NOT FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
JAMES W. ROBINSON, DVM,

Plaintiff

- Appellant,

v. CHARTER PRACTICES INTERNATIONAL, LLC, a Delaware limited liability company; MEDICAL MANAGEMENT INTERNATIONAL, INC., a Delaware corporation; MMI HOLDINGS, INC., a Delaware corporation,

Defendants

- Appellees. No. 15

- 35356
D.C. No. 3:14

- cv - 01736

- PK

MEMORANDUM *

Appeal from the United States District Court for the District of Oregon Paul J. Papak II, Magistrate Judge, Presiding Argued and Submitted June 9, 2017 Portland, Oregon Before: GOULD and RAWLINSON, Circuit Judges, and RAYES, ** District Judge.
James Robinson ap peals the dismissal with prejudice of his complaint

* This disposition is not appropriate for publication and is not precedent except as provided by Ninth Circuit Rul e 36

- 3.

** The Honorable Douglas L. Rayes, United States District Judge for the District of Arizona, sitting by designation. 

# FILED

JUN 21 2017 MOLLY C. DWYER, CLER K U.S. COURT OF APPEAL S2

against Defendants Charter Practices International, LLC (“CPI”), Medical Management Internation al, Inc., and MMI Holdings, Inc

. Robinson purchased a veterinary hospita l franchise from CPI , and at the same time also owned and operated independent veterinary clinics that were not part of the CPI franchise

. CPI had not enforce d a non - competition provision in the franchise agreement but , when the term of the original franc hise agreement ended and Robinson tried to

renew , CPI notified Robinson of its i ntent to enforce the non

- competition provision
in the renewal agreement

— the then

- current form of the franchise agreement

. Robinson did not disinvest from his independent clinics and the parties did not

execute a renewal agreement

. 1 Robinson , alleging that CPI improperly refused to
renew the franchise , brought three primary claims against Defendants : breach of

c ontract , breach of the covenant of good faith and fair dealing, and intentional
interfe rence with economic relations

. We have jurisdiction under 28 U.S.C. § 1291 , and we affirm

. 1. The district court properly dismissed Robinson’ s breach of contract
claim. Defendants did not breach the franchise a greement because the plain language of the agreement’s renewal provision allowed for Defendants to
condition renewal on compliance with the non

- competition provision that would be

1 Robinson had a second franchise but does not challenge CPI’s decision to not renew that franchise.3

in the renewal agreement. The renewal provision i n the original franchise agreement explicitly stated that the renewal agreement would be substantially
similar to the then

- current form of the franchise agreement and that the terms may differ from the original franchise agreement. Defe ndants’ waiver of the non competition provision in the f ranchise a greement did not extend to the corollary provision in the renewal agreement. Robinson contends that Defendants’ course of
conduct waived the corollary non - competition provision in the renew al agreement

. Defendants , however, provided notice of their intent to enforce the non

competition provision and gave Robinson a chance to disinvest if he wanted to renew the franchise while not competing. See Alderman v. Davidson , 326 Or. 508, 514 (1998)

. Robinson’s equitable estoppel argument also fails because CPI’s non enforc ement of the non

- compet ition provision during the course of the initial
franchise term was not a promise or representation that it would never enforce a

non - competition provision i n the future

. 2. The district court did not err in dismissing Robinson’s claim for breach of the duty of good faith and fair dealing because the parties’ franchise agreement
stated that the renewal agreement would be substantially similar to the terms and
conditions of the then

- current form of the franchise agreement. See Zygar v.
Johnson , 169 Or. App. 638, 645 (2000).
3. Robinson does not adequately allege that Defendants intentionally4

interfered with economic relations because the conduct between b usiness competitors is not “improper” if the conduct is in the defendant’s competitive interest and not done for an “improper purpose,” such as “spite or ill will” Douglas Med. Ctr., LLC v. Mercy Med. Ctr. , 203 Or. App. 619, 63 0

– 31 (2006) (internal quotat ion marks omitted). A competitor is not liable for intentional
interference if it is done to further its own legitimate business interests, such as profit maximization. R obinson has only alleged that Defendants ’ actions, in not renewing the franchise agr eement and operating the hospital, were done to make profit. See Eusterman v. N w . Permanente, P.C. , 204 Or. App. 224, 238 (2006). Robinson does not otherwise allege improper means that are “independently wrongful by reason of statutory or common law.” Douglas Med. Ctr. , 203 Or. App. at 634.
AFFIRMED.