Independent Medical Judgment and Vicarious Liability: The New NPHO Standard in Renaissance Medical Foundation v. Lugo

I. Introduction

In Renaissance Medical Foundation v. Lugo, the Supreme Court of Texas confronted a question at the intersection of tort law and the long‑standing prohibition on the corporate practice of medicine: to what extent can a nonprofit health organization (NPHO) be held vicariously liable for malpractice committed by a physician it employs, when statutes both authorize such employment and forbid the organization from interfering with the physician’s professional judgment?

The case arose from a pediatric neurosurgery at Doctors Hospital at Renaissance, during which a retractor allegedly migrated into the child’s brainstem, causing permanent neurological damage. The surgeon, Dr. Michael Burke, was employed by Renaissance Medical Foundation (the “Practice”), an NPHO certified under Texas Occupations Code § 162.001. The patient’s mother, Rebecca Lugo, sued Dr. Burke, the hospital, and the Practice. As to the Practice, she asserted only vicarious liability, alleging that the Practice was liable for Dr. Burke’s negligence under traditional respondeat superior principles.

The Practice moved for traditional summary judgment, arguing that as an NPHO it could not, as a matter of law, be vicariously liable for a physician’s medical malpractice because:

• only individuals can be licensed to practice medicine in Texas;
• physicians employed by NPHOs statutorily “retain independent medical judgment”; and
• NPHOs are prohibited from interfering with or controlling a physician’s professional judgment.

The trial court denied the motion, and the court of appeals affirmed. The Supreme Court granted review in a permissive interlocutory appeal to clarify the effect of Texas’s NPHO statutes on common‑law vicarious liability.

The Court’s opinion (by Justice Busby) establishes an important and nuanced rule: while NPHOs are not categorically immune from vicarious liability, a nonprofit health organization may not be held vicariously liable if exercising its right of control regarding the alleged negligence would interfere with the physician’s independent medical judgment. Because the Practice did not conclusively establish that any control it could exercise over Dr. Burke with respect to the alleged negligence would have interfered with his independent medical judgment, its traditional summary judgment motion failed.

II. Summary of the Opinion

A. Core Holding and New Rule

The Court held:

A nonprofit health organization may not be held vicariously liable if exercising its right of control regarding the alleged negligence would interfere with its employee physician's exercise of independent medical judgment.

This rule modifies the usual right‑of‑control analysis for vicarious liability in the specific statutory context of NPHOs under Texas Occupations Code chapter 162. The Court draws a line between:

• physician conduct that is an exercise of independent medical or professional judgment, which an NPHO is statutorily forbidden to control; and
• aspects of the physician’s work that an NPHO can lawfully control (e.g., certain operational, administrative, or policy‑based aspects that facilitate—but do not override—medical judgment).

B. Disposition

The Court’s disposition is procedural but significant:

• It affirms the court of appeals’ judgment, which had affirmed the denial of the Practice’s traditional motion for summary judgment.
• It remands to the trial court for further proceedings, explicitly allowing the Practice to file a new motion for summary judgment under the clarified legal standard.

The Court does not decide whether the Practice is, in fact, vicariously liable; it decides only that, on the record and arguments presented, the Practice did not conclusively negate vicarious liability as a matter of law.

C. Issues the Court Resolves

The Opinion resolves several key legal questions:

1. Licensing limitation: The requirement that only individuals be licensed to practice medicine does not preclude corporate (or NPHO) vicarious liability for physician negligence.
2. Independent medical judgment clauses: Contract terms and statutes recognizing a physician’s “independent medical judgment” do not automatically sever the employment relationship or eliminate vicarious liability.
3. Effect of § 162.0021: The prohibition on NPHOs “interfer[ing] with, control[ling], or otherwise direct[ing] a physician’s professional judgment” does narrow the NPHO’s right of control, and therefore narrows the scope of vicarious liability, but does not eliminate it.
4. Summary judgment burden: An NPHO seeking traditional summary judgment must conclusively demonstrate that, as to the alleged negligent acts or omissions, any control it could exercise would intrude upon the physician’s independent medical judgment.

