Neel v. Tenet Healthsystem Hospitals Dallas, Inc.

378 S.W.3d 597, 2012 WL 3643072, 2012 Tex. App. LEXIS 7213
CourtCourt of Appeals of Texas
DecidedAugust 27, 2012
DocketNo. 05-11-00342-CV
StatusPublished
Cited by21 cases

This text of 378 S.W.3d 597 (Neel v. Tenet Healthsystem Hospitals Dallas, Inc.) is published on Counsel Stack Legal Research, covering Court of Appeals of Texas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Neel v. Tenet Healthsystem Hospitals Dallas, Inc., 378 S.W.3d 597, 2012 WL 3643072, 2012 Tex. App. LEXIS 7213 (Tex. Ct. App. 2012).

Opinions

OPINION

Opinion By Justice MURPHY.

The trial court granted summary judgment in favor of landlord Tenet HealthSys-tem Hospitals Dallas, Inc., holding Michael Foster Neel, M.D., Leslie Skinner Wel-borne, M.D., and Live Oak OB/GYN, P.A. jointly and severally indebted to Tenet under a “Physician Office Space Lease.” [600]*600Neel and Welborne assign error to the trial court’s conclusion they are individually liable for the debt. Welborne and Live Oak also contend summary judgment was improper because they created fact issues on their mitigation and estoppel defenses. We resolve these issues against appellants and affirm the trial court’s judgment.

BACKGROUND

Live Oak is a Texas professional association, and Neel and Welborne are its sole members and officers. Live Oak entered into a five-year lease to rent medical office space from Tenet in Dallas, Texas. The lease identifies Live Oak as the tenant. Both Welborne and Neel signed the lease on lines designated for their signatures, as follows:

Tenant
Leslie P. Skinner, MD
Michael F. Neel, MD

The lease expired by its terms on June 30, 2006. According to Live Oak and Wel-borne, Tenet encouraged them during the term of the lease to relocate to new office space in Frisco, Texas, and promised to assist in finding a subtenant for the Dallas space. They also assert that Tenet promised to offer recruiting agreements to two new doctors to join Live Oak at the Frisco location. Neel does not join in these claims.

Live Oak relocated to Frisco and vacated the Dallas premises in July 2004. It stopped making lease payments on the Dallas lease after December 31 of that year.

Almost a year after Live Oak stopped making lease payments, Tenet wrote to Live Oak, Welborne, and Neel stating its intent to terminate the Dallas lease due to abandonment, effective midnight November 23, 2005. Two and a half years later, on May 22, 2008, Tenet again wrote to Live Oak, Welborne, and Neel claiming it had mitigated its damages by re-letting the premises for a period beginning February 20, 2006, and demanded payment of $87,329.30 for unpaid rent. That amount reflected a deduction of $26,602.07 for the rental period February 20 through June 30, 2006.1 Tenet’s demand for unpaid rent included an assertion Neel and Welborne, as members of Live Oak at the time the lease was signed, were jointly and severally liable for that rental amount under article 14.12 of the lease. Article 14.12 provides:

Each and every person, firm, corporation, partnership and association comprising Tenant (other than an officer signing on behalf of any corporation) shall be jointly and severally liable hereunder for the full and faithful performance of all conditions and covenants binding upon Tenant.

Two weeks after its written demand, Tenet sued Live Oak, Welborne, and Neel for past due rent, prejudgment interest, and attorney’s fees. It alleged Welborne and Neel, as members of Live Oak at the beginning of and during the lease period, were persons “comprising” Live Oak and thus individually liable for past due rent under article 14.12.

After answering and filing verified denials that they were individually liable under the lease, Welborne and Neel filed motions for summary judgment on the issue of their liability. The trial court denied those motions. When Tenet later filed its own [601]*601summary-judgment motion, Welborne and Neel filed cross-motions. The trial court granted Tenet’s motion and denied appellants’ motions. This appeal followed.

