Columbia/HCA Healthcare Corp. v. Cottey, 72 S.W.3d 735

Columbia/HCA Healthcare Corp. v. Cottey, 72 S.W.3d 735 ORDER NOW FOR CUSTOMIZED AND ORIGINAL ESSAY PAPERS ON Columbia/HCA Healthcare Corp. v. Cottey, 72 S.W.3d 735 The objectives of this assignment are (1) to research legal cases online, and (2) to enhance the written and communication skills of the student. Columbia/HCA Healthcare Corp. v. Cottey, 72 S.W.3d 735 Required. Include at least, the following: (1) case citation; (2) a statement of the legal issue(s) in the case; (3) decision(s) and/or case holdings, and (4) rationale regarding the decision (Also, see the Appendix at the end of Chapter 1 for examples.) Grading. You will be graded on the organization and quality of the case brief, as well as your ability to follow directions. For example, turning in a case brief with improper grammar and/or spelling will not help the overall quality component of your grade on this assignment. Further, not including one or more of the required elements will negatively impact your score on this assignment. My case study Columbia/HCA Healthcare Corp. v. Cottey, 72 S.W.3d 735 (Tex.App.—Waco 2002). Here is the artical and sample for this case study Your Name Course Name Semester & Year Citation of Case: Powell v. $4,600.00 U.S. Currency, 904 P.2d 153 (1995). Facts: Late on Valentine’s Day 1994 a couple was driving along a Logan County Road. Martin and Robyn Hoel discovered $4,600 in cash lying along the side of the road. Martin then dropped Robyn off by a neighboring house so that she could contract the police. Martin returned to the site in order to secure the area and waited for the police. When the deputy sheriff arrived at the scene, Mr. Hoel helped him search for the money. The couple informed him that they wanted the money if no one claimed it. Six months later, the Logan County Sheriff sought permission to deposit the $4,600 into the Sheriff’s Training fund as provided by Oklahoma law for unclaimed property. The Hoel’s appeared at the hearing to dispute the action. The couple used common law argument that the finder of lost property acquires rights in that property which are superior to all claims except that of the rightful owner. Issue 1: Does the finder of lost money qualify as an “owner” of the property, and so obtain legal rights in the property that would outweigh those of the sheriff under the Oklahoma unclaimed property law? Issue 2: Do the Hoels qualify as finders of lost property? Decision: Yes/Yes Reason: (Judge Jones, Okla Ct of Civil Appeals) It was not the intent of the legislature to replace the common law rules regarding the ownership rights of finders of lost property. The property in question had an owner, that being the finder. The finder has better rights against everyone in the whole world except the true owner. The Hoels were the finders of the money and do qualify as finders. Columbia/HCA Healthcare Corp. v. Cottey, 72 S.W.3d 735 columbia_hca_healthcare_corp._v._cottey_for_case_study..2.pdf sample_case_brief_2.doc Columbia/Hca Healthcare Corp. v. Cottey, 72 S.W.3d 735 (Tex. App., 2002) 72 S.W.3d 735 COLUMBIA/HCA HEALTHCARE CORP., et al., Appellants, v. David W. COTTEY, Appellee. No. 10-00-337-CV. Court of Appeals of Texas, Waco. March 6, 2002. [72 S.W.3d 739] Nancy L. Patterson, Mark D. Temple, Littler & Mendelson, Houston, for appellants. John S. Morgan, Snider & Morgan, Beaumont, for appellee. Before Chief Justice DAVIS, Justice VANCE, and Justice GRAY. OPINION BILL VANCE, Justice. In 1992, David Cottey was working as the chief financial officer of Heights Hospital in Houston, Texas. Heights Hospital was acquired by Appellant, West Houston Healthcare Group, Ltd. (“West Houston”), a limited partnership in which Columbia Healthcare Corporation had been involved since 1991. In 1994, Columbia Healthcare Corporation merged with HCA and became Columbia/HCA Healthcare Corporation (“Columbia”), the second Appellant in this case. The third Appellant, Silsbee Hospital, Inc. d/b/a/ Silsbee Doctors Hospital (“Silsbee”), operates a hospital owned [72 S.W.3d 740] by Columbia where Cottey went to work in 1993. Cottey eventually sued all three Appellants on multiple claims, and they have appealed from a judgment holding them jointly and severally liable for close to $500,000 in damages. Cottey was offered an attractive financial package if he would stay on as chief financial officer of Heights Hospital after West Houston acquired it. Although there is a dispute over whether Cottey was hired by West Houston, Columbia, or both, a letter dated April 17, 1992, introduced into evidence at trial, offering him the position and describing