Hansen v. Jackson, 519 S.W.3d 614

Dr. Hansen entered a contract to work at the Hospital via REAP, with term June 1, 2007 to April 30, 2012 and termination provisions distinguishing for-cause and without-cause grounds.
The Hospital (via PSC) acquired the Hospital during the contract; a 2010 Board decision favored termination without cause after noting large clinic losses and behavioral issues.
The contract allowed termination without cause after year three if annual practice losses exceeded $500,000; the term “practice losses” was central to disputes over termination grounds.
Board minutes and internal communications referenced ‘clinic losses’ and mischaracterized reasons for termination, leading to claims that due process protections for for-cause terminations were circumvented.
Hansen asserted claims including breach of contract, business disparagement, tortious interference, and related theories; PSC, Jackson, the Hospital, and REAP sought various forms of summary judgment.
The trial court granted summary judgments in part; the court of appeals remanded on breach-of-contract but affirmed no-evidence judgments on business disparagement, and reversed/remanded on tortious interference.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Breach of contract—whether REAP breached	Hansen contends termination was for cause via board action and that the contract required due process for for-cause terminations.	REAP argues termination was within contract terms (without cause when losses exceeded threshold) and that the contract’s process is satisfied.	REAP breach not conclusively shown; material breach not proven; remanded.
Business disparagement—whether Jackson/Hospital/PSC liable	Statements to the Board about Hansen’s conduct and losses were false and disparaging and made with malice.	Statements were informational or privileged; no falsity or malice shown.	No-evidence judgments affirmed; no reversible error on business disparagement.
Tortious interference with an existing contract—whether Jackson/Hospital/PSC liable	Defendants induced REAP to terminate Hansen, thereby tortiously interfering with Hansen’s contract.	Termination was within contractual rights; actions were justified or at least not proven to be improper.	Reversed and remanded; trial court erred in granting some judgments; new trial/consideration required.

Prudential Ins. Co. v. Financial Review Servs., 29 S.W.3d 74 (Tex. 2000) (establishes elements for business disparagement and malice standards)
ACS Invs., Inc. v. McLaughlin, 943 S.W.2d 426 (Tex. 1997) (limits on interference and justification principles)
Randalls Food Mkts., Inc. v. Johnson, 891 S.W.2d 640 (Tex. 1995) (privilege and conduct in communications affecting contracts)
Mary Kay Inc. v. Woolf, 146 S.W.3d 813 (Tex. App.-Dallas 2004) (contract interpretation and independent contractor status considerations)
Hernandez v. Gulf Group Lloyds, 875 S.W.2d 693 (Tex. 1994) (material breach analysis factors controlling contract discharge)
Nalle Plastics Family Ltd. P'ship v. Porter, Rogers, Dahlman & Gordon, P.A., 406 S.W.3d 186 (Tex. App.-Corpus Christi 2013) (no-evidence standard and scintilla threshold guidance)
Turner v. KTRK Tel., Inc., 38 S.W.3d 103 (Tex. 2000) (defamatory meaning and surrounding circumstances for statements)