partnership between Dr Rathor and Jaswant. They would not have signed and returned the notice if they had not intended their agreement to have contractual force.

There was no evidence that Dr Rathor and Jaswant agreed any other terms and I accept that in many cases the failure by the parties to agree anything more than that they intended to go into partnership together might make the contract void for uncertainty. However, in my judgment the failure to agree any other terms did not make the contract void for uncertainty for the following reasons:

The business of the partnership was the two practices, the Northolt Family Practice and Allenby Clinic. The services which the partners were to supply to the NHS and the payment which they were to receive for those services were governed by the GMS Contract and the PMS Contract. It was a partnership to share the profits from those two contracts after deduction of the costs and liabilities incurred by the two practices. The parties also became personally liable to perform the obligations under both contracts.

The costs and liabilities of the two practices were also capable of being calculated without additional agreement. The principal liability of the partnership was the rent for Taywood Road. But that rent should have been paid by the NHS and “passed through” both practices to the landlord of the premises. It was unnecessary, therefore, for the parties to reach a separate agreement about the payment of the rent and the partnership could take over the existing arrangements.

Natio also paid the employees and accounted for any other additional expenditure. In practical terms, therefore, the partnership could also take over those arrangements without any further negotiation or agreement.

In testing this conclusion I have compared the agreement reached between Dr Rathor and Jaswant with the agreement reached between Dr Rathor and Dr

Mr Hood and Mr Saunders also submitted that the complete absence of the indicia of partnership which I have set out above firmly points towards the conclusion that the parties did not carry on business in common. They also submitted that there was nothing in the management and operation of the two practices which would accord with or support the existence of the partnership.

I reject those submissions for three reasons: first, the difficulty which I have with these submissions is that exactly the same could be said about the partnership which they replaced between Dr Ali and Dr Rathor. I was not taken to any partnership deed or partnership accounts or to any books and records of any kind. Furthermore, Jaswant and the other employees were paid by Salus, Dr Ali’s service company, until 1 September 2014.

Secondly, Jaswant’s evidence (which I accept) was that Dr Rathor kept putting off the point at which proper accounts would be drawn up and they would begin to take a regular profit share. I also accept Jaswant’s evidence that in the summer of 2016 Dr Rathor told Jaswant to continue taking £2,400 per month (and the balance of the petty cash of £500) in lieu of partnership drawings. Finally, I accept her evidence (which I have set out below) that in December 2016 Dr Rathor persuaded her to wait until the 2017 Accounts were drawn up to sort everything out in relation to drawings and partnership profits.

Thirdly, this submission fails to give any weight to the fact that the GMS

Dr Rathor’s primary claim was that Jaswant and Sareet were only entitled to receive the salaries recorded in their original contracts of employment and that none of their pay increases were authorised. I reject this claim. It is clear from the spreadsheets which Jaswant sent to Regency on 23 July 2014 and 15 August 2014 that Jaswant was paid £34 per hour and Sareet £22 per hour by Salus on behalf of Dr Ali (or Dr Ali and Dr Rathor). It is also clear from

Dr Rathor did not call Dr Ali or suggest that he had not authorised pay increases. In her second witness statement Sareet’s evidence was that Dr Rathor admitted to the Employment Tribunal that Jaswant was earning £34 per hour and Sareet was earning £22 per hour when she took over sole ownership of both practices. This evidence was not challenged by Dr Rathor and I accept that she made this admission. That is sufficient to deal with Dr Rathor’s primary case and in fairness to Mr Hood, he did not press this case hard. I deal with the other increases in the context of Dr Rathor’s alternative case.

The first head of Dr Rathor’s alternative claim involves the allegation that Jaswant committed a complex payroll fraud by informing Regency that Dr Rathor and Balwant had received the fictitious payments in Schedule B. That schedule was prepared by AMS and the very specific allegation made against

It is strongly arguable that AMS strayed into giving expert evidence in this part of their report. But in any event Dr Rathor chose not to call Mr Sidat to prove the report and in my judgment that ought to be sufficient to dispose of the claim. If Dr Rathor was not prepared to call the witness on whose evidence such a serious allegation was based, she should not have pursued it. I also note that the claim to recover the sums in Schedule B was not advanced on the basis that Jaswant committed payroll fraud in Dr Rathor’s written closing submissions: see, in particular, paragraphs 218 to 222. Nevertheless, I go on to consider the merits of this claim.

Jaswant’s evidence was that Dr Rathor was in serious trouble with HMRC and that Mr Fonseka had put an action plan in place. She said that in December 2014 Dr Rathor asked her to take 30 hours as PAYE and 10 hours on a selfemployed basis because it would save money for the practice:

It was put to her that this was an excuse to disguise the fact that she was “skimming off” money from the Natio account:

Jaswant did not submit any tax returns or pay tax on the additional sums at the time although she has now submitted tax returns and paid tax on the relevant income. I attach very limited weight to this conduct because by the time she made these returns it was obvious to both Jaswant and her advisers that the point was likely to be taken against her.

Nevertheless, Jaswant’s evidence was supported by Mr Fonseka who gave evidence in cross-examination that he went through Jaswant’s and Sareet’s salaries with Dr Rathor “quite a few times”. He also recalled a conversation with Dr Rathor in which she informed him about her agreement with Jaswant:

Mr Fonseka also produced a monthly P32 employer payment record which was accompanied by a pension sheet and a payment summary. These documents showed the monthly salaries recorded on the payroll for Jaswant, Sareet, Dr Rathor and Balwant. In his witness statement Mr Fonseka stated that he showed these documents to Dr Rathor and in cross-examination he did not retreat from this evidence although he accepted that the exercise only took a few minutes and that he did not show more than one or two of the monthly documents.

Mr Fonseka also produced a letter dated February 2015 from HMRC to Balwant and addressed to him at Laburnum Grove providing his tax code as an employee of Natio. In his witness statement Mr Fonseka said that he received this letter directly from Balwant and the authenticity of this document was not challenged.

Dr Rathor made a sustained attack on Mr Fonseka’s evidence in written closing submissions rightly recognising the importance of his evidence to the salary claims. She submitted that the 2015 Accounts which Mr Fonseka prepared only recorded the salary paid to Jaswant as an employee and not the additional payments recorded in Schedule B. She relied on the figure of £183,645 shown in the profit and loss account and the monthly breakdown of salaries on Mr Fonseka’s file and submitted that and that either he deliberately misled HMRC or that no discussions could have taken place between Jaswant and Dr Rathor about the additional pay which she was to receive on a selfemployed basis.

Dr Rathor’s written evidence was that she was unaware that she and her husband were on Natio’s payroll. In cross-examination she was taken to her tax return for the year ended 5 April 2015 and the tax certificate for the same year which she had sent to Rishi on 22 June 2017. She began by denying that she sent these emails at all until she was shown that they came from her personal email account at Yahoo. Nevertheless, she continued to maintain that she did not know that she was an employee of Natio.

When Dr Rathor was taken to her tax return, she asserted that Mr Fonseka had never properly explained its contents to her and that she was unaware that she had submitted a tax return which included the sum of £5,250 as an employee of Natio. Mr Jory then asked her whether she was prepared to withdraw the allegation of payroll fraud and this exchange took place:

Jaswant did not dispute Dr Rathor’s evidence that the salaries for her and Balwant recorded in the payroll were never paid. Instead, it was put to Dr Rathor that she and Balwant took notional salaries from Aqua and this practice was then transferred over to Natio:

Finally, the letter from HMRC to Balwant was put to Dr Rathor. She could not explain how Mr Fonseka could have obtained a copy of the letter. But she rejected the suggestion that this letter was the reason why she had not called her husband to give evidence. Nor did she accept that it would have been highly risky for Jaswant and Mr Fonseka to put Balwant on the payroll without his knowledge if he was to receive correspondence from HMRC at home.

Ms Grewel gave evidence that she put before the Employment Tribunal the employment contract dated 9 October 2017 which she and Dr Rathor signed when she had replaced Sareet as acting practice manager. It provided that she was paid £16 per hour (rather than £16.50) for a 40 hour week (i.e. £640 or £2,560 per four week period). It also provided that for any approved additional hours she would be given time of in lieu rather than paid overtime.

Dr Rathor did not disclose Ms Grewel’s payslips in the course of these proceedings or in the proceedings before the Employment Tribunal. In crossexamination, however, Ms Grewel accepted that she was paid £4,083 for October 2017, £4,500 for November 2017 and £4,647 for December 2017. She also accepted that this was not very different from the salary of £4,655.59 which Sareet had received in September 2017, the month before she was suspended. Finally, she accepted that on an annualised basis this amounted to approximately £84,000 per annum. In re-examination she was asked about the additional pay and she said this:

I reject Dr Rathor’s evidence that Jaswant deliberately concealed the payments in Schedule B and that she and Mr Fonseka conspired to deceive her. I do so for the following reasons:

Apart from the inference drawn by the author of the AMS report (who was not called to give evidence) there was no evidence to support the allegation of payroll fraud. Dr Rathor accepted that she and her husband were paid as employees of Aqua and this evidence was confirmed by the P35 year-end tax listing for the year ended 5 April 2014. Dr Rathor also accepted that she and her husband did not take the money out of the company.

