## IN THE SUPREME COURT O F TEX AS

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. 14-1033

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### C O M M U N IT Y 

### H E A L T H 

### S Y S T E M S 

### P R O F E S S IO N A L 

### S E R V IC E S 

### C O R P O R A T IO N 

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O N P E T I T I O N F O R R E V I E W F R O M T H E C O U R T O F A P P E A L S F O R T H E T H I R T E E N T H D I S T R I C T O F T E X A S

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Argued Mar ch 2, 2017

J U S T I C E G R E E N delivere d the opinion of the Court.

I n this case , we must det er mine whether the court of appea ls err ed by reve rsing the trial
court’s or der g ranting summary judgme nt in favor of

multipl e def

endants on the plaintiff’s claims for b re ac h o f co n trac t and tortious interfe renc e with contra ct. Be cause we conclude that the plaintiff’s employ er was not require d to prove the rea sons it terminated the plaintiff’s employ ment
contra ct “without cause ” and that the rele vant provisions of the contra ct are not ambig uous, we hold that the employ er is e ntitled to summary judgme nt on the plaintiff’s bre ach of contra ct claim. We further hold that the hospital and its chief executive office r are entitled to summary judgme nt on the plaintiff’s tortious interfe renc e claim beca use the plaintiff prese nted no evidenc e on the element ofwillful or intentional infere nce. Finally , we hold that the employ er’ s profe ssional service s company

conclusively established its justification defe nse to the plaintiff’s tortious interfe renc e claim and is there fore entitled to summary judgme nt. Acc ording ly , we reve rse the court of appea ls’ ju d g ment and reinstate the trial court’ s judgme nt in favor of the def endants. I. Background This action arises from the “without cause ” termination of a car diovascular surg eon’s five-y ear employ ment contra ct at the e nd of his third contrac t y ear . I n 2007, Thomas J ackson, the chief executive office r of the College Station Medica l Center (the Hospital), soug ht to hire a board- cer tified ca r d io v a s cular surg eon so that the Hospital could offe r hear t surg erie s without ref

err ing patients to other hospitals or pay ing t o have a car diovascular
surg eon on call. Dr. Henr y Andre w Hanse n, I I , M.D., a car diovascular surg eon, wanted to move his
prac tice from L ubbock to College Station, Texas, and he arr ang ed a meeting with J ackson to discuss potential employ

ment in Coll eg e Station. Acting as an intermediar

y betwee n Dr. Hanse n and Reg ional Employ ee Assistance Prog ram (REAP), a non-prof

it corpor ation cer

tified by the Tex as Medical Boa rd t o employ phy sicians, see T E X
. O C C
. C O D E § 162.001(b), J ackson neg otiated the terms of Dr. Hanse n’s employ ment contra ct with REAP, under which Dr. Hanse n would work at the Hospital. After extensive neg otiations in 1
wh i ch Dr. Hanse n was repr esente d by counsel, REAP and Dr. Hanse n enter ed into a five-y ear

T h e H o s p i t a l c o u l d n o t h i r e D r . H a n s e n d i r e c t l y b e c a u s e s t a t e l a w p r o h i b i t s c o r p o r a t i o n s c o m p r i s e d o f l a y 1 p e r s o n s f r o m e m p l o y i n g p h y s i c i a n s t o p r a c t i c e m e d i c i n e a n d r e c e i v i n g f e e s f o r t h e t r e a t m e n t t h o s e p h y s i c i a n s p r o v i d e . S e e G u p t a v
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. d e n i e d ) ( d i s c u s s i n g t h e s t a t u t o r y p r o h i b i t i o n o f t h e c o r p o r a t e p r a c t i c e o f m e d i c i n e )

. 2employ

ment contra ct, which ran from J une 1, 2007, to April 30, 2012. Section 10.1 of the contra ct provided that during the first three contra ct y ear s, the contra ct could be terminated only for cause . Following the end of the third contra ct y ear , however, either party could terminate the contra ct without cause with six ty day s’ not ice if D r. Ha nsen’s “ annual pr actice losses” excee ded $500,000
“at the end of y ear s three , four or five.” T h e co n t ra ct further provided that in the event of a termination without c ause, Dr. Hanse n would “not be entitled to the due proce ss r ights established by [R EAP] i n its policies and proce dures,” but Dr. Ha nsen would “be entitled to such due proc ess rig hts if . . . terminated for cause . . . pursuant to sec tions 10.2, 10.3 or 10.4 of [the contrac t] .”
A m o n th into Dr. Hanse n’s employ ment, Communi ty Hea lth Sy stems, I nc. acquir ed the Hospital and REAP. Communi ty Hea lth Sy stems Professional Service s Cor p o ra t i o n (PSC) is a subsidiary of Communi ty Hea lth Sy stems t h at p ro v i des advice on phy sician employ ment and
te r mi n a tion decisions to other Communi ty Hea lth Sy stems subsidiaries that own health car e f a c il it ie s and employ

phy sicians.
Dr. Hanse n’s prac tice at the Hospital was initially succe ssful. The Hosp i t al ag g ressively marke ted Dr. Hanse n and the new he art prog ram, a nd Dr. Ha nsen per formed a

pproxi mately ten to fiftee n proce dures eac h month, including proce dures that had not historically been done at the
Ho s p i tal. Dr. Hanse n was on pace to perf orm 100 proce dures the first y ear and sug g ested th at i f another surg eon was hired, the Hospital could perf orm 200 proce dures per y ear . At the end of Dr.
Hanse n’s first contra ct y ear , PSC and the Hospit al p rojec ted that the number of hear t surg erie s perf ormed a t the Hospital would continue to incre ase a nd y ield financ ial returns.

3At t h e en d of 2008, howeve r, the number of car diovascular surg erie s perf ormed by Dr.
Hanse n beg an to decline signific antly due to a s er ies of persona l disag ree ments with two local

car diologists, Dr. Marc el L echin, M.D. and Dr

. Mario L ammog lia, M.D. Dr. L echin and Dr.
L ammog lia wer e the senior members of a three -member car diologist team, BCS Hea rt, which was Dr. Hanse n’s primary source of patient ref er ra l s . PSC ’s vice president of prac tice manag ement,

2
L eslie L uke, became conce rned and sent a letter to J ackson on Fe bruar y 11, 2009, rec ommending that Dr. Hanse n’s employ ment be terminated “without cause ” at the end of the third contra ct y ear . L uke explained that: (1) Dr. Hanse n’s high salary —$750,000 per y ear

—was disproportionate to the number of hospital proce dures he perf ormed; (2) Dr. Hanse n’s “clinic prac tice lost $1 milli on”; and (3) L uke predic ted no future g rowth in the number of proce dures. I n J une 2009, the chief financ ial office r of the Hospital approa ched Dr. Hanse n to discuss his decr ease d billings and how to incre ase his billing s. Neve rtheless, the rela tionship betwe en Dr. Hanse n and the car diologists continued to deter iorate a

nd aff ect Dr . Hanse n’s pra ctice.
I n Aug ust 2009, Dr. Hanse n had another dispute with Dr. L echin, causing Dr. L echin and Dr.
L ammog lia to place Dr. Hanse n and the Hospital on “drive -by ” status, meaning that they would not ref er new patients to Dr. Hanse n for surg ery at the Hospital. As a result of the ong oing disag ree ment, which Dr. Hanse n descr ibed as a “turf battle,” Dr. Hanse n simil arly ref used to acc ept patients from the two doctors until they “cle are d the air” in a joint meeting

. After the meeting just one week later, Dr. L echin a nd Dr. L ammog lia ag ree d to resume refe rring patients to Dr. Hansen,

T h e t h i r d m e m b e r o f B C S H e a r t c o n t i n u e d t o r e f e r p a t i e n t s t o D r . H a n s e n , b u t h i s p r a c t i c e w a s s m a l l e r a n d 2
r e s u l t e d i n o n l y f

i v e r e f e r r a l s t o D r . H a n s e n f

r o m A u g u s t 5 , 2 0 0 9 , t o J u n e 1 , 2 0 1 0

.

4but Dr. Ha nsen re fused to ac cept the r efe rra ls until they issued a public af

firmation of his skills as

a car diovas cu l ar surg eon. Ultimately , Dr. Hanse n declined Dr. L echin’ s and Dr. L ammog lia’s

r e f e r r a ls f o r a p p r o xim a te ly four months—from Aug ust 2009 to Dec ember 2009. Consequently , fro m Aug ust 5, 2009, to J une 1, 2010, Dr . Hanse n perf ormed only

eig ht hear

t surg erie s. At the annual meeting of REAP’s board of direc tors in November 2009, L uke discussed Dr.
Hanse n’s ref

usal to acc ept Dr. L echin’ s and Dr. L ammog lia’s re fe rrals and stated that, except for providing emer g ency

assistance , Dr. Ha

nsen had not wor

ked since September 2009. The mee ting minutes noted that the purpose of the discu s s ion “wa s to prepa re the Boa

rd for a possible termination” if Dr. Hanse n continued to r efuse ref err als and not f

ulfill his employ

ment duties. On
Fe bruar y 18, 2010, a PSC admini strator, Ashley Bossha rt, sent an email notify ing the members of the REAP Boa

rd that J ackson had reque sted t h at R E AP terminate Dr. Hanse n’s contra ct without

cause due to his “past behavior al issues and his sig nificant c linic losses.” The e mail a lso a ttached the minutes from the November 2009 meeting and noted that Dr

. Ha n s en’s “annua l losses” wer e $1,003,138 in cale ndar y ear 2008 and $908,609 in cale ndar y ear 2009. A few day s later, but befor e the end of the third contra ct y ear , the REAP Boa rd voted to te rminate Dr. Hanse n without c ause at the end of his third co n t ra ct y ear under section 10.1. Following the vote, L uke and Bossha

rt completed a “Personne l Action For m” refl ec t i n g t h at Dr. Hanse n had been terminated for “unsatisfa ctory perf

ormanc e” and was not elig ible for rehire

. Subsequently , on J une 1, 2010, REAP
sent Dr. Hanse n a letter providing six ty day s’ notice that it was terminating the contra ct without

cause .

5There afte r, Dr. Hanse n sued numerous parties alleg ing multipl e cause s of action. I n his six th

amende d petition, Dr

. Hanse n alleg ed that: ( 1) REAP is liable for brea ch of contra ct and brea ch of fiduciar y duties; (2) the Hospital and J ackson are liable for business disparag ement, tortious interfe renc e with contra ct, and r estraint of tra de; and (3) PS C is liable for business disparag ement and tortious interfe renc e with contra ct. I n response , P S C fi l ed an amende d no-evide nce and 3
traditional motion for summary judgme nt. REAP, the Hospital, and J ackson, howe v er , rested on their previously filed traditional an d no-evide nce motion for summary judgme nt. The trial court
g rante d the def

endants’ summar

y -judg ment motions wit hout expl aining the basis for its ruling

. Dr. Hanse n appea led, challeng ing only the trial court’s summary -judg ment order rende ring

a take- nothing judgme nt on his claims for brea ch of contra ct, tortious interfe renc e with an exis ting
contra ct, and business disparag ement. The court of appea ls reve rsed in part , re v er s i n g the trial
court’s dismiss al of the claims for brea ch of contra ct and tortious interfe renc e but leaving intact the trial court’s dismiss al of Dr. Hanse n’s business disparag ement claims. ___ S.W .3d ___, ___ (Tex. App.—Corpus Christi–Edinburg 2014, pe t. gr anted) (mem. op.).
All of the defe ndants seek revie w of the court of appea ls’ d ec i s ion, raising a number of issues, including: (1) whether REAP was require d to prove on summary judgme nt that it terminated
Dr. Hanse n’s contra ct on without-cause g rounds; (2) whether the contra ct’s stipulation for “annua l
prac tice losses” is ambig uous and, if not, whether REAP established the condition to terminate the
contra ct without cause ; (3) whether Dr. Hanse n prese nted evidenc e raising a fa ct issue on the

D r . H a n s e n a l s o s u e d D r . L e c h i n a n d D r . L a m m o g l i a , b u t t h o s e c l a i m s w e r e s e v e r e d p r i o r t o D r . H a n s e n ’ s s i x t h 3
a m e n d e d p e t i t i o n . D r . H a n s e n h a s s i n c e s e t t l e d h i s c l a i m s a g a i n s t t h e c a r d i o l o g i s t s . 6element of willful and intentio n al i n t erf ere nce to overc ome a no-evide nce motion for summary judgme nt on his tortious interfe renc e claims; (4) whether the Hospital, J ackson, and PSC conclusively established the aff irmative defense of leg al j ustificat i o n t o bar Dr. Hansen’s t ortious interfe renc e claims; (5) w hether PSC waived its qualified-pr ivilege defe nse by raising it only as a defe nse to business disparag ement in its motion for summary judgme nt; and (6) whether the
Restateme nt (

