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Shields v. Shields

Court of Appeals of Texas, Fifth District, Dallas

August 29, 2019

GROVER SHIELDS, SHIELDS MANAGEMENT GROUP, L.L.C. AND DFW OPEN MRI, L.P., Appellants
v.
ROBERT SHIELDS AND MRI CENTERS OF TEXAS, LLC, Appellees

          On Appeal from the 134th Judicial District Court Dallas County, Texas Trial Court Cause No. DC-18-08556

          Before Justices Myers, Molberg, and Carlyle

          MEMORANDUM OPINION

          KEN MOLBERG JUSTICE.

         This is an interlocutory appeal of the trial court's denial of a motion to dismiss under the Texas Citizens Participation Act (TCPA), Tex. Civ. Prac. & Rem. Code Ann. §§ 27.001-.011.[1]Because we conclude appellants failed to satisfy their initial burden to establish that appellees' claims are based on, related to, or in response to appellants' exercise of a right protected by the TCPA, we affirm the trial court's denial of the motion to dismiss.

         Background

         In June 2018, appellee Robert Shields (Robert) sued his father, appellant Grover Shields (Grover), for breach of contract, fraudulent inducement, and tortious interference with contract. Robert generally asserted Grover's conduct in various business matters between them was tortious and breached a settlement agreement they and others reached in earlier lawsuits. The citation and original petition were served on Grover on July 10, 2018.

         On August 16, 2018, Robert filed a first amended petition adding two new defendants, appellants Shields Management Group, L.L.C. and DFW Open MRI, L.P. Robert asserted the same three causes of action against the new defendants.

         On September 24, 2018, Robert filed a second amended petition adding a new plaintiff, appellee MRI Centers of Texas, LLC, a new claim of civil conspiracy, and asserting all claims against all appellants. In that pleading, appellees jointly allege fraudulent inducement and civil conspiracy claims against all appellants, and appellee MRI Centers of Texas, LLC alleges breach of contract and tortious interference claims against all appellants.[2]

         Appellees' second amended petition provides the following summary of their claims:

This Action seeks closure on a nearly six-year dispute between father and son. Almost two decades ago, Plaintiff Robert Shields and Defendant Grover Shields formed a joint business to provide medical imaging services to patients in the Dallas Metroplex. In 2012, Grover locked Robert out of the business and thwarted Robert's efforts to grow the business. Tensions rose, and both parties filed suit against one another. To buy peace, put an end to an ugly business dispute, and fully resolve all disputes between the parties, the parties entered into a settlement agreement where Robert gave up his interests in various joint business entities to Grover, Grover made cash payments to Robert, and both parties and their respective companies provided mutual releases of all claims then known or unknown. Robert accepted less for his ownership interests than their actual value because the parties agreed to give up all claims known or unknown against one another and to obtain a complete business divorce. Unfortunately, Grover had different plans. In the weeks leading up to the settlement agreement, Grover, individually and on behalf of the companies he owns, covertly pressured vendors to stop working with MRI Centers, the successor-in-interest to parties to the settlement agreement and thus tortiously interfered with MRI Centers' existing contracts. Grover and his companies continued this conduct even after the settlement agreement was signed. Defendants conspired with a business vendor of Robert's to conceal Defendants' involvement, thus fraudulently inducing Robert and his company to enter into the settlement agreement and representing to Robert that Defendants were releasing all claims then existing. Once the settlement agreement was executed, Defendants, through entities they control, continued to breach the agreement's express terms by causing suits to be filed against MRI Centers.[3]

         Four days after appellees filed the second amended petition, appellants filed a motion to dismiss under the TCPA, alleging that appellees' lawsuit is based on, related to, or in response to the exercise of their right to petition and right of association in violation of the TCPA. In their motion, appellants state that appellees "brought this lawsuit . . . in retaliation for the fact that another entity, which is not a party to this suit, Virtual Chart Solutions I, Inc. ("VCSI") recently brought two suits of its own against [appellee] MRI Centers of Texas, LLC . . . alleging trade secret and copyright violations." Thus, appellants contend this lawsuit is in retaliation for two other lawsuits-one state, one federal-both brought by a separate entity, VCSI. With their motion, appellants submitted Grover's declaration, which authenticated the prior settlement agreement, and a complaint from the VCSI lawsuit.[4] Grover's declaration did not include any additional facts.

         Appellees filed a response and included certain attachments, including an affidavit by a third party that authenticated some of the attachments, and Robert's declaration, which authenticated other attachments, identified certain parties, and stated facts about various matters, including the prior settlement agreement, negotiations, Grover's actions and Robert's lack of knowledge about them, Robert's reliance on certain matters during negotiations, actions Robert would have taken had he had additional knowledge, Robert's and his companies' work with Brian Meredith[5] in developing certain software, and certain spending in connection with defense of other lawsuits.

         Appellants filed a reply in support of their motion, accompanied by Grover's supplemental declaration, which stated, in part:

I affirm that in connection with Virtual Chart Solutions I, Inc.'s trademark and federal copyright lawsuits, I had many communications with the company's counsel, designed to collectively express, promote, pursue, or defend mine and Virtual Chart Solutions I, Inc.'s common interests, including many communications that were related specifically to those two judicial proceedings.
I affirm that in connection with forming Virtual Chart Solutions I, Inc., I had communications with Brian Meredith that were designed to collectively express, promote, pursue, or defend our common interests related to that company and its planned business venture.
I affirm that in connection with my companies' exclusive business partnership with Brian Meredith, I had numerous communications with Brian Meredith that were designed to collectively express, promote, pursue, or defend our common interests related to that business partnership.

         Following a hearing, the trial court denied the motion, but the order did not specify a reason for the denial. This interlocutory appeal followed.

         Analysis

         Standard of Review and TCPA Generally

         The TCPA is meant "to encourage and safeguard the constitutional rights of persons to petition, speak freely, associate freely, and otherwise participate in government to the maximum extent permitted by law and, at the same time, protect the rights of a person to file meritorious lawsuits for demonstrable injury." Tex. Civ. Prac. & Rem. Code Ann. § 27.002. The TCPA "protects citizens . . . from retaliatory lawsuits that seek ...


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