Jaswant asked Regency to put Dr Rathor and Balwant on the payroll of Natio in her email dated 20 August 2014. It was not put to her that by doing so, she was attempting to deceive Regency or that this was part of a scheme to defraud Dr Rathor and I find that it was not. All that Jaswant asked Regency to do was to transfer the employees of both Salus and Aqua over to the payroll of Natio. This was a natural and necessary step for the transfer of employees from the two separate service companies to the new one.

Further, the amount which Dr Rathor was recorded as receiving from Natio was the same amount as she was recorded as receiving from Aqua, namely, £750 per month. It seems highly likely to me (and I so find) that this was a tax mitigation device which Dr Rathor and Balwant used to reduce the amount of income tax which they paid and that they transferred it from one service company to other.

I also reject Dr Rathor’s evidence that she was unaware that she and Balwant were on the Natio payroll. The letter dated 13 October 2016 which enclosed the tax certificates which she sent to Rishi was addressed to her at home and sent by her to him from her personal

I also reject Dr Rathor’s evidence that Mr Fonseka completed and filed her tax return without her authority or that Jaswant and Mr Fonseka conspired to defraud her. Again, she sent the return to Rishi from her personal email account and I find that she was fully aware of its contents both in August 2017 and when Mr Fonseka filed it on her behalf.

Finally, I accept Mr Fonseka’s evidence that Balwant gave him the letter from HMRC with his tax code. Dr Rathor could provide no other explanation for this letter being on Mr Fonseka’s file and if there had been another explanation, she could have called Balwant to provide it. I find, therefore, that Balwant was also aware that he was on the Natio payroll as an employee.

Because Dr Rathor gave untruthful evidence about her knowledge that she and her husband were on Natio’s payroll, it does not necessarily follow that she was aware of the over-payments to Jaswant in Schedule B. Nevertheless, I have reached the conclusion that in about December 2014 Dr Rathor asked Jaswant to take 30 hours of her salary as PAYE and 10 hours as self-employed income in order to save money for the practice. I do so for the following reasons:

Jaswant’s evidence was supported by the evidence of Mr Fonseka. Although I approached his evidence cautiously, I have accepted his evidence that he showed the 2015 Payments Schedule to Dr Rathor. That schedule also contained the additional payments itemised in Schedule B for the period 30 November 2014 to 31 July 2015.

For example, Schedule C records Jaswant’s net pay as an employee for November 2014 as £3,619.30. Schedule B records that she received a further £500 giving a total £4,119.30 and this was the figure in the 2015 Payments Schedule which Mr Fonseka showed to Dr Rathor.

I also accept Mr Fonseka’s evidence that he showed Dr Rathor at least one monthly P32 employer payment record which was accompanied by a pension sheet and a payment summary. He kept those documents on his file with the 2015 Payments Schedule.

I accept that it would not have been obvious to Dr Rathor that Jaswant had been overpaid from these documents alone because they did not break down her pay into the two elements. But in my judgment they provide documentary support for Mr Fonseka’s evidence that he had an oral discussion with Dr Rathor about her agreement with Jaswant and counselled her against it. I find that he had such a discussion with her.

Further, having rejected Dr Rathor’s case that Jaswant and Mr Fonseka did not conspire to defraud Dr Rathor I accept that Mr Fonseka was simply carrying out his duties as her accountant and I can find no motive for Mr Fonseka to conceal this information from Dr Rathor. vi) The evidence of Jaswant and Mr Fonseka was also supported by the evidence of Ms Grewel. She gave evidence that Dr Rathor authorised very substantial payments to her in excess of her contractual salary. Dr Rathor did not produce her payslips or any other evidence to show that Natio accounted for those payments or paid tax and national insurance under the PAYE scheme (although she could easily have done).

Although I have reached the independent conclusion that I should accept the evidence of Mr Fonseka on this issue, I am fortified in that conclusion by the fact that the Employment Tribunal also accepted his evidence that he had raised the figures in the P32 with Dr Rathor. I return to this point below in the context of the additional payments to Sareet.

I have found the existence of an agreement in December 2014. I should also deal with Dr Rathor’s other submission in relation to the 2015 Accounts. Because the point was never put to Mr Fonseka, I cannot accept the submission that Mr Fonseka deliberately misled HMRC. It seems to me that there are two other possible explanations which Mr Jory would have wanted to

First, it is quite possible that Dr Rathor signed the accounts after she had refused to accept Mr Fonseka’s advice that she should account for Jaswant’s full pay.

Secondly, the failure to treat the additional payments as part of

Finally, I deal with Dr Rathor’s submission that the agreement between Dr Rathor and Jaswant put Natio in breach of regulation 21 of the Income Tax (Pay As You Earn) Regulations 2003. I have found that Dr Rathor asked Jaswant to take 30 hours of her salary as PAYE and 10 hours as self-employed income (and that she agreed to do so). I have also found that Mr Fonseka advised her not to do so. Even though those findings implicate Dr Rathor in a breach of the regulation as the sole director of Natio, I remain satisfied that I should accept the evidence of Jaswant and Mr Fonseka.

Their evidence was supported by the documents and I bear in mind that the allegations of payroll fraud which Dr Rathor made against both of them were equally, if not more, serious and that she was not prepared to call AMS to substantiate them. Since neither party relied on illegality as a defence to the claim or as an independent ground for restitution, I need not consider the breach of the regulations any further.

I therefore find that Dr Rathor authorised the payments to Jaswant set out in

By trial Dr Rathor had withdrawn the claim for £4,000 and Sareet had admitted that in one month she had paid herself her salary of £3,209.20 twice by mistake. Apart from an unexplained payment of £0.40 (which was de minimis), Dr Rathor claimed at trial four payments totalling £2,100 which Natio had paid to Sareet on the following dates:

Sareet’s written evidence was that Dr Rather agreed to pay her £1,000 for the additional work which she performed for the two practices in September 2014, £500 for October 2014 and £400 for each of November and December 2014. It was also her evidence that Dr Rathor agreed to pay her £800 for the assistance which she gave Dr Rathor to write her appraisal during February and March 2015. Both in her witness statement and in cross-examination she gave a detailed description of the additional work which she performed.

In paragraph 59 of her first witness statement Dr Rathor accepted that she offered to pay Sareet £400 per month after Mrs Bradbury and the other staff left Allenby Clinic but that Sareet preferred to stay at Ruislip Road and did not earn the pay rise. She also stated that if she had earned the pay rise, it would have been recorded in the payroll records.

Again, I prefer Sareet’s evidence on this issue to that of Dr Rathor and I do so principally because a number of contemporaneous documents supported her evidence rather than Dr Rathor’s. In particular:

Sareet’s evidence was supported by Aqua’s bank statements which recorded that on 30 September 2014 she was paid £3,566. This sum was £1,000 more than her net salary of £2,566, which was paid through

The bank statements for Aqua also recorded that on 30 May 2014 Sareet was paid £1,000. It was her evidence that this payment was made to her for assisting Dr Rathor to prepare her appraisal for the previous year. Again, Dr Rathor did not claim repayment of this sum or challenge Sareet’s explanation for this payment in cross-examination. iii) Mr Fonseka recorded all four disputed payments as part of Sareet’s salary in the 2015 Payments Schedule. For example, Schedule C records Sareet’s net pay as an employee for October 2014 as £2,349. Schedule B records that that she received a further £500 giving a total £2,849 and this was the figure which Mr Fonseka recorded in the 2015 Payments Schedule.

I reject Dr Rathor’s evidence that Sareet was unwilling to visit Ruislip Road and did not earn the pay rise. Schedules 10 and 11 to Mr Jory’s closing submissions quoted from text messages passing between Sareet and Dr Rathor between 4 February 2014 and 24 July 2017. They showed that Sareet worked out of hours, she assisted Dr Rathor with her appraisals in 2014 and 2015 and responded promptly and efficiently to her employer’s requests. Moreover, Sareet was not taken in cross-examination to a single email or text message in which she refused a request from Dr Rathor.

Given my findings in relation to the payroll fraud and her agreement with Jaswant, I reject Dr Rathor’s evidence that she would have insisted that these sums be paid through the payroll. Indeed, the failure to disclose any records for the additional pay to Ms Grewel strongly suggests that Dr Rathor was not concerned to ensure that this took place.

Between May and September 2017 Natio paid both Jaswant and Sareet an additional £10,000 through the payroll. Jaswant’s evidence was that in April 2017 Dr Rathor agreed to pay a bonus of £10,000 to her and Sareet over five months at £2,000 per month. In cross-examination she said that the reason for the bonus was that the combined practices had achieved QOF payments of about £160,000 and just under £30,000 on LIS payments adding up to about £190,000. Those figures correspond to the gross payments which the combined practice received for both QOF and LIS and which I have set out above.

Jaswant was asked to confirm when precisely these bonuses were agreed and she said that the agreement had been made in mid-April 2017. She also said that the reason why the bonus payments were spread over five months was for cashflow reasons and that the practice could not afford to pay one lump sum.

Dr Rathor challenged this explanation. Jaswant was taken to Natio’s bank statement for April 2017 which showed that throughout that month Natio had a cash balance of about £150,000 and it was put to her that the company had no cashflow problems:

Jaswant repeated her evidence and then explained that the practices were gathering the money to pay the rent. She was challenged to identify the rent payments in the bank statements and she said that the practices had been in arrears since 2013 and that they were trying to catch up to pay the money which they owed to the landlord, CHP.