III. Analysis

A. Statutory and Common-Law Background

1. The Corporate Practice of Medicine and the Rise of NPHOs

Historically, Texas has adhered to the “corporate practice of medicine” doctrine: corporations (non‑physician entities) could not practice medicine or employ physicians to practice medicine on their behalf. The policy rationale, as the Court notes by citing cases such as Gupta v. Eastern Idaho Tumor Institute, Inc. and St. Joseph Hospital v. Wolff, was to prevent “lay control” of medical decision‑making.

The Texas Medical Practice Act reinforces this view by:

• prohibiting the unlicensed practice of medicine; and
• allowing licenses to practice medicine to be issued only to a “person,” defined as an individual.

In 1999, the Legislature partially reconfigured this framework by authorizing certain entities—including NPHOs—to employ physicians without engaging in the “unlicensed practice” of medicine. Under Texas Occupations Code § 162.001:

• an NPHO must be a nonprofit corporation organized by Texas‑licensed physicians for qualifying purposes (such as delivery of health care);
• its directors and trustees must themselves be licensed physicians; and
• it must be certified by the Texas Medical Board.

Crucially, however, this new organizational structure was coupled with protective safeguards:

• § 162.0021: An NPHO “may not interfere with, control, or otherwise direct a physician’s professional judgment” in violation of the subchapter or other law, including Board rules.
• § 162.0022: An NPHO must adopt and enforce policies that ensure the physician “exercises independent medical judgment” when providing patient care and must include “quality assurance” policies.
• § 162.0023: Employed physicians “retain independent medical judgment” and may not be disciplined for reasonably advocating for patient care.
• § 162.0024(a): These statutory requirements cannot be waived or voided by contract.

Thus, by design, NPHOs occupy a hybrid space: they are lawful physician employers, but they are statutorily constrained in how far their control may extend into core medical decision‑making.

2. The Common-Law Test for Vicarious Liability

Under Texas common law, vicarious liability (respondeat superior) attaches when:

• the tortfeasor is an employee (not an independent contractor); and
• the tort occurs within the course and scope of employment.

The “supreme test” for distinguishing employees from independent contractors is the right of control over “the progress, details, and methods of operations of the work.” The Court cites Limestone Products Distrib., Inc. v. McNamara and many others for this settled principle.

Texas courts use a multi‑factor framework (from McNamara) to determine whether a contractual right of control exists:

1. the independent nature of the worker’s business;
2. who furnishes tools, supplies, and materials;
3. who controls the progress of the work, aside from final results;
4. the duration of the employment; and
5. the method of payment (time‑based vs. job‑based).

In this case, the lower courts applied those factors to Dr. Burke’s employment contract with the Practice and concluded that he was an employee of the Practice, a conclusion the Supreme Court implicitly accepts for purposes of analysis.

B. Precedents and How They Shape the Court’s Reasoning

1. St. Joseph Hospital v. Wolff and Corporate Vicarious Liability

The Practice argued that because corporations cannot be licensed to practice medicine, an NPHO cannot “direct the details” of a physician’s work and therefore cannot be vicariously liable for malpractice. The Court rejects this position by invoking St. Joseph Hospital v. Wolff.

In St. Joseph, a plurality of the Court held that even if a statute bars a corporation from employing a physician, that does not make such an employment relationship “factually impossible.” If the physician is in fact acting as an employee, the corporation can be vicariously liable, even though the underlying arrangement may violate licensing or corporate practice rules. The Court draw on the Restatement (Second) of Agency to emphasize:

A statute prohibiting an incorporated hospital from employing a physician does not prevent the parties from factually accomplishing that very act in violation of the law any more than a statute prohibiting a crime makes the crime factually impossible to commit.

The current Opinion relies on this reasoning to reiterate that:

• the mere fact that only individuals can hold medical licenses does not, by itself, wipe out the possibility of an employer‑employee relationship between a medical corporation and a physician; and
• corporate incapacity to practice medicine does not immunize corporations (or NPHOs) from vicarious liability for the acts of physician‑employees.

2. Murk v. Scheele and Independent Professional Judgment

The Practice sought to rely on the contract clause stating that Dr. Burke “shall retain the right to exercise [his] independent medical judgment” as an employment‑status breaker, arguing that independent judgment is incompatible with the right‑of‑control needed for vicarious liability.