Second) of Tort

s ’ truthful-infor

mation defe nse shoul d be adopte d in this case and, if so, whether

fac t issues nonetheless pre clude summary judgme nt for the defe ndants. As explained below, we hold that the trial court did not err in g ranting summary judgme nt in favor of

REAP on
Dr. Hanse n’s brea ch of contra ct claim or in g ranting summary ju d gm en t in favor of the Hospital,
J ackson, a

nd PSC on Dr. Ha

nsen’s tortious interfe renc e cla ims.
II. Stand ard of Review
We revie w a trial court’s order g ranting summary judgme nt de no v o , t ak i ng “as true all evidenc e favor able to the nonmovant,” and “indulg [i ng ] ever y rea sonable infere nce and resolv[ing]
any doubts in the nonmovant’s favor .” Provident Life & Acc ident Ins. Co. v. Knott , 128 S.W .3d 211,
215 (Tex. 2003) (citing Sw. Elec. Power Co. v. Grant , 73 S.W .3d 211, 215 (Tex. 2002); FM Props. Operating Co. v

. City of Austi n , 22 S.W .3d 868, 872 (Tex. 2000); Sci. Spec trum, Inc. v. Martinez , 9 4 1 S

. W

. 2 d 910, 911 (Tex. 1997)). Where, as here , a trial court does not specify the g round s o n which it g rante d the motion for summary judgme nt, we must aff

irm if any of the g rounds asser

ted
in the m otion are meritorious. Id. at 216. Further, whe n the m otion asser ts both no-evide nce and traditional g rounds, we first revie w t h e no-evide nce g rounds. Ford Motor Co. v. Ridgway , 135
S.W .3d 598, 600 (Tex. 2004). I f the nonmovant fails to pr oduce more than a scintilla of evidenc e
7on the essential elements of a cause of action challeng ed by a no-evide nce motion, there is no need

to analy ze the movant’s traditional g rounds for summary judgme nt. Id. ; see T E X
. R. C I V
. P. 166a(i).
To preva il on a traditional motion for summary judgme nt, howeve r, the movant must “show that no
g enuine issue of materia l fac t exis ts and that it is entitled to judgme nt as a matter of law.” See Provident Life , 128 S.W .3d at 216 (citations omitted); T E X
. R

. C I V
. P. 166a(c ). An issue is conclusively established “if rea sonable minds could not differ about the conclusion to be draw n from the fa cts in the rec ord.” Childs v. Haussecke r , 974 S.W .2d 31, 44 (Tex. 1998).
III. Breach of Contract
For the rea sons explained below, we hold that the court of appea ls err ed by reve rsing the trial court’s order gr anting REAP’s motion for summ ary judgme nt on Dr. Hansen’s breac h of contract claim.
A. G rounds for a “Withou t Cause” Ter m ination The cour t o f appea ls assumed REAP had established that Dr. Hanse n’s “pra ctice losses” exceede d t h e contra ctual threshold but never theless reve rsed the trial court’s summary -judg ment order , re asoni ng that REAP proved only that the contra ctual condition for a without-cause termination was met, not that it actua lly termi n at ed Dr. Hansen on “without cause ” grounds.

___ S.W .3d at ___. Acc ording to the court of appea ls, to “uphold summary judgme nt for REAP without
REAP having first established on which g rounds it termin at ed [Dr. Hanse n] would eff ectively require [t he court of appea ls] to r ead [t he due proce ss require ments of a for- cause termination] out of the Contract.” Id. Thus, the court of appea ls conclude d that REAP did not disprove Dr. Hanse n’s brea ch of contra ct claim beca use it “d i d n o t co n clusively establish the g rounds on which it

8terminated [Dr. Hanse n’s] employ ment.” Id. at ___. We hold that the court of appea ls err ed on this point. This case require s that we interpre t the termination provisions in Dr. Hanse n’s employ ment
contra ct. We construe unambig uous contra cts as a matter of law. Coker v. Coker , 650 S.W .2d 391,
393 (Tex. 1983). “An unambig uous contra ct will be enfor ced as written, and parol evidenc e will not be rec eived for the purpose of cre ating an ambig uity or to g ive the contra ct a meaning differ ent from that which its lang uag e imports.” David J. Sacks, P.C. v. Haden , 266 S.W .3d 447, 450 (Tex. 2008).
A court may consider the parties’ interpre tation of the contra ct and admit extr i n s i c evidenc e to deter mine the true meaning o f i t s t er ms only afte r the court has deter mined that the contra ct is ambig uous. Id. at 450–51 (quoting Nat’l Union Fire Ins. Co. of Pittsbu r g h , P en n
. v. CBI Indus.,
Inc. , 907 S. W.2d 517, 520 (Tex. 1995) (per curia m)). When the controve rsy can be resolved by
proper construction of an unambig uous document, rendition of summary judgme nt is appropr iate. Lopez v. Munoz, Hocke ma & Ree d, L.L.P. , 22 S.W .3d 857, 862 (Tex. 2000). “On the other hand,
if the contra ct is subject to two or more rea sonable interpre tations afte r apply ing the pertinent rules of const ruction, the contra ct is ambig uous, cre ating a fac t issue on the parties’ intent.” J.M. Davidson, Inc. v. W

ebster , 128 S.W .3d 223, 229 (Tex. 2003) (citing Columbia Ga s Transmissi on Corp. v. New Ulm Gas, Ltd. , 940 S.W .2d 587, 589 (Tex. 1996)).
T h e gen er al rule is that, “abse nt a specific agr eeme nt to the contrary , employ ment may be terminated by the employ er or the employ ee at will, f or g ood cause , bad cause , or no cause at all.” Montgomery Cty. Hosp. Dist. v. Brown , 965 S.W .2d 501, 502 (Tex. 1998) (citing Fed. Express Corp.

v. Dutschmann , 846 S.W .2d 282, 283 (Tex. 1993) (per curia m); Schroede r v. Tex. Iron W orks , 813

9S.W .2d 483, 489 (Tex. 1991); W inters v. Hous. Ch r o n i cl e Pub. Co. , 795 S.W .2d 723, 723 (Tex. 1990); Sabine Pilot Serv., Inc . v. Hauc k , 687 S.W .2d 733, 734–35 (Tex. 1985); E. Line & R. R. R. Co. v. Scott , 10 S.W

. 99, 102 (T ex . 1888)). Fur ther, a contra ct can modify an employ ee’ s at-will
status and alter the proce dural rig hts to which an employ ee is entitled if termination occur s. See City

o f Od es s a v. Barton , 967 S.W .2d 834, 835 (Tex. 1998) (citing Hathaway v. Gen. Mills, Inc. , 711
S

. W

. 2 d 227, 229 (Tex. 1986)). A contra ct can also stipulate that it is terminable with o u t ca u s e during one time period and is only terminable for cause at another time. See Evan’s W orld Travel,
Inc. v . Adams , 978 S.W .2d 225, 230 (Tex. App.—Texarkana 1998, no pet.).
Her e, the r eleva

nt contrac tual provision, section 10.1, states: The Ag ree ment can be can ce l l ed for- cause only during y ear s one throug h three

. Either party may terminate this Ag reem ent, wit hout cause if annual practice losses exceed Five Hundre d Thousand ($500,000) at the end of y ear s three , four or five, by providing not less than Six ty (60) day s prior written notice to the other party stating the intended d ate of termination. I f Employ er terminates this Ag ree ment without cause . . . Phy sician shall not be entitled to the due proce ss rig hts est ablished by Employ er in its policies and proce dures. Phy sician shall be entitled to such due proce ss rig hts if this Ag ree ment is terminated for cause by Employ er pursuant to sections 10.2, 10.3 or 10.4 of this Ag ree ment. The contra ct thus modifies Dr. Hanse n’s at-will status b y allowing only “for -ca use” termination during the first three y ear s. See id. ; Brown , 965 S.W .2d at 502. But in the last two y ea rs o f t h e
contra ct’s term, the contra ct authorizes “without ca u s e” termination of the contra ct “if annual
prac tice losses exceed [$500,000] ,” and in the event of a without-cause termination, Dr. Hanse n is

1 0not contra ctually entitled to the due proce ss he would rec eive if terminated for cause . See Barton , 4
967 S.W .2d at 835.
We hold that the second sentenc e of section 10.1 clea rly signifie s a condition subsequent based on annual prac tices losses that enable s either party to terminate the contra ct without cause ; it does not state that the amount of annual prac tice losses is the only basis upon which the contra ct can be terminated without cause . A condition subsequent is “a condition ref err ing to a future event, upon the happening of which the obliga tion become s no longe r binding upon the other party , if he chooses
to avail himself of the condition.” E.g. , Rincones v. W indberg , 705 S.W .2d 846, 848 (Tex. App.—Austin 1986, no writ) (citation omitted); cf. R E S T A T E M E N T (S E C O N D ) O F C O N T R A C T S § 224
cmt. e (A M
. L A W I N S T
. 1981). A condition subsequent excuses an alre ady binding agr eeme nt.
Rincones , 705 S.W .2 d at 848. Although “no particular words are nece ssary for the exis tence of a condition,” terms such as “‘if,’ ‘provided that,’ ‘on condition t h at , ’ o r s ome other phrase that conditions perf

ormanc e, usu a ll y connote an intent for a condition rathe r than a promise.” Hohenbe rg Bros. Co. v. George E. Gibbons & Co. , 537 S.W .2d 1, 3 (Tex. 1976). Section 10.1 states that either
p ar ty may terminate the contra ct with six ty day s’ written notice “if annual prac tice losses exceed

W e n e e d n o t c o n s i d e r w h e t h e r D r . H a n s e n w a s n o n e t h e l e s s e n t i t l e d t o d u e p r o c e s s p r o c e d u r e s u n d e r 4
r e g u l a t i o n s o f t h e T e x a s M e d i c a l B o a r d b e c a u s e h e d i d n o t p r e s e n t t h a t a r g u m e n t i n t h e t r i a l c o u r t

. S e e T E X
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. R a t h e r , D r . H a n s e n m e r e l y a r g u e d t h a t , i n v i o l a t i o n o f t h e T e x a s M e d i c a l B o a r d ’ s r e g u l a t i o n s , R E A P f a i l e d t o c o m p l y w i t h t h e d u e - p r o c e s s p r o c e d u r e s a d o p t e d b y t h e R E A P B o a r d o r a s p r o v i d e d b y t h e e m p l o y m e n t c o n t r a c t b e t w e e n R E A P a n d D r . H a n s e n . S e e 2 2 T E X
. A D M IN
. C O D E § 1 7 7

. 4 ( 2 ) ( F ) ( s t a t i n g t h a t a h e a l t h o r g a n i z a t i o n s e e k i n g c e r t i f i c a t i o n u n d e r s e c t i o n 1 6 2

. 0 0 1 ( b ) o f t h e T e x a s O c c u p a t i o n s C o d e m u s t i n c l u d e i n i t s a p p l i c a t i o n t o t h e T e x a s M e d i c a l B o a r d a c o p y o f t h e h e a l t h o r g a n i z a t i o n ’ s b y - l a w s , i n c l u d i n g a p r o v i s i o n t h a t “ t h e t e r m i n a t i o n o f

. . . a n y p h y s i c i a n . . . m a y b e a c c o m p l i s h e d o n l y b y t h e b o a r d o f d i r e c t o r s o r i t s p h y s i c i a n d e s i g n e e ( s ) a n d s u c h t e r m i n a t i o n s h a l l b e s u b j e c t t o d u e p r o c e s s p r o c e d u r e s a d o p t e d b y t h e b o a r d o

f d i r e c t o r s o r i t s p h y s i c i a n d e s i g n e e ( s ) o r p r o v i d e d b y t h e r e t e n t i o n a g r e e m e n t b e t w e e n t h e h e a l t h o r g a n i z a t i o n a n d t h e s u b

j e c t p h y s i c i a n ” ( e m p h a s i s a d d e d ) )

. 1 1Five H undred Thousa nd ($500,000) a t the end of y ear s three, f our or f ive.” This is undoubtedly a condition subsequent.
Dr. Hanse n construes the contra ct as requiring a cer tain proce dure for a without-cause termination—that the R EAP Boa rd receive cer

tain evidenc e of annual practice losses and that the
REAP Boa

rd then terminate the contra ct on that basis alone. The contra ct’s lang uag e, howeve r, does not require the REAP B oard to make a without-ca use termination dec ision based solely on annual
prac tice losses; rathe r, it provides that once the condition subseq u en t o cc urs, a without-cause termination can be premised on any rea son, or no rea son at all, and can be acc omplished simply by providing six ty day s’ written notice. I n o t h er words, assuming the condition subsequent has 5

occur red, section 10.1’s without-cause lang uag e is mer el y a termination-upon-notice provision, requiring only that REAP provide six ty day s’ written notice to Dr. Hanse n stating the intended date of termination. See 14 T E X
. J U R
. 3d Contracts § 285 (2006) (“When a contra ct expressly provides that it is subject t o termination upon notice, each party to the contra ct has the le g al rig ht to canc el the contra ct.”)

