Neurobehavorial Associates, P.A. v. Cypress Creek Hospital, Inc.

995 S.W.2d 326, 1999 Tex. App. LEXIS 4916, 1999 WL 442143
CourtCourt of Appeals of Texas
DecidedJuly 1, 1999
Docket01-97-01135-CV
StatusPublished
Cited by17 cases

This text of 995 S.W.2d 326 (Neurobehavorial Associates, P.A. v. Cypress Creek Hospital, 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
Neurobehavorial Associates, P.A. v. Cypress Creek Hospital, Inc., 995 S.W.2d 326, 1999 Tex. App. LEXIS 4916, 1999 WL 442143 (Tex. Ct. App. 1999).

Opinions

OPINION

MARGARET GARNER MIRABAL, Justice.

This is an appeal from an order granting appellee’s, Cypress Creek Hospital, Inc. (“the Hospital”), motion for summary judgment and implicitly denying appellant’s, Neurobehavorial Association, P.A. (“Association”), motion for summary judgment. We reverse and remand.

Facts and Procedural History

The Association and the Hospital entered into a Clinical and Administrative Services Agreement (“Agreement”), which provided that the Association, through its owner and sole director, Dr. John W. Cas-sidy, would provide medical services to the Hospital for $15, 833.33 per month.1

The portions of the Agreement relevant to this appeal provide:

8.1 Representations and Warranties of Association.
Association represents and warrants to [the Hospital], upon execution and throughout the term of this Agreement as follows:
a) Association is a Texas professional association duly organized, validly existing, and in good standing under the laws of the State of Texas and is authorized to do business in Texas.
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5.3 Termination for Breach or Bankruptcy.
If either party to this Agreement should ... fail to substantially comply with the terms of the Agreement (the “Breaching Party”), the nonbreaching party may transmit to the Breaching Party written notice of its intention to terminate this Agreement.... If the event requiring such notice is a default hereunder by the Breaching Party, and if the Breaching Party shall fail within thirty (SO) days to correct the default specified in such notice and so notify the non-breaching party, this Agreement shall terminate forthwith except as provided in this Section 5.3 ... [or] Section 5.5....
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5.5 Immediate Termination by [the Hospital].
Notwithstanding anything to the contrary in this Agreement, [the Hospital] may terminate this Agreement immediately by written notice to Association (such termination to be effective upon Association’s receipt of such notice) upon the occurrence of any of the following events:
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[329]*329d) the failure by Cassidy to remain an employee2 of the Association.

(Emphasis added.)

On April 14, 1995, seven months into the Agreement, the Association filed articles of dissolution with the Texas Secretary of State. Following its dissolution, the Association, through Cassidy, continued to perform the medical services called for under the Agreement. On May 3,1995, the Hospital sent written notice to the Association of its intent to terminate the Agreement, based solely on section 5.5 of the Agreement.3 The termination notice was received by the Association on May 7, 1995.

On June 19, 1995, the Association sued the Hospital for unpaid services4 and anticipatory breach of contract. Two days after suit was filed, the Association filed articles to revoke its dissolution with the Secretary of State. The Secretary of State issued a certificate finding the Association’s revocation in accordance with Texas law. The Hospital subsequently moved for summary judgment, contending the Association’s dissolution automatically terminated Cassidy’s employment, and therefore, it was entitled to terminate the Agreement under section 5.5(d). Additionally, the Hospital argued the Association breached the express warranties contained in section 3.1 of the Agreement by dissolving itself as a Texas professional association. The Association filed a cross-motion for summary judgment. The trial court granted the Hospital’s motion for summary judgment,5 and this appeal followed.

Summary Judgment in Favor of the Hospital

Summary judgment is proper only when the movant establishes that there is no genuine issue of material fact and that the movant is entitled to judgment as a matter of law. Randall’s Food Mkts., Inc. v. Johnson, 891 S.W.2d 640, 644 (Tex.1995). A defendant is entitled to summary judgment if the evidence disproves as a matter of law at least one element of each of the plaintiffs causes of action. Lear Siegler, Inc. v. Perez, 819 S.W.2d 470, 471 (Tex.1991). After the defendant produces evidence entitling it to summary judgment, the burden shifts to the plaintiff to present evidence creating a fact issue. Walker v. Harris, 924 S.W.2d 375, 377 (Tex.1996). In reviewing a summary judgment, we must indulge every reasonable inference in favor of the nonmovant and resolve any doubts in its favor. Randall’s Food Mkts., 891 S.W.2d at 644. We will take all evidence favorable to the nonmovant as true. Id. We will affirm the summary judgment if any of the theories advanced in the motion, ruled on by the judge, and preserved for review is meritorious. See Cincinnati Life Ins. Co. v. Cates, 927 S.W.2d 623, 626 (Tex.1996).

Discussion

The Association contends the trial court erred in granting the Hospital’s motion for summary judgment because the Texas Professional Association Act (“TPAA”) allows a professional association to revoke articles of dissolution. Therefore, it contends that the Hospital was not entitled to [330]*330terminate the Agreement based on either section 5.5(d) or 3.1. In the alternative, the Association contends that, even if its revocation was ineffective, Cassidy remained an employee of the Association, post-dissolution, by performing services necessary to wind-up the Association’s affairs. The resolution of this issue requires us to interpret the relevant sections of the TPAA.

The Applicable Rules of Statutory Construction

The primary duty of any court in construing a statute is to effectuate the intent of the legislature. Seay v. Hall, 677 5.W.2d 19, 25 (Tex.1984). Legislative intent should be determined by examining the language used in the statute. Jones v. Del Andersen & Assocs., 539 S.W.2d 348, 350 (Tex.1976). Each statute should be read as if every word, phrase, and expression were chosen for a purpose. State v. Office of Pub. Util. Counsel, 849 S.W.2d 864, 868 (Tex.App.-Austin), writ dism’d, improvidently granted, 866 S.W.2d 209 (Tex.1993). Moreover, “every word excluded from a statute must be presumed to have been excluded for a purpose.” Cameron v. Terrell & Garrett, Inc., 618 S.W.2d 535, 540 (Tex.1981).

Relying on section 25 of the TPAA, the Association contends that a professional association may revoke articles of dissolution.

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Neurobehavorial Associates, P.A. v. Cypress Creek Hospital, Inc.
995 S.W.2d 326 (Court of Appeals of Texas, 1999)

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995 S.W.2d 326, 1999 Tex. App. LEXIS 4916, 1999 WL 442143, Counsel Stack Legal Research, https://law.counselstack.com/opinion/neurobehavorial-associates-pa-v-cypress-creek-hospital-inc-texapp-1999.