Doctors Hospital at Renaissance, Ltd. and RGV MED, LLC v. Jesus Jaime Andrade and Jessica Andrade
13-15-00046-CV
| Tex. App. | Apr 23, 2015Background
- Delivery at Women’s Hospital at Renaissance (DHR) on Aug 1, 2012; Dr. Rodolfo Lozano (an investor/limited partner) delivered the baby; plaintiffs allege negligent obstetrical technique caused permanent brachial plexus injury.
- Plaintiffs sued Lozano (settled), Hugo Zapata, M.D., P.A. (dismissed), and later added DHR (limited partnership) and RGV Med, LLC (general partner) asserting only vicarious liability based on Lozano’s status as a limited partner.
- DHR/RGV moved for summary judgment arguing a limited partner’s medical acts are not actions in the ordinary course of partnership business and therefore cannot impose vicarious liability under Texas Business Organizations Code §§152.301–.304 and §153.152.
- Trial court denied summary judgment but certified controlling legal questions for interlocutory appeal; this Court granted permissive interlocutory review.
- Key statutory tension: Partnership agency provisions (partners as agents for partnership business) versus Occupations Code provisions that only individuals may hold medical licenses and prohibit unlicensed entities from practicing medicine. DHR’s partnership agreement prohibits limited partners from acting on behalf of the partnership and treats investor doctors as passive.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether a limited partnership that owns a hospital may be vicariously liable for a doctor’s professional negligence solely because the doctor is a limited partner | Lozano’s acts fall within the partnership’s business or business of the kind carried on, so partnership/limited-partner agency statutes impose vicarious liability | Medical care was performed by Lozano as an individual physician outside the partnership’s ordinary course; partnership agreement forbids limited-partner acts for the partnership; allowing liability would mean the partnership is "practicing medicine," which the Occupations Code forbids | Trial court held that vicarious liability may attach (denied SJ); defendants sought interlocutory appeal to challenge that legal holding |
| Whether the general partner of the limited partnership may be vicariously liable for the same reason | General partner shares partnership liability under Business Organizations Code, so liable if partnership is liable | If partnership cannot be vicariously liable for physician’s independent practice, general partner likewise cannot be held vicariously liable | Trial court held general partner may be vicariously liable (denied SJ); issue appealed |
| Whether a physician’s independent, licensed practice can be "ordinary course" of a hospital partnership’s business under partnership agency statutes | Physician activity can be of the "kind" carried on by the partnership (hospital provides labor & delivery services) and subscription/partnership documents may create fact issues | Occupations Code bars entities from practicing medicine; only individuals may be licensed; treating physician acts are not partnership acts; partnership agreement expressly forbids limited partners from acting on behalf of partnership | Defendants argue statutory construction and public policy preclude treating physician practice as partnership business; trial court disagreed, creating the certified questions |
| Whether Jones v. Foundation Surgery Affiliates controls | Plaintiffs rely on Jones, which reversed SJ and found fact issues about whether doctor acted in ordinary course of partnership business | Defendants distinguish Jones on its facts (requirements in Jones that doctor perform/derive a required share of practice at center and subscription terms showing control) and argue Jones is not controlling or was wrongly decided | Trial court and parties cited Jones; defendants contend Jones is factually different and unpersuasive for this record |
Key Cases Cited
- Baptist Memorial Hosp. Sys. v. Sampson, 969 S.W.2d 945 (Tex. 1998) (hospitals generally not vicariously liable for independent-contractor physicians)
- Columbia Rio Grande Healthcare v. Hawley, 284 S.W.3d 851 (Tex. 2009) (reaffirming limits on hospital vicarious liability for physicians)
- Drennan v. Community Health Investment Corp., 905 S.W.2d 811 (Tex. App.—Amarillo 1995, writ denied) (staff privileges do not create employment; doctor is independent contractor)
- Jones v. Foundation Surgery Affiliates, 403 S.W.3d 306 (Tex. App.—Houston [1st Dist.] 2013, pet. denied) (reversed SJ on record-specific grounds, finding fact issues whether limited-partner surgeon acted in ordinary course of partnership business)