. The notice need not state the g round, t h e fa ct that the condition subsequent has

occur red, or any thing be y ond the re quirements of the contra ctual provision. All tha t is require d is (1) six ty day s’ writt en noti ce to the ot her party (2) stating t he intended date of ter mination. Thus,

D r . H a n s e n ’ s i n t e r p r e t a t i o n , w h i c h w o u l d t r a n s f o r m t h e c o n d i t i o n o f t h e “ w i t h o u t c a u s e ” p r o v i s i o n i n t o a “ f o r 5
c a u s e g r o u n d , ” c o n f

l i c t s w i t h t h e s t r u c t u r e o f t h e c o n t r a c t

. F o r e x a m p l e , s e c t i o n 1 0

. 2 p r o v i d e s s e v e r a l “ g r o u n d s ” f o r t e r m i n a t i n g t h e c o n t r a c t i m m e d i a t e l y , i n c l u d i n g t h e p h y s i c i a n ’ s l o s s o f a l i c e n s e t o p r a c t i c e m e d i c i n e , l o s s o f m e d i c a l m a l p r a c t i c e i n s u r a n c e , u n a u t h o r i z e d a s s i g n m e n t o f d u t i e s , i n d i c t m e n t o f a f e l o n y , a n d a b a n d o n m e n t o f h i s p r a c t i c e . S e c t i o n 1 0

. 3 p r o v i d e s g r o u n d s f o r t e r m i n a t i o n w i t h t e n d a y s ’ n o t i c e , w i t h a n o p p o r t u n i t y t o c u r e , d u e t o a b r e a c h o f w a r r a n t i e s m a d e b y t h e p h y s i c i a n i n t h e c o n t r a c t o r a f a i l u r e t o p a r t i c i p a t e i n a m a n a g e m e n t

- c a r e a g r e e m e n t

. S e c t i o n 1 0

. 4 p r o v i d e s b r e a c h o f t h e c o n t r a c t a s a g r o u n d f o r t e r m i n a t i o n . T h e s e a r e t h e “ f o r c a u s e ” g r o u n d s f

o r t e r m i n a t i n g t h e c o n t r a c t , a n d p e r s e c t i o n 1 0

. 1 , t h e y w e r e t h e o n l y m e a n s f o r t e r m i n a t i n g t h e c o n t r a c t d u r i n g t h e f i r s t t h r e e y e a r s o f t h e c o n t r a c t

. 1 2beca

use section 10.1 cre ates a condition subsequent authorizing without-cause termination, REAP did not need to pr ove that it ter minated Dr. Ha

nsen on “without cause ” g rounds—“without cause ” signifie s that the rea son for the te rmination is irreleva nt. 6
Also absent from section 10.1 is any requi re ment that the R EAP Boa rd prove that it knew the annual prac t i ce losses condition had been satisfied at the time it voted to exercise its rig ht to terminate the contra ct without cause . But Dr. Hanse n arg ues the opposite: “The contra ct, as written, require d the REAP Boa

rd to have evidenc e befor e it that Hanse n’s ‘annua l prac tice losses’ exceede d $500,000 at the ‘end of y ear s three , four or five’ befor e it could terminate the contra ct without cause and avoid having to provide due proce ss.” First, as d i s cu s sed in more detail in the sections that follow, Dr. Hanse n’s third-y ear prac tice losses had alre ady mounted to $686,888 i n Februar y 2010—when the REAP Boa rd voted on Dr. Hanse n’s future termination. Fur thermore , despite Dr.
Hanse n ’s ar gu m ent that he was terminated on the date of the vote, he does not contest that he continued to rec eive his salary and all the other bene fits of his position until J uly 31, 2010—six ty

T e x a s c o u r t s h a v e l o n g h e l d t h a t w h e n a p a r t y p r o p e r l y t e r m i n a t e s a c o n t r a c t p u r s u a n t t o a w i t h o u t

- c a u s e 6 p r o v i s i o n , t h e r e a s o n f

o r t h e t e r m i n a t i o n i s i r r e l e v a n t

. S e e , e
. g
. , J u l i e t t e F o w l e r H o m e s , I n c
. v
. W e l c h A s s o c s
. , I

n c
. , 7 9 3 S

. W

. 2 d 6 6 0 , 6 6 5 ( T e x . 1 9 9 0 ) ( “ W h e n a c o n t r a c t p r o v i d e s e x p r e s s l y t h a t i t i s s u b j e c t t o t e r m i n a t i o n u p o n n o t i c e , t h e g e n e r a l r u l e i s t h a t e a c h p a r t y t o t h e c o n t r a c t h a s a l e g a l r i g h t t o c a n c e l t h e c o n t r a c t

. ” ) ; W o o d M o t o r C o
. v
. N e b e l , 2 3 8 S

. W

. 2 d 1 8 1 , 1 8 5 ( T e x . 1 9 5 1 ) ( “ W h a t t h e c o n t r a c t s a y s i s t h a t ‘ c e r t a i n o t h e r c o n d i t i o n s ’ m a y c r e a t e a d e s i r e o n t h e p a r t o f e i t h e r p a r t y t o t e r m i n a t e t h e c o n t r a c t

. I f t h a t d e s i r e i s c r e a t e d , t h e n t h e r i g h t t o t e r m i n a t e b y g i v i n g t h e p r e s c r i b e d n o t i c e i s u n q u a l i f

i e d

. S e c t i o n 9

. . . . s i m p l y p r o v i d e s t h a t [ t h e c o n t r a c t ] m a y b e t e r m i n a t e d b y n o t i c e i f e i t h e r p a r t y s o d e s i r e s . ” ) ; M e t h o d i s t H o s p
. v
. H a l a t , 4 1 5 S

. W

. 3 d 5 1 7 , 5 2 1 ( T e x . A p p . — H o u s t o n [ 1 s t D i s t

. ] 2 0 1 3 , n o p e t

. ) ( f i n d i n g t h e r e a s o n f o r r e s i g n a t i o n “ i r r e l e v a n t ” w h e n p h y s i c i a n p r o p e r l y t e r m i n a t e d h i s e m p l o y m e n t c o n t r a c t p u r s u a n t t o a w i t h o u t

c a u s e p r o v i s i o n ) ; G u l

f L i q u i d s N e w R i v e r P r o j e c t , L L C v
. G u l s b y E n g ’ g , I n c
. , 3 5 6 S

. W

. 3 d 5 4 , 6 5

– 6 6 ( T e x . A p p . — H o u s t o n [ 1 s t D i s t

. ] 2 0 1 1 , n o p e t

. ) ( h o l d i n g t h a t a p a r t y m a y t e r m i n a t e a c o n t r a c t p u r s u a n t t o a w i t h o u t

- c a u s e o r n o t i c e - t e r m i n a t i o n p r o v i s i o n w i t h o u t r e g a r d t o t h e g r o u n d s f o r t h e t e r m i n a t i o n a n d w i t h o u t i n c u r r i n g l i a b i l i t y ) ; A l l i e d M o r t g
. C a p i t a l C o r

p
. v
. A d v a n t a g e I

n v ’ r s M o r t

g
. C o r p
. , N o . 1 4

- 0 7

- 0 0 1 7 0

- C V , 2 0 0 8 W L 4 5 4 7 3 5 8 , a t * 3 ( T e x . A p p . — H o u s t o n [ 1 4 t h D i s t

. ] O c t

. 1 4 , 2 0 0 8 , n o p e t

. ) ( m e m . o p . ) ( “ [ G ] i v e n o u r c o n c l u s i o n t h a t P r i c e ’ s t e r m i n a t i o n n o t i c e w a s n o t f o r c a u s e , w h e t h e r h e h a d a p r o p e r b a s i s f o r t e r m i n a t i n g f

o r c a u s e i s i r r e l e v a n t

. ” ) ; G r a n t v
. C i t y o f M i n e r a l W

e l l s , 2 3 0 S

. W

. 8 5 4 , 8 5 6 ( T e x . C i v . A p p . — F o r t W o r t h 1 9 2 1 , n o w r i t ) ( e x p l a i n i n g t h a t t h e m o t i v e b e h i n d t e r m i n a t i n g a c o n t r a c t p u r s u a n t t o i t s t e r m s i s “ i m m a t e r i a l ” )

. 1 3day s afte r REAP informed him of the without-cause termination at the end of the third contra ct y ear .

Finally , Dr. Hanse n’s interpre tation of this additional require ment is incorre ct beca use section 10.1 does not r equire REAP to prove that it knew Dr. H ansen’ s third-y ear prac tice losses had exceede d $500,000 at the time it voted on the without-cause termination in Fe bruar y 2010 or when it provided notice of the t erm i n at i o n i n J une 2010. Rather, section 10.1 simply require s REAP to prove that, when it exercised its rig ht to terminate the contra ct without cause in J une 2010: (1) the third y ear of
Dr. Hanse n’s contra ct had ended; (2) Dr. Hanse n’s third-y ear annual prac tice losses exceede d $500,000; and (3) six ty day s’ notice was provided. We decline Dr. Hanse n’s reque st to add lang uag e
to the contra ct. See Republic Nat’l Life Ins. Co. v. Spillars , 368 S.W .2d 92, 94 (Tex. 1963) (explaining that a contra ct must be enfor ced as written when the lang uag e of the contra ct is plain and unambig uous). Given that section 10.1 simply provides that either party may terminate the contra ct without

cause on six ty day s’ writt en notice if Dr. Ha nsen’s a nnual pra ctices losses e x cee d $500,000 in his third, fourth, or fifth y ear , we conclude that the court of appe al s er red. I ndeed, we interpre ted a sim i l ar p ro v ision in Juliette Fowl er Homes, Inc. v. W elch Associates, Inc. , 793 S.W .2d 660 (Tex. 1990), which state d, “This ag ree ment may be cance lled by either party with the cancellation to be eff ective six ty day s afte r the mailing or per sonal delivery of a w ritten notice of canc ellation

. . . .” Id. at 665 n.8. The plainti ff did not contest t hat writ ten not ice of termination was properly g iven; rathe r, i t claimed that the te rmination constituted a breach of contra ct because there was no g oodfaith re ason for

the termination. Id. at 665. We disag ree d, explaining:

1 4When a contra ct provides expressly that it is subject to termination upon notice, the

g ener al rule is that eac h party to the contra ct has the leg al rig ht t o ca n ce l t he contra ct.

. . . [T ] h e parties barg ained for the flexibi lity of terminating the contra ct upon tender of the requisite notice. Neither party should be denied the benef it of its barg ain. We ho l d t h at Fo wler proper ly terminated the

. . . contra ct pursuant to its express terms; theref

ore, Welch’ s brea ch of c ontrac t claim . . . must fail. Id. (interna l citation omitt ed). A side from the c ondition subsequent, section 10.1 of Dr. Hanse n’s
contra ct is virtually identical to the provisi on in Juliette Fowler . The provisions in both contrac ts

are eff ectively “ter

mination-upon-notice” provision s , an d “[a] contra ct t hat a party may terminate under suc h a cla

use is terminable a t will.” 14 T E X
. J U R . 3d Contracts § 263 (2006)

. I n sh o r t, th e c ourt of appea ls’ decision conflicts with the longsta nding prec edent cited above, 7
which holds that a party does not need “g rounds” to terminate a cont ra ct i n acc ordanc e with a without-cause or termination-upon-notice provision. REAP wa s not r equire d to prove or disprove
any “g rounds” for t ermination; it was required only to establish that: (1) the condition subsequent

occur red at the end of the third y ear of the contra ct; and (2) it provided six ty day s’ written notice to
Dr. Hanse n. Given the court of appea ls’ assumption that the annual prac tices losses condition was satisfied, the court was left with a provision allowing for the contra ct’s termination with six ty day s’ written notice.
B. Pr opriety of the Trial Court’s Sum m ary-Judgm ent Order As ex plained above, to preva il on summary judgme nt, REAP had to prese nt conclu s i v e evidenc e that: (1) th e “a n n u al prac tice losses” condition subsequent was satisfied when REAP

S e e n o t e 6 , s u

p r a . 7
1 5exercised its rig ht; and (2) REAP provided Dr. Hanse n with six ty day s’ written notice specify ing the date on whic h his termination would become e ffe ctive. We hold that REAP satisfied this burden.
1. Notice Requirem ent First, it is undisputed that REAP complied with the notice require ment. The third y ear of the
contra ct ended on April 30, 2 0 1 0

