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Click here for the full text of this decision The contract does not impose an obligation to operate the hospital for the entire lease and the physicians did not submit the reasonable efforts theory to the jury. FACTS:Two investors approached Universal Health Services with a proposal to create a facility whereby office space within a hospital would be leased to an OB/GYN practice. The investors’ company and two doctors entered into a letter agreement and lease in 1995. That agreement obligated the investors’ company to locate property upon which the center would be built, develop plans for and construct the center, and obtain all licenses and permits to operate the center. Furthermore, the company agreed to use reasonable efforts to obtain written agreements certifying the hospital as an approved hospital by insurance companies and managed care providers during the term of the lease. Universal’s subsidiary eventually bought the investors’ business, and the doctors signed an agreement in 1996 substituting “The Renaissance Women’s Center of Austin, L.P.” as the party who would develop the center and as landlord under the lease. The hospital was built, but after two years of operation, in 1999, the hospital sustained operating losses of more than $2 million a year beyond what was expected for a start-up business. On the other hand, the doctors’ business had thrived. When Universal decided that it would close down the hospital, the doctors filed a breach of contract and fraud suit against the company. The doctors sought to force the hospital to stay open and, although an injunction was preliminarily granted and affirmed on appeal, the trial court eventually decided that it could not order Universal to stay open. On competing motions for summary judgment, both of which asserted that the letter agreement was unambiguous, the trial court ruled that the agreement’s provisions wereambiguous. At trial, the jury construed the supposedly ambiguous provisions in favor of the doctors, finding Universal promised to operate the facility for 15 years, and awarding the doctors $5.6 million in breach of contract damages and $1.3 million in attorneys’ fees. The 3rd Court of Appeals affirmed. On appeal, Universal challenges the legal sufficiency of the evidence supporting the jury’s finding that the agreement and lease required it to operate the hospital for the entire 15-year term. The doctors counter that the agreements unambiguously obligates Universal to do so. HOLDING:Reversed and rendered that the doctors take nothing. The court notes that terms in the agreements, such as “shall remain in effect and binding on [the parties] throughout the term of the Lease” and that”[i]n the event of any conflict or inconsistency between the provisions of this letter agreement and the provisions of the Lease, the provisions of this letter agreement shall govern and control” do not impose an obligation to operate the hospital for the entire term of the lease. “These terms are merely general statements of what agreement will control in the event of a conflict and that the obligations in the 1995 Letter Agreement will continue throughout the lease. They cannot be stretched to impose any obligations not already found elsewhere in the contract.” OPINION:Phillips, C.J., delivered the court’s opinion.

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