Trusts of Land and Appointment of Trustees Act 1996 (‘TOLATA’): Resolving partnership disputes

Resolving partnership disputes in highly regulated sectors.


Quist acted in a dispute between two doctors who invested in a substantial property: a purpose-built medical centre which had two GP practices running out of it and a large commercial property with numerous units.

The defendant argued that our client had promised to transfer his share once he retired. This case was strenuously defended, and the case stretched over three years.

The defendant subsequently wanted the medical centre to be sold on the open market while allowing both parties to bid for it. Alternatively the defendant sought an order for sale with a right of first refusal given to either party to purchase it at market value.

Our client’s position was that the claim should be dismissed, and the status quo preserved i.e. keep both established practices running as they were, with the commercial property being equally divided.

The law:

An application can be made under section 14 TOLATA by anyone who is a trustee of land or has an interest in property subject to a trust of land. TOLATA grants courts the power to make an order declaring the nature or extent of a person’s interest in the property.

The court must have regard to:

  • the intentions of the person or persons (if any) who created the trust,
  • the purposes for which the property subject to the trust is held

Thus, the court had powers to order the sale of land, direct a sale to a particular beneficiary or to order the physical partition of land.

Issues before the Court:

Under section 259 of the National Health Service Act 2006 there is a prohibition on sale of goodwill of a medical practice. Both GP surgeries had over 10,000 patients combined; any sale would naturally have goodwill attached to it. Therefore, a sale to either party was not a legal possibility.

A physical division of the medical centre was also not an option as costs were prohibitive and the process would disrupt patient care.


Quist’s robust representation enabled our client to withstand the defendant’s relentless and longstanding sustained efforts to lay claim to our client’s surgery and his interests in substantial properties.

The defendant engaged in a battle of attrition. His efforts were successfully and decisively defeated. Our client succeeded with his claim and recovered costs.