490 S.W.3d 562
Tex. App.2016Background
- Amerigroup (Medicaid MCO) sued out-of-network Town Park for recovery of alleged overpayments for 239 dental procedures, asserting an oral agreement to pay Medicaid rates going forward.
- Amerigroup employee Nancy Jones testified she called Town Park in 2004–2006, spoke with scheduler Joann Deases (who said to contact management), and then had a single conversation with a billing/administrator employee (inferred to be Sourabh Sanduja) who allegedly agreed to accept Medicaid rates for future procedures.
- Town Park usually billed full charges; Amerigroup paid amounts between full charges and the Medicaid rate for each procedure. Amerigroup alleged breach of contract and equitable claims (money had and received; unjust enrichment).
- Town Park moved for summary judgment (including a no-evidence challenge to apparent authority and a traditional summary judgment on equitable claims based on limitations); the trial court granted summary judgment on the contract and equitable claims.
- After the trial court’s partial summary judgment on equitable claims, Amerigroup amended its petition and omitted those equitable claims; the court entered final judgment dismissing Amerigroup’s remaining claims.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether there is evidence of apparent authority to bind Town Park to accept Medicaid rates for future services | Jones’s testimony that an administrator (Sanduja) orally agreed to accept Medicaid rates and that Town Park dealt with Dr. Ralph supports apparent authority | No evidence of principal’s conduct that would lead a reasonable person to believe the employee had authority to bind Town Park for future Medicaid-rate agreements | No evidence of apparent authority; summary judgment for Town Park affirmed |
| Whether a defendant may obtain summary judgment via a no-evidence motion on apparent authority | Amerigroup argued a no-evidence MSJ cannot be used to dispose of an affirmative defense for which defendant bears burden | Town Park argued Amerigroup bore burden to prove apparent authority, so a no-evidence challenge was proper | No-evidence motion was a proper vehicle because the party asserting agency/apparent authority bears the burden of proof |
| Whether Amerigroup’s course-of-dealing or other documentary notes raised a fact issue on authority | Amerigroup pointed to repeated authorizations, screen-shot notes, and industry practice of ‘‘establishing everything’’ on first referral as evidence of course of dealing and contemporaneous reconfirmations | Town Park argued there was only one conversation with the administrator, no manifestations by Town Park ratifying such authority, and Jones did not know the administrator’s title or scope | Course-of-dealing and documentary notes were insufficient; no manifestations by Town Park that would make reliance reasonable |
| Whether Amerigroup preserved appellate review of equitable claims after amending its petition | Amerigroup argued Rule 65’s limitations exception allowed review because the partial summary judgment was based on limitations | Town Park argued Amerigroup waived error by omitting equitable claims in its amended petition | Court held Amerigroup waived any error; Rule 65 exception did not apply to resurrect omitted claims |
Key Cases Cited
- Gaines v. Kelly, 235 S.W.3d 179 (Tex. 2007) (apparent-authority standard and relevance of principal’s conduct)
- IRA Res., Inc. v. Griego, 221 S.W.3d 592 (Tex. 2007) (party alleging agency bears burden of proof)
- Hamilton v. Wilson, 249 S.W.3d 425 (Tex. 2008) (no-evidence summary judgment review standard)
- Mann Frankfort Stein & Lipp Advisors, Inc. v. Fielding, 289 S.W.3d 844 (Tex. 2009) (credit evidence favorable to non-movant when reasonable)
- FM Props. Operating Co. v. City of Austin, 22 S.W.3d 868 (Tex. 2000) (affirmance where any meritorious ground supports summary judgment)
- Randolph v. Walker, 29 S.W.3d 271 (Tex.App.-Houston [14th Dist.] 2000) (amended pleading supersedes prior pleadings; omitted claims are waived)