. On J une 1, 2010, REAP sent Dr. Hanse n a termination letter stating tha t REAP was terminating Dr. Hanse n “without cause , pursuant to Section 10.1” a nd that “the eff ective date of termination shall b e J u l y 31, 2010.” Thus, REAP’s summary -judg ment evidenc e conc lusively

establishes that it complied with the notice re quirement.
2. “Annu al P ract ice Losses” Condition S ubs equent
We also conclude that REAP conclusively established that Dr . Hanse n’s third-y ear annual
prac tice losses exceede d $500,000, such that the trial court’s summary -judg ment order dismiss ing
Dr. Ha nsen’s bre ach of

contra ct claim wa s proper . REAP supported its motion for summary judgme nt with the following evidenc e: (1) aff idavit testimony from the Hospital’s chief financ ial office r, Be njamin Cluff; (2) trend repor ts prepa red by Cluff’s office during the time of Dr. Hanse n’s employ ment; and (3) deposition testimony from L eslie
L uke, PSC ’s vice president of prac tice manag ement. Cluff testified that he was in char g e of calc ulating the profits or l osses associate d with Dr. Hansen’s practice during Dr

. Hansen’s tenure with REAP. C luff testified:
Fr o m May 1, 2009 throug h April 30, 2010, Dr. Hanse n’s prac tice losses we re $942,180. I rea ched t h i s n u m ber by subtracting the expenses associate d with Dr. Hanse n’s provision of profe ssional medical service s during this time fra me from the reve nue rec eived from Dr. Han sen’s provision of profe ssional medical service s. This resulted in Dr. Hanse n incurring prac tice losses of $942,180 fro m M ay 1, 2009,

1 6t h ro u gh April 30, 2010. The calc ulations are acc urate ly ref lected by the Trend Report attac hed . . . as Exhibit O . . . . Cluff explained that his offic e p rovi ded the trend repor ts to Dr. Hanse n sever al times eac h y ear during his employ

ment with REAP, including the time period of May 1, 2 0 0 9 , throug h April 30, 2010—the third y ear of Dr. Hanse n’s contra ct. Acc ording to Cluff’s unref uted testimony , Dr.
Hanse n never questioned the fac t that these trend repor ts showed consistent prac tice losses and never questioned the method of c alculating his practice losses. Although dif

ficult to rea d, the trend r eports paint a gloomy picture. The reports s how t hat
Dr. Ha nsen’s pra ctice sustaine d losses as follows: May 2009 ($107,650) J une 2009 ($60,012) J uly 2009 ($52,234) Aug ust 2009 ($91,512) September 2009 ($96,142) October 2009 ($88,638) November

2009 ($58,174) Dec ember

2009 ($58,674) J anuar y 2010 ($73,851) Fe bruar y 2010 ($100,783) Marc h 2010 ($81,446) April 2010 ($73,063) Total ($942,180)
The trend repor

ts ind i ca t e t h at Dr. Hanse n’s reve nue included patient reve nues, less contra ctual adjustments for Medicare and Medi ca i d

. T h e n et profit or l oss was calculate d by deducting from

reve nues cer

tain expenses, including salarie s and benef its, bad debt expense, supplies, medical
1 7specia list fee s, purcha sed service s, marke ting, utilit ies, repa irs and maintenanc e, proper ty taxes and insurance , other opera ting expenses, and rent. This calc ulation y ields a loss of $942,180 from May 2009 throug h April 2010.
L uke testified that he interp re t s “pra ctice losses” to mean the reve nue associate d with the service s persona lly provided by a phy sician, m i nus the expenses incurre d by that phy sician while
prac ticing—“ [y ]ou take the reve nue, subtract expenses, y ou en d u p with prac tice profit or loss.”
Moreo v er, L uke explained that “pra ctice losses” are calc ulated by subtracting the clinic expenses from clinic reve nue and that all of the reve nue from Dr. Hanse n’s provision of medical service s was billed throug h “the clinic tax I D number” reg ardle ss of whether the service s wer e provid ed at the Hospital or at his office

. Thus, “clinic” reve nues would include reve nues from Dr. Hanse n’s work perf ormed in his clinical off

ice a nd at the Hospital.
Dr. Hanse n counter ed REAP’s traditional motion for summary judgme nt in two way s. First,
Dr. Hanse n objected to REAP’s evidenc e. Second, in his amende d response to REAP’s motion, Dr. 8
Hanse n arg ued that REA P b re ac h ed the contra ct by terminating him: (1) without providing due
proce ss as require d by the proce dures adopted by the REAP Boa rd in its by -law s ; (2) without providing due proce ss require d under the contra ct; (3) based on so-ca lled “pra ctice losses” beca use the term is ambig uous; (4) for “clinic losses,” a g round not provided for in th e co n t ra ct ; and (5)
prema turely

under the contra ct’s ter

ms.

D r . H a n s e n r e a s s e r t s t h e s e f i v e o b j e c t i o n s i n h i s r e s p o n s e t o R E A P ’ s p e t i t i o n f o r r e v i e w . W e h o l d t h a t t h e s e 8
o b j e c t i o n s l a c k m e r i t

. 1 8Absent from Dr. Hanse n’s response and rebuttal evidenc e, howeve r, was any thing ref uting that Dr. Hanse n’s annual prac tice losses at the end of the third con t ra ct y ear exceede d $500,000.
I ndeed, Dr. Hanse n introduced no evidenc e that including unidentified reve nue streams or excluding

ce rt ain expenses would result in prac tice losses in an amount less than $500,000. I nstead, Dr. 9
Hanse n focuse d his a

rg uments on the subjective intent and knowledg e of the REAP Boa rd leading
up to his termination, the purported ambig uity of the term “pra ctice losses” as used in the contra ct, his contention that REAP actua lly t er m i n at ed him “for cause ” without providing due proce ss as require d under the contra ct, and his claim that REAP was never theless require d to provi de Dr.
Hanse n due proce ss reg ardle ss of the ty pe of termination acc ording to REAP’s by -laws. We reje ct these a rg uments for the r easons e x plained ea rlier. Wit h respe ct to the ambig uity arg ument, Dr. Hanse n arg ued that the term “ prac tice losses” is susc eptible to more than one rea sonable interpre tation, inc luding: (1) his pr actice ’s contribution
to maintain car diovascular surg ical volume producing a net ea rni ng s befor e interest, taxes, depre ciation, and amortization for the Hospital; (2) his prac tice’s contribution to maintain the profitability of the car diovascular product service line at the Hospital; (3) his “clinic losses” as alleg ed by J ackson to the REAP Boa rd when advocating for the “without cause ” termination of Dr.
Hanse n’s contra ct; or (4) his practice ’s “income minus ex penses in the actua l c linic.” To support his arg uments, Dr. Hanse n included an aff idavit from his acc ounting expert, Br andon Durbin, who

T h e o n l y e v i d e n c e s u g g e s t i n g t h e s e f i g u r e s c o u l d b e i n a c c u r a t e w a s a n e m a i l J a c k s o n s e n t t o L u k e i n F e b r u a r y 9 2 0 0 8 d i r e c t i n g L u k e t o a d d s o m e r e v e n u e c r e d i t t o D r . H a n s e n t h a t w a s m i s l a b e l e d

. H o w e v e r , t h e e m a i l r e l a t e s t o a t i m e p e r i o d t h a t i s i r r e l e v a n t i n d e t e r m i n i n g w h e t h e r t h e c o n t r a c t u a l c o n d i t i o n w a s m e t

. O l d e m a i l s a n d r e p o r t s d i s c u s s i n g D r . H a n s e n ’ s c o n t r i b u t i o n t o t h e H o s p i t a l ’ s r e v e n u e i n 2 0 0 8 p r o v i d e n o e v i d e n c e o f t h e f i n a n c i a l s i t u a t i o n i n D r . H a n s e n ’ s t h i r d c o n t r a c t y e a r ( M a y 2 0 0 9 t h r o u g h A p r i l 2 0 1 0 )

. 1 9opined that the term “pra ctice losses” is ambig uous. Durbin did not testify to or opine on the amount

of Dr. Hanse n’s prac tice losses from May 2009 throug h April 2010. Rather, Durbin contende d that the contra ct’s inclusion of th e p h ra se “pra ctice losses” contemplates a calc ulation that not only includes reve nues rec eived b y REAP as the result of Dr. Hanse n’s prac tice but also includes

reve nues re ceive d by

the Hospital. Despite Dr. Hanse n’s arg ument to the contra ry , the contra ct’s use of the term “pra ctice losses” is not ambig uous. Throug ho u t t h e co n trac t, the use of the term “pra ctice” signifie s Dr.
Hanse n’s provision of medical service s. For example, in the contra ct, REAP disclaims any intention
to “dictate Phy sic i an’s prac tice of medicine” and notes that Dr. Hanse n shall reta in control of the
trea tment of patients. Fur ther, the contra ct desig nates the “primar y clinical site for the medical
prac tice by the Phy s ician.” The contra ct does not distinguish betwee n medical service s that Dr.
Hanse n provides at the clinical office and the Hospital. I nstead, the contra ct stipulates that Dr.
Hanse n has a duty to provide “prof essional medical service s at t h e M ed i cal Offic e(s) and at Hospita l ” an d t h at REAP has the exclusive rig ht to “re tain all profe ssional fee s for profe ssional medical service s rende red by Phy sician

. . . , whether such profe ssional medical service s are provided
to patients in the Medica l Offic e(s) , in Hospital or at any other location.” The contra ct also makes clea r that Dr. Hanse n was employ ed by REAP, not the Hospital, s o “p ractice losses” are Dr.
Hanse n’s REAP prac tice g ains or losses rathe r than the Hospit al ’s g ains or losses. This makes
sense—Dr

. Hanse n was employ ed by REAP to prac tice medicine. T h e co n trac t states that its
purpose is to employ Dr. Hanse n on a full-time basis to provide “prof essional medical service s” on behalf of REAP, which ar e identified a s “the pra ctice of Cardiovasc ular Surg ery .”

2 0Fur thermore , the contra ct is silent reg ardi n g th e h e a lt h c a r e s e r v ic e s p r o v id ed by the Hospital. Rather, the c ontrac t identifies the re venues a nd expenses associate d with D r. Ha nsen’s “ prac tice,” stating that the reve nues are the ear nings derive d from Dr . Hanse n’s per formanc e of “prof essional medical service s” and that the expenses are the costs incurre d throug h Dr. Hanse n’s perf ormanc e of those service s (including , but not limit ed to, expenses for Dr. Ha n s en ’s salary , benef its, vacation time, continuing education, medical malprac tice i nsuranc e, office space , equipment, furniture , utilit ies, supplies, and support personne l at the medical office at which Dr. Hanse n prac ticed). The
contra ct does n o t r e f

ere nce the Hospital’s reve nues or expenses. Thus, Dr. Hanse n’s “pra ctice” g ains

or losses are REAP’s reve nues from Dr. Hanse n’s prac tice of medicine minus REAP’s expenses for
Dr. Hanse n’s prac tice of medicine. Stated differ ently , the term “pra ctice losses” ref ers to REAP’s losses afte r subtracting the expenses R E AP i n curred from the reve nue REAP ear ned from Dr.
Hanse n’s provision of medical service s at any location—the same formula Cluff used in calc ulating the $942,180 fig ure f

or Dr. H ansen’ s y ear -three prac tice losses.
Dr. Hanse n’s arg ument that the term “pra ctice losses” is ambig uous is based not on the
contra ct’s text , but on: (1) an aff idavit by an expert; and (2) the use of the terms “annua l losses” and “clinic losses” in emails and in the minutes of REAP board meeting s. But extrinsi c evidenc e cannot be used to cre ate ambig uity in the contra ct’s text

. Kachina Pipeline Co. v

. Lill is , 471 S.W .3d 445,
450 (Tex. 2015); see Haden , 266 S.W .3d at 450–51 (explai n i n g t h at evidenc e outside the four

corne rs of a contra ct cannot be used to cre ate an ambig uity ). Thus, the only two q u es tions are : (1) whether the contra ct itself is ambig uous reg arding the term “annua l prac tices losses”; and (2) if

2 1not, whether Cluff’s ca lculations y ield Dr. Ha nsen’s y ear -three annual practice losses as t hat t erm is used in the contra ct. 1 0
I n sum, rea sonable minds could not disag ree that Dr. Hanse n’s annual prac tice losses in the third contra ct y ear exceede d $500,000 g iven the financ ial data and calc ulations in the rec ord. Throug h Cluff’s aff

idavit and the supporting trend repor ts, coupled with L uke’s deposition testimony , REAP established that Dr. Hanse n’s prac tice losses from May 1, 2009, throug h April 30, 2010, amounted to $ 9 4 2 , 180. Thus, REAP’s summary -judg ment evidenc e establishes that the condition allowing for Dr. Hanse n’s without-cause termination under section 10.1 was satisfied and that it proper ly terminated the contra ct pursuant to t h e without-cause provision. There fore , as a matter of la

w, REAP did not breac h the contra ct. IV. Tortious Interfere nce with an Existin g Contrac t
We next examine the propriety of the court of appea ls’ decision on the defe ndants’ summary judgme nt motions on Dr. Hanse n’s tortious interfe renc e claim s . W e addre ss the Hospital and