The Court answers this argument through Murk v. Scheele, a Texas Tort Claims Act case. There, a county hospital argued that a physician who exercised independent professional judgment was outside its right‑of‑control and thus was not an “employee” for purposes of sovereign‑immunity waiver. The Court rejected that position:

• it held that a physician can still be an “employee” even though he must exercise independent medical judgment; and
• the need to exercise professional judgment “did not, by itself, vitiate” the hospital’s right to control the details of the physician’s practice.

The Opinion makes clear that Murk is not limited to Tort Claims Act cases; it reflects a broader common‑law principle: professional autonomy in clinical decision‑making does not automatically dissolve the employer‑employee relationship or preclude vicarious liability.

3. Painter v. Amerimex Drilling and the Task-by-Task Problem

Lugo argued that the Court should not adopt a “task‑specific” analysis of the NPHO’s control over particular acts of negligence, citing Painter v. Amerimex Drilling I, Ltd., where the Court warned against an “unworkable paradigm” in which a worker’s status shifts between employee and independent contractor “countless times in a given work day.”

The Court acknowledges this concern but distinguishes the context:

• In traditional employment settings, an employer generally could control all aspects of an employee’s work but simply chooses which aspects to actually direct.
• By contrast, in the NPHO context, the Legislature has categorically barred NPHOs from controlling certain subsets of physician conduct—specifically, professional judgment—while allowing control over other aspects.

Because the Legislature has already divided the field into “controllable” and “non‑controllable” domains, the Court concludes that some degree of conduct‑specific analysis is necessary and manageable here, unlike the general “task‑by‑task” approach rejected in Painter.

4. DEL Industries, Tidwell, and Statutory/Industry Modifications of Control

The Court relies heavily on two prior decisions to justify modifying the ordinary right‑of‑control inquiry when statutes and industry structures warrant it:

• Texas Workers’ Compensation Insurance Fund v. DEL Industries, Inc.: The Staff Leasing Services Act expressly allocated “direction and control” over leased workers to the leasing company and gave it the exclusive right to elect workers’ compensation coverage. The Court held that this statutory framework “supersede[d] the common law right‑of‑control test” in that context. Thus, legislative allocation of control can change how employer status is determined.
• Exxon Corp. v. Tidwell: In the service‑station context, a “hybrid body of law” (agency + landlord‑tenant) led the Court to focus on who had control over security and safety, not general operations, to determine whether a duty existed to protect station employees from third‑party crime. Here too, industry‑specific structure changed the relevant control inquiry.

Drawing a parallel, the Court explains that NPHOs are a legislatively crafted, industry‑specific employment structure for physician practice. As in DEL Industries and Tidwell, statutory constraints redefine the relevant scope of “right of control” and, consequently, the boundaries of vicarious liability.

5. Restatement (Third) of Torts: Medical Malpractice § 15

The Court notes that its conclusions align with the American Law Institute’s Restatement (Third) of Torts: Medical Malpractice § 15, which:

• recognizes vicarious liability for medical institutions based on familiar employer‑employee principles;
• defines an employee as one whose “manner and means of work” the institution controls or has the right to control; and
• clarifies that professional autonomy does not negate respondeat superior, because the employment relationship itself carries other control elements beyond clinical decision‑making.

This provides a national tort‑theory backdrop consistent with the Court’s approach.

C. The Court’s Legal Reasoning

1. Step One: Rejecting Total Immunity Based on Licensing and Independent Judgment

The Practice’s broadest argument was that statutes limiting licenses to individuals and guaranteeing physician independence eliminate any meaningful right‑of‑control, and thus NPHOs can never be vicariously liable for medical malpractice.

The Court rejects this at two levels:

1. Licensing only of individuals does not mean corporations cannot incur vicarious liability. As St. Joseph Hospital explained, a statutory bar on corporate practice does not prevent factual employment or preclude vicarious liability for that employment.
2. Independent medical judgment, whether provided by contract or statute, does not extinguish the employer‑employee relationship. Murk confirms that physicians may be employees even while making autonomous clinical decisions; independence in clinical judgment does not eliminate the employer’s general supervisory and operational control.

Thus, the Court “adhere[s] to Murk and St. Joseph Hospital,” concluding that these arguments are foreclosed as a matter of precedent.

