Issue: Under Texas law, when is a restrictive covenant too ambiguous to be enforced?
| Area of Law: | Business Organizations & Contracts |
| Keywords: | Restrictive covenant enforcement; Ambiguous; Construction of contract |
| Jurisdiction: | Texas |
| Cited Cases: | 812 S.W.2d 217; 997 S.W.2d 265; 980 S.W.2d 462; 610 So. 2d 15 |
| Cited Statutes: | None |
| Date: | 01/01/2001 |
The primary concern of a court in construing a written contract is to ascertain the true intent of the parties as expressed in the instrument. However, if a written contract is so worded that it can be given a definite or certain legal meaning, then it is not ambiguous, and the court may give legal effect to the plain meaning of the agreement. Kelley-Coppedge, Inc. v. Highlands Ins. Co., 980 S.W.2d 462 (Tex. 1998).
In Ballesteros v. Johnson, 812 S.W.2d 217 (Mo. Ct. App. 1991), the restrictive covenant expressly forbade the cardiologist, in relevant part, to “engage in general cardiology and critical care, cardiology and critical care consulting, heart catheterizations, echocardiography, Holter monitoring, electrocardiogram interpretations, or exercise stress testing, at or with the following described hospitals: Incarnate Word, Alexian Brothers Lutheran, Deaconess and Alexian Brothers Health Center, St. Anthony’s, St. Elizabeth (Granite City, Illinois), St. Louis University Hospitals and any future hospitals where Johnson or the Practice may have admitting privileges at the time of termination of this Agreement.” The court in Ballesteros had no trouble enforcing the covenant because it was clear, specific and unambiguous.[1]
The maxim of statutory construction expressio unis est exclusio alterius (the expression of one thing is the exclusion of another) is relevant here. Language in a contract that lists a series of ambulatory, outpatient care facilities gives rise to a reasonable inference that the parties did not intend to restrict practice at residential or […]