D r . H a n s e n s e e m s t o a r g u e t h a t t h e t e r m “ p r a c t i c e l o s s e s ” s h o u l d b e d e t e r m i n e d b a s e d o n D r . H a n s e n ’ s 10

“ e n t e r p r i s e v a l u e ” w i t h t h e H o s p i t a l

. H o w e v e r , D r . H a n s e n ’ s i n t e r p r e t a t i o n i s n o t s u p p o r t e d b y t h e l a n g u a g e i n t h e c o n t r a c t f

o r t h e r e a s o n s j u s t e x p l a i n e d

. F u r t h e r , i f w e w e r e t o a c c e p t D r . H a n s e n ’ s p o s i t i o n t h a t h i s R E A P p h y s i c i a n p r a c t i c e l o s s e s a r e b a s e d o n h o s p i t a l r e v e n u e , i t w o u l d v i o l a t e s t a t e l a w r e s t r i c t i n g t h e c o r p o r a t e p r a c t i c e o f m e d i c i n e , m a k i n g t h e c o n t r a c t v o i d a s a m a t t e r o f l a w . S e e G u p t a , 1 4 0 S

. W

. 3 d a t 7 5 2 ( e x p l a i n i n g t h a t t h e T e x a s M e d i c a l P r a c t i c e A c t p r o h i b i t s a c o r p o r a t i o n c o m p r i s e d o f l a y p e r s o n s f r o m e m p l o y i n g l i c e n s e d p h y s i c i a n s t o t r e a t p a t i e n t s a n d t h e n r e c e i v i n g f

e e s f o r t h e t r e a t m e n t p r o v i d e d )

. I n d e e d , D r . H a n s e n a c k n o w l e d g e s i n h i s b r i e f t h a t h e a n d t h e H o s p i t a l m u s t b e c o n s i d e r e d s e p a r a t e u n d e r T e x a s l a w . T h u s , t h e H o s p i t a l ’ s r e v e n u e s c o u l d n o t h a v e b e e n c o n s i d e r e d w h e n c a l c u l a t i n g D r . H a n s e n ’ s p r a c t i c e l o s s e s . C o u r t s c a n n o t c o n s t r u e a c o n t r a c t t o i m p o s e o r e n f o r c e a n i l l e g a l o b l i g a t i o n . F i s c h e r v
. C T M I , L

. L

. C

. , 4 7 9 S

. W

. 3 d 2 3 1 , 2 3 9 ( T e x . 2 0 1 6 )

. W h e n t w o c o n s t r u c t i o n s o f a c o n t r a c t a r e p o s s i b l e , t h e c o u r t s m u s t a p p l y t h e o n e t h a t d o e s n o t r e s u l t i n a v i o l a t i o n o f l a w . I d

. T h u s , t h e “ p r o f

e s s i o n a l m e d i c a l s e r v i c e s ” r e n d e r e d b y D r . H a n s e n a n d c o n t e m p l a t e d b y t h e c o n t r a c t c a n n o t , a s a m a t t e r o f l a w , i n c l u d e s e r v i c e s p r o v i d e d o r r e v e n u e s r e c e i v e d b y t h e H o s p i t a l

. 2 2J ackson separ ately from PSC beca use the Hospital and J ackson filed a joint motion for summary judgme nt while PSC filed its own motion. A. Applicabl e Law
To establish a claim for tortious interfe renc e with a contra ct, a plaintiff must establish: (1) the exis tence of a valid contra ct subject to interfe renc e; (2) that the defe ndant willfully and intentionally interfe red w ith the contrac t; (3) that the interf ere nce pr ox imately

cause d the plaintiff’s injury ; and (4) that the plaintiff incurre d actua l damag e or loss. Butnaru v. Ford Motor Co. , 84 S.W .3d 198, 207 (Tex. 2002). I ntentional interfe renc e does not require intent to injure, onl y that “t h e ac t or desires
t o cause the conseque nces of his act, or that he believes that the conseque nces are subs t an t i al l y

cer tain to result from it.” Sw. Bell Tel. Co. v. John Carlo Tex., Inc. , 843 S.W .2d 470, 472 (T ex. 1992) (c itation omit ted). B. Analysi s 1. The Hosp ital and Jackson The trial court g rante d the Hospita l an d J ackson’s no-evide nce and traditional motion for
summary judgme nt on Dr. Ha n s en ’s tortious interfe renc e claim. Howeve r, the court of appea ls

reve rsed, holding th at : (1) nothing indicated that J ackson was acting as REAP’s ag ent when he alleg edly interfe red with Dr. Hansen’ s employ ment contra ct; (2) Dr. Hanse n raised a fact issue as
to whether the Hospital and J ackson interfe red with the contra ct, based in part on its holding that a fac t issue exis ted on Dr. Hanse n’s brea ch of contra ct claim; and (3) the trial court could not have
g rante d summary judgme nt on the traditional g round urg ed in the motion beca use the Hospital and

2 3J ackson failed to amend their motion to addre ss new claims alleg ed in Dr. Hanse n’s six th amende d

petition. ___ S.W .3d at ___, ___. The Hospital and J ackson raise a number of arg ument s re garding the court of appea ls’ decision. F irst, they

arg ue that the c ourt of appea ls e rre d by holding that no e vidence showed that
J ackson acte d as REAP’s ag ent when he reque sted that REAP terminate Dr. Hanse n’s contra ct and by holding that Dr. Hanse n was not require d to produce evidenc e raising an issue of materia l fac t as
to whether J ackson acte d entirely out of his own interests and not REAP’s. That is, the Hospital and
J ackson arg ue that J ackson could not have tortiously interfe red beca use J ackson was REAP’s ag ent and thus not a strang er to the contra ct. Second, they arg ue that the court of appea ls err ed in overturning the summary judgme nt on Dr. Hanse n’s tortious interfe renc e claim beca use no evidenc e showed that REAP bre ac h ed the contra ct. Third, they arg ue that they established the aff irmative defe nse of justification. We conclude that the court of appea ls err ed by h o l d i n g t h at no evidenc e indicates that J ac k s o n was acting as a REAP ag ent at the t ime of t he allege d interfe renc e and that
summary judgme nt was proper beca use Dr. Hanse n failed to raise a question as to whether J ackson was motivated solely

by his own interests.
To prove the willful and intentional interfe renc e element of a tortious interfe renc e claim, the plaintiff m ust show that the defendant was leg ally capa ble of tortious interfe renc e. See Holloway

v. Skinner , 898 S.W .2d 793, 795–96 (Tex. 1995). To be leg ally capa ble of tortious interfe renc e, the defe ndant must be a stra

ng er to the c ontrac t with which he allege dly interfe red. Id. at 794–95. I n Holloway v. Skinner , we extended this rule to corpor ate ag ents—bec ause corpor ations can act only

2 4throug h ag en ts, the g ener al rule is that a corpor ation’s ag ent cannot tortiously interfe re with the

corpor ation’s contra ct, except under limit ed cir cumstance s. Id. at 795–96.
I n Holloway , the holder of a corpor ation’s promissory note sued a co rp o rate office r who owned a non-controlling share of the corpor ation for tortiously interfe ring with the note by inducing the corpor ation’s defa

ult. Id. at 794. The trial court rende red judgme nt ag ainst the corpor ate office r

on the tortious interfe renc e cla i m i n ac co rdanc e with the jury ’s verdic t. Id. After the court of
appea ls aff

irmed the trial court’s judgme nt, we g rante d the corpor ate office r’s petition f or revie w. Id. I n our decision, we first noted t he well-established principle that a party must be a strang er to

a contra ct to be subject to a tortious interfe renc e claim—that is, a party to a contra ct cannot tortiously interfe re with its own contra ct. Id

. at 7 9 4–95. We explained further that the plaintiff alleg ed interfe renc e by an individual who was also the lawful repr esenta tive of the corpor ation. Id. at 795. Recog nizi ng that “[d] oing business throug h corpor ate structure s is a . . . nece ssary incident of business life,” and in further ance of the policy rationale that corpor ate ag ents should be fre e to advise the cor poration without fea

r of third pa

rty claims of tortious interfe renc e, we held: [W ]hen the defe ndant serve s the dual roles of the corpor ate ag ent and the third party who alleg edly induces the corpor ation’s brea ch.

. . . [t ]o establish a p ri m a fac ie case . . . the alleg ed ac t o f interfe renc e must be perf ormed in further ance of the defe ndant’ s persona l interests so as to prese rve the logic ally nece ssary rule that a party cannot tortiously

interfe re w ith its own contra ct. Id. at 795–96 (citation omitted). Thus, for a plaintiff “to meet his burden in a case of this nature , the plaintiff must show that the defe ndant acte d in a fashion so contra ry to the corpor ation’s best interests that his actions could only have been motivated by persona l interests.” Id. at 796. Be cause the pl aintiff failed to prese nt such evidence at trial , we h el d t h at no evidenc e supported the j ury ’s

2 5finding of the second element of tortious interfe renc e: a willful or intentional act of interfe renc e by

the def endant a cting in his personal ca pacity

. Id. at 796–97. Thus, under our decision in Holloway , when the defe ndant is both a corpor ate ag ent and the interfe ring tortfea sor, the plaintiff car ries the burden of proving as part of its “prima fac ie case ” that the ag ent “ac ted in a fashion so contra ry to the corpor ation’s best interests that his actions could only have been motivated by persona l interests” and thus could not have been acting within the scope of his ag ency at the time of the interfe renc e. Id. at 796; see also Latch v. Gratty, Inc. , 107 S.W .3d 543,
545 (Tex. 2003) (per curia m) (“F urthermor e, an ag ent cannot be held to have acte d ag ai nst the principal’s inter ests unless the principa l has objecte d.”). Although we have repeate dly explained in case s following Holloway t h at t h is narr ow rule arises “[w]hen the defe ndant is both a corpor ate ag ent and the third party who alleg edly induces the
corpor ation’s brea ch,” see, e.g. , Powell Indus., Inc. v. Allen , 985 S.W .2d 455, 456–57 (Tex. 1998) (per curia m ), we h av e not y et explored how Holloway applies when a corpor ate ag ent moves for
summary judgme nt on no-evide nce g rounds. Fur thermore , the defe ndant’s status as an ag ent of the party to the underly ing contra ct was not at issue in our subsequent decisions apply ing Holloway

. See, e.g. , In re Vesta Ins. Grp., Inc. , 192 S.W

. 3 d 7 5 9 , 7 60 (Tex. 2006) (per curia m); Latch , 107
S.W .3d at 546; Prudential Ins. Co. of Am. v. Fin. Rev iew Servs., Inc. , 29 S.W .3d 74, 78 (Tex. 2000); Allen , 985 S.W .2d at 456; Morgan Stanley & Co. v. Tex. Oil Co. , 958 S.W .2d 178, 178 (Tex. 1997);
ACS Inv’ rs , 943 S.W .2d at 429, 432. We hold that under the circ umstances of this case , in which the summary -judg ment rec ord reve als no fac tual dispute as to the defe ndant’s status a s an ag ent of

one party to the underly ing contra ct, Dr. Hanse n had the burden to prove as part of his “prima fac ie

2 6case ”—and to there fore avoid summary judgme nt on no-evide nce g rounds—that J ackson “ac ted in

a fashion so contra

ry to t h e co rp o ration’s best interests that his actions could only have been motivated by persona l interests.” See Holloway , 898 S.W .2d at 796; see also Merre ll Dow Pharm.,
Inc. v. Havne r , 953 S.W .2d 706, 711 (Tex. 1 9 9 7 ) (“ A no evidenc e point will be sustained when

. . . the evidenc e conclusively est ab l i s h es the opposite of the vital fac t.”). Acc ording ly , we
must deter

mine whether the summary -judg ment rec ord conclusively establishes J ackson’ s status as REAP’s ag ent at the time of his alleg ed interf ere nce. To establish the exis tence o f an ag ency rela tionship, the evidenc e must demonstrate the purported ag ent’s consent to act on the principal’s b eh alf and subject to the principal’s control, toge ther with the purported principal’s authorization for the ag ent to a ct on his be half. Grissom v. W a tson , 704 S.W .2d 325, 326 (Tex. 1986). Thus, we must deter mine whether the summary judgme nt rec ord establishes that, at the time of J ac k s o n’s alleg ed interfe renc e, J ackson had
consente d t o ac t o n REAP’s behalf and subj ect to REAP’s control and that REAP had authoriz ed
J ackson to act on its b ehalf