his financial incentives, was from Russell Harms, VicePresident-Controller of “Columbia Hospital Corporation-Southwest Division.” Part of Cottey’s compensation was participation in an executive “Top Hat Plan,” which provided a large bonus when the investment plan fully vested in the sixth year of its existence. The parties agree that when he was hired, Cottey was not given a written description of the plan, and he was not told the plan could be rescinded at the discretion of the company. The plan was mentioned, although not specifically by name, in the letter from Harms. Cottey testified at trial that the existence of the plan was crucial to his accepting employment with West Houston. Columbia/HCA Healthcare Corp. v. Cottey, 72 S.W.3d 735 . In March 1993, for the first time, Cottey received a written description of the Top Hat Plan from Russell Schneider, President of “Columbia Hospital Corporation Southwest Division.” For an initial investment of $36,000, Cottey’s interest in the plan would become fully vested on the first day of the sixth year of his employment at $240,000. Vesting was to occur according to a schedule with most of the return vesting in the last three years. The vesting period was allowed to begin before Cottey’s actual date of employment. A provision in one of the documents reads in part: “… the Committee has authority to prescribe, amend and rescind the Plan and any rules and regulation relating to the Plan. All Committee interpretations, determinations and actions shall be binding on all parties.” After reviewing the documents, in August 1993 Cottey completed the necessary forms to participate in the Plan, and made an initial contribution of $18,000 of his own money plus another $18,000 which he borrowed on an unsecured promissory note.1 Cottey testified at -1- Columbia/Hca Healthcare Corp. v. Cottey, 72 S.W.3d 735 (Tex. App., 2002) trial he did not realize the company could rescind the Plan at its discretion. Cottey transferred to Silsbee in July 1993 and became its chief executive officer. In September 1995, Silsbee instituted a severance pay plan for employees who were terminated due to a staff reduction or because their positions were eliminated. The plan did not apply to employees terminated “for cause.” The Top Hat Plan was rescinded in June 1995. Cottey found out by a memorandum from Columbia. His vested interest, accrued over three years, was $72,000. Subtracting the $18,000 he had borrowed to invest, the plan paid Cottey $54,000. Because the six-year vesting period had not expired, Cottey did not realize the full $240,000 (minus $18,000) return he would have if the plan had fully vested.2 Cottey complained but was told that the plan by its express terms allowed for rescission at the company’s discretion. Cottey continued to work at Silsbee, although he was informed by his supervisor, Luis Silva, that his position was soon to be eliminated in the course of a reorganization [72 S.W.3d 741] plan. In July 1997, Cottey made a written complaint about the rescission of the Top Hat Plan. He wrote: “I have been doing contracts for 23 years; I know what it says. I want a sincere response from you on why the cancellation of your commitment to me is justified, and is the right thing to do.” He got no response. In August 1997, Cottey was approached by doctors at Silsbee who persuaded him to allow a birthday surprise for another doctor in which a female dancer would perform in the hospital’s operating room. . The day after the “surprise,” the husband of a nurse at Silsbee filed a complaint. The local newspaper was also informed about the incident. An investigation was conducted by Silva, and Cottey was fired in September. He was told there was an “uproar from the community” over the incident, and he was being fired “for cause” in that he “allowed an atmosphere in the hospital where the doctors felt comfortable in [having the party].” He was given two months severance pay.3 In August 1998, Cottey sued the Appellants for fraudulently inducing him into an employment contract, breach of employment contract, wrongful discharge, and breach of the severance-pay provision. After a trial in April 2000, the jury found that each of the Appellants had fraudulently induced Cottey into the contract and had breached the severance pay provision,4 and awarded him approximately $375,000 in damages. He also recovered prejudgment interest, attorney’s fees and expenses of $50,000, and postjudgment interest. The judgment held all three Appellants jointly and severally liable. Appellants bring nine issues which we group as follows: 1. Issues One, Two, Three, and Four: The evidence is legally and factually insufficient (a) that Cottey was fraudulently induced into the employment contract, and (b) to support the damages awarded for fraudulent inducement, because they are based on a wrongful discharge which is a claim not presented to the jury. Furthermore, Cottey ratified or waived any fraudulent inducement by continuing his employment for two years after learning the Top Hat Plan was rescinded, and the jury should have been instructed about ratification and waiver. 