Jones v. Foundation Surgery Affiliates of Brazoria County
2012 Tex. App. LEXIS 10793
| Tex. App. | 2012Background
- Joneses appeal no-evidence and traditional summary judgments favoring Partnership and Surgery Center and Dr. Martinez, alleging vicarious liability for Martinez's gallbladder surgery on Amanda Jones in August 2007.
- Partnership was formed in 2003 to operate an ambulatory/outpatient surgery facility; Surgery Center operated under Partnership and used Partnership profits and structure.
- Martinez became a Partnership partner in November 2006; he subscribed to units and agreed to perform a portion of surgeries at the Surgery Center.
- Evidence shows the Partnership filed multiple registrations and agreements describing outpatient surgery as the Partnership's business and operating the Surgery Center under its name.
- Surgery Center operations were supported by Partnership staff, billing, profits distribution, and a requirement that partner-surgeons perform a portion of cases at the Center; Martinez was one of ten partner-surgeons.
- Trial court granted no-evidence and traditional summary judgments; the court later applied current Texas Business Organizations Code (TBOC) law and held Martinez’s acts could bind the Partnership if within the ordinary course or authorized, under 152.301–152.303.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Martinez acted in the ordinary course of the Partnership's business | Joneses contend Martinez was acting as a partner in ordinary course when Joneses were injured. | Partnership argues medicine cannot be ordinary course; Martinez acted outside partnership business as a practitioner. | Yes, Martinez acted in ordinary course; Partnership liable. |
| Whether the Partnership authorized Martinez's surgery on Jones | Joneses assert the Partnership authorized Martinez’s surgery (or ratified it) as a partner-surgeon. | Partnership claims lack of authorization due to statutory limits on physician control but argues acts were not outside authorized scope. | Yes, the Partnership authorized conduct; Partnership liable. |
Key Cases Cited
- City of Keller v. Williams, 168 S.W.3d 802 (Tex. 2005) (no-evidence and traditional summary judgment standard)
- Ingram v. Deere, 288 S.W.3d 886 (Tex. 2009) (TRPA to TBOC transition; parallel applicability)
- Kelsey-Seybold Clinic v. Maclay, 466 S.W.2d 716 (Tex. 1971) (partnership liability for partner conduct via agency in ordinary course or with authority)