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L.P. v. Uwaydah

Court of Appeals of Texas, First District

June 6, 2019

CHCA WOMAN'S HOSPITAL, L.P. D/B/A WOMAN'S HOSPITAL OF TEXAS, Appellant
v.
NEMA UWAYDAH, M.D., Appellee

          On Appeal from County Civil Court at Law No. 1 Harris County, Texas, Trial Court Case No. 1086687

          Panel consists of Justices Lloyd, Kelly, and Hightower.

          MEMORANDUM OPINION

          Russell Lloyd Justice.

         Appellant CHCA Woman's Hospital, L.P. d/b/a Woman's Hospital of Texas (the Hospital) is appealing the trial court's judgment in favor of appellee Dr. Nema Uwaydah (Dr. Uwaydah) rendered after a bench trial. In three issues, the Hospital argues that: (1) the trial court erred by rendering a take-nothing judgment against it on its breach of contract claim against Dr. Uwaydah because the Hospital established that it was entitled to judgment on its claim as a matter of law, and there is legally and factually insufficient evidence supporting the trial court's findings; (2) the trial court erred by rendering judgment in Dr. Uwaydah's favor on her claim for wrongful eviction, and there is legally and factually insufficient evidence supporting the trial court's findings; (3) the trial court erred by rendering judgment in Dr. Uwaydah's favor on her negligence claim, and there is legally and factually insufficient evidence supporting the trial court's findings; and (4) the trial court erred by awarding Dr. Uwaydah her attorney's fees based on her wrongful eviction claim.

         We reverse the take-nothing judgment rendered against the Hospital on its breach of contract claim and render judgment in the Hospital's favor in the amount of $34, 109.12. We remand the issue of the Hospital's attorney's fees for new trial.

         We reverse the trial court's judgment on Dr. Uwaydah's wrongful eviction and negligence claims and render a take-nothing judgment against Dr. Uwaydah on both claims. Because Dr. Uwaydah's award of attorney's fees is predicated on her wrongful eviction claim, we reverse that award as well and render a take nothing judgment against Dr. Uwaydah on her claim for such fees.

         Background

         A. Breach of Contract and Wrongful Eviction

         Dr. Uwaydah is a family practitioner who opened her private practice in one of the medical office buildings located on the campus of Texas Woman's Hospital in 2002. She alleges that she initially leased her office space from the Hospital. One and a half years later, Dr. Uwaydah moved her practice to the second floor of a different building on the same campus (the Premises). On August 6, 2004, Dr. Uwaydah executed a lease, as amended, by and between MOB 103 of Texas, L.P., as landlord, and Dr. Uwaydah, as tenant, for the Premises. According to Dr. Uwaydah, she believed that both buildings were owned by the Hospital's parent company, HCA. She executed several subsequent leases with MOB 103, as landlord.

         On or about May 15, 2014, Dr. Uwaydah's daughter became seriously ill and required extensive hospitalization and around-the-clock care. Dr. Uwaydah discontinued her medical practice for three months beginning in May 2014 and was in and out of her office for the remainder of the year. She was also out of the office for several extended periods in 2015 and 2016. Dr. Uwaydah testified that although she was late paying her rent several times, her landlord, MOB 103, accepted the late payments, waived any late fees, and did not evict her.

         On or about February 23, 2015, Dr. Uwaydah executed a First Amendment to Base Year Medical Office Building Lease, as tenant, with MOB 103, as landlord (the Lease), for the Premises. The Lease was for a term of three years, beginning on April 1, 2015 and ending on March 31, 2018.

         On January 15, 2016, the Hospital purchased the building at 7580 Fannin from MOB 103.

         At MOB 103's request, Dr. Uwaydah executed a "Tenant Estoppel" letter on April 21, 2016 ratifying the Lease.[1] Dr. Uwaydah attested to the following facts in her letter:

. . . The Lease is in full force and effect and is the valid and binding obligation of Tenant.
As of the date hereof, to the best of Tenant's Knowledge, Landlord has performed all of its obligations under the Lease and neither Tenant nor, to the best of Tenant's knowledge, Landlord, is currently in default under the Lease and, to the best of Tenant's knowledge, no event has occurred which with the giving of notice or passage of time would constitute such a default.
The Lease has not been modified, altered or amended (in writing or orally), except as provided above.
As of the date hereof, there are no off-sets, defenses, counterclaims or credits against rentals, nor have rentals been prepaid for more than one (1) month in advance.
As of the date hereof, all base rental and other payments due under the Lease are current, with the amount of base rental and other payments paid by Tenant, for operating expenses, being $4, 887.23. There are no free rental, rebates or other concessions due to Tenant under the Lease.

         On April 29, 2016, MOB 103 assigned all the leases in the building, including Dr. Uwaydah's lease, to the Hospital. On that day, Dr. Uwaydah's account had a positive balance of $325.81 and the $4, 500.00 security deposit she had paid to MOB 103 was transferred to the Hospital. The same management company that represented MOB 103 continued to manage the Premises for the Hospital.

