Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

Medical Imaging Solutions Group, Inc. of Texas v. Westlake Surgical, LP

Court of Appeals of Texas, Fourth District, San Antonio

May 9, 2018

MEDICAL IMAGING SOLUTIONS GROUP, INC. OF TEXAS, Appellant
v.
WESTLAKE SURGICAL, LP D/B/A/ THE HOSPITAL AT WESTLAKE and WS GP, LLC, Appellees

          From the 224th Judicial District Court, Bexar County, Texas Trial Court No. 2014CI06112 Honorable Cathleen M. Stryker, Judge Presiding

          Sitting: Karen Angelini, Justice Rebeca C. Martinez, Justice Patricia O. Alvarez, Justice.

          OPINION

          Karen Angelini, Justice.

         Medical Imaging Solutions Group, Inc. of Texas ("MIS") sued Westlake Surgical, LP d/b/a The Hospital at Westlake Medical Center and WS GP, LLC (collectively, "Westlake") for breach of contract. A jury answered Question 3 of the jury charge affirmatively, finding that Westlake was excused from performance under the contract. The trial court then rendered a take-nothing judgment on MIS's claims. On appeal, MIS argues the trial court erred in submitting Question 3, which combined multiple affirmative defenses in a broad-form question. We conclude the trial court did not err in submitting Question 3 to the jury. We, therefore, affirm the trial court's judgment.

         Background

         MIS is engaged in the business of selling, leasing, and servicing medical imaging equipment such as MRIs, CT scanners, and X-ray machines. Westlake operates a hospital and owns medical imaging equipment, including a CT scanner. In March 2011, MIS and Westlake entered into a service agreement under which MIS would provide maintenance on Westlake's medical imaging equipment over the next five years. The service agreement provided that Westlake would pay MIS monthly fees in exchange for its maintenance services.

         In May 2014, MIS sued Westlake, claiming that it had breached the service agreement by failing to pay the monthly service fees, by improperly contacting MIS's subcontractors, and by allowing third parties to work on the equipment. Westlake filed an answer to the suit, which included a general denial, multiple affirmative defenses, and various counterclaims. The case eventually went to trial before a jury.

         At trial, MIS asserted Westlake breached the parties' contract under multiple theories. Under one theory, MIS argued that Westlake breached the contract by failing to pay the monthly service fee by the first of each month as required. MIS further argued that Westlake had never intended to timely pay or even to pay within a thirty, sixty, or ninety-day window. MIS claimed that, on average, MIS was over one hundred days in arrearages on its payments under the contract. Under another theory, MIS argued that Westlake breached the contract by allowing other service providers to work on the covered equipment without informing MIS.

         Westlake countered that it did not breach the contract by failing to pay the monthly service fee by the first of each month because the parties had modified the terms of the original contract to allow Westlake to pay within a sixty-day window. Westlake also argued that it did not breach the contract because MIS had waived its right to insist upon payments by the first of each month. Additionally, Westlake argued that MIS was the party that had breached the contract by not providing trained technicians who could maintain the equipment up to manufacturer specifications and by refusing to replace a covered part.

         Question 3 of the proposed jury charge asked if Westlake's failure to comply with the contract was excused by repudiation, waiver, modification, or fraud. At the charge conference, MIS objected to Question 3 on the basis that "[t]here is no pleading to support prior repudiation, " "there is no evidence of waiver, " and "there is no evidence to support excuse." The trial court overruled MIS's objections and submitted Question 3 to the jury as stated in the proposed charge.

         Question 1 of the jury charge asked, "Did Westlake fail to comply with the [parties' contract]?" The jury answered "Yes" to this question. Question 2 of the jury charge asked, "Did [MIS] fail to comply with the [parties' contract]?" The jury also answered "Yes" to this question. Question 3 of the jury charge asked if Westlake's failure to comply with the contract was excused. Question 3 instructed the jury that Westlake's failure to comply was excused (1) if MIS agreed that a new term would take its place, (2) by MIS's prior repudiation of the service agreement, or (3) if compliance was waived by MIS. The jury answered "Yes" to Question 3.

         MIS filed a motion to disregard the jury's answer to Question 3. In the motion to disregard, MIS argued, among other things, that the jury's finding of repudiation, modification, and waiver was not supported by the evidence. Westlake filed a response to the motion to disregard, arguing that its affirmative defenses of repudiation, modification, and waiver were all supported by some evidence. After a hearing, the trial court denied the motion to disregard and rendered judgment that MIS take nothing on its breach of contract claim.

         MIS also filed a motion for new trial, which reiterated some of the arguments made in its motion to disregard. The trial court denied the motion for new trial. MIS appealed.

         MIS's Arguments

         On appeal, MIS's overarching complaint is that Question 3 was defective because it improperly combined four separate affirmative defenses, three of which were defective. MIS further complains that Westlake's affirmative defense of repudiation was improperly included in Question 3 because Westlake never pled repudiation and it was not tried by consent. Additionally, MIS complains that Westlake's affirmative defenses of repudiation, modification, and waiver were improperly included in Question 3 because they were not supported by any evidence.

         Standard of Review and Applicable Law

         We review the trial court's decision to submit or refuse a particular jury instruction for an abuse of discretion. Thota v. Young, 366 S.W.3d 678, 687 (Tex. 2012). A trial court has broad discretion to determine proper jury instructions. Thota, 366 S.W.3d at 687; Bexar Cnty. Appraisal Dist. v. Abdo, 399 S.W.3d 248, 258 (Tex. App.-San Antonio 2012, no pet.). A jury instruction is proper if it (1) assists the jury; (2) accurately states the law; and (3) finds support in the pleadings and the evidence. Thota, 366 S.W.3d at 687. All issues in the jury charge must be supported by written pleadings and evidence. Tex.R.Civ.P. 278; Hyundai Motor Co. v. Rodriguez, 995 S.W.2d 661, 663 (Tex. 1999) ("A trial court must submit in its charge to the jury all questions, instructions, and definitions raised by the pleadings and evidence.").

         A trial court may not refuse to submit an issue merely because the evidence is insufficient to support a judgment. Brown v. Goldstein, 685 S.W.2d 640, 641 (Tex. 1985). A trial court may only refuse to submit an issue if there is no evidence to warrant its submission. Id. To determine whether legally sufficient evidence supported the submission of a defense, we examine the record for evidence supporting the theory and ignore all evidence to the contrary. See Elbaor v. Smith, 845 S.W.2d 240, 243 (Tex. 1992).

         Repudiation

         In its third issue, MIS argues the trial court erred in submitting Question No. 3 to the jury because there was no evidence to support the repudiation instruction. In its second issue, MIS argues the trial court erred in submitting Question No. 3 to the jury because repudiation was neither pled nor tried by consent.

The jury was instructed:
Failure to comply by Westlake is also excused by MIS TEXAS' prior repudiation of the same agreement. A party repudiates an agreement when it indicates, by its words or actions, that it is not going to perform its obligations under the agreement in the future, showing a fixed ...

Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.