Court of Appeals of Texas, Seventh District, Amarillo
SHA, LLC AND SOUTHWEST LIFE INSURANCE & HEALTH INSURANCE CO., APPELLANTS
NORTHWEST TEXAS HEALTHCARE SYSTEM, INC., APPELLEE
On Appeal from the 47th District Court Potter County, Texas Trial Court No. 101609-A, Honorable Dan L. Schaap, Presiding
Before QUINN, C.J., and CAMPBELL and PIRTLE, JJ.
Brian Quinn Chief Justice
Before us is an interlocutory appeal from a temporary injunction entered against SHA, LLC and Southwest Life Insurance & Health Insurance Co. (collectively FirstCare). The injunction was entered in favor of Northwest Texas Healthcare System, Inc. (Northwest) which owns and operates Northwest Texas Hospital in Amarillo. FirstCare argues that the trial court abused its discretion in entering the injunction for several reasons. That which we find dispositive and requires us to rule in favor of FirstCare relates to the scope of the edict.
Standard of Review
In reviewing the trial court's decision, our task is to decide whether it correctly opted to preserve the status quo pending a final hearing on the merits. Miller Paper Co. v. Roberts Paper Co., 901 S.W.2d 593, 597 (Tex. App.-Amarillo 1995, no writ); accord Transport Co. v. Robertson Transports, Inc., 152 Tex. 551, 261 S.W.2d 549, 552 (1953) (holding that the sole question before the trial court is whether the status quo should be preserved). The status quo contemplated is the last actual, peaceable, non-contested status which preceded the pending controversy. In re Texas Bd. of Pardons & Paroles, 989 S.W.2d 360, 362 (Tex. 1998).
Next, a number of well-defined rules guide our undertaking. First, only a clear abuse of discretion allows us to change the decision. Miller Paper Co. v. Roberts Paper Co., supra; see Butnaru v. Ford Motor Co., 84 S.W.3d 198, 204 (Tex. 2002) (stating that the standard of review is one of abused discretion); In re Marriage of Spiegel, 6 S.W.3d 643, 645 (Tex. App.-Amarillo 1999, no pet.) (stating the same). And, such an abuse occurs if the trial court acted arbitrarily, without reference to applicable guiding principles and rules, or misinterpreted or misapplied those guiding principles or rules. Miller Paper Co. v. Roberts Paper Co., supra; accord In re Marriage of Spiegel, supra (stating that discretion is abused when the trial court acted in an arbitrary manner without reference to guiding rules and principles).
Second, there must exist a probable right to the relief sought at trial and a probable injury during the interim. Miller Paper Co. v. Roberts Paper Co., supra; accord Butnaru v. Ford Motor Co., supra (stating that to be entitled to a temporary injunction, the complainant must prove the existence of a cause of action, a probable right to the relief sought, and probable, imminent, and irreparable injury in the interim). The former element is satisfied by the movant simply alleging a cause of action and presenting evidence tending to sustain it. Transport Co. v. Robertson Transp. Inc., supra; Miller Paper Co. v. Roberts Paper Co., supra. It is not necessary that he prove he will ultimately prevail, however. Miller Paper Co. v. Roberts Paper Co., supra. The latter element is satisfied by the movant tendering evidence of imminent harm, irreparable injury, and inadequate legal remedy. Id. And, a legal remedy is inadequate if, among other things, damages are difficult to calculate or their award may come too late. Id.
Another guideline admonishes us to forego resolving factual disputes. Id. That the evidence is conflicted is no basis to conclude that the injunction was improperly issued. Id. Instead, we are obligated to interpret the potentially conflicting evidence in a light most favorable to the trial court's decision as well as draw all legitimate inferences from it in a like way. Frequent Flyer Depot, Inc. v. Am. Airlines, Inc., 281 S.W.3d 215, 220 (Tex. App.-Fort Worth 2009, pet. denied); Miller Paper Co. v. Roberts Paper Co., supra.
Application of Standard of Review
Among other things, FirstCare argues that the trial court's injunction was too broad. We agree.
The record before us illustrates that Northwest agreed, in 2007, to provide medical services to clientele of FirstCare in return for scheduled reimbursement. The agreement provided for a two-year term. As the term's end approached, the litigants agreed to extend the contractual relationship and did so via the execution of two documents on September 1, 2009. The first was labeled the First Amendment and the second was labeled the Second Amendment. In the former, there appeared a provision stating that "[t]his Agreement shall continue for a term of three (3) years and may not be terminated by either party except for cause." The Second Amendment contained a clause stating that "[b]oth Hospital and FirstCare agree that this Agreement shall not be terminated by either party without cause prior to August 31, 2012."
August 31, 2012 came and went without the execution of another written agreement or amendment, although negotiations to extend the relationship apparently had begun. Despite this, Northwest continued to provide medical services to FirstCare clientele, and FirstCare continued to reimburse Northwest. Yet, in June of 2013 FirstCare notified Northwest that it intended to end one aspect of the relationship. That aspect pertained to the reimbursement for medical attention given individuals except those within the Medicaid and CHIP program. Northwest objected, contending that the agreement could only be terminated for cause and that no cause had arisen. This dispute led to the suit and temporary injunction now at issue.
Pivotal to our resolution of this appeal is the meaning and effect of the two clauses quoted above and found in the First and Second Amendments. And, what they mean is a question of law. Am. Mfrs. Mut. Ins. Co. v. Schaefer, 124 S.W.3d 154, 157 (Tex. 2003). Thus, we need not defer to the trial court's construction of them but may construe them de novo. El Paso Natural Gas Co. v. Minco Oil & Gas Co., Inc., 8 S.W.3d 309, 312 (Tex. 1999). In so construing them, we endeavor to enforce the parties' intent which is derived from the words used within the agreement and the circumstances surrounding its execution. Houston Exploration Co. v. Wellington Underwriting Agencies, Ltd., 352 S.W.3d 462, 469 (Tex. 2011) (stating that a "written contract must be construed to give effect to the parties' intent expressed in the text as understood in light of the facts and circumstances surrounding the contract's execution, ...