Dr Rathor’s evidence was that she had never authorised these payments at all. In paragraph 69 of her first witness statement she said that in October 2017 AMS had alerted her to these payments and she had stopped them. In crossexamination, however, she accepted that she had become aware of these payments as they were going through Natio’s bank account:

Dr Rathor was then taken to Yasin’s email dated 2 April 2017 and asked about the line: “I saw she gets paid £5800 and I guess after tax”. She was also taken to Natio’s bank statement for March 2017 and a payment to Jaswant of £4,855.64 with the narrative “wage” on 29 March 2017. She accepted that she had seen this entry and the corresponding entry showing a payment to Sareet for £3,181.13:

The bank statement for the Natio Account for May 2017 was then put to her and she was asked about payments of £4,189.19 to Sareet and £6,041.70 to Jaswant. It was suggested to her that she realised that these payments had increased because each of them had received the first instalment of their bonus. (I add that the bonus of £10,000 was a gross sum and that the net sum

It was then put to Dr Rathor that the reason why she wanted Jaswant and Sareet to take their bonus in instalments was because she was intending to take a dividend of £80,000:

Dr Rathor was also taken to Natio’s bank statements for June and July 2017 and accepted that she had seen the payments to Jaswant and Sareet at the time. The payments to Jaswant in both June and July were £6,041.70 and, therefore, the same as in May. There was a slight variation in the payments to Sareet who was paid £4,767.19 in June and £4,655.60 in July.

She was then taken to the draft of the 2017 Natio Accounts which she sent to Rishi on 22 August 2017. She accepted that she understood her duties as the sole director of Natio in the preparation of those accounts. But she could not explain why she did not raise any concerns with Yasin about the payments to Jaswant and Sareet either after her email dated 2 April 2017 or during the preparation of the 2017 Accounts. This question was put to her a number of times and she had no answer although I give just one example here:

Dr Rathor had already been taken to the draft of the 2017 Sole Trader Accounts which she sent to Rishi at an earlier stage of her cross-examination. These accounts showed total drawings of £291,815 including £80,664 in April 2017 and £67,471 in May 2017. Dr Rathor accepted that these payments included a dividend of £80,000 paid to Ranwant in two instalments of £50,000 and £30,000. She also said that she took tax advice from her accountant in relation to this dividend.

Dr Rathor’s written closing submissions subjected the QOF and LIS payments to a detailed analysis. This analysis was provided to counter the evidence given by both Jaswant and Sareet that they had received the bonuses because of the improved financial performance of the combined practice. The difficulty which I had with this analysis is that Dr Rathor did not call Mr Motamari, the QOF and LIS consultant, whom Dr Rathor had employed and could have assisted me to understand these figures. Nor did she call Mr Sidat of AMS upon whose report this analysis was principally based.

I have set out the figures for QOF and LIS payments in the documents which were put to Jaswant and Sareet in the background section to this judgment. For present purposes I am prepared to accept the figure of £68,601 set out in note 6 to the 2017 Sole Trader Accounts as the appropriate figure for the additional income which the combined practices achieved for “Quality, aspiration and achievement”. Those accounts were prepared by AMS and Dr Rathor relied upon them in her Defence, Counterclaim and Additional Claim.

Based on these figures I accept Dr Rathor’s submission that a bonus of £10,000 for each of Jaswant and Sareet was not justified by the QOF and LIS payments alone. I also note that the figure in the 2017 Sole Trader Accounts was slightly down on the equivalent figure of £74,735 for the previous year.

The sum of £10,000 was added to Jaswant’s salary as an employee and recorded as part of her salary for payroll purposes. In her email to Abdullah dated 16 August 2017 Jaswant recorded that she had already sent the P32 entries to AMS. I consider it highly unlikely that she would have put this sum through the payroll or provided the figures so promptly to AMS if Dr Rathor had not authorised it.

Further, Dr Rathor had alerted Yasin of AMS to her concerns about the level of Jaswant’s salary in her email dated 2 April 2017. I find it equally unlikely that Yasin or Abdullah would not have spotted or queried an increase in salary of £10,000 if it had not been authorised by Dr Rathor.

I reject Dr Rathor’s evidence that that AMS only alerted her to these payments in October 2017 and that she then stopped them. She accepted that she saw the payments to Jaswant and Sareet in April, June and July 2017 but could provide no explanation for her failure to challenge them at any time before 2 October 2017.

Indeed, as soon as the draft 2017 Accounts had been prepared by AMS Dr Rathor sent them to Rishi and relied upon them herself to raise mortgage finance. In the draft 2017 Sole Trader Accounts AMS recorded staff salaries of £210,542 and total staff costs of £359,360. She did not challenge this figure either.

Further, although Dr Rathor complained about Jaswant’s monthly pay when she sent the email to Yasin on 2 April 2017, her response was not to challenge

Dr Rathor did not call Yasin to give evidence. But I find on a balance of probability that he responded to that request by advising Dr Rathor to take a dividend of £80,000 out of Natio and that the most efficient tax treatment was to distribute the money to Ranwant rather than to Dr Rathor herself. I also find that Dr Rathor agreed to the bonuses not only as a reward Jaswant and Sareet for the financial performance of the combined practice but to avoid any argument about her taking so much cash out of Natio.

I also find that on a balance of probabilities that Dr Rathor authorised Jaswant and Sareet to take their bonuses over a five month period because Natio did not have the cashflow to sustain withdrawals totalling £100,000 in April and May 2017. By the end of May 2017 the balance on the Natio Account had been reduced to £32,274.85. The rent spreadsheet dated 4 October 2018 (which Dr Rathor produced) showed that Dr Rathor had failed to pass through rent of £48,561.72 to CHP in the year 2016 to 2017. Jaswant also relied on an email dated 10 July 2017 from Mr Dixon, the finance manager of CHP, requesting that the arrears be cleared.

I therefore dismiss this element of Dr Rathor’s counterclaim against Jaswant and this element of the Additional Claim against Sareet. It follows that I also reject Dr Rathor’s claim that Jaswant and Sareet would have continued to pay themselves an additional £2,000 per month after September 2017 if their fraud had not been detected. I return to this point in dealing with the claim against Sareet in relation to the long term increases in her salary.

In the light of these conclusions, it is unnecessary for me to address a number of subsidiary issues which Mr Jory and Ms Tromans raised about the tax treatment of the dividend paid to Ranwant and whether Dr Rathor was accurate in the presentation of her income to potential lenders. I also return to

I have found that Dr Ali remunerated Jaswant at £34 per hour for a 40 hour week through Salus and that this salary was carried over to Natio. This accounts for her monthly salary of £5,909.20 from September 2014. I have also found that in December 2014 Jaswant agreed to reduce the amount she received on the payroll from 40 hours to 30 hours and to take 10 hours of her paid as self-employed remuneration. This accounts for the salary fluctuations in December 2014 and February 2015. Finally, I have found that Dr Rathor authorised a bonus of £10,000 which accounts for the increase in salary in May 2017.

Accordingly, the only remaining issue in relation to Jaswant’s salary is whether Dr Rathor authorised an increase in her hourly rate from £34 to £40 in November 2016 as a temporary form of partnership drawings. I find that Dr Rathor authorised that pay increase for the same reasons. She was fully aware of Jaswant’s monthly pay from 2 April 2017 onwards, neither she nor AMS challenged those figures and she approved the staff costs and salaries in the

I have also found that Dr Ali remunerated Sareet at £22 per hour through Salus and that this salary was carried over to Natio. This accounts for her monthly salary of £3,823.60 from September 2014. In cross-examination Sareet gave evidence that Dr Rathor agreed to a number of subsequent pay increases for the following reasons:

Dr Rathor disputed all of these pay rises. In paragraph 102 of her first witness statement she relied upon the comparable salary of £25,800 paid to Ms Bradbury. She also relied on the evidence of AMS about comparable salaries. In their closing submissions, Mr Hood and Mr Saunders also placed significant reliance upon the findings of the Employment Tribunal which found that the two increases from £27 per hour to £30 per hour and from £30 per hour to £34 per hour had not been authorised.

There was also a dispute between the parties about the amount of Sareet’s annual salary paid through the payroll when she was suspended and then dismissed. Sareet’s case was that her annual salary was £80,910.40. This was based on a gross monthly salary of £5,909.20 x 12 = £70,910.40 plus a bonus of £10,000 paid over 5 months.

Dr Rathor submitted that I should approach Sareet’s salary on the basis that she and Jaswant would have continued to pay themselves £2,000 more per month if their fraud had not been discovered and they had not been dismissed

In support of her case Dr Rathor relied upon a credit card application which was found on Sareet’s computer. The metadata showed that Sareet had created this document on 7 August 2017 and in the application Sareet stated that her annual income before tax was £94,910. Sareet’s evidence was that this included rental income as well as her salary. It was put to her that it was an extraordinary coincidence that her salary and the rental income added up to £94,910 exactly:

Having heard the evidence of Sareet, Dr Rathor and Ms Grewel, I prefer

I have already found that in the course of preparing the 2015 Accounts Mr Fonseka took Dr Rathor through at least one monthly P32 for the purposes of approving those accounts. I have also found that Dr Rathor approved the individual payments of £2,100 to Sareet between October 2014 and March 2015.

