Amerigroup Texas, Inc. v. True View Surgery Center, L.P., D/B/A Town Park Surgery Center
14-15-00086-CV
| Tex. App. | Oct 30, 2015Background
- Amerigroup (Medicaid MCO) paid Town Park (out‑of‑network ambulatory surgery center) for 41899 dental procedures for Amerigroup members between 2006–2010; payments were substantially below Town Park’s billed charges.
- Amerigroup alleges a single telephone conversation (with an unidentified Town Park employee) resulted in an oral blanket agreement that Town Park would accept 100% of the Medicaid fee schedule for all 41899 procedures. No written agreement or documentary proof exists.
- Town Park denies any such blanket agreement; only one Town Park employee (Kraig Killough) had authority to make blanket rate deals and he testified he made no such agreement. Amerigroup cannot identify the alleged Town Park agent.
- Amerigroup sought recovery of alleged overpayments (initial suit in 2012; amended petitions added additional claims in 2014). Town Park moved for summary judgment; trial court granted judgment for Town Park.
- Town Park’s defenses on summary judgment: alleged oral agreement is barred by the statute of frauds (Business & Commerce Code §26.01(b)(8) and (b)(2)); no actual or apparent authority; no contractual term requiring refunds; equitable claims time‑barred/abandoned.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether alleged oral blanket agreement is enforceable despite §26.01(b)(8) (agreements relating to medical care by health‑care providers must be written) | Oral call created a binding agreement that Town Park would accept Medicaid rates for 41899 procedures | The agreement (if any) related to medical care by a health‑care provider and thus falls within the statute of frauds and is unenforceable absent a signed writing | Trial court's grant of summary judgment affirmed: §26.01(b)(8) bars enforcement of the alleged oral blanket agreement |
| Whether the agreement is barred as a promise to answer for another’s debt under §26.01(b)(2) | Amerigroup contends it paid amounts on behalf of patients and thus may enforce its arrangement | The payment obligation originally belonged to patients; any promise to pay their debt must be in writing and is thus barred | Held barred by §26.01(b)(2); Dynegy precedent supports treating such oral promises as within statute of frauds |
| Whether Amerigroup raised fact issue on actual or apparent authority of the unidentified Town Park employee | Amerigroup relies on Nancy Jones’s testimony that someone at Town Park agreed and on internal notes | Town Park produced testimony (Killough, Sanduja) that only Killough had authority and he made no such agreement; Amerigroup could not identify the agent, his title, or any course of conduct establishing apparent authority | No genuine fact issue: summary judgment appropriate for lack of actual/apparent authority |
| Whether Town Park breached a contractual term by failing to refund alleged overpayments (and whether invoices or performance create a written memorandum) | Amerigroup asks court to infer a term obligating refunds and to treat prior payments as performance corroborating the oral deal | The alleged oral contract contained no refund/audit term; invoices contradict the alleged Medicaid‑rate agreement and do not satisfy the statute of frauds; performance was not unequivocally referable to Amerigroup’s alleged agreement | Held: no contractual term established for refunds; invoices/performance insufficient to avoid statute of frauds |
| Whether additional claims added in 2014 relate back or are time‑barred; and whether equitable claims survive | Amerigroup argues continuing contract and other doctrines avoid limitations | Town Park: each patient payment is a separate transaction (no relation back for newly pled claims); unjust enrichment/money had and received are governed by 2‑year limitations and Amerigroup abandoned equitable claims in its live pleading | Held: additional 2008–2010 claims added in 2014 are time‑barred; equitable claims were abandoned or time‑barred |
Key Cases Cited
- Cohen v. McCutchin, 565 S.W.2d 230 (Tex. 1978) (written memorandum must contain all essential elements to satisfy statute of frauds)
- Dynegy, Inc. v. Yates, 422 S.W.3d 638 (Tex. 2013) (oral promise to pay another’s obligation falls within statute of frauds)
- Elledge v. Friberg‑Cooper Water Supply Corp., 240 S.W.3d 869 (Tex. 2007) (unjust enrichment governed by two‑year limitations statute)
- Lincoln Nat. Life Ins. Co. v. Brown Schools, 757 S.W.2d 411 (Tex. App.—Houston [14th Dist.] 1988) (insurer’s mistaken overpayment claims and equitable recovery principles)
- Robertson v. Melton, 115 S.W.2d 624 (Tex. 1938) (oral modification of agreements subject to statute of frauds is unenforceable when it alters written contracts)
- Sw. Elec. Power Co. v. Grant, 73 S.W.3d 211 (Tex. 2002) (no‑evidence summary judgment standard)