Court of Appeals of Texas, Fifth District, Dallas
GROVER SHIELDS, SHIELDS MANAGEMENT GROUP, L.L.C. AND DFW OPEN MRI, L.P., Appellants
ROBERT SHIELDS AND MRI CENTERS OF TEXAS, LLC, Appellees
Appeal from the 134th Judicial District Court Dallas County,
Texas Trial Court Cause No. DC-18-08556
Justices Myers, Molberg, and Carlyle
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.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.
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.
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.
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.
second amended petition provides the following summary of
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.
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. Grover's declaration did not include
any additional facts.
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 in developing certain software, and
certain spending in connection with defense of other
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.
a hearing, the trial court denied the motion, but the order
did not specify a reason for the denial. This interlocutory
of Review and TCPA Generally
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 ...