In the light of those findings, I also find that Dr Rathor was aware of the monthly salary which Sareet was receiving between January 2015

I have also found that Dr Rathor was aware of Sareet’s salary in April,

If Dr Rathor had not agreed and authorised all of Sareet’s pay increases I have little doubt that Dr Rathor would have challenged those figures and refused to sign or approve the 2016 Accounts or the 2017 Accounts.

I also accept that the 2016 CQC Quality Report contained impressive findings for the combined practice which were not repeated in the 2019 report. Although I will not set out details of the work which Sareet performed, I am satisfied that Sareet made a material contribution to the findings in that report and that these findings provided reasonable grounds to award her a pay rise of £3 per hour in August 2016. I also agree with the finding made by the Employment Tribunal that a small rise to take account of inflation in March 2016 was unremarkable: see [48].

Finally, I reject Dr Rathor’s evidence that the appropriate comparable for Sareet’s salary was the salary which she had paid to Ms Bradbury as practice manager of the Allenby Clinic. The obvious comparable was the salary which she had agreed to pay Ms Grewel who had originally replaced Sareet on a temporary basis and then replaced her on a permanent basis. Dr Rathor provided no explanation for her failure to put this evidence before the Court either on the summary judgment application or at trial.

It is striking that the Natio bank statement records that in September 2017 Sareet was paid a net salary of £4,655.59 compared with Ms Grewel’s salary of £4,647 in December 2017. It is also striking that Ms Grewel accepted that this was equivalent to a gross salary of £84,000 per annum. Dr Rathor had every opportunity to put Ms Grewel’s payslips before the Court to demonstrate that this figure was inaccurate (and could even have done so in re-examination). But she did not. I therefore find that this was the level of Ms Grewel’s annual salary when she replaced Sareet.

If Dr Rathor was prepared to pay the practice manager for the combined practice £84,000 in December 2017, I can see no reason why she would not have been willing to pay the practice manager £62,568 in August 2016 and £70,910.40 in November 2016 (and also a bonus of £10,000 in May 2017) and for this reason too I find that she agreed to do so.

I turn now to the findings of the Employment Tribunal. The tribunal found that

Dr Rathor called Ms Grewel to give evidence before the tribunal. She accepted that her contract of employment was put in evidence but that she did not tell the tribunal how much she was actually being paid. It is likely that the tribunal would have reached a different conclusion if they had known that Ms Grewel was being paid £84,000 per annum.

Dr Rathor did not disclose to the tribunal Yasin’s email dated 2 April 2017 or any of the emails passing between herself and AMS and Rishi between May and August 2017. Indeed, the tribunal was told the following (at [42]):

It is clear that the tribunal appreciated the significance of both the 2016 Accounts and the 2017 Accounts to the issue before them and expected it to be the subject of evidence. Dr Rathor did not call AMS to give evidence and it is not clear to me how the tribunal came to be told that AMS had only produced draft accounts on 13 November 2017 (although this was consistent with the evidence in paragraph 69 of Dr Rathor’s first witness statement which I have rejected).

Whatever the explanation, the tribunal was not told that AMS had sent the signed 2016 Accounts to Dr Rathor by 23 May 2017 and final drafts of the 2017 Accounts to her by 22 August 2017 or that neither she nor AMS had raised any concerns about the level of Sareet’s salary. It seems likely that the tribunal would have reached a different conclusion if they had been provided with this information and if Dr Rathor had given disclosure of the emails passing between herself, AMS and Rishi.

Finally, I should make it clear that I have reached the conclusion that Dr

In my judgment, however, the most likely explanation for this document is that Sareet inflated her salary to obtain credit by annualising the gross salary on her most recent pay slips (which she could show to potential lenders). Whilst this was no doubt discreditable, it does not affect my conclusions on those two issues.

Moreover, I consider that the overall weight of the evidence on both on those and other issues was in her favour and against Dr Rathor. In particular, I am satisfied that Dr Rathor did not give truthful evidence in paragraph 69 of her first witness statement when she said that AMS had only alerted her to the bonus payments that in October 2017.

For these reasons I find that Dr Rathor authorised Sareet’s pay increases and dismiss that element of her counterclaim against Jaswant (who is alleged to have been responsible paying staff wages, liaising with payroll providers and for production of payslips). I also dismiss that element of the Additional Claim against Sareet.

I have already found that Sareet is not bound by an issue estoppel because the same relief was claimed against Jaswant in relation to both the bonus and the two pay rises in August and November 2016. But if that conclusion is wrong, it is also my conclusion that the material upon which I have relied in making my findings in relation to those issues was new material which Sareet could not with reasonable diligence have adduced before the Employment Tribunal. I reach this conclusion for the following reasons.

In making my findings I have relied on Dr Rathor’s email to Yasin dated 2 April 2017, the bank statements for the Natio Account, the 2016 and 2017

It is clear from the Employment Tribunal’s judgment itself that Dr Rathor did not disclose these documents in those proceedings even though paragraph 8 of Guidance Note 2 of the Employment Tribunals Presidential Guidance – General Case Management imposed an obligation to disclose any relevant document in her possession. In their closing submissions Mr Jory and Ms Tromans pointed out that all of the documents upon which I relied were not disclosed in these proceedings until after 2 September 2019 and then pursuant to court orders: see paragraphs 11(vi), 340 and Schedule 1. Mr Hood and Mr Saunders did not dispute this in their reply submissions.

Even now Dr Rathor has not disclosed any documents relating to the level of

In my judgment, it was not reasonable to expect Sareet’s legal team to have obtained disclosure of documents which Dr Rathor failed to disclose until about a year later in these proceedings. It was not reasonable either to expect them to challenge Ms Grewel’s evidence about the terms of her contract or to establish the true level of her pay without (at the very least) access to the bank statements for the Natio Account. Accordingly, I am satisfied that Sareet is not bound by an issue estoppel in relation to the finding in the Employment Tribunal’s judgment at [50].

Dr Rathor also counterclaimed again Jaswant for £94,218.50. She claimed that Jaswant wrote 32 unauthorised cheques to herself, Gurdarshin and Sareet between 17 April 2015 and 10 May 2017: see Schedule E. Jaswant accepted that she wrote those cheques but gave evidence that she did so with the authority of Dr Rathor and to repay sums which she had advanced to Dr Rathor.

In cross-examination Jaswant accepted that the explanations which she gave to Mr Fonseka and AMS for these payments were untrue. For instance, in relation to cheque no. 55 and no. 56 she gave the following evidence:

Jaswant suggested that this improved the fiscal position of the combined practice because it did not have to pay employer’s national insurance contributions or PAYE or pension contributions on these sums. Mr Hood suggested to her that this was a very marginal benefit for taking the risk of lying to Dr Rathor’s accountants. He also pointed out that she was giving up her own pension entitlements. She said that she had given no thought these matters. But she did say that Sareet was not happy with the way in which these bonuses had been paid and insisted that they should be paid through PAYE in the following year.

Jaswant gave a number of other reasons why Dr Rathor asked her to lie to the accountants in relation to other cheques. She said that Dr Rathor wanted to make payments in cash to her builder and that she wanted to treat the payments as expenses of the combined practice. For instance, it was her evidence that Dr Rathor made payments of approximately £55,000 to her builders using this method:

Jaswant’s evidence was that she wrote seven of the cheques totalling £22,850 (cheques 17, 30, 31, 38, 40, 41 and 42) to reimburse herself for payments which she made to pay for building works to Laburnum Grove on Dr Rathor’s behalf. It is clear from the documents that Jaswant did make payments on Dr Rathor’s behalf and that Dr Rathor did reimburse her for those payments from her own bank account. The real issue between the parties was whether any of the cheques drawn on the Natio account were legitimately used for that purpose.

This answer to this issue largely turned on two subsidiary issues, however. First, there was a dispute between the parties over the total cost of the works. Secondly, there was also a dispute between the parties over how much Dr Rathor paid directly to the builder herself out of her own bank accounts and how much Jaswant paid (and then repaid herself out of the Natio Account).

In paragraph 127 of her first witness statement Dr Rathor stated that in early 2015 she received £35,259 from the sale of 423 Allenby Road. She produced an estimate or quotation from a company called iDream Construction (“iDream”) for £34,500 (dated 3 August 2014) and she stated that the proceeds of sale covered all of those works apart from some additional works for a few thousand pounds (including a bathroom) which were covered by her drawings in the usual way. In cross-examination it was put to her that she had not provided any receipts or invoices and she said that she did not have them.

Mr Jory produced a schedule of building costs which came to a total of £56,266 (plus bathroom fixtures and fittings) which he put to Dr Rathor. I deal with each item in the schedule in turn:

£34,500: This was the original estimate from iDream to which Dr Rathor had referred in her witness statement. There was therefore no issue about it.

£850: The estimate also quoted an additional £850 for structural steel calculations and loft planning drawings which Dr Rathor accepted.

£2,750: The estimate also quoted an additional £2,750 for “Refurbish old bathroom, fit new tiles, new bath, wc etc.” However, it did not include the actual costs of the bathroom fittings themselves. Again, Dr Rathor accepted this figure.

£6,600: Dr Rathor’s bank statement for her personal every day saver account at Barclays (no. 73133710) showed a payment of £4,600 dated

£6,375: Dr Rathor’s bank statement for her every day saver account at Barclays also showed two payments of £3,625 dated 8 July 2015 and £2,750 dated 22 July 2015 to a company called Building Masters Ltd. After some hesitation Dr Rathor finally accepted that both payments had been made to that builder.

