Amedisys, Inc. D/B/A Amedisys Texas, Ltd. v. Kingwood Home Health Care, LLC D/B/A Health Solutions Home Health
437 S.W.3d 507
| Tex. | 2014Background
- Amedisys sued competitor Kingwood for tortious interference after former Amedisys employees allegedly solicited Amedisys clients; Kingwood later sent a Rule 167/Ch. 42 settlement offer to pay $90,000 within 15 days if accepted within 14 days.
- Five days after the offer, Amedisys served expert designations; Kingwood moved to strike them as untimely. Four days later Amedisys sent an email and attached letter stating it accepted Kingwood’s $90,000 offer and would discuss memorializing settlement terms.
- Kingwood declined to treat the acceptance as effective, asserting the offer was fraudulently induced (Amedisys had claimed it would not accept under six figures) and that the agreement failed for lack of consideration (Amedisys’s missed deadline/designations).
- The trial court awarded summary judgment to Amedisys on a breach-of-contract claim based on the alleged settlement; Kingwood appealed arguing acceptance did not mirror all material terms and raised affirmative defenses.
- The court of appeals reversed, finding Amedisys’s acceptance omitted material language from the offer; the Texas Supreme Court granted review to decide whether Amedisys presented uncontroverted evidence of acceptance.
Issues
| Issue | Plaintiff's Argument (Amedisys) | Defendant's Argument (Kingwood) | Held |
|---|---|---|---|
| Whether common-law contract principles govern formation of a breach-of-contract claim for a settlement, or whether Rule 167/Ch. 42 displace them | Common law need not control because Rule 167/Ch. 42 govern settlement offers made under those provisions and should facilitate enforcement | Rule 167/Ch. 42 only govern recovery of litigation costs; contract formation for breach claims is governed by common law | Common law contract rules apply to Amedisys’s breach-of-contract claim; Rule 167/Ch. 42 govern only cost-shifting, not contract formation |
| Whether Amedisys’s email/letter constituted an acceptance of Kingwood’s $90,000 offer or a counteroffer because it omitted “claims that could have been asserted” language | The email and attached letter unambiguously accepted Kingwood’s settlement offer and were prima facie evidence of intent to accept the offer as written | The acceptance omitted material language (settle "all claims asserted or which could have been asserted") and thus did not mirror the offer, creating a counteroffer | The variation was immaterial under the summary judgment record; the email/letter were uncontroverted evidence of acceptance, so Amedisys met its summary-judgment burden |
| Whether ambiguity or material variance in acceptance would have precluded summary judgment | Acceptance was clear and not conditioned on altered terms; thus no fact issue on acceptance | If acceptance changed material terms or was ambiguous, summary judgment should be improper | Because the acceptance was not ambiguous nor materially different on its face, summary judgment was appropriate on the acceptance element; burden shifted to Kingwood, which produced no contrary evidence |
| Remedy and further proceedings after finding acceptance | Request to reinstate trial-court judgment in favor of Amedisys | Requested remand to address Kingwood’s remaining defenses (fraudulent inducement, failure of consideration, withdrawal of consent) | Court reversed court-of-appeals and remanded to that court to consider Kingwood’s outstanding issues because those were not decided below nor briefed to the Supreme Court |
Key Cases Cited
- United Concrete Pipe Corp. v. Spin-Line Co., 430 S.W.2d 360 (Tex. 1968) (acceptance must not change or qualify material terms; alteration equals rejection/counteroffer)
- City of Houston v. Clear Creek Basin Auth., 589 S.W.2d 671 (Tex. 1979) (summary-judgment burden-shifting principles)
- McConnell v. Southside Indep. Sch. Dist., 858 S.W.2d 337 (Tex. 1993) (trial court may not grant summary judgment by default when movant’s proof is legally insufficient)
- T.O. Stanley Boot Co., Inc. v. Bank of El Paso, 847 S.W.2d 218 (Tex. 1992) (material terms are contract-specific; determine on a case-by-case basis)
- Nafta Traders, Inc. v. Quinn, 339 S.W.3d 84 (Tex. 2011) (freedom of contract and the principle that contracts freely entered should be enforced)
- Broussard v. Moon, 431 S.W.2d 534 (Tex. 1968) (movant’s initial burden in traditional summary judgment to establish right to judgment as a matter of law)