# Quantum Plus, LLC v. Hosp. Internists of Austin, P.A. Supreme Court of Texas, No. 25-0579 **Quantum Plus, LLC v. Hosp. Internists of Austin, P.A., No. 25-0579, is before the Supreme Court of Texas. Key issue: Are lost profits recoverable past the notice period under a terminable-at-will contract?** Practice areas: breach of contract, attorney fees ## Key issues - Are lost profits recoverable past the notice period under a terminable-at-will contract? - Did the jury charge use a legally incorrect definition of the corporate practice of medicine, does electing recovery on one breach-of-contract claim preclude Chapter 38 fees on the other, and did the court of appeals improperly render judgment for tortious interference rather than remand? ## Factual History Quantum Plus contracted with St. David's HealthCare to staff five central Texas hospitals and in turn contracted with Hospital Internists of Austin (HIA), a local hospitalist group, to supply physicians and advanced practice clinicians; either side could terminate the agreement without cause on 120 days' notice (Petition for Review, PDF pp. 16, 9). HIA says Quantum repeatedly broke its promise to follow Texas law, including the prohibition on the corporate practice of medicine, by trying to control physicians' decisions on codes, transfers, diagnosis queries, discharges and rounding, and by threatening to terminate if HIA did not comply, and that Quantum solicited and hired away HIA's providers in violation of the agreement (Brief on the Merits (Respondent), PDF pp. 17-24). Facing a with-cause timeline it said would harm patients, HIA terminated without cause in June 2018, and says it was damaged by Quantum's breaches (Brief on the Merits (Respondent), PDF pp. 25-26; Petition for Review, PDF p. 20). Quantum's account is that tensions arose over rounding, queries and admissions, and that it paid HIA through the notice period (Brief on the Merits (Petitioner), PDF pp. 4-5, 45). ## Procedural History HIA sued for breach of contract, tortious interference, and conspiracy (Brief on the Merits (Petitioner), PDF p. 13). The jury awarded $4,517,623 in lost profits on HIA's Section 24 claim (compliance with law), $438,347 on its Section 8 claim (non-solicitation), damages for tortious interference, $1.9 million for conspiracy, and $864,879.50 in attorney's fees for each contract claim (Brief on the Merits (Petitioner), PDF p. 13; Petition for Review, PDF pp. 20-21). HIA elected to recover on the Section 24 claim and conspiracy, and the trial court awarded fees on both contract claims even though damages were rendered only on one (Petition for Review, PDF p. 21). The Austin Court of Appeals affirmed the contract and fee awards, saying it knew of no court adopting Quantum's terminable-at-will rule and would not do so without Supreme Court precedent, reversed the conspiracy award because conspiracy is not an independent theory of recovery, and rendered judgment on tortious interference even though neither side had briefed it (Petition for Review, PDF p. 22). The Court granted review on June 12, 2026. ## Issues Presented - Quantum (Petition for Review, PDF p. 13; Brief on the Merits (Petitioner), PDF p. 17): whether lost profits are recoverable beyond the notice-of-termination period for a terminable-at-will contract; whether a charge definition of the "corporate practice of medicine" that omitted the statutory definition of "practicing medicine" and an essential component of the control theory was error; whether Chapter 38 fees may be awarded on a claim on which the plaintiff recovered nothing in the judgment; and whether the court of appeals erred in rendering judgment on tortious interference. - HIA (Brief on the Merits (Respondent), PDF p. 11): (1) whether lost profits are recoverable under a terminable-at-will contract when the breaches occurred before termination and the jury found the contract would have continued at least eight months; (2) whether electing damages on one section prohibits fees for two breaches of the same contract; and (3) whether a jury charge must use only strict statutory definitions or may use plain language from case law and agency guidance. ## Standard(s) of Review The briefs frame the issues as legal questions about lost-profits damages, jury-charge error and Chapter 38 fees, and HIA argues Quantum failed to preserve its charge objection and that the trial court has wide discretion over charge definitions (Brief on the Merits (Respondent), PDF pp. 52-53, 55). ## Legal Arguments **Lost profits under a terminable-at-will contract.** **Quantum (Petitioner):** Lost profits must be reasonably certain and foreseeable at contracting, and when parties bargain for a right to terminate on notice, profits after the notice period are neither, as the majority of Texas and out-of-state courts recognize (Brief on the Merits (Petitioner), PDF pp. 41-42, 45-46). HIA's only contract damages were lost profits, so the Court should render judgment against HIA on the contract claim (Brief on the Merits (Petitioner), PDF p. 42). In reply, Quantum says foreseeability is measured at formation, that HIA terminated and so could not show reasonably certain profits, and that the issue is one of first impression resting on settled principles (Reply Brief (Petitioner), PDF p. 2; Reply to Response (Petitioner), PDF p. 2). **HIA (Respondent):** The right to terminate is one factor in foreseeability, an agreement that performance ends on a date is not a bargain limiting damages, and there is no "majority Texas rule" barring lost profits past a notice period (Brief on the Merits (Respondent), PDF pp. 28-32). **The jury charge on the corporate practice of medicine.** **Quantum (Petitioner):** The definition omitted the statutory definition of "practicing medicine" and the requirement of an agreement giving the business enough control to make the physician an employee, so the jury could find a violation even though HIA's physicians were independent contractors (Brief on the Merits (Petitioner), PDF pp. 5, 42-43). **HIA (Respondent):** Quantum did not object to the instruction, the court did not abuse its discretion by tracking the Texas Medical Board's own description, nothing shows the definition probably caused an improper judgment, and the physicians' status is irrelevant (Brief on the Merits (Respondent), PDF pp. 52-55, 63, 65). **Attorney's fees and the tortious-interference judgment.** **Quantum (Petitioner):** To "prevail" under Chapter 38 a plaintiff must get relief that materially alters the parties' relationship, and because the Section 24 award gave HIA complete relief, it could not recover fees on the Section 8 claim (Brief on the Merits (Petitioner), PDF p. 43). The court of appeals also should not have rendered judgment on tortious interference, an unbriefed claim that largely overlapped damages already awarded (Petition for Review, PDF p. 22). **HIA (Respondent):** Chapter 38 does not require segregating fees among multiple theories of breach of the same contract, and the court of appeals properly rendered judgment on the jury's tortious-interference answers rather than remanding (Brief on the Merits (Respondent), PDF pp. 39, 67). ## Stated Reasons the Court Should Take the Case Quantum argued the court of appeals' decision on lost profits conflicts with the majority rule in Texas and elsewhere, that the charge definition and fee ruling and the rendition of judgment on an unbriefed claim need correction, and that the case presents a question of first impression in this Court (Petition for Review, PDF pp. 14, 22-23). HIA argued the Third Court's judgment should be left undisturbed and that the lost-profits question is governed by existing Texas limits on consequential damages (Response to Petition (Respondent), PDF p. 2). ## Practice Area Tags breach-of-contract, attorney-fees ## Procedural Posture/Vehicle Petition for review from the Third Court of Appeals (Austin); granted June 12, 2026. Oral argument: October 6, 2026. ## Amicus Involvement - Amicus curiae briefs were filed at the merits stage; they are not summarized here. --- Source: The SCOTX Report, https://scotxreport.com/cases/25-0579. AI-generated summary of the Court's opinion, orders and the parties' briefs, with pin cites to the page of each document; verify against the Court's own documents at search.txcourts.gov.