. As explained below, we conclude that the rec ord conclusively establishes J ackson’ s status as REAP’s ag ent, placing a burden on Dr. Hanse n, as part of his prima fac ie case , to prese nt evidenc e showing that J ackson “ac ted in a fashion so contra ry to [R EAP]’s best
i n t erests that his actions could only have been motivated by persona l interests.” Holloway , 8 9 8
S.W .2d at 796

. First, althoug h not deter

minative, we note that Dr. Hansen arg ued in ear lier pl eadin gs an d motions that J ackson was REAP’s ag ent. For example, D r. Hanse n arg ued previously that “[o] nly
J ackson, a s an ag ent, both of [the Hospital] and REAP, could tell Dr. Ha nsen that he could not g o
2 7to a clinic staffe d by other REAP doctors that fed [t he Hospital] with patients.” Dr. Hanse n also

arg ued that “Jackson, as an ag ent both of [t he Hospital] and REAP, had power to exclude Dr. Hanse n from the mar

ket for medical services to patients at [ the Hospi tal’s] fee der clinics.” I ndeed, in Dr

. Hanse n’s six th amended pe tition, t he live plea ding at the time the trial court r uled on t he Hospital and J ackson’ s motion for summary judgme nt, Dr. Ha n s en al l eg ed that J ackson notified a PSC employ ee “that REAP wished to terminate Dr. Hanse n’s ag ree ment”—demonstra ting J ackson’ s
consent to act on REAP’s be half. Dr. Hanse n made the same asser tion in response to the Hospital and J ackson’ s motion for summary judgme nt. Finally , in Dr. Hanse n’s response to the Hospital and
J ackson’ s motion for summary judgme nt, Dr. Hanse n h i g hlighted an email in which Bossha rt
reque sted that the REAP Boa rd convene to discuss Dr. Hanse n’s employ ment, which contemplated that it would be J ackson who, upon the board’ s decision, would notify Dr. Ha nsen that REAP had terminated the contra ct.
I n addition to Dr. Hanse n’s arg uments that J ackson was REAP’s ag ent, it is undisputed that
J ackson acte d as REAP’s ag ent when he neg otiated the terms of Dr. Hanse n’s contra ct on behalf of
REAP in 2007. I n fac t, J ackson executed the third amendment to Dr. Hanse n’s employ ment contra ct

on behalf of REAP in September 2007, demonstrating that J ackson was REAP’s ag ent at the time.
Fur thermore , the summary -j u d gm en t rec ord—including in larg e part Dr. Hanse n’s own evidenc e—esta

blishes that J ackson continued to serve as REAP’s ag ent during Dr. Hanse n’s dispute with the other car diologists and when he rec ommended that the REAP Boa rd terminate Dr. Hanse n’s
contra ct in Fe bruar

y 2010. For example, when Dr. Hanse n’s dispute with the BCS Hea rt

car diologists boiled over in 2009, Dr. Ha nsen soug ht J ackson’ s assistance, a nd J ackson a ttempted

2 8to mediate the disag ree ment. Dr. Hanse n testified that J ackson, acting as REAP’s ag ent in Dec ember

2009, instructed him to stop working in a neig hboring healthca re fac ility to ease the tensions betwee n the feuding phy sicians

. Fu rther, J ackson undertook a revie w of Dr. Hanse n’s perf ormanc e with
respe ct to the trea tment of cer tain patients in an attempt to resolve the dispute betwee n Dr. Hanse n and the car diologists. Additionally , as the end of Dr. Hanse n’s third contra ct y ear approa ched, Dr.
Hanse n and J ackson beg an discussing a contra ct “re neg otiation” in lieu of a “re newa l.” I ndeed, Dr.
Hanse n testified that he and J ackson went back and forth about how much money Dr. Hanse n would be paid in his fourth y ear

working for REAP under a new employ ment ag ree ment. 1 1
I n addition to the evidence showing that J ackson c ontinued to serve as REAP’s ag ent well into 2009 and 2010, J ackson testified that he has an ong oing role as RE AP ’s age n t as p art of his position as C EO o f t h e Ho s p i t al. Specifica lly , J ackson testified that one of his responsibilities as CEO of the Hospital is to serve as REAP’s ag ent: Q. Now, do y ou -- a

re y ou a par

t of REAP?
A. I ’m an a g ent of REAP. Q. And wha t does that mean?
A. That means I have the authority to provide a contra ct to a phy sician afte r it’s been authorized by

REAP. Q. Do y ou have the authority to neg otiate the contr act?
A. I have the authority to sug g est terms. I f y ou want to define that as neg otiate, then I can sug g est terms; but ultimately it’s the Reg ional Employ ee A ssistance Prog ram that has final a

pproval on a

pproving them.

D r . H a n s e n u l t i m a t e l y r e j e c t e d J a c k s o n ’ s o f

f e r f o r e m p l o y m e n t w i t h R E A P f o r a n a d d i t i o n a l y e a r a t a s a l a r y 11
o f $ 4 2 5 , 0 0 0

. 2 9Q. Are y ou compensa ted in any way for providing that service as an ag ent for REAP?
A. I ’m just compensa ted t o be jus t one -- just th e C E O of C olleg e S tation Medica l Center. Par

t of my job duties include being an ag ent of REAP. Q. And so College Station Medica l Center, which is the hospital, pay s y our salary to be an a g ent of REAP, corr ect?
A. I t p ay s me to manag e the hospital and do other duties; and this is one of th o s e duties, is to be an ag ent of REAP. This testimony , along with other evidenc e in the summary -judg ment rec ord, shows that J ackson was REAP’s ag ent at all times rele vant to Dr. Hanse n’s lawsuit. This is particula rly clea r in light of the evidenc e providing insight into the rela tionship betwee n REAP a nd the Hospital. First, the rec ord shows that Communi ty Hea lth Sy stems, I nc., a holding company that does not have any employ ees, took over the Hospital when it acquir ed Triad Hea lth Corp o ra t i o n i n 2 0 07. As part of that acquisition, Communi ty Hea lth Sy stems took over the Hospital, PSC , and REAP. I n other words, the record establishes that Communi ty Hea lth Sy stems is the parent company of all of t he entiti es involved in Dr. Hanse n’s lawsuit. Moreove r, Dr. Hanse n responde d to the Hospital and J ackson’ s motion with evidenc e confirming that REAP, the Hospital, and PSC are direc tly or indirectly owned by Communi ty Hea lth Sy stems. For example, Dr. Hanse n filed Texas fra nchise tax repor

ts showing that REAP is owned by

Communi ty

Hea lth Phy sicians Oper ations, a differe nt Communi ty Hea lth
S y s t em s subsidiary and sister of PSC under the larg er “Community Hea lth Sy stems” corpor ate umbrella. Additionally , L uke’s deposition testimony shows that REAP relies on o t h er Communi ty
Hea lth Sy stems subsidiaries to support its opera tions. For example, L uke testified that REAP does

3 0not employ paid staff or keep its own rec ords. Rather, the purpose of the REAP Boa rd is to “ensur e that th e p hy sicians who are employ ed are proper ly cre dentialed. They revie w their cre dentialing packe t a nd approve the employ

ment of those phy sicians. And then they also exercise rig hts unde r

cer tain contra cts. They ca n also terminate phy sicians, if nece ssary . That’s pretty much it.” Represe ntatives from PSC and the hospitals and clinics at which REAP’s phy sicians opera te repor t
to and brief the REAP Boa rd on financ ial, opera tional, and quality matters with respe ct to REAP’s phy s i ci an s . I n s h o rt, the evidenc e on file with the trial court when it ruled on the defe ndants’
summary -judg ment motions clea rly shows that REA P, w h ic h a c ts th r o ug h its board of direc tors, does not do much more than vote on the employ ment and ter

mination of phy sicians.
Dr. Hanse n arg ues that the evidenc e shows that J ackson was not ac t i n g as R EAP’s ag ent when the REAP Boa

rd met to terminate Dr. Hansen’s employ ment contra ct. Specifica lly , Dr.
Hanse n contends that J ackson announce d that he was acting in his capa city as CEO of the Hospital when he reque sted that the REAP Boa rd terminate Dr. Hanse n’s contra ct. Dr. Hanse n points to the minutes of the Fe bruar

y 2010 board meeting , which state: “A. Bos s h ar t wa s n otified by Thomas
J ackson, Chief Ex ecutive Of fi ce [ s ic] of College Station Medica l Center, that REAP wished to terminate Dr. Henr

y Hanse n’s ag ree ment without cause pursuant to section 10.1 of the ag ree ment.”
Howeve r, these minutes—prepar ed as a summary of the meeting —do not show that J ackson was not REAP’s ag ent at the time of the meeting ; rathe r, the minutes show that J ackson, speaking on behalf of REAP, e x presse d that “REAP wished to te rminate” Dr. Hanse n. The fac t tha t the minutes state
J ackson’ s titl e as CEO of the Hospital does not ra ise an issue of ma terial fa ct.

3 1Dr. Hanse n also points to Bossha rt’s email calli n g the REAP Boa rd to the Fe bruar

y 2010 telephone me eting , in which B osshart wrote : Due to his past behavior issues and his si gn i fi cant clinic losses, the CEO of the fac ility has reque sted that the 5.01(a) Boa rd terminate Dr. Hanse n’s employ ment ag ree ment without cause . I have attache d a letter draf ted by the CEO, Tom J ackson, intended for Dr. Hanse n. Tom will not provide Dr. Hanse n with this letter until May 3, 2 0 1 0 , wh i ch is the date REAP contra ctually fulfills their part of Dr. Hanse n’s ag ree ment with reg ard to not terminating his contrac t without cause. Ag ain, the fac t that Bossha rt ref err ed to J ackson as CEO of the Hospital does not establish that
J ackson w as no long er REAP’s a g ent in Fe bruar y 2010. And the fac t tha

t Jackson was reque sting that the REAP Boa

rd terminate Dr. Hanse n’s contra ct does not ne g ate his status as REAP’s a g ent, as it is undisput ed that only the REAP Boa

rd could vote to ter

minate Dr. H ansen’ s contrac t.
I n light of all of this evidenc e, we conclude that the summary -judg ment rec ord conclusively establishes that J ackson was REAP’s ag ent at all times rele vant to Dr. Hanse n’s lawsuit. There fore ,

we next consider whether Dr. Hans en p re sented evidenc e showing that the J ackson “ac ted in a fashion so contra

ry to [R EAP]’s best interests t hat hi s actions could only have been m o t i v at ed by
persona l interests” and thus could not have been acting within the scope of his ag ency at the time of the interfe renc e. Holloway , 898 S.W .2d at 796.
As explained alre ady , a plaintiff suing a corpor ate ag ent for tortious interfe renc e must prove that “the ag ent acte d ‘so contra ry to the corpor ation’s interests that his or her actions could only have been motivated by persona l interest.’ Fur thermore , an ag ent cannot be held to have acte d ag ainst the principal’ s i n t er es ts unless the principal has objected.” Latch , 107 S.W .3d at 545 (quoting ACS
Inv’ rs , 943 S.W .2d at 432; citing A l len , 985 S.W .2d at 457). To avoid summary judgme nt, the

3 2plaintiff must prese nt evidenc e raising a question as to whether “the ag ent ac t ed wi llfully and

intenti onally to serve the ag ent’s persona l interests at the corpor ation’s expense. A corpor ate office r’s mix ed motives—to benef it both himself and the corpor ation—are insufficient to establish liability .” Allen , 985 S.W .2d at 457 (citing Holloway , 898 S.W .2d at 798; ASC Inv’ rs , 943 S.W .2d
at 432). Additionally , beca use a principal is a superior judge of its own best interests, we consider the principal’s evalua tion of the ag ent’s actions when deter mining whether the corpor ate ag ent acte d
ag ainst the principal’s i n t er est s. Id. I f t he principal “does not complain about its ag ent’s actions, then the ag ent ca

nnot be held to have acte d contra ry to the corpor ation’s intere sts.” Id.
We hold that Dr. Hanse n failed to prese nt any evidenc e showing that J ackson was motivated only by his own persona l interests with respe ct to his role in Dr. Hanse n’s termination. Dr. Hanse n’s amende d response to the Hospital and J ackson’ s motion mere ly alleg es that “Jackson and the Hospital wer e third parties to the REAP ag ree ment with Dr. Hanse n.” Moreove r, Dr. Hanse n’s
response simply re i t er at es t he alleg ations raised in his six th amende d petition and highlig hts the minutes from the Fe bruar y 2010 REAP board meeting