2. Issues Six, Seven, and Eight: The evidence is legally and factually insufficient that the severance pay provision was breached. Furthermore, Cottey had no right to severance pay because it was not a legally enforceable provision of his employment contract, and the issue should not have been presented to the jury. 3. Issue Five: Columbia and Silsbee cannot be jointly and severally liable with West Houston for damages on the fraudulent inducement claim, because they are not -2- Columbia/Hca Healthcare Corp. v. Cottey, 72 S.W.3d 735 (Tex. App., 2002) “successors-in-interest” to West Houston, the only original party to the contract with Cottey. 4. Issue Nine: The amount of attorney’s fees and costs was inappropriate and excessive. We will reverse the judgment in part and modify and affirm it in part. [72 S.W.3d 742] Columbia/HCA Healthcare Corp. v. Cottey, 72 S.W.3d 735 FRAUDULENT INDUCEMENT In issues One, Two, Three, and Four, Appellants complain about the fraudulent inducement claim. Specifically, they claim Cottey ratified or waived any fraudulent inducement by continuing his employment after learning the Top Hat Plan could be rescinded. Therefore, the jury should have been instructed not to find fraudulent inducement if it found ratification or waiver. Furthermore, they claim that the evidence is legally and factually insufficient (a) that Cottey was fraudulently induced into the employment contract, and (b) to support the damages awarded for fraudulent inducement. Ratification and Waiver Appellants contend that, because Cottey continued to work at Silsbee for years after he learned in 1993 from Top Hat Plan documents that the plan could be rescinded, there was a fact issue about whether Cottey ratified the rescission provision or waived any complaint about it. The cases cited by Appellants have to do with “breach of contract” actions wherein the defendant claims an employment-at-will contract was modified, not breached, and that the plaintiff received notice of the modification and accepted it, at least constructively, by continuing to work for the employer. Hathaway v. General Mills, Inc., 711 S.W.2d 227, 228-29 (Tex.1986); Gamble v. Gregg County, 932 S.W.2d 253, 255-56 (Tex.App.-Texarkana 1996, no writ). Cottey abandoned his breach of contract claim at trial. He did not claim the contract was modified after he was hired. His complaint is that the contract stayed the same, but its rescission provision was not disclosed to him until after he was hired. The jury was charged concerning the tort of fraudulent inducement. A party fraudulently induced into a contract can under some circumstances ratify the contract or waive its claim of fraud. However, “[t]he question … is largely one of intent. Hence acts done in affirmance of the contract can amount to a waiver of the fraud only where they are done with full knowledge of the fraud and of all material facts, and with the intention, clearly manifested, of abiding by the contract and waiving all right to recover for the deception. Acts which, although in affirmance of the contract, do not indicate any intention to waive the fraud, cannot be held to operate as a waiver.” Fortune Production Co. v. Conoco, Inc., 52 S.W.3d 671, 677 (Tex.2000) (quoting Kennedy v. Bender, 104 Tex. 149, 135 S.W. 524, 525 (1911)). Cottey continued to complain about the rescission of the plan. . Under Kennedy, he did not ratify the fraud or waive his right to complain about it, and the court was not required to submit instructions about either theory. Standards of Review for Sufficiency of the Evidence In several issues, Appellants complain about the legal and factual sufficiency of the evidence to support the jury’s finding that they fraudulently induced Cottey to accept the position offered him. Cottey had the burden of proof on all these issues. When we review whether the evidence is legally sufficient, we consider only that evidence and the inferences therefrom which support the jury’s finding, considered in the light most favorable to the finding, and disregarding contrary evidence and inferences. Burroughs Wellcome Co. v. Crye, 907 S.W.2d 497, 499 (Tex.1995); Holt Atherton Industries, Inc. v. Heine, 