Opinion
07-24-00043-CV
04-24-2024
INTERIM HEALTHCARE, INC., APPELLANT v. FALCON HEALTHCARE, INC.; BROWNWOOD HOSPICE LP; GREAT PLAINS HOSPICE LP; WACO HOSPICE LP; PERMIAN BASIN HOSPICE LP; FALCON HOLDINGS LTD; INTERIM HEALTHCARE OF WEST TEXAS, LLC; CENTRAL TEXAS HOMECARE, LLC; AND NEW MEXICO HEALTHCARE SERVICES, LLC, APPELLEES
On Appeal from the 237th District Court Lubbock County, Texas Trial Court No. DC-2021-CV-0440, Honorable Les Hatch, Presiding
Before PARKER and DOSS and YARBROUGH, JJ.
ORDER ON MOTION TO REVIEW TRIAL COURT'S SUPERSEDEAS ORDER
PER CURIAM
Appellant and movant, Interim Healthcare, Inc. ("Interim"), requests this Court review the trial court's refusal to supersede the non-monetary portion of its judgment in lieu of bond paid by the judgment creditors, Appellees and nonmovants, Falcon Healthcare, Inc. and its subsidiaries: Brownwood Hospice LP; Great Plains Hospice LP; Waco Hospice LP; Permian Basin Hospice LP; Falcon Holdings LTD; Interim Healthcare of West Texas, LLC; Central Texas Homecare; LLC; and New Mexico Healthcare Services, LLC (collectively, "Falcon"). Because the court did not abuse its discretion in declining to supersede the judgment, we deny the motion.
Background
The underlying dispute arises from franchise agreements for businesses providing healthcare services, including temporary staffing, home healthcare, and hospice care.Interim, the franchisor, elected to terminate its franchise agreements with Falcon. Under certain provisions of the subject agreements, Interim claimed the right to take over Falcon's respective businesses. In response, Falcon filed suit and claimed the terminations were in breach of the agreements. A three-week bench trial resulted in the trial court awarding Falcon monetary damages and non-monetary relief. The nonmonetary relief includes rescission of the franchise agreements.
Because the parties' appeal is pending, we do not opine as to the merits of the case.
After entry of the final judgment, Interim filed a notice of appeal and a motion requesting a supersedeas bond. Falcon filed a "counter-supersedeas" motion requesting the trial court decline to supersede the judgment and instead set a bond to secure Interim from damages or loss pending appeal. The trial court denied Interim's motion and granted Falcon's, setting the bond at $3.3 million to secure Interim from damages caused by the execution of the non-monetary portions of the final judgment. The trial court also required certain conditions be met by Falcon for the bond to issue. Shortly thereafter, Interim filed a motion requesting this Court review the counter-supersedeas bond.
The trial court also permitted Interim to supersede the monetary portion of the judgment award, setting the bond at just over $850,000.
Standard of Review
We review trial court rulings regarding supersedeas bonds under an abuse of discretion standard. Haedge v. Cent. Tex. Cattlemen's Ass'n, No. 07-15-00368-CV, 2016 Tex.App. LEXIS 2311, at *4 (Tex. App.-Amarillo Mar. 3, 2016, pet. denied) (mem. op.) (citations omitted). A trial court abuses its discretion when it renders an arbitrary or unreasonable decision lacking support in the facts or circumstances of the case, or when it acts in an arbitrary or unreasonable manner without reference to guiding rules or principles. Samlowski v. Wooten, 332 S.W.3d 404, 410 (Tex. 2011) (citations omitted).
Analysis
Our review of a supersedeas bond order is limited in scope. On any party's motion, we may only review: (1) the sufficiency or excessiveness of the amount of security; (2) the sureties on a bond; (3) the type of security; (4) the determination whether to permit suspension of enforcement; and (5) the trial court's exercise of discretion in ordering the amount and type of security. TEX. R. APP. P. 24.4; Haedge, 2016 Tex.App. LEXIS 2311, at *3-4. A trial court has discretion to refuse to supersede the judgment. TEX. R. APP. P. 24.2(a)(3); In re State Bd. for Educator Certification, 452 S.W.3d 802, 807 (Tex. 2014). However, a trial court may not refuse to supersede the judgment when a party has no adequate remedy by appeal. In re Dallas Area Rapid Transit, 967 S.W.2d 358, 360 (Tex. 1998) (per curiam). There is no adequate remedy by appeal where the damages cannot be calculated. Pike v. Tex. EMC Mgmt., LLC, 610 S.W.3d 763, 792 (Tex. 2020) (citing Dresser-Rand Co. v. Virtual Automation Inc., 361 F.3d 831, 848 (5th Cir. 2004)).