         On September 28, 2016, the Hospital sent Dr. Uwaydah a Notice to Vacate informing her that she had defaulted on the Lease by failing to pay rent for May thru September 2016. The Hospital terminated her right to possession under the Lease but not her liability to pay rent accruing under the Lease, including her liability for past due rent. She was given three days to vacate the Premises.

         Dr. Uwaydah did not vacate. The Hospital filed a forcible detainer action in the justice court. On August 25, 2016, the justice court determined that the Hospital had a superior right to possession of the Premises, entered judgment in the Hospital's favor, and ordered a writ of possession to issue on November 1, 2016.

         Dr. Uwaydah attempted to negotiate with the Hospital for an extension of time to relocate her practice. After the parties were unable to reach an agreement regarding an extension, Dr. Uwaydah packed up her office and moved her belongings into a storage unit. Dr. Uwaydah testified that she began moving out of her office on October 31, 2016, and that she was "done, I think, on the 1st" of November. The Hospital's property manager confirmed that Dr. Uwaydah vacated the Premises on November 1, 2016. Dr. Uwaydah testified that she had difficulty finding another suitable location and she was not able to resume her medical practice until the end of April 2017.

         In December 2016, the Hospital sued Dr. Uwaydah for breach of the Lease. Dr. Uwaydah filed a general denial and raised several affirmative defenses including estoppel and waiver. Dr. Uwaydah later added counterclaims against the Hospital for "wrongful eviction" and requested attorney's fees. She also alleged that she lost patients and income because the Hospital's switchboard personnel falsely and negligently told some of her patients who were trying to contact her that she was no longer practicing medicine in the Premises.

         B. The Lease

         Under the terms of the Lease, Dr. Uwaydah was required to pay the Hospital $4, 719.06 a month from April 2016 to March 2017 (Base Rent). Base Rent was due on the first day of each calendar month. The Lease further provides that Dr. Uwaydah was required to pay "additional rent" each month. The Additional Rent required by the Lease includes Dr. Uwaydah's proportionate share of "excess operating costs," which includes costs for maintaining the office building's common areas. "Base Rent" and "Additional Rent" are collectively referred to as "Rent" for purposes of the Lease. Dr. Uwaydah judicially admitted that she was obligated to pay $4, 887.23 in Rent every month, as of April 2016.

         The Lease also allows the Hospital to collect late fees from Dr. Uwaydah if she does not pay her Base Rent or Additional Rent within ten days of the due date (the Late Payment Date). Specifically, section 20.3 states that if Dr. Uwaydah does not pay her Base Rent or Additional Rent within ten days of the due date, Dr. Uwaydah "shall, upon demand, pay Landlord a late charge . . . ." The Hospital is also entitled to collect additional late charges if Dr. Uwaydah did not pay her Base Rent or Additional Rent within thirty days after the Late Payment Date. Dr. Uwaydah's failure to pay Rent or to make any other payment required under the Lease within ten days after the payment is due constitutes a material default and breach of the Lease.

         Section 13, which identifies the remedies available to the Hospital in the event Dr. Uwaydah defaulted on the Lease, states that the Hospital may continue the Lease in full force and effect and continue to collect Rent from Dr. Uwaydah until the Hospital can lease the property to a third party. Under such circumstances, the Lease will only be terminated if the Hospital notifies Dr. Uwaydah in writing that the Hospital has elected to terminate the Lease. Section 13.1(b) also allows the Hospital to terminate the Lease and reacquire possession of the Premises if Dr. Uwaydah defaults. Under such circumstances, the Hospital "shall have the right to collect an amount equal to all expenses incurred by Landlord in recovering possession of the Premises, including but not limited to reasonable attorneys' fees and costs; all reasonable costs and charges for the care of the Premises while vacant; all renovation costs incurred in connection with the preparation of the Premises for a new tenant; all past due Rent which is unpaid, plus interest thereon at the Interest Rate (as defined in Section 20.9); and the amount of Rent that would have been due for the remainder of the Term if the Lease had continued until the expiration of the Term." "All rights, options and remedies of [the Hospital] provided herein or elsewhere by law or in equity shall be deemed cumulative and not exclusive of one another."

         The Lease also contains a nonwaiver clause (the Nonwaiver Clause). Section 20.6 provides that:

[N]o waiver by Landlord or Tenant of any breach of any term, agreement, covenant, or condition of this Lease shall be deemed to be a waiver of any other term, agreement, covenant, or condition hereof or of any subsequent breach by Landlord or Tenant for the same or any other term, agreement, covenant, or condition. . . . The subsequent acceptance of Rent shall not be deemed a waiver of any preceding breach by Tenant of any agreement, covenant or obligation of Tenant or any other term or condition of this Lease.

         In addition to the nonwaiver clause, the Lease further states that, "No provision of this Lease may be amended or added to except by an agreement in writing signed by the parties ...


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