NOT FOR PUBLICATION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 appeals the dismissal with prejudice of his complaint 

 

* This disposition is not appropriate for publication and is not precedent 

except as provided by Ninth Circuit Rule 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, CLERK

U.S. COURT OF APPEALS
2 

against Defendants Charter Practices International, LLC (“CPI”), Medical 

Management International, Inc., and MMI Holdings, Inc. Robinson purchased a

veterinary hospital 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 enforced a non-competition provision in the franchise agreement but, 

when the term of the original franchise agreement ended and Robinson tried to 

renew, CPI notified Robinson of its intent 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 

contract, breach of the covenant of good faith and fair dealing, and intentional 

interference 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 agreement 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 in 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. Defendants’ waiver of the noncompetition provision in the franchise agreement 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 renewal agreement.

Defendants, however, provided notice of their intent to enforce the noncompetition 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 nonenforcement of the non-competition provision during the course of the initial 

franchise term was not a promise or representation that it would never enforce a 

non-competition provision in 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 intentionally 
4 

interfered with economic relations because the conduct between business 

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, 630–31 (2006)

(internal quotation 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. Robinson has only alleged that Defendants’ actions, in not 

renewing the franchise agreement and operating the hospital, were done to make 

profit. See Eusterman v. Nw. 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.