Interim insists the trial court abused its discretion because it has no adequate remedy by appeal if the judgment is not superseded. Specifically, it argues the "cancellation" of the franchise agreements by the judgment effectively renders its appeal moot because it deprives it of certain contractual rights. Under Rule 24.2(a)(3), the trial court may decline to supersede a judgment for relief other than money or property, so long as the judgment creditor posts security in an amount sufficient to secure the judgment debtor from damage and loss in a successful appeal. TEX. R. APP. P. 24.2(a)(3). The trial court declined to supersede the non-monetary relief granted in its final judgment, provided Falcon pay a bond of $3.3 million and refrain from:
• opening or participating in providing health services within fifty miles of any existing Interim location, excluding Falcon's franchise locations, for eleven months;
• bringing new investors to the previously franchised businesses; and
• selling or transferring the previously franchised businesses to third parties.
Nonetheless, Interim complains it will lose the right to a meaningful appeal because it will be deprived of the following contractual rights and benefits found in the franchise agreements:
• noncompetition after termination of the agreements;
• nondisclosure of Interim's "confidential information";
• right to consent to the sale and transfer of shares of Falcon;
• require all new shareholders of Falcon shares to be bound by the franchise agreements and restrictive covenants;
• post-termination transfer of healthcare licenses from Falcon to Interim; and
• post-termination right to operate the franchise locations under the Interim brand.
Interim admits the noncompete period is eleven months following termination of the agreements.
Interim retains the benefit of statutory protections for disclosure of "confidential information" under the Texas Uniform Trade Secrets Act, which is the exclusive remedy for trade secret misappropriation in Texas. TEX. CIV. PRAC. & REM. CODE § 134A.001 et seq.
Of the above listed concerns, the trial court's conditions address all except: (1) the transfer of licenses and (2) operating the franchise locations post-termination. Interim does not allege Falcon intends to either: (1) relinquish the licenses or fail to maintain them or (2) shutdown the locations it previously operated under the franchise agreements. Should Interim be successful on appeal, it will have the right to enforce the franchise agreements' terms, and the licenses and locations will still be available for Interim to take over. Interim's appeal is not moot under the conditions of the counter-supersedeas bond.
The trial court also heard evidence from the parties regarding the motion and cross-motion for supersedeas and counter-supersedeas bond, including conflicting testimony from both Interim's and Falcon's CEOs regarding the harms Interim would suffer if the judgment was not superseded. Under an abuse of discretion standard, we defer to the trial court's factual determinations. Haedge v. Cent. Tex. Cattlemen's Ass'n, 603 S.W.3d 824, 827 (Tex. 2020) (citing Stockton v. Offenbach, 336 S.W.3d 610, 615 (Tex. 2011)). The trial court, as the trier of fact, is the sole judge in determining the credibility of witnesses. Hamilton v. Maestas, No. 07-18-00320-CV, 2020 Tex.App. LEXIS 2911, at *5 (Tex. App.-Amarillo Apr. 7, 2020, no pet.) (citing City of Keller v. Wilson, 168 S.W.3d 802, 819-21 (Tex. 2005)) ("The fact finder is the sole judge of the credibility of the witnesses and the weight to be given their testimony."). A reviewing court cannot substitute its discretion for that of the trial court to find an abuse when factual matters are in dispute. In re Mahindra, USA Inc., 549 S.W.3d 541, 550 (Tex. 2018).
While Interim's CEO testified about the potential harm to Interim if the judgment were not superseded, including damage to its brand, this evidence was rebutted by the testimony of Falcon's CEO, who, among other things, explained patients in healthcare do not choose services based upon brands but rather the instructions of their doctors and providers. The trial court, having presided over a three-week trial in which the same witnesses were presented, was in the best position to determine the harms which would be suffered by Interim if its judgment was not superseded. It found specifically "the testimony of [Falcon's CEO] at the hearing to be credible and, where his testimony is contrary with the hearing testimony of [Interim's CEO], finds the testimony of [Falcon's CEO] to be more credible." The trial court clearly resolved the conflicting testimony in favor of Falcon, and we cannot find an abuse of discretion even if we would have resolved the disputed facts differently. Id.
The trial court's counter-supersedeas order not only provides for a more-than-nominal bond, but also provides conditions to preserve the rights and remedies of Interim on appeal. Cf. In re Tex. Educ. Agency, 619 S.W.3d 679, 684 (Tex. 2021) (Rule 24.2(a)(3) gave trial courts discretion to decline supersedeas if the judgment creditor posts security.). Accordingly, we do not find the trial court abused its discretion in declining to permit Interim to supersede the judgment.
Conclusion
The trial court did not abuse its discretion in denying Interim's motion to supersede the judgment. Accordingly, Interim's motion to review the trial court's counter-supersedeas bond order is denied.
It is so ordered.