£2,466: Jaswant produced a delivery note and a credit card statement showing that she paid this sum to Al Murad DIY Ltd for tiles to Laburnum Grove. In paragraph 119 of her second witness statement Dr Rathor did not accept that Jaswant made this payment although in cross-examination she finally conceded that she was with Jaswant when she made the payment. She did not explain how she repaid Jaswant.

£2,725: Jaswant also produced a text message which she had sent to Dr

Bathroom fixtures and fittings: Mr Jory’s schedule did not include a figure for bathroom fixtures and fittings. But in cross-examination Dr Rathor accepted that she paid about £8,000 or £9,000. She also claimed to have the receipts although she did not produce them.

I reject Dr Rathor’s evidence that the proceeds of sale of 423 Allenby Road were sufficient to cover the cost of the building works apart from a few thousand pounds for the bathroom. In the event, she accepted all of the payments in Mr Jory’s schedule apart from the payments to Pardeep. Even then, she accepted that she had paid him about £3,000 rather than £6,600.

I find that Dr Rathor paid the full £6,600 for those wardrobes and I do so in reliance on the bank statements for her every day saver account. They provide a clear record of the amounts which Dr Rathor had agreed to pay. Pardeep would have submitted invoices or requests for payment to her and she authorised the payments from that account to Jaswant to pay him. If there had been any real doubt about this issue, she could have resolved it easily by calling Pardeep or asking him to confirm in writing the amounts paid.

I find, therefore, that Dr Rathor spent a total of £64,266 on the building works.

It is common ground that on 19 May 2015 £35,259 was paid into Dr Rathor’s Metro account. It is also common ground that on 3 June 2015 and 10 June 2015 £6,700 and £28,000 was paid out in cash and on 10 June 2015 Dr Rathor paid £28,000 into her children’s savings account. Dr Rathor and Jaswant both

On 29 May 2015 Dr Rathor forwarded a text from her builder, Cham, to Jaswant in which he complained that she had not kept to the agreed payment terms. Jaswant replied in two texts stating: “We gave him £5,000 on wed. He has taken £7,500 already. I think he is taking the cake. Also on wed we will give him another £3,000. That will be the third of the money.” Dr Rathor was unable to explain where the money came from to make these payments:

I cannot remember. All I know is that is the money which has come from my money.

Mr Jory then reminded Dr Rathor that she had brought fraud proceedings against Jaswant and reported her to the fraud squad of the Metropolitan Police (and I add in parenthesis that her witness statement to the police contains the charge that not one of the cheques in Schedule E were written with her authority). This exchange then took place:

To my knowledge, all the money which I paid towards my building work – it was my money.

In paragraph 145 of their closing submissions Mr Hood and Mr Saunders carried out a meticulous exercise to demonstrate that Dr Rathor made rolling contributions to her builder of £42,466. I am willing to accept that this is an accurate figure. However, this still leaves a balance of £22,000 which is very close to the figure of £22,850 which Jaswant claimed to have paid on Dr Rathor’s behalf and which Dr Rathor could not (and did not attempt to) explain.

I accept Jaswant’s evidence that she paid Dr Rathor’s builder in cash and for the reasons which she gave. Her exchange of text messages with Dr Rathor on 29 May 2015 provided direct support for this evidence and Dr Rathor could not explain where those funds came from. I am also satisfied that Dr Rathor reimbursed Jaswant for the payments which she had made, initially by paying her directly, and then by authorising her to draw cheques on the Natio Account.

I reject Dr Rathor’s evidence that she made the initial payments of £15,500 to the builder herself and that she paid the balance of £22,000 herself. She was unable to explain where she got the money to do so. Moreover, when she finally accepted that Jaswant had paid Al Murad DIY Ltd for tiles she did not explain how she repaid Jaswant. I find that she repaid Jaswant by authorising her to take the funds out of the Natio Account. I conclude therefore that Dr Rathor authorised Jaswant to write cheque nos. 17, 30, 31, 38, 40, 41 and 42.

It is also Jaswant’s evidence that she wrote another seven cheques totalling £30,938 (cheque nos. 52, 59, 60, 67, 68, 69 and 70) to repay an advance of £31,000 which Jaswant and Gurdardshin made to Dr Rathor in 2016. In the table in paragraph 200 of her first witness statement she gave the following evidence:

In her second witness statement Jaswant clarified the position. She made it clear that she made the advance in India in rupees and that Dr Rathor paid her back in sterling in the UK. In paragraph 33 she said: “I did not say that she would receive it in the UK and then take it to India and she knows that this was not the arrangement. The money was delivered to Dr Rathor’s family as and when it was needed over this period.”

In examination-in-chief Jaswant corrected her first statement by stating that the amount of the advance was £31,000 not £33,000. In cross-examination she stated that £3,000 of the money had been advanced to Dr Rathor in England and £28,000 in rupees in India and that nothing was put in writing. She also stated that the initial agreement had been made in April 2016 although she tentatively suggested that she made the initial advance of £3,000 to Dr Rathor in August 2016. She gave the same explanation for Dr Rathor’s instructions to reimburse herself out of the Natio Account:

In his second witness statement Gurdarshin gave evidence that his father died in India in February 2016 and he sold some land there. He said that Jaswant asked him to give about 33 lakhs to Dr Rathor’s family and that her brother and a friend picked up the money in Moga in the Punjab. In cross-examination he gave more detail about the handover of the money.

In her second witness statement Dr Rathor denied that any of this happened. She she said that the only work which she had carried out to Rathor Villa was to replace a door which had been damaged by insects and that a relative paid for this (and that she repaid them).

Dr Rathor relied on a photograph of the property to which I was taken. It was a badly exposed photograph of the front of the property from which it was impossible to tell anything about the condition of the property. In crossexamination she accepted that it would have been very easy to instruct a surveyor to prepare a report to demonstrate that it was in a dilapidated state. But she also accepted that she had held her 25^th wedding anniversary at the property in 2013 and that she had both photographs and architect’s drawings on her phone. When she was asked why she had those plans drawn up she gave this explanation:

As I said, that was just done by my brother-in-law and his friend. So it was a large work and I would have not agreed to it.

Dr Rathor also accepted that the photographs of the property and the drawings were still on her phone (although a different phone) and that she had an album and a video. She was then taken to a text message which she sent to Jaswant on 24 June 2016 in which she stated: “Hope you’re well You said that there may be some money for me for the house Let me know how much and when Thanks”. She said that she could not remember the house to which she was referring but denied it was for her house in India. Ultimately, she gave the following explanation for the text:

I need my own money for the deposit.

In their closing submissions Mr Hood and Mr Saunders drew my attention to a number of inconsistencies in the evidence of Jaswant and Gurdardshin. They pointed out that cheque no. 52 was dated 13 May 2015 and that Jaswant had written cheque no. 59 and no. 60 before the first payment which she claimed to have made to Dr Rathor in August 2016. They also pointed out she corrected the amount which she claimed to have advanced to Dr Rathor at trial and said in oral evidence for the first time that she had advanced £3,000 in England to Dr Rathor. They also criticised Gurdarshin for the confusion in his evidence about the timing of the partnership and a correction which he made to his witness statement. I accept those criticisms of their evidence.

Mr Hood and Mr Saunders also submitted that the amount which Jaswant claimed to have advanced Dr Rathor for the works to Rathor Villa included the two additional sums in paragraphs 201(c) and (d) of her first witness statement. However, I do not accept that submission. I have read and re-read those paragraphs carefully and I take the view that this submission may involve a misreading of the witness statement and that Jaswant was referring to spending money which she Jaswant provided to Dr Rathor a year later. Furthermore, the point was never tested in cross-examination and Jaswant given an opportunity to answer it.

On the other hand, I found Dr Rathor’s evidence unsatisfactory on this issue (as on many others). She could easily have obtained a surveyor’s report to make good her evidence about the condition of the property at a relatively low cost or asked a relative to take pictures of it and put a short statement before the Court. Equally, she could have disclosed her own photographs of the property and the architects’ drawings or even just the album.

I did not accept her explanation for the architect’s drawings which she showed to Sareet either. The suggestion that a friend of a relative would have made these drawings without her instructions or authority (far less without being paid) struck me as implausible and the obvious explanation was that she was showing Sareet the modifications and improvements which she planned to carry out to Rathor Villa.

I have to decide between these two unsatisfactory accounts. I am not satisfied that either party gave me a complete and candid explanation; but in the event I take the course which the parties urged me to do, which was decide the issues by reference to the contemporaneous documents where possible. It is clear that in her text dated 24 June 2016 Dr Rathor was asking Jaswant to lend or advance her money for “the house”. The only house to which she could possibly have been referring was Rathor Villa and she could not provide a credible alternative. On the basis of that text, I accept Jaswant’s explanation for the cheque payments and I find that Dr Rathor authorised her to write cheque nos. 52, 59, 60, 67, 68, 69 and 70.

It is also Jaswant’s evidence that she wrote another seven cheques totalling £14,228 (cheque nos. 62, 44, 46, 47, 50, 64 and 67) to repay funds which Jaswant had provided to Dr Rathor for her son Ranwant. In the table in paragraph 200 of her first witness statement she gave the following evidence about these payments:

When Jaswant was taken to cheque no. 62 and no. 50 (and also no. 43 which I consider later), she accepted that she had given a false explanation for these payments to AMS. She told AMS that cheque no. 62 and no. 50 were for locum payments (and no. 43 was for Railex Cabinets).