. Howeve r, this evidenc e does not show that
J ackson was motivated solely by his own persona l interests when he reque sted that the REAP Boa rd terminate Dr. Hanse n’s contra ct, and we find nothing in Dr. Hanse n’s response to the Hospital and
J ackson’ s motion raising a question as t o J ackson’ s motives. Fur ther, Dr. Hanse n has not offe red

an y evidenc e showing t hat R EAP was diss atisfied with or obj ecte d to J ackson’ s rec ommend at i o n th at it terminate Dr. Hansen without cause at t he end of hi s third contra ct y ear . We conclude that
Dr

. Ha n s en fa i led to prese nt evidenc e raising a g enuine issue of materia l fac t as to the second element of tortious interfe renc e—a willful or intentional act of interfe renc e. As a result, we hold that

3 3the trial court proper ly g rante d summary judgme nt on Dr. Hanse n’s tortious infere nce claims ag ainst

the Hospital and Jackson without reac hing the ir other g rounds for summar y judgme nt. 1 2
2. P SC The court of appea ls reve rsed the t ri al court’s order g ranting PSC ’s traditional and no-evide nce motion for summary judgme nt. ___ S.W .3d at ___. Whil e we ag ree with the court of
appea ls’ conclusion that PSC is not entitled t o s u m m ary judgme nt on no-evide nce g rounds, we concl u d e t h at t h e court of appea ls err ed by holding that PSC had not conclusively established its justification defe nse. a. No-Evidence G rounds The court of appea ls reje cted PSC ’s no-e v i d ence g rounds to Dr. Hanse n’s tortious interfe renc e claim beca

use it conclude d that PSC ’s motion challeng ed only the evidenc e supporting the damag es ele ment of tortious interfe renc e with an e x isting contra ct. Id. We ag ree . Rule 16 6 a( i ) o f the Texas Rules of Civil Procedur e require s that a no-evide nce motion specific ally state the element or elements for which there is no evidenc e. T E X
. R. C I V
. P. 166a(i).
We have called for strict enfor ceme nt of this require ment. See Timpte Indus., Inc. v. Gish , 286
S.W .3d 306, 310–11 (Tex. 2009) (holding that a no-evide nce motion must specific ally identify the challeng ed elements to satisfy Rule 166a(i)) ; McConnell v. Southside Indep. Sch. Dist. , 858 S.W .2d 337, 339–42 (Tex. 1993). Thus, a no-evide nce motion that lists eac h element of the plaintiff’s claim and then asser

t s t hat the plaintiff has no evidenc e to support “one or more” or “any of” those

S p e c i f i c a l l y , w e n e e d n o t a d d r e s s t h e H o s p i t a l a n d J a c k s o n ’ s c o n t e n t i o n t h a t s u m m a r y j u d g m e n t w a s p r o p e r 12 b e c a u s e J a c k s o n m e r e l y i n d u c e d R E A P t o d o w h a t i t h a d a l e g a l r i g h t t o d o u n d e r t h e t e r m s o f t h e c o n t r a c t a n d b e c a u s e R E A P d i d n o t b r e a c h t h e c o n t r a c t

. W e a l s o n e e d n o t r e a c h t h e m e r i t s o f t h e H o s p i t a l a n d J a c k s o n ’ s j u s t i f i c a t i o n d e f

e n s e . 3 4elements is insufficient to support summary judgme nt beca use this lang uag e does not clea rly ide ntify which el em en t s , wh ether some or all, are challeng ed. See, e.g. , Jose Fuentes Co. v. Alfaro , 418
S.W .3d 280, 283–86 (Tex. App.—Dallas 20 1 3 , p et. denied) ; Dentler v. Perry , No. 04–02–00034–CV, 2002 WL 3155 7 302, at *5 (Tex. App.—San Antonio Nov. 20, 2002, no pet.) (not desig nated for publication) (holding that a no-evide nce motion arg uing that the plaintiffs “have no evid en ce of any of t he elements of t he causes of action” was i nsufficie nt as a matter of law); Teel

v. Am. Titl e Co. of Hous. , No. 14–00–00375–CV, 2001 WL 1097862, at *2 (Te x . App.—Houston [14t h Dist.] Sept

. 2 0 , 2 0 0 1 , pet. denied) (not desig nated for publication) (holding that motion alleg ing that there was “no evidenc e of

. . . any element of fra ud” was inadequa

te beca use it did not identify any specific element)

. I n PSC ’s amende d no-evide nce motion for summar y judgme nt, PS C arg ued: [P SC] is entitled to summary ju d gm en t b eca use the Plaintiffs have no evidenc e of any element of

this cause of

action. B y

way of example, there is no evidence : (1) that [PS C] eng ag ed in unlawf ul interfer ence with the contra ct, or (2) that [PS C] ’s alleg ed conduc t cause d Plaintiffs any damag es. Thus, PSC ’s no-evide nce motion challeng ed only whether Dr. Hanse n could produce any evidenc e raising an issue of materia l fac t on whether PSC “eng ag ed in unlawful interfe renc e with the contra ct”

or cause d damag es. Howeve r, interfe renc e by an unlawful means is not an essential element of the
tort of interfe renc e with a n exis ting c ontrac t, meaning that the trial court could not g rant summary judgme nt on that g round. See T E X
. R. C I V
. P. 166a(i) (stating that a no-e v i d en ce motion for
summary judgme nt “ must state the elements as to w hich there is no evidenc e”) ; Gish , 286 S.W .3d

3 5at 310–11; see also Rust v. Tex. Farmers Ins. Co. , 341 S.W .3d 541, 551 (Tex. App.—El Paso 2011,

pet. denied) (“[B]eca

use [the defe ndant] failed to specific ally state the e lements for which there is

no evidenc e, the trial court did not err in deny ing [t he] no-evide nce component of the hy brid
summary -judg ment motion.”). We ag ree with the court of appea ls—give n that PSC has not asser ted
on appea l that Dr. Ha

nsen has no pr oof of da mag es, the only element of

tortious interfer ence with

an exis ting contra ct challenge d on no-evide nce g rounds, the trial court could not g rant summary judgme nt on PS C’s no-evidenc e motion.
b. Tradi tional Grounds PSC also raised the aff

irmative defe nse of justification in its traditional motion for summary j u d gm en t

. PSC arg ued that even if its communications with the R EAP Boa rd i nterfe red with Dr.
Hanse n’s contra ct, such interfe renc e wa s justified by PSC ’s undisputed business rela tionship with
REAP that require d PSC to evalua te and provide advice to REAP on the perf orm ance and employ ment of REAP’s phy sicians. Although the court of appea ls ag ree d that the nature of PSC ’s 1 3
business relat i onship with REAP was undisputed, it conclude d that PSC could not establish the defe nse on summary judgme nt absent a contra ct “or other basis of a leg al rig ht to interfe renc e.”

___ S.W .3d at ___. We hold that the court of a ppeals e rre d on this iss ue.

P S C a l s o a s s e r t e d t h a t D r . H a n s e n ’ s t o r t i o u s i n t e r f e r e n c e c l a i m w a s b a r r e d b e c a u s e i t t u r n e d o n P S C ’ s 13
c o m m u n i c a t i o n o f “ t r u t h f u l i n f o r m a t i o n a n d a d v i c e ” t o R E A P

— a n a f f i r m a t i v e d e f

e n s e t o t o r t i o u s i n t e r f

e r e n c e u n d e r t h e R e s t a t e m e n t (

S e c o n d ) o f T o r t s , w h i c h t h i s C o u r t h a s n o t a d o p t e d

. T h e c o u r t o f a p p e a l s r e j e c t e d t h i s t h e o r y .

_ _ _ S

. W

. 3 d a t _

_ _ . T h e c o u r t o f

a p p e a l s a l s o h e l d t h a t s u m m a r y j u d g m e n t c o u l d n o t b e u p h e l d o n t h e g r o u n d o f q u a l i f i e d p r i v i l e g e b e c a u s e P S C ’ s s u m m a r y - j u d g m e n t m o t i o n d i d n o t s p e c i f i c a l l y i n v o k e t h e d e f

e n s e i n i t s d i s c u s s i o n o f t o r t i o u s i n t e r f e r e n c e ( a s o p p o s e d t o i t s i n v o c a t i o n o n D r . H a n s e n ’ s b u s i n e s s d i s p a r a g e m e n t c l a i m )

. I d

. a t

_ _ _ . W e d o n o t r e a c h t h e s e g r o u n d s f o r s u m m a r y j u d g m e n t i n l i g h t o f o u r d e c i s i o n o n P S C ’ s j u s t i f i c a t i o n d e f

e n s e . 3 6We have held that the aff irmative defe nse of justification can be b as ed o n the exercise of either: (1) o n e’ s o wn l eg al rights; or (2) a good-f aith claim t o a colorable lega l rig ht, even though that claim u l t i m ately proves to be mi staken. Prudential , 29 S.W .3d at 80 (citing Tex. Beef Cattl e Co. v. Gree n , 921 S.W .2d 203, 211 (Tex. 1996)). A defe ndant g ener ally establishes justification as

a matter of law “w h en the acts the plaintiff complains of as tortious interfe renc e are mere ly the defe ndant’s exercise of its own contra ctual rig hts.” Id. at 81. I f a trial court finds that a defe ndant has conclusively established the justification defe nse by proving a leg al rig ht to interfe re with a
contra ct, the defe ndant’s motive or g ood faith underly ing the interfe renc e is irrele vant. Id. at 80; see also Texas Bee

f , 921 S.W .2d at 212 (“[W] e d i s avow g ood faith as rele vant to the justification defe nse when the defe ndant establishes its leg al rig ht to act as it did.”)

. Conversely , if a defe ndant
cannot establish the def

ense a s a matter of

law, the de fenda

nt “ can still establish the defe nse if the trial court de termines that the defenda nt interfe red while exercising a colorable right, and the j ury finds that, althoug h mistaken, the defe ndant exercised that c o lorable rig ht in g ood faith.” Prudential , 29 S.W .3d at 80 (citing Texas Bee f , 921 S.W .2d at 211). The def en s e d o es n o t apply when the interfe renc e is by illega l or tortious mea ns, such as misrepre sentation or fr aud. See, e .g. , id. at 81. Many kinds of business rela tionships can be formed without a contra ct and nonetheless g ive rise to a leg al ri gh t to interfe re with another ’s contra ct. One such rela tionship is that betwee n an
ag ent and principal. See, e.g. , Holloway , 898 S.W .2d at 795. An ag ency rela tionship, which can be formed by oral ag ree ment betwee n the par ties or s imply by the parties’ conduct, entitles the age nt
to a ct on the principal’s behalf with the same forc e and eff ect as if the principal had perf ormed the
act himself. See Orozco v. Sander , 824 S.W .2d 555, 556 (Tex. 1992); see also Gaines v. Kelly , 235

3 7S.W .3d 179, 182 (Tex. 2007) (“A n ag ent’s authority to act on behalf of a principal depends on some

communication by the principal either to the ag ent (ac tual or express authority ) or to the third party (appa rent or implied a

uthority ).” (citing Hester Int’l Corp. v. Fed. Re public of Nig. , 879 F.2d 170,
181 (5th Cir. 1989)))

. Fur ther, as we have explained, assuming an ag ent acts within the scope of the authority the principa l has bestowed upon him, a third party g ener ally cannot hold the a g ent liable for tortiously interfe ring with a contra ct betwee n the third party and the ag ent’s principal. Holloway , 898 S.W .2d at 795–96.
Howeve r, Texas courts do not presume that an ag ency rela tionship exis ts. IRA Res., Inc. v. Griego , 221 S.W .3d 592, 597 (Tex. 2007). Rather, if the exis tence of an ag ency rela tionship or the
extent of the authority confe rre d is at issue, the party making the alleg ation has the burden of proving it by a preponde ranc e of the evidenc e. Id. To establish an ag ency rela tio n s h i p , o n e m u s t show a manifestation of consent by the p u rp o rt ed agent to act on the principal’s behalf and subj ect to the principal’s control, toge ther with a manifestation of consent by the purported principal authorizing his ag ent to ac t

. Gr i s som , 704 S.W .2d at 326. Thus, we must deter mine whether PSC prese nted evidenc e conc lusively

establishing the exis tence of an ag ency rela tionship in which PSC provided advice to REAP about the financ ial perf ormanc e and employ

ment of its phy sicians. I f PSC did so, then it also conclusively established a leg al rig ht to interfe re with Dr. Hanse n’s employ ment contra ct despite the lac k of a w ritten contra ct in its summ ary -judg ment proof.
We beg in our analy sis by reiter ating that the summary -judg ment evidenc e depicts a web of
org anizations at play , all owned by Communi ty Hea lth Sy stems, I nc. That i s , the undisputed evidenc e shows that Communi ty Hea lth Sy stems, I nc., has owned and opera ted the Hospital, PSC , 3 8and, indirectly , REAP as subsidiaries since at least 2007. Uncontrove rted evidenc e also shows that

Communi ty Hea lth Sy stems subsidiaries, such as PSC , provide nece ssary opera tional s u p port to REAP, an entity that has no employ ees or paid staff and does not maintain its own business rec ords. Rather, repr esenta tives from PSC and the hospitals and clinics at which REAP’s phy sicians opera te
repor t to and brief the REAP Boa rd on financ ial, opera tional, and quality matters reg arding REAP’s phy sicians. Thus, the evide nce is c lear that REAP, whic h acts throug h its boa rd of dire ctors, does littl e more than hire a

nd fire phy sicians.
Her e, PSC asserted that it was justified as a matter of law beca use it had “the leg al rig ht to provide input and advice to the REAP Boa rd reg arding the employ

ment of phy sicians.” To support this contention , PSC relied on the deposition testimony of L eslie L uke, PSC ’s vice president of
p ra ct i ce m an ag ement. L uke testified that his role at PSC is to “make rec ommendations to th e [R EAP] boar d as far as the hiring and termination of phy sicians” and that his “ role with REAP” is
to “ make rec ommendations to them as far as phy sicians who would like to be employ ed by REAP in terms of their salarie s or compensa tion, in g ener al [and] make rec ommendations as far as terminations.” He explained that since 2007, he has been responsible for “eva luat[i ng ] phy sician

1 4 emplo y ment contra cts [and] mak[ing] rec ommendations to hospital CEOs in reg ard to employ ed phy sicians.” L uke further testified that his role at PSC is to “mana g e . . . t he employ ed phy sician clinics . . . by

analy zing their fina

ncial data , seeing how they ’re opera ting.”

