Court of Appeals of Texas, Sixth District, Texarkana
THE GOOD SHEPHERD HOSPITAL, INC. D/B/A CHRISTUS GOOD SHEPHERD MEDICAL CENTER LONGVIEW, Appellant
SELECT SPECIALTY HOSPITAL - LONGVIEW, INC., Appellee
Submitted: April 17, 2019
Appeal from the 71st District Court Harrison County, Texas
Trial Court No. 18-0718
Morriss, C.J., Burgess and Carter, [*] JJ.
an interlocutory appeal from a trial court's order
granting a temporary injunction. See Tex. Civ. Prac.
& Rem. Code Ann. § 51.014(4) (West Supp. 2018). The
temporary injunction requires appellant, Good Shepherd
Hospital d/b/a Christus Good Shepherd Medical Center Longview
(Good Shepherd), to continue providing services to Select
Specialty Hospital-Longview, Inc. (Select), and its patients
pursuant to a service contract terminated by Good Shepherd.
On appeal, Good Shepherd argues that the trial court abused
its discretion in granting injunctive relief because Select
did not establish a probable right to recovery since the
service contract was properly terminated in accordance with
its express provisions.
conclude that Good Shepherd's appeal seeks an advisory
opinion from this Court. Because we decline to issue an
opinion amounting to an advance ruling on the merits of the
case, we affirm the trial court's judgment.
Factual and Procedural History
The Lease Agreement
owns and operates a long-term care facility for patients
discharged from intensive care units who require an average
future hospitalization of at least twenty-five days. In 2002,
Good Shepherd, as Lessor, entered into a lease agreement
(Lease) with Select's predecessor. As a result of this
Lease, Select's long-term health care facility is housed
on the first two floors of Good Shepherd Hospital, which is
an acute care facility.
Lease of Good Shepherd's property was initially for a
five-year term, with an option to "extend the term . . .
for two (2) additional consecutive five-year renewal
terms." As a result of amendments to the Lease extending
its terms, the Lease is effective through June 30, 2023, and
provides that the relationship between Good Shepherd and
Select "at all times shall remain solely that of Lessor
and Lessee and shall not be deemed to constitute a
partnership or joint venture." It also states,
"Lessee and Lessor may enter into ancillary agreements
for the provision of [various] services."
The Ancillary Agreement
same day that the Lease was originally signed, Good Shepherd
entered into an Ancillary and Support Services Agreement
(Ancillary Agreement) with Select's predecessor, which
required it to provide dietary services, radiology/imaging
services, laboratory and pathology services, blood banking
services, surgery services, laundry and linen services,
emergency response services, biomedical equipment maintenance
and repair services, transcription services, and other
additional purchased services. It also clarified, "The
parties agree that [Good Shepherd] is an independent
contractor and is not an agent or representative of [Select].
Nothing contained herein is intended, nor shall it be
construed or deemed, to make [Good Shepherd] and [Select]
partners or joint venturers." The fees for the provision
of the services were included in the Ancillary Agreement, in
the Ancillary Agreement provided for circumstances under
which the parties could terminate the agreement without
affecting the Lease, the Lease's termination also
constituted termination of the Ancillary Agreement. The
Ancillary Agreement further stated,
If the term of the Lease is extended beyond its initial term,
this Agreement shall be automatically extended for the same
length of time, unless either party hereto gives notice of
termination to the other party not later than one hundred
eighty (180) days prior to the expiration date of the then
current term of the Lease.
undisputed that the Lease has not been terminated and is
still in full force and effect.
The Purchased Services Agreement
December 18, 2012, Good Shepherd entered into a Purchased
Services Agreement (PSA) with Select after renegotiating the
provision of and rates of certain services. In addition to
the services which had previously been provided under the
Ancillary Agreement, Good Shepherd agreed to provide
"additional services, such as hyperbaric therapy and
wound care services, biomedical engineering services and
maintenance repairs, and annual preventative maintenance
services." The PSA defined the term
"services" as "the services provided by [Good
Shepherd] to [Select] pursuant to this Agreement . . .
including ancillary and other clinical services as specified
in this Agreement." It also specified that the PSA
"constitute[d] the entire Agreement between the parties
with respect to the subject matter hereof, and supersede[d]
any and all other agreements, understanding, negotiations, or
representations, oral or written, between them." The PSA
defined Select as the "Hospital" and Good Shepherd
as "Contractor" and contained the following
AND TERMINATION OF THIS AGREEMENT
7.1 Term. This Agreement shall be effective as of November
26, 2012[, ] and shall thereafter coincide with the term of
7.2 Termination. This Agreement may be sooner
terminated on the first to occur of the following: . . . .
7.2.5 Termination Without Cause. Either party may
terminate this Agreement at anytime upon ninety (90) days
written notice to the other party . . . .
7.2.6 Effects of Termination. Upon termination of
this Agreement, as hereinabove provided, neither party shall
have any further obligation hereunder except for obligations
accruing prior to the date of termination.
Good Shepherd provided ancillary services to Select under the
PSA, the terms of the PSA specified that Select was
"solely responsible for the determination, the planning
and the implementation of treatment" for its patients.