Jaswant was also taken the bank statements for the Natio Account which showed that on 6 October 2016 a transfer of £2,000 was made directly to Ranwant’s account (i.e. a few weeks after Jaswant had written cheque no. 62 and no. 44 to herself). In closing submissions Mr Hood and Mr Saunders drew this to my attention. They also showed that there was a very similar pattern for cheque no. 46 and no. 50. It is clear, therefore, that payments were made directly to Ranwant at about the same time as Jaswant wrote the disputed cheques to herself.

Dr Rathor denied that she had ever asked Jaswant to give her cash for

In cross-examination, it was put to Dr Rathor that her son had gone to the

In relation to cheque no. 44 Dr Rathor also accepted that Jaswant had paid Ranwant £2,000 in cash in response to a text message from him but asserted that she made the payment from the Natio Account:

When it was put to her, however, Dr Rathor did not accept that she authorised Jaswant to reimburse herself by writing a cheque on the Natio Account. It was also suggested that it was very convenient for her to ask Jaswant to provide funds in this way:

It seems to me that the first issue which I have to decide is whether Jaswant actually made payments in cash to Dr Rathor or to Ranwant. Dr Rathor’s case

In cross-examination, however, Dr Rathor accepted unequivocally that Jaswant made a payment in cash of £2,000 to her for Ranwant on or about 24 September 2015. Moreover, this was only two weeks before she made a bank transfer to him of £2,000. I accept Jaswant’s evidence that she made this payment to Dr Rathor. I also accept her evidence that she made other payments in cash to Dr Rathor.

It also seems to me that the second issue which I have to decide is whether there was a significant difference between the amount which Jaswant claimed to have given Dr Rathor in cash for Ranwant’s university fees and the amount of those fees. In relation to this issue, I have no doubt that Dr Rathor’s evidence was untruthful and that when she was caught out in a clumsy lie, she embroidered a story about obtaining a concession for him to pay the fees of domestic students. She could easily have produced a statement of account (as she accepted) which would have shown the university at which her son studied and the amount of his fees. It might also have revealed whether he had paid those fees in cash.

I accept, therefore, Jaswant’s evidence in relation to the payments to Ranwant and reject Dr Rathor’s evidence. I find that she authorised Jaswant to write cheque nos. 62, 44, 46, 47, 50, 64 and 67 to reimburse herself for cash which she had given to Dr Rathor to pay Ranwant’s university fees and his living expenses.

I deal now with the remaining cheques individually and in order. I deal with cheque nos. 19, 48, 55 and 56 last because they were the most problematic. In relation to cheque no. 19 Jaswant’s evidence was that she spent £49.76 at the post office for the surgery and gave the balance of £200 in cash to Dr Rathor, who authorised her to write a cheque for this sum to herself on the Natio Account. Jaswant’s explanation was not challenged in cross-examination and when Dr Rathor was cross-examined, she accepted that she had no involvement with the post and that Jaswant went to the post office as the practice’s business manager.

Although the sum in issue is small, again it seems to me Dr Rathor should have taken steps to investigate Jaswant’s explanation before making an allegation of fraud. She could give no positive evidence that Jaswant’s account was untrue and I therefore accept that she spent £49.76 at the post office on behalf of Dr Rathor and gave her the balance in cash. I also accept that Dr Rathor authorised her to write a cheque no. 19 for £200 from the Natio Account.

Jaswant’s evidence was that she spent £418.75 on a party at the Park Grand, £431.64 on doors from Todd Doors and £204 at Screwfix on Dr Rathor’s behalf. It was also her evidence that she went through her credit card statement with Dr Rathor and they agreed that Dr Rathor owed her £1,900 and that Dr Rathor told her to write a cheque to herself on the Natio Account for this sum.

Jaswant produced documents to evidence all of these payments. She produced an email dated 29 June 2018 confirming that the Park Grand London Heathrow had received a credit card payment from her for a party for 15 people for Dr Rathor. She also produced a credit card statement showing that on 13 July 2015 she paid £415.75 to the Grill at the Park Grand and that on 15 July 2015 she had paid £431.64 to Todd Doors Ltd and £204 to Screwfix Direct in Yeovil. She was not asked about any of these documents in crossexamination but was taken only to an estimate from Todd Doors.

In cross-examination Dr Rathor accepted that the payments to Todd Doors Ltd and Screwfix related to her own building works. However, she continued to deny that she had authorised the cheques and objected that Jaswant should never have used her own money and then written cheques to repay herself out of the Natio Account (although she finally accepted that Jaswant was entitled to have that money back).

I accept Jaswant’s evidence in relation to cheque no. 43. I also reject Dr Rathor’s evidence that she did not know that Jaswant was using her own credit card to pay for these items or that she would have objected at the time. I find it implausible that Jaswant and Dr Rathor would not have discussed how Jaswant was to be repaid before she settled bills exceeding £1,200 on Dr

Jaswant’s evidence was that she gave £6,500 in cash to Dr Rathor to enable her to pay Mr and Mrs Mall, a couple who provided domestic services. She produced a text dated 15 October 2016 from Dr Rathor stating: “Thanks for the money”. It was Jaswant’s evidence that in this text Dr Rathor was referring to this sum.

In paragraph 80.4 of her second witness statement Dr Rathor described this claim as “ridiculous” and in cross-examination it was put to Jaswant that Mr and Mrs Mall came on a Saturday and charged £100 per day. In crossexamination Dr Rathor accepted that she had no documentary evidence of what she paid them but she accepted that they did all her cleaning, cooking, gardening and ironing.

Dr Rathor was then taken to a bank statement for her Premier account no. 03583597 showing that on 15 December 2017 she paid £1,500 to Mr and Mrs Mall. She was asked about this payment:

I accept Jaswant’s evidence that she gave £6,500 to Dr Rathor to pay Mr and Mrs Mall. I find it implausible that two people would have done all of Dr Rathor’s cleaning, cooking, gardening and ironing on one day a week for £100 between them. I am prepared to accept that Dr Rathor paid them in cash as she did her builders. But I would have expected her to produce some record of how much she paid them and over what period. She or her solicitors could also have asked them to confirm this. I find, therefore, that she paid them £1,500 per month and that Jaswant advanced her £6,500 to pay off the arrears which she owed them. I also find that Dr Rathor authorised her to write cheque no.

It was Sareet’s evidence that in May 2017 Jaswant wrote a cheque to her for £1,000 to repay her for £1,000 in cash which she had lent to Dr Rathor to give Ranwant when he was going back to university. In cross-examination it was put to her that this was just a convenient explanation and she could not explain why she was repaid by cheque rather than bank transfer.

In the final bullet point of paragraph 145 of her first witness statement Dr Rathor gave the following evidence about this cheque:

In closing submissions Mr Jory drew attention to the fact that Jaswant had written two cheques to Sareet on the Natio Account which Dr Rathor did not challenge. The first was the cheque for £4,000 to repay Sareet for the money which she had lent Dr Rathor to enable her husband to repair his car (which I have considered above). The second was cheque no. 63 for £1,800. Sareet’s unchallenged evidence was that she bought two ipad pros for Dr Rathor in the USA for Christmas 2015 and she was given a cheque for £1,800 before she went.

It is difficult to know what to make of Dr Rathor’s written evidence about cheque no. 71. The point which she made was that Sareet’s delay in cashing the cheque was suspicious. But she also displayed a detailed understanding of the movements on the Natio Account when that cheque was written. I have found elsewhere that Dr Rathor was aware of the movements and transactions on the Natio Account in April and May 2017. I have also found that she was prepared to borrow substantial sums from Jaswant to fund her son’s university fees and living expenses. If she had not authorised cheque no. 71 she could have been expected to challenge it immediately or to raise the matter with AMS.

Moreover, it is clear from Sareet’s unchallenged evidence that Dr Rathor was prepared to borrow substantial sums from her as well as from Jaswant and also to repay her out of funds in the Natio Account. I therefore accept Sareet’s evidence that she lent Dr Rathor £1,000 to give to Ranwant to go back to university and that Dr Rathor authorised Jaswant to write cheque no. 71.

Jaswant’s evidence is that she advanced £2,500 in cash to Dr Rathor to take to Japan as spending money and that when Dr Rathor returned she asked Jaswant to write a cheque on the Natio Account to herself. In cross-examination Dr Rathor recalled that she had ordered money online. When she was asked to explain why she had not produced the relevant documents, she said that she would have tried if it had been raised before.

In re-examination Dr Rathor was taken to the bank statement for her Premier account no. 03583597 which showed that on 9 April 2015 she made a cash withdrawal of £2,000 at the branch in Hounslow and a cash withdrawal of £300 at Heathrow airport. It also showed that on 14 April 2014 she made a payment of 909.65 by direct debit in Hong Kong. Prompted by these documents, Dr Rathor said that she had exchanged £300 at the airport.

Dr Rathor made a serious allegation of fraud against Jaswant and reported her to the Metropolitan Police. Jaswant also responded to that allegation by giving an explanation which called for an answer. In my judgment, if she intended to pursue this claim it was incumbent upon Dr Rathor to disclose any documents which might have been relevant to enable the Court to decide it. If she had ordered the funds online or bought currency with cash at the airport, she ought to have been able to produce evidence of the relevant transaction.

