Rahman and Partners (a firm) v North Central London Integrated Care Board

The High Court dismissed the claimant's challenge to the defendant's termination of a General Medical Services Contract. The court held that the Integrated Care Board (ICB) was entitled to terminate the contract because it was satisfied that the claimant had failed to comply with the second and third remedial notices issued under the GMS contract (clauses 566–571) and that the decision to terminate was not Wednesbury unreasonable and was made in good faith. The judge analysed both limbs of Wednesbury unreasonableness (failure to take into account relevant matters / taking into account irrelevant matters, and a decision so unreasonable that no reasonable body could have reached it) and rejected the claimant's submissions that (i) the First-tier Tribunal's judgment bound the ICB, (ii) an issue estoppel arose, or (iii) the ICB had a closed mind.

The court also held that the PCCC (the committee charged with primary care commissioning decisions) had properly considered material before it and approved termination on the basis of failure to remediate the second and third remedial notices; the defendant could not, however, rely in these proceedings on alternative bases of termination (such as reliance on Clause 571 or a failure to remedy the first remedial notice) where the PCCC had not in fact decided on those bases.

The claimant, a partnership operating a general practice, sought declarations that the defendant's termination of its GMS contract was unlawful. The defendant had issued three remedial notices (7 April 2021; 11 May 2021; 15 February 2022) concerning CQC registration, clinical governance, infection control, QOF performance and related matters. After extensive engagement, CQC inspections and a period of caretaking, the ICB's Primary Care Commissioning Committee (PCCC) met on 13 December 2022 and approved termination; notice was given effective 22 May 2023.

Background and parties: The claimant ran the Charlton House Medical Centre. The defendant, an Integrated Care Board and successor to the local CCG, commissioned primary medical services and managed performance through its Primary Care Contract Team and the PCCC. Key contractual provisions included Clause 10 (good faith/reasonableness) and the remedial/breach/termination regime in Part 25 (clauses 566–572) of the GMS Contract (2004 template).

Nature of claim / relief sought: Declarations that termination was unlawful, ineffective or made in bad faith; the claimant challenged (inter alia) whether the defendant was entitled to terminate under clause 569 (failure to remedy), whether clause 571 (repetition / cumulative breaches) applied, whether the defendant had acted reasonably and in good faith, and whether procedural fairness requirements should be implied into the contract.

Issues framed by the court: (i) whether the defendant was satisfied that the claimant had failed to take the steps in the remedial notices and, if so, whether that decision was Wednesbury unreasonable or made in bad faith; (ii) whether the defendant could rely on clause 571 or on the first remedial notice as alternative grounds; and (iii) related questions about the legal effect of the First-tier Tribunal decision and any estoppel.

Reasoning and conclusions: The judge found on the facts that the defendant was satisfied the claimant had not complied with the second and third remedial notices and that the PCCC approved termination on that basis. Applying the two limbs of Wednesbury review the court rejected the claimant's list of matters said to have been omitted or irrelevant; the claimant had failed to show that the defendant took account of immaterial matters or neglected material ones. On the second limb, the claimant's responses to the remedial notices were analysed in detail and found to be defective or incomplete across many specific requirements (for example, absence of SMART action plans, absence of required audits, missing policies and evidential deficits on infection-control and premises matters). The court concluded that the ICB's decision was not irrational in the Wednesbury sense and that there was no evidence of predetermination or lack of good faith. The judge also rejected submissions that the First-tier Tribunal decision bound the ICB or gave rise to an issue estoppel. The court noted that the PCCC had not in fact decided termination under clause 571 or for failure to remedy the first remedial notice, and held the defendant could not rely on those alternative bases in these proceedings. The claim was dismissed.

The claim is dismissed. The court found that the defendant was entitled to terminate the GMS Contract because it was satisfied that the claimant had failed to take the required steps in relation to the second and third remedial notices; the decision was not Wednesbury unreasonable and was taken in good faith. The court further held that the PCCC had authorised termination on that basis and that the defendant could not rely on alternative bases (clause 571 or the first remedial notice) which the PCCC had not in fact decided on.