PCT powers in relation to contract changes

1
PCT powers in relation to contract changes

• Angela Moon
• PCC Associate

2
PCT Powers in relation to contract changes

• Partnerships - GDS PDS dissolution
• Incorporation
• Change in Control
• Novation
• Retirements
• Death
• PDS to GDS

3
Partnerships - GDS

• Individual forms a partnership Regulations allow
  this Schedule 3 Part 9, Reg 62
• Only change PCT may make is to reflect change of
  status from individual to partnership
• New partners joining an existing partnership
• Individuals Regulations expressly allow for
  minor changes (eg change of partner or
  retirement) in a partnership from time to time
• Company joining as one partner watch this space
  

4
Partnerships - PDS

• Individual forms a partnership
• agreement terminates
• PCT commissioning decision whether to offer new
  contract or agreement, and on what terms
• New partners joining an existing partnership
• Individuals ok
• Company joining a partnership watch this space

5
Dissolution of partnership GDS or PDS

• Contract terminates GDS Reg 63 allows contract
  to continue with one of the former partners in
  specific circumstances
• PCT options
• re-issue
• re-negotiate
• test the market!

6
Incorporation

• Incorporation is not a minor change and requires
  either a new GDS contract or PDS agreement that
  includes the specific provisions relating to
  DBCs.therefore the previous contract or
  agreement held will terminate by virtue of
  incorporation
• PCT options
• re-issue
• re-negotiate
• test the market!

7
Limited liability partnerships

• Legally, a LLP is a corporation not a partnership
• PCT must contract with an LLP as a DBC (or
  Qualifying Body if a PDS agreement)

8
Change in control

• For existing contracts, where a DBC is sold to,
  or merges with, another DBC, then the contract
  continues
• For new contracts, PCT can insert clause into GDS
  or PDS contract with a DBC, giving PCT option to
  terminate if there is a change of ownership
• Nothing in Regulations, so unclear whether
  insertion would be accepted by courts if tested
  but common in commercial contracts

9
Change in control

• If PCT terminates a contract due to change in
  control, must be able to show it has acted
  reasonably
• adequate justification for decision
• in line with policy
• consistent/transparent process
• consider market testing/consultation

10
Novation

• Used where both contracting parties agree
  proposals for sale/transfer to a 3rd party
• Allows existing contract to pass to a new
  provider
• All three parties must agree
• May avoid need to test the market BUT
• contract must be varied to reflect new holder
• technically this is a contract termination
  re-issue
• an opportunity to re-negotiate if significant
  
• variations needed then probably should
  market
• test anyway

11
Retirement

• Individual contracts Clause 12 of GDS contract
  or PDS agreement prohibits sale of goodwill
• Partnerships
• If a contractor takes 24 hour retirement, s/he
  effectively terminates his/her contract. PCT
  options
• re-issue
• re-negotiate
• test the market

12
Death individual contractor

• Contract ends 7 days after death, unless
• PCT agrees (before the 7 days are up) for
  contract to continue for up to 3 months (after 7
  days has elapsed) and
• The contractors personal representatives confirm
  in writing that they are engaging a dental
  practitioner(s) to provide dental services under
  the contract throughout the agreed continuation
  period

13
Death two handed partnership

• Contract continues with the surviving individual
• only if s/he is a dental practitioner and
• that individual must notify the PCT in writing as
  soon as is reasonably practicable of the death
• PCT must acknowledge receipt of the notice in
  writing
• only contract variation the PCT may make is to
  reflect the change in status from partnership to
  individual

14
PDS to GDS

• Contractor providing mandatory services has right
  to convert to a GDS contract, subject to giving
  notice to the PCT Part 6, Reg 21
• Unless agreed otherwise, the new GDS contract
  must be for the same activity and services