If this had been the only issue which I had to decide in these proceedings, I might have been prepared to accept Dr Rathor’s evidence that she bought currency using her own funds rather than borrow it from Jaswant. However, I have found on the evidence that Dr Rathor authorised Jaswant to write all of the cheques in Schedule E apart from cheque no. 18 and three others (cheque no. 48, no. 55 and no. 56) which I deal with below). In those circumstances I accept Jaswant’s evidence that Dr Rathor authorised her to write cheque no.

Jaswant’s evidence was that in February 2016 Dr Rathor asked her to advance her some spending money for a trip to Venice. It was also her evidence that she and Dr Rathor tallied up the amounts which Dr Rathor had borrowed from her in early March and they agreed a sum of £2,584. Finally, it was her evidence that Dr Rathor asked her to write a cheque for that sum on the Natio Account. In cross-examination Dr Rathor strongly denied this. However, she accepted that she had not looked through her bank accounts or credit card statements to show whether she withdrew sums in cash or how she paid for her trip.

Again, if Dr Rathor intended to pursue this claim it was incumbent upon her to disclose any documents which might have been relevant to enable the Court to decide it. As Mr Jory put it in cross-examination, this is one of those issues which I have to decide on the basis of the oral evidence of Jaswant and Dr Rathor alone. In the light of the other findings which I have made in relation to the cheque payments in Schedule E, I accept Jaswant’s evidence and reject the evidence of Dr Rathor and I find that Dr Rathor authorised cheque no. 48.

Jaswant’s evidence was that cheque no. 55 for £5,162 and cheque no. 56 for £4,900 were the bonuses which Dr Rathor agreed to pay her and Sareet respectively for the QOF and LIS payments in June 2016. As I have said above, Jaswant accepted that the payment descriptions which she gave to AMS for these cheques were false.

I have already indicated that I am not satisfied that the increases in QOF and LIS payments in 2017 justified the payment of a bonus. Again, if this had been the only issue which I had to decide I might well have found that Dr Rathor did not authorise this payment. However, given the findings which I have made on the evidence in relation to the cheque payments in Schedule E apart from cheque no. 18 and cheque no. 48, I accept Jaswant’s evidence that Dr Rathor authorised the payment of cheque no. 55 and cheque no. 56. It follows that I also dismiss Dr Rathor’s counterclaim in relation to the cheque payments in Schedule E.

In her first witness statement dated 7 June 2018 Dr Rathor gave evidence that in going back over the bank statements for the Natio Account she discovered two payments to Clinica London Ltd (“Clinica”) for beauty products. The first payment was made on 13 October 2016 for £1,135 and the second payment was made on 23 March 2017 for £1,060. It was also her evidence that she did not order, authorise or receive these products and that Ms Grewel had told her that they were delivered to her mother at Jaswant’s request. She also stated that “for completeness” she had previous treatments at Clinica in London.

In her first witness statement Jaswant gave evidence that Dr Rathor had booked a series of facial treatments at Clinica in London as a birthday present for her and that they both attended the sessions together. She did not dispute that she had made the payments for the products from the Natio Account and she confirmed this in cross-examination. It was initially suggested to her that Dr Rathor had never accompanied her to treatment sessions at Clinica but after taking instructions, the case which Mr Hood put to Jaswant was that Dr Rathor only accompanied her once.

When Dr Rathor was cross-examined she was taken to an entry on a bank statement for Aqua showing that on 10 July 2014 she had paid £100 to Clinica. She was also taken to an email dated 4 October 2017 from the

I accept Jaswant’s evidence that she ordered these products from Clinica on behalf of herself and Dr Rathor and with Dr Rathor’s approval. It seems to me highly likely that Jaswant would only have ordered such expensive products after she and Dr Rathor had attended Clinica and taken a course of treatment. I also accept Mr Jory’s submission that it is highly improbable that Jaswant or Sareet would have asked for these products to be delivered to the house of the mother of another employee if they were attempting to defraud Dr Rathor.

Further, if there had been any doubt about the propriety of these payments I would have expected it AMS to raise it during the preparation of the 2017 Accounts. I would also have expected either Dr Rathor or AMS to investigate the payments and to speak to Ms Grewel and her mother before taking it further. The claim in relation to these two payments was not added by amendment until 20 June 2019 (as Mr Jory pointed out to Dr Rathor).

I therefore reject Dr Rathor’s evidence that she did not authorise these payments. I also conclude that she was unable to explain satisfactorily when she first discovered that the products had been delivered to Ms Grewel’s mother because she had known all along that Jaswant and Sareet had arranged for them to be delivered there. I therefore dismiss this element of Dr Rathor’s counterclaim too.

In her first witness statement Dr Rathor also gave evidence that she did not authorise Sareet to order vitamins from Vitabiotics on 8 June 2017 for £224.35 and have them delivered to her home address. She also stated that she used none of the products and challenged Sareet’s explanation that the products were delivered to her home address because items had gone missing from the surgery.

The bank statements for the Natio Account show that on three other occasions the account was used to pay for products ordered from Vitabiotics. On 17 August 2016 a payment was made to Vitabiotics for £100.60, on 13 April 2017 a second payment was made to Vitabiotics for £166.30 and on 8 June 2017 a third payment of £301.60 was made to Vitabiotics. This third payment was made on exactly the same day as the payment which Dr Rathor claimed to be unauthorised.

In cross-examination Dr Rathor accepted that she and her husband took vitamins but said that she did not buy them online. When she was taken to the payment on 13 April 2017 she could not explain why she had not challenged it either at the time or even by the time of the trial.

In her first witness statement Sareet’s evidence was that there were a number of occasions on which items went missing from the surgery and Dr Rathor told her that she should arrange for deliveries to be made to her home. It was also her evidence that Jaswant told her to order the products from Vitabiotics and Boots (see below) for herself and Dr Rathor.

In cross-examination Sareet accepted that Dr Rathor had not instructed her to order them personally. At the disciplinary hearing on 30 October 2017 Sareet was asked whether she ever had items which she had ordered for Dr Rathor delivered to her home address. She was also asked whether she had ever purchased anything on the clinic’s account to be delivered to her home address. In both cases she denied that she had.

I have to balance the fact that Dr Rathor did not challenge any of the other payments to Vitabiotics (including one on the same day) against the fact that Sareet did not tell the truth about deliveries to her home at the disciplinary hearing. On balance I prefer Sareet’s evidence. I can find no reason why Dr Rathor would not have challenged the other three payments to Vitabiotics either before or during these proceedings if she had not authorised them and I find on the balance of probabilities that she also authorised Jaswant to instruct Sareet to order the products and make the second payment of £224.35 on 8 June 2017.

In her first witness statement Dr Rathor also gave evidence that she did not authorise Sareet to order specialist suncreams from Boots on 18 July 2017 for £123.70 and have them delivered to her home address. She accepted that the order related to products which she used but explained this on the basis that Sareet had asked her what products she used for her trips to India.

The bank statements for the Natio Account also show that on two other occasions payments were made out of the account to Boots. On 20 July 2016 (i.e. about a year earlier) the first payment of £145.13 was made and on 17 December 2017 a second payment of £169.25 was also made. In crossexamination Dr Rathor accepted that she had made a trip to India in January 2018. She also accepted that this second payment involved the purchase of sun creams for her trip although she qualified her answer by saying that she could not remember exactly what it was for.

Again, I have to balance the evidence of both witnesses and on balance I prefer Sareet’s evidence. I can find no reason why Dr Rathor would not have challenged the payment on 20 July 2016 if she had not authorised it and only Dr Rathor could have authorised the payment on 17 December 2017. The disputed payment and the other two payments related to the same products and were for a similar amount and I find on the balance of probabilities that Dr Rathor also authorised Jaswant to instruct Sareet to order the products and make the payment on 18 July 2017 for £123.70.

Jaswant dealt with the Vitality Health cover in her oral evidence. She was asked why no other members of staff had private health care and she said that in June 2016 Sareet had become quite ill and was taking time off to go to hospital. She said that Dr Rathor was concerned that it would be necessary for her to take so much time off and offered them private health care. She also said that the Vitality Health policy was much more reasonable in price than the BUPA policy.

In her first witness statement Sareet confirmed this. She said that she obtained a number of quotes and Dr Rathor authorised her to take out cover with Vitality Health because the cover was very comprehensive and the premiums for both policies (which were £357 per month at that time) were cheaper than for other policies. She also gave evidence that at the end of November 2016 Jaswant made a claim on the policy for an urgent operation.

In cross-examination it was suggested to Sareet that the documentation should have been sent to Taywood Road and a file kept there. It was also suggested to her that the cover was a benefit in kind which should have been declared for tax purposes. Sareet admitted that she did not know this or about benefits in kind more generally.

Dr Rathor’s evidence was that she did not authorise Jaswant and Sareet to take out private health cover with Vitality Health and she claimed to recover premiums of £2,747 for 2016 and £1,545.04 for 2017. In paragraph 44 of her first witness statement she stated that in August 2017 she became aware of the unauthorised payments to Vitality Health for the first time (when she also became aware of the payments for sun creams and vitamins). In paragraph 149 she stated:

When Dr Rathor was cross-examined about this issue she was taken to the bank statements for the Natio Account which showed that in August 2016 her monthly premiums were £419.69 and in October 2017 £456.62. When she was asked whether she paid tax on it as a benefit in kind, she did not know:

Mr Jory pointed out that a request had been made for disclosure of Dr Rathor’s tax returns and he repeated it again. Dr Rathor did not disclose her tax returns or call AMS to explain. Moreover, in their closing submissions Mr Hood and Mr Saunders did not provide any further information about the way in which Dr Rathor accounted for her BUPA premiums.