L u k e t e s t i f

i e d f u r t h e r t h a t h e h a s a r o l e i n a d v i s i n g t h e R E A P B o a r d d u r i n g c o n t r a c t n e g o t i a t i o n s w i t h 14 p h y s i c i a n s b y “ w o r k [ i n g ] w i t h C E O s a n d R E A P t o r e c o m m e n d t h e t e r m s t h a t a r e o n t h e r e . ” L u k e l a t e r a n s w e r e d a f f i r m a t i v e l y w h e n D r . H a n s e n ’ s c o u n s e l a s k e d w h e t h e r h e w o u l d h a v e h a d t o m a k e a r e c o m m e n d a t i o n f o r t h e h i r i n g o f a d i f f e r e n t d o c t o r b y R E A P

. 3 9L uke also testified about PSC ’s interac tions with the REAP Boa rd, explaining that one of his employ ees, Ashley Bossha rt, attends and keeps minutes of the REAP board meeting s and that L uke himself attends those meeting s in or der to provide rec ommendations direc tly to the REAP B oard.
L uke also testi fi ed t h at t he REAP Boa rd can instruct him to obtain more information when

nece ssary . Thus, L uke’s testimony establishes that his primary role a t PSC is to advise the REAP
Boa rd reg arding t h e employ ment of phy sicians, including providing details about phy sician perf ormanc e. I ndeed, L uke testified that he has “dire ct acc ess” t o i n fo rm ation on Dr. Hanse n’s collections from the third-par ty billing and collection provider, PPS I , and reg ularly rec eives repor ts from PPS I on the phy sicians employ ed by REAP. L uke explained that his basic job day in and day
out is to “look at these numbers and see if these phy sicians are perf orming .” L

uke also testified that
h e was executing these duties when he was evalua ting Dr. Hanse n’s perf

ormanc e at the t i m es rele vant t o Dr. Hansen’s lawsuit. I n fac t, L uke testi fied that he was responsible for manag ing the issues with Dr. Hanse n’s employ ment, including Dr. Hanse n’s difficulties secur ing car diovascular
surg ical re fer

rals, on REAP’s beha lf. Final l y , L u k e testified about the exis tence of a contra ctual rela tionship betwee n PSC and REAP under which he opera tes: Q. L et me rephr ase the question so that we’ re clea r on it an d i t ’s one question. I s there a contra ct betwee n the manag ement company and REAP as to the service s - or that rela tes to the servic es the mana g ement compa ny provides for

REAP? A. My understanding , that there is one. Ihave not se en it.
We hold that PSC conclusively established an ag ency rela tionship betwee n L uke and REAP, such that PSC has established a leg al rig ht to interfe re with Dr. Hanse n’s employ ment contra ct. Dr.

4 0Hanse n did not challeng e the evidenc e highlig hted above. Rather, Dr. Hanse n has consistently

ref err ed to L uke as “the ‘financ ial g uy ’ for REAP afte r 2007.” I ndeed, in arg uing that J ackson was

n o t RE A P’ s ag ent afte r 2007, Dr. Hanse n contende d that “L uke assumed that role” when Communi ty
Hea lth Sy stems acquir ed the Hospital in 2007. Thus, it is undisputed that L uke was responsible as PSC ’s vice president of prac tice manag ement for ev al u ati ng and advising the REAP Boa rd on
matters rela ting to phy sician employ ment. I t is also undisputed that L uke was acting in that capa city when he advised the REAP Boa rd that it was entitled to exercise its option to terminate Dr. Hanse n for excessive prac tice losses. I n addition, L uke’s “under standing ” of the exis tence of a contra ct betwee n REAP and PSC went unref uted. L uke also testified that the REAP Boa rd can “instruct him”
to obtain additiona l in f

o r ma ti o n a s n e c e s s a

r y

— e s ta b li s h in g th a

t L u k e was subject to REAP’s control. Thus, we conclude that the rec ord does not reve al any fac tual dispute as to whether PSC had the leg al rig ht to provide input and advice to the REAP Boar d reg arding the employ

ment of phy sicians.
Be cause Dr. Hanse n has not challeng ed the co u rt of appea ls’ aff irmation of the summary judgme nt g r a

n te d on Dr. Hanse n’s business disparag ement claim and beca use there is no other illega l
or t ortious act at issue, the onl y question rema i n i n g is whether the j ustification defe nse does not 1 5 apply beca use L uke excee ded the sc ope of his leg al rig ht.

D r . H a n s e n c l a i m s t h a t L u k e ’ s a c t i o n s w e r e i l l e g a l b e c a u s e o f t h e l a w s p r o h i b i t i n g t h e c o r p o r a t e p r a c t i c e o f 15
m e d i c i n e . H o w e v e r , L u k e m e r e l y p r o v i d e d i n f o r m a t i o n a n d r e c o m m e n d a t i o n s t o t h e R E A P B o a r d ; h e d i d n o t u n l a w f u l l y t e r m i n a t e D r . H a n s e n h i m s e l f o r e n g a g e i n o t h e r c o n d u c t v i o l a t i n g t h e s e s t a t u t e s a n d r e g u l a t i o n s . S e e T E X
. O C C
. C O D E § § 1 6 2

. 0 0 2 1

– . 0 0 2 3 ( s t a t i n g t h a t h e a l t h o r g a n i z a t i o n s : ( 1 ) m a y n o t i n t e r f e r e w i t h , c o n t r o l , o r o t h e r w i s e d i r e c t a p h y s i c i a n ’ s p r o f e s s i o n a l j u d g m e n t ; ( 2 ) m u s t a d o p t , m a i n t a i n , a n d e n f o r c e p o l i c i e s t o e n s u r e t h a t e m p l o y e d p h y s i c i a n s e x e r c i s e i n d e p e n d e n t m e d i c a l j u d g m e n t w h e n p r o v i d i n g c a r e t o p a t i e n t s ; a n d ( 3 ) m a y n o t d i s c i p l i n e t h e p h y s i c i a n f o r r e a s o n a b l y a d v o c a t i n g f

o r p a t i e n t c a r e )

. 4 1Dr. Hanse n arg ues that there is a fac t issue as to whether PSC ex ce ed ed its leg al rig ht by

providing advice to REAP about “matter s that we re n ot financ ial” or by providing incomplete or inacc urate information. Dr. Ha nsen points to the following acts by PSC to support his claim that
PSC exceede d the scope of its rig ht to interfe re: (1) L uke’s November 2009 rec ommendation that REAP be prepa

red to terminate Dr. Hanse n “bec ause of his issues with the cardiolog ists” (i.e., his

re fusal to see patients ref err ed by Drs. L echin and L ammog lia); (2) Bossha rt’s alleg ed s t at em en t during the REAP board meeting in Fe bruar y 2010 that “Jackson, as Chief Ex ecutive Offic er of the Hospital, had instructed her that REAP wished to terminate Dr. Hanse n’s contra ct beca use of ‘clinic losses’ and ‘beha

vioral problems’” ; and (3) PSC ’s failure to advise the REAP Boa rd that Dr. Hanse n had asked to speak to the Boa rd conce rning his dispute with the two car diologists. Dr. Hanse n also
arg ues that L uke cre ated a false impression of his pe rfor mance in November 2009 when L uke told the REAP Boa

rd that Dr. Hanse n had not worke d since September beca use Dr. Ha n s en had perf ormed a limit ed number

of surg erie s during that period.
We conclude that L uke did not exceed the scope of his leg al rig ht to provide input and advice
to the R EAP Boa

rd reg arding the employ

ment of phy sicians. Luke’s testimony shows that PSC ’s role in advising REAP on phy sician employ ment and compensa tion is not limit ed strictly to financ ial information an d an aly sis; rathe r, L uke’s unref

uted testimony shows that PSC ’s duties encompa ss offe ring rec ommendations and consultation to the REAP Boa rd on the hiring and termination of phy sicians and on exis t i n g phy sician contracts. These duties would natura lly include P SC’s rig ht
to provide explanations for its rec ommendations, such as L uke’s statement descr ibing Dr. Hanse n’s dispute with the other doctors and the fac t that he had stopped taking ref err als from them. As to the

4 2statement by Bossha rt, the uncontrove rted evidenc e is that Bossha rt was an administrative assistant whose role was limit ed to “s en d [ i n g] out documents that ref lect decisions that have been made,” such that Bossha

rt’s statements do not constitute actionable interfe renc e. Finally , we conclude that
L uke’s state ment to the REAP B oard that, except for providing emer g ency assistance , Dr. Ha

nsen had not worke d from September throug h November 2009, did not exceed the scope of his duties at PSC . First, the g ist of the statement i s true—a lthough Dr . Hanse n perf ormed a limit ed number

of

emer g ency proce dures during that time, he was not otherwise acc epting ref err als from the two BCS
Hea rt car diologists who wer e re sponsible for g ener ating the bul k of Dr. Hanse n’s client base. Cf. Neely v. W

ilson , 418 S.W .3d 52, 63–64 (Tex. 2013) (holding that statements are not actionable for defa mation or business disparag ement whe n the statement is substantially true—whe n “spec ific
statements

. . . err in the details but

. . . corr ectly convey the g ist of a story ”). Second, L uke’s failure
to c onvey to the REAP B oard the fac t tha t D r. Hanse n now claims he eng ag ed in this “turf battle,”

as Dr. Hanse n called it at the time, based on his “best medical judgme nt” about patient car e does not rende r L uke’s statement untrue, and we find no evidenc e establishing t hat Luke had a n obliga tion
to convey this information. We hold that PSC con cl u s i v ely established that it had a leg al right to interfe re with Dr. Hanse n’s employ ment contra ct with REAP and that L uke did not exceed the scope of that rig ht.
c. Sum m ary Although the court of appea ls proper ly held that the trial court could not g rant PSC ’s motion for summary judgme nt on no-evide nce g rounds, the court of appeal s er re d by reve rsing the trial
court’s summary -judg ment order based on a mistaken impression that PSC had not conclusively

4 3established its justification defe nse. There fore , we need not rea ch PSC ’s arg uments rela ting to

qualified privileg e and pr ivilege based on truthf ul information.
V. Conclusion
We hold that REAP is entitled to su m m ar y j u d g ment on Dr. Hanse n’s brea ch of contra ct claim beca

use REAP’s summary -judg ment evidenc e conclusively establishes that REAP complied with the contra ctual conditions to a “without cause ” termination. We further hold that the Hospital and J ackson are entitled to summary judgme nt on no-evide nce g rounds. Finally , we hold that PSC i s entitled to summary judgme nt on its justification defe nse beca use PSC ’s unref

uted s u m m ar y judgme nt evidenc e establishes its leg al rig ht to advise the REAP B oard reg arding the employ ment of phy sicians. Acc ording ly , we r ever se the judgme nt of the court of appea ls and reinstate the trial
court’s take- nothing judgme nt in favor of REAP as to Dr. Hanse n’s brea ch of contra ct claim and the trial court’s take-no t h i n g judgme nt in favor of t he Hospit al, J ackson, and PSC as t o Dr. Hansen’s tortious interfer ence with contrac t claims.

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Paul W. Green J ustice

OP INION DELIVERED: J une 16, 2017

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