835 S.W.2d 80, 84 (Tex.1992). We will find the evidence legally insufficient if: (1) there is a complete absence of evidence for the finding, (2) there is evidence to support the finding, but rules of law or evidence bar the -3- Columbia/Hca Healthcare Corp. v. Cottey, 72 S.W.3d 735 (Tex. App., 2002) court from giving any weight to the evidence, (3) there is no [72 S.W.3d 743] more than a mere scintilla of evidence to support the finding, or (4) the evidence conclusively establishes the opposite of the finding. Merrell Dow Pharms., Inc. v. Havner, 953 S.W.2d 706, 711 (Tex.1997) (citing Robert W. Calvert, “No Evidence” and “Insufficient Evidence” Points of Error, 38 Tex. L.Rev. 361, 362-63 (1960)). “More than a scintilla of evidence exists where the evidence supporting the finding, as a whole, `rises to a level that would enable reasonable and fair-minded people to differ in their conclusions.’” Burroughs Wellcome, 907 S.W.2d at 499 (quoting Transportation Ins. Co. v. Moriel, 879 S.W.2d 10, 25 (Tex.1994)). To determine whether the evidence is factually sufficient, we must consider all the evidence in the record both for and against the jury’s finding, and we can find the evidence factually insufficient only if we conclude that the finding is so contrary to the overwhelming weight of the evidence as to be clearly wrong and unjust. Cain v. Bain, 709 S.W.2d 175, 176 (Tex.1986); Checker Bag Co. v. Washington, 27 S.W.3d 625, 633 (Tex.App.-Waco 2000, pet. denied). Reversal could occur because the finding was based on weak or insufficient evidence, or because the proponent’s proof, although adequate if taken alone, is overwhelmed by the opponent’s contrary proof. . Checker Bag, 27 S.W.3d at 633 (citing William Powers, Jr. & Jack Ratliff, Another Look at “No Evidence” and “Insufficient Evidence,” 69 Tex. L.Rev. 515, 519 n. 11 (1991)). However, we may not pass upon the witnesses’ credibility or substitute our judgment for that of the jury, even if the evidence would clearly support a different result. Maritime Overseas Corp. v. Ellis, 971 S.W.2d 402, 407 (Tex.1998) (citing Pool v. Ford Motor Co., 715 S.W.2d 629, 634 (Tex.1986)). If we find the evidence to be factually sufficient, we are not required to detail all the evidence supporting the finding; if we find the evidence to be factually insufficient, we must detail all the evidence relevant to the issue and clearly state why the jury’s finding is manifestly unjust. Maritime Overseas, 971 S.W.2d at 407 (citing Ellis County State Bank v. Keever, 888 S.W.2d 790, 794 (Tex.1994)). False Representation The jury was charged that the elements of fraudulent inducement are: (1) a material representation; (2) which was false; (3) which was either known to be false when made or made recklessly without knowledge of its truth; (4) which was intended to be acted or relied upon; (5) which was relied upon; and (6) which caused injury or damage. E.g. Formosa Plastics v. Presidio Engineers, 960 S.W.2d 41, 47 (Tex.1998); Spoljaric v. Percival Tours, Inc., 708 S.W.2d 432, 434-35 (Tex.1986).5 Appellants argue that the evidence is legally and factually [72 S.W.3d 744] insufficient to support a finding of a misrepresentation by them to Cottey or of a duty by them to ensure that Cottey understood every aspect of the plan. They argue that a misrepresentation cannot occur by silence, i.e., by failure to disclose information that ought to be. Cottey pled that Appellants represented that he would have a six-year employment contract, including the six-year investment plan, that those representations were false, known to be false, and made with intent that he rely on them, and that he did rely on them to his detriment. We begin with the challenge to the legal sufficiency of the evidence, looking only at the evidence that favors the jury’s finding and ignoring all evidence to the contrary. -4- Columbia/Hca Healthcare Corp. v. Cottey, 72 S.W.3d 735 (Tex. App., 2002) Fraud requires a material misrepresentation that was false; was either known to be false when made or was asserted without knowledge of its truth; was intended to be acted on; was relied on; and caused injury. See Samedan Oil Corp. v. Intrastate Gas Gathering, Inc., ___ S.W.3d ___, ___, 2001 WL 1153443, *5 (Tex.App.-Tyler September 28, 2001) (“The element of misrepresentation can be demonstrated in a variety of ways including by way of false promise or by way of concealment by silence.”); Lesikar v. Rappeport, 33 S.W.3d 282, 299 (Tex.App.-Texarkana 2000, no pet.) (citing Formosa Plastics, 960 S.W.2d at 47). Columbia/HCA Healthcare Corp. v. Cottey, 72 S.W.3d 735 . “When … the complaint is that the other party violated a `duty to speak,’ silence may be as misleading as a false representation.” Sears, Roebuck & Co. v. Meadows, 878 S.W.2d 171, 175 (Tex.App.