Neel raises one issue on appeal, asserting summary judgment was improper because the lease was between Tenet and Live Oak. He argues Live Oak as a professional association is treated legally the same as a corporation, no valid contract exists between Tenet and him individually, he did not personally guarantee the lease, and Tenet did not seek to pierce Live Oak’s corporate veil. Welborne and Live Oak filed a separate appeal and raise four issues. Their first two issues are based on arguments that Welborne was not a party to the lease. In their second two issues, they claim they created fact issues on their mitigation and estoppel defenses and the trial court erred in sustaining objections to Welborne’s affidavit.

DISCUSSION

Standard of Review

The parties filed traditional motions for summary judgment, which we review under established standards. See Tex.R. Civ. P. 166a(c); Nixon v. Mr. Prop. Mgmt. Co., 690 S.W.2d 546, 548-49 (Tex.1985). We review de novo whether a party proved its right to prevail as a matter of law. Dickey v. Club Corp. of Am., 12 S.W.3d 172, 175 (Tex.App.-Dallas 2000, pet. denied). The moving party has the burden to demonstrate that no genuine issues of material fact exist and it is entitled to judgment as a matter of law. See Nixon, 690 S.W.2d at 548. A matter is conclusively established if ordinary minds cannot differ on the conclusion to be drawn from the evidence. AN Collision Ctr. of Addison, Inc. v. Town of Addison, 310 S.W.3d 191, 193 (Tex.App.-Dallas 2010, no pet.). Generally, evidence favorable to the non-movant will be taken as true when we consider whether a disputed material fact issue exists precluding summary judgment. Nixon, 690 S.W.2d at 548-49. In that instance, every reasonable inference must be indulged in favor of the non-movant and any doubts resolved in its favor. Id.

When, as here, both parties move for summary judgment on the same issues and the trial court grants one motion and denies the other, we consider the summary judgment evidence presented by both sides and determine all questions presented. Valence Operating Co. v. Dorsett, 164 S.W.3d 656, 661 (Tex.2005) (citing FM Props. Operating Co. v. City of Austin, 22 S.W.3d 868, 872 (Tex.2000)). If we determine the trial court erred, we must render the judgment the trial court should have rendered. Id.

In our appellate review, we may not consider grounds for reversal not presented to the trial court by written summary-judgment motion, answer, or other response. Tex.R. Civ. P. 166a(c). Similarly, a trial court cannot grant summary judgment on grounds not presented. Johnson v. Brewer & Pritchard, P.C., 73 S.W.3d 193, 204 (Tex.2002).

Individual Liability

We first address whether the trial court properly granted summary judgment against Neel and Welborne individually. All parties claim the lease is unambiguous, and we agree. We therefore construe the lease as a matter of law. See Coker v. Coker, 650 S.W.2d 391, 393 (Tex.1983). In doing so, we must determine and give effect to the parties’ intentions as expressed in the lease. Frost Nat’l Bank v. L & F Distribs., Ltd., 165 S.W.3d 310, 311-12 (Tex.2005) (per cu-riam).

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Mission Grove LP v. Darren Hall
503 S.W.3d 546 (Court of Appeals of Texas, 2016)
Ordonez v. Solorio
480 S.W.3d 56 (Court of Appeals of Texas, 2015)
360-Irvine, LLC v. Tin Star Development, LLC
Court of Appeals of Texas, 2015
Denise Prent v. RJet, L.L.C.
Court of Appeals of Texas, 2015
Bagwell v. Ridge at Alta Vista Investments I, LLC
440 S.W.3d 287 (Court of Appeals of Texas, 2014)

Cite This Page — Counsel Stack

Bluebook (online)
378 S.W.3d 597, 2012 WL 3643072, 2012 Tex. App. LEXIS 7213, Counsel Stack Legal Research, https://law.counselstack.com/opinion/neel-v-tenet-healthsystem-hospitals-dallas-inc-texapp-2012.