Dr Rathor was also taken to the evidence which she gave to Mr Pegg at

When it was suggested to Dr Rathor that she had not revealed the true cost of her BUPA policy, she said that it had to be split between the members of her family. When she was asked to produce the policy and show the breakdown between members of her family, she prevaricated and said she was not sure.

On this final issue I also prefer the evidence of Jaswant and Sareet to the evidence of Dr Rathor for the following reasons:

In dealing with the bonuses of £10,000 I have also set out the passage from her cross-examination in which Dr Rathor admitted that she saw

Dr Rathor also accepted that she saw the salary payments to Jaswant and Sareet on 29 March 2017 before she wrote to Yasin on 2 April 2017 (and I have set out the relevant passage in the same context above). The bank statement for the Natio Account shows that on 21 March 2017 payments of £128.78 and £228.97 were paid to Vitality Health. These entries were also immediately above the entry for the payment to Clinica of £1,060 on 23 March 2017 (which I have found that Dr Rathor authorised).

Mr Jory did not put these two entries to Dr Rathor and so I am cannot be satisfied that she was aware of them when she wrote to Yasin on 2 April 2017. However, I am satisfied that she knew about the monthly payments to Vitality Health between May and September.

I therefore reject Dr Rathor’s evidence that she only became aware of the Vitality Health policy in October 2017 and cancelled it then. I also reject her evidence that she only became aware of the payments to Vitality Health in August 2017.

I also reject Dr Rathor’s evidence that she thought that Jaswant was paying for the Vitality Health cover herself in November 2016. I find it wholly improbable that Jaswant would have asked Dr Rathor to treat her or refer her for specialist treatment in November 2016 if Dr Rathor did not know that the Vitality Health cover was being paid for out of the Natio Account.

I also reject Dr Rathor’s evidence that it was unknown in her experience for an NHS GP surgery to pay for private health cover and, by implication, that she would never have agreed to pay for private health care for Jaswant or Sareet or any of her employees. In her evidence to the disciplinary hearing she said that she would have been prepared to make a contribution to the cost of private healthcare and she admitted that again in cross-examination.

Finally, Dr Rathor’s evidence that she would have been prepared to pay £50 or £60 towards private health care on the basis that this is what she paid herself was disingenuous (to say the least). It was on this basis that she persuaded Mr Pegg that she had not authorised the payments. However, in cross-examination she had to admit that the total cost of her own BUPA cover was about £100 more than Jaswant and Sareet were paying, even though it extended to other family members.

In their closing submissions on behalf of Dr Rathor Mr Hood and Mr Saunders submitted that I should reject the evidence of Jaswant and Sareet because the policy documentation was not kept at Taywood Road and they did not pay tax on the premiums as benefits in kind. I reject that submission. Dr Rathor did not know whether her BUPA cover was treated as a benefit in kind. Moreover, Dr Rathor employed AMS as a specialist accountancy firm and there is no evidence that they gave any guidance on this issue to either of the parties.

Finally, I must deal with Dr Rathor’s motive for bringing the counterclaim and the Additional Claim. In the same way that it is not a legal requirement to establish a motive for deceit or a dishonest breach of fiduciary duty, it is not necessary to find a motive for a party to bring a dishonest claim. However, in the present case Dr Rathor made a raft of serious allegations against Jaswant and Sareet (all of which have failed). If there was no plausible motive for Dr Rathor to advance these claims, it is far more probable that she acted dishonestly in doing so.

As with most of the factual issues in this case, I was faced with a stark choice in relation to motive. Either Jaswant set out to commit a systematic fraud on her employer for financial gain almost from the beginning of her employment by Dr Rathor (after years of service with Dr Ali) or Dr Rathor brought a series of false claims against Jaswant either out of spite or in order to cover up her own misconduct (or a combination of both).

I have no doubt that a very close relationship developed between Dr Rathor and Jaswant over a relatively short period of time. Mr Hood and Mr Saunders submitted (and I accept) that Dr Rathor reposed significant trust and confidence in Sareet and Jaswant. Dr Rathor also agreed very generous packages of pay and benefits for them (and later did so for Ms Grewel). However, in the summer of 2017 that relationship broke down. It is unnecessary for me to determine the precise reasons for that breakdown. But it is likely that Jaswant’s refusal to lend her up to £90,000 to purchase Station Road was a significant reason.

Again, it is unnecessary for me to determine why Dr Rathor took action when she did. In their closing submissions Mr Jory and Ms Tromans submitted that I did not have to decide whether Dr Rathor had pre-signed the prescriptions which Sareet had photographed. Given the potential consequences for Dr Rathor, I accept that submission. But whatever her reasons were and whether it was panic or premeditated action, on 4 October 2017 Dr Rathor suspended Sareet and tried to suspend Jaswant. On the same day she asked Sareet to return her mobile phone and laptop and on 9 October 2017 the password to

I doubt very much whether Dr Rathor anticipated the Letter of Claim or that Jaswant would issue proceedings to enforce her rights as a partner. But once she had done so, Dr Rathor responded by bringing a series of claims against Jaswant and Sareet and making an application for summary judgment. In their closing submissions Mr Jory and Ms Tromans make the following submission about her motive:

They also submitted that she relied upon her status as a doctor in order to persuade the Metropolitan Police, the Employment Tribunal and the Court that she should be believed. Mr Hood and Mr Saunders submitted that these were poor motives for Dr Rathor to take the action which she did:

It would be an act of considerable imprudence for Doctor Rathor to summarily dismiss Jaswant, an individual harbouring knowledge of the details of a long-standing plot to defraud the revenue, who had been privy to the illegal purchase of goodwill, and with the inevitable consequence of a loss to Dr Rathor of half of her practice profits upon dissolution.

To dismiss Sareet, who held video and photographic evidence of the alleged unlawful mass signing of prescriptions for controlled drugs by Doctor Rathor would have been equally imprudent.

To take these steps as an act of petty spite for the failure by Jaswant to extend a further loan to assist the purchase of a second home by Doctor Rathor, in circumstances where a mortgage had in fact been obtained for this very purchase and was due to complete on 4 October 2017 would have been foolish in the extreme. When the court asks what possible benefit could flow from this act of petty revenge, the only sensible answer is that there could be no benefit at all.

The court is also, on Jaswant’s case, being asked to believe that Doctor Rathor would extend her retributive actions to informing the police of her complaints and thereby exposing her own longstanding criminality to close scrutiny. This is extremely improbable and ultimately untrue.

The contrasting narrative of a Doctor who had reposed her trust and confidence in two employees for the management of her own and her practices’ financial affairs and who had discovered an abuse of this trust and chose to suspend Jaswant and Sareet to permit a full investigation of their misconduct is vastly more compelling and likely. This narrative is borne out by the clear tone of surprise in Dr Rathor’s fractured and panicked correspondence with AMS following her discoveries.” 487. These are all strong points and well made. But in my judgment, Dr Rathor had a powerful motive both for defending the claim and for bringing the counterclaim and Additional Claim. She had to defend the claim to prevent Jaswant from revealing that she had paid £60,000 to purchase the goodwill of the Northolt Family Practice and once she had to defend the claim, she had to explain the payments of £2,900 per month to Jaswant. She instructed AMS to carry out a detailed review of her accounting records and based on their evidence she made series of claims against Jaswant and Sareet and reported them to the police. She then pursued those claims vigorously.

Sareet counterclaims for £4,813.80 on the basis that she is entitled to six weeks’ net pay based on her April 2017 payslip (which shows that her pay was £3,281.71. She accepts that she must give credit for the payment of £3,209.20 for one month’s salary. In closing submissions Dr Rathor did not dispute this claim (if the Additional Claim failed).

I will give Dr Rathor an opportunity to make further submissions in relation to this claim if she wishes to do so (particularly in relation to quantum). Subject to those submissions, I will give judgment to Sareet for £1.604.60. I leave it to the parties to agree interest (if possible).

The findings which Mr Jory and Ms Tromans ask me to make are: first, that

I have made a number of findings which may be relevant to the taking of the partnership account. In particular, I have found that from 1 July 2016 Jaswant received £2,400 per month (and the balance of £500) as partnership drawings rather than as repayment of the loan. I have also found that in December 2016 she received 10 hours per week of her pay as partnership drawings.

There may, however, be other issues which the Court may need to determine for the purposes of taking the account. I will hear from the parties on the form of any declaration and any further directions for the winding up of the affairs of the partnership. Although I have found that from December 2016 Jaswant was entitled to receive 30 hours of her pay as remumeration and 10 hours as partnership drawings, I have not dealt with how Jaswant should account for her pay between June or July 2015 and December 2016. Nor have I have dealt with Dr Rathor’s drawings from the two practices from June or July 2015 to date and how she should account for them.

I dismiss Dr Rathor’s counterclaim. I also dismiss the Additional Claim against Sareet. Subject to any further submissions on Dr Rathor’s behalf, I will give judgment to Sareet against Dr Rathor for £1.604.60. I will hear from the parties in relation to any further relief.