-Waco 1993), rev’d on other grounds, 877 S.W.2d 281 (1994); Spoljaric, 708 S.W.2d at 435; State Nat’l Bank v. Farah Mfg. Co., 678 S.W.2d 661, 681 (Tex.App.-El Paso 1984, writ dism’d agr.). Silence is equivalent to a false representation where circumstances impose a duty to speak and one deliberately remains silent. Spoljaric, 708 S.W.2d at 435. Fraud by false promise and fraud by concealment are not fraud theories distinct from fraudulent misrepresentation, but rather are separate theories by which the misrepresentation element of fraud can be proven. Samedan Oil, ___ S.W.3d at ___, 2001 WL 1153443, *5. For fraud by nondisclosure to be actionable, there must be a duty to disclose. Id.; Hoggett v. Brown, 971 S.W.2d 472, 487-88 (Tex.App.Houston [14th Dist.] 1997, pet. denied). Whether such a duty exists is a question of law. Samedan Oil, ___ S.W.3d at ___, 2001 WL 1153443, *5. A duty to disclose may arise in four situations: (1) where there is a special or fiduciary relationship; (2) where one voluntarily discloses partial information, but fails to disclose the whole truth; (3) where one makes a representation and fails to disclose new information that makes the earlier representation misleading or untrue; and (4) where one makes a partial disclosure and conveys a false impression. Id. (citing Hoggett, 971 S.W.2d at 487; Formosa Plastics, 941 S.W.2d at 146-47). There is no dispute that when Cottey was hired, he was told he would participate in the Top Hat Plan and his interest would vest in six years. Furthermore, it is not disputed that Appellants made only a partial disclosure about the plan because they did not tell Cottey about the rescission provision. This partial disclosure conveyed a false impression to Cottey about his financial future if he accepted the position. We find that Cottey’s testimony that no one told him, orally or in writing, that the plan could be rescinded in the future at the discretion of the company, follows his pleadings and supports a finding by the jury that Appellants represented to him, by their silence about the rescission provision, that the plan would [72 S.W.3d 745] continue for the full six years. . Thus, we find legally sufficient evidence of an affirmative misrepresentation by silence. Havner, 953 S.W.2d at 711. Turning to the factual sufficiency challenge, we note that Appellants did not dispute what Cottey said he was told about the Top Hat Plan and did not offer any evidence that Cottey was told that the plan might be terminated. Examining all the evidence on the issue, we do not find the evidence supporting the jury’s finding to be so weak or contrary to the overwhelming weight of the evidence as to be clearly wrong and unjust. Cain, 709 S.W.2d at 176; Checker Bag, 27 S.W.3d at 633. It is therefore factually sufficient. “Knowing “Intent” Misrepresentation” and Next, Appellants say the evidence was legally and factually insufficient to justify a finding of “fraudulent intent.” An examination of the elements of fraudulent misrepresentation shows that the promisor’s “intent” is involved in only one element, i.e., intent that the representation be acted or relied upon. -5- Columbia/Hca Healthcare Corp. v. Cottey, 72 S.W.3d 735 (Tex. App., 2002) Appellants focus on whether Cottey proved that at the time he accepted employment, Appellants intended not to carry out the plan. This pertains more to the element of whether the misrepresentation they made (the omission) was made knowingly or recklessly. The proper question as to the element of “intent” is whether Cottey proved that, at the time he accepted employment, Appellants intended for Cottey to act or rely on their partial disclosure about the plan which omitted mention of the rescission provision. The action and reliance occurred when Cottey accepted the position. Again, to determine legal sufficiency, we look only to the evidence and inferences supporting the jury’s finding. It is not in question that Russell Harms knew the plan could be rescinded at any time at the discretion of the company and failed to disclose it. Thus, there is no dispute as to that issue. As for “intent,” a party’s intent at the time of the representation can be inferred from the party’s subsequent actions. Spoljaric, 708 S.W.2d at 434. Although failure to perform, standing alone, cannot establ … Columbia/HCA Healthcare Corp. v. Cottey, 72 S.W.3d 735 Get a 10 % discount on an order above $ 100 Use the following coupon code : NURSING10

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