New Boston General Hospital, Inc. v. Texas Workforce Commission

OPINION ON REHEARING

In their motion for rehearing, New Boston General Hospital, Inc. and Dr. James J. Naples contend that a fact issue exists as to whether the “safe harbor” provisions of the federal and state statutes apply to Becky Borgeson. We find that this point is immaterial to a proper resolution of this appeal.

Where a regulatory statute imposes a penalty for its violation but does not expressly declare that contracts in violation of its provisions are void, a contract that contravenes the provisions of the statute is not necessarily invalid. Ross Amigos Oil Co. v. State, 134 Tex. 626, 138 S.W.2d 798 (1940); Tubb v. Kramer Bros. Nurseries, 237 S.W.2d 680 (Tex.Civ.App. — Waco 1951, writ ref'd n.r.e.). And a contract in contravention of a regulatory statute is not void and unenforceable if the expressly stated consequences of violating the statute are apparently ample to insure its observance. Borger v. Brand, 131 Tex. 614, 118 S.W.2d 303 (1938).

Moreover, Tex. Health & Safety Code Ann. § 161.091 (Vernon 1992),6 the statute in force when the contract in consideration here was executed, provided for penalties only against a person or corporation licensed, certified, or registered by a health *41care regulatory agency of this state. Thus, the statute did not apply to Borge-son, and she would not have been in pari delicto with New Boston and Dr. Naples. See Am. Nat'l Ins. Co. v. Tabor, 111 Tex. 155, 230 S.W. 397 (1921). Where the parties to the contract are not in pari delicto, relief may be granted to the party who is the least culpable. See Graham v. Dean, 144 Tex. 61, 188 S.W.2d 372 (Tex.1945).

Borgeson worked with New Boston and Dr. Naples to amend the contract so it would comply with both federal and state law. Even if the contract could be considered illegal, it would be unconscionable to allow New Boston to set up its own illegal conduct to defeat its obligation to Borge-son, who was not in violation of the law.

The motion for rehearing is overruled.

. Repealed, by Act of May 10, 1999, 76th Leg., R.S., ch. 388, § 6(b)(2) Tex. Gen. Laws 1431, 2440.