2. Step Two: Interpreting § 162.0021 and Its Interaction with § 162.0022

The pivotal statutory language is § 162.0021, which states that an NPHO:

may not interfere with, control, or otherwise direct a physician's professional judgment in violation of this subchapter or any other provision of law, including board rules.

Key features of the Court’s statutory interpretation:

• The phrase must be read “in context—not isolation,” together with surrounding provisions like § 162.0022.
• Section 162.0022 requires NPHOs to adopt and enforce policies to ensure independent medical judgment and quality assurance. Thus, the statute presumes that an NPHO will exert some forms of control and oversight through policies.
• Section 162.0022(d) confirms that such policies do not violate the statute so long as they “reserve[] the sole authority to engage in the practice of medicine to a physician.”

From this, the Court infers:

• NPHOs are not prohibited from having and enforcing policies that guide physician conduct, provide frameworks for treatment, or support quality assurance, so long as those policies do not usurp or override medical judgment.
• Therefore, the statute does not eliminate all control over “medical care.” It only bars control that interferes with or dictates the exercise of professional judgment itself.

The Court also underscores an important doctrinal separation:

• Claims that an NPHO is independently negligent for failing to adopt or enforce appropriate policies are claims of direct liability, not vicarious liability.
• By contrast, a vicarious liability claim focuses on the NPHO’s responsibility for specific negligent acts or omissions of its physician employee, within whatever lawful sphere of control the NPHO possesses.

3. Step Three: Defining the Modified Right-of-Control Test for NPHOs

Having recognized that § 162.0021 constrains NPHOs’ control, the Court articulates a modified vicarious liability framework:

1. Identify the allegedly negligent acts or omissions by the physician employee that allegedly caused the injury (here, failures to properly perform the surgery, place and secure the retractor, monitor its location, and prevent its migration).
2. Determine whether the NPHO had a right of control over those specific acts or omissions. This can be shown by:
   • the employment contract (express contractual control); or
   • the NPHO’s actual exercise of control (in practice), e.g., through policies or directives.
3. Assess whether the lawful exercise of that control would interfere with the physician’s independent medical judgment. If exercising that control would necessarily intrude on professional judgment, then the statute bars such control, and the NPHO cannot be held vicariously liable for that conduct.

In short:

• If, for the conduct alleged to be negligent, the NPHO could lawfully have controlled it without dictating medical judgment, vicarious liability remains available.
• If the only way to control the conduct would have been to interfere with professional judgment, the statute removes the necessary right of control, and vicarious liability cannot attach.

The Court recognizes that this introduces a form of conduct‑specific analysis, but justifies it as a natural consequence of the Legislature’s own division between medical judgment (non‑controllable) and other aspects of practice (potentially controllable).

4. Step Four: Application to Summary Judgment and Burden of Proof

The Practice moved for traditional summary judgment, not no‑evidence summary judgment. It stipulated that no material factual disputes were at issue and presented a purely legal question: that NPHOs are categorically immune from vicarious liability for physician malpractice.

In that posture:

• As the defendant, the Practice bore the burden to conclusively negate an element of Lugo’s vicarious liability claim (here, the necessary right of control) under the correct legal standard.
• Once Lugo alleged that the Practice employed Dr. Burke and was vicariously liable, the Practice had to show, as a matter of law, that any relevant control it could have exercised would have interfered with his independent medical judgment.

Because the Practice:

• focused on a categorical legal argument (NPHOs lack control over all medical care); and
• did not develop factual or contractual evidence showing that any control over Dr. Burke’s handling of the retractor would necessarily have intruded on his independent medical judgment,

the Court concludes that it failed to carry its burden. Hence, summary judgment was correctly denied.

Importantly, the Court leaves open the possibility that on remand, the Practice could file a new motion—traditional or no‑evidence—directed at:

• whether it had a relevant right of control over the specific intraoperative acts; and/or
• whether any such control could have been exercised without violating § 162.0021’s bar on interfering with professional judgment.

D. Relationship to the Concurring Opinion

Justice Bland, joined by Chief Justice Blacklock and Justice Devine, concurs in the judgment but not in all of the majority’s reasoning. Although the full concurrence is not reproduced in the majority opinion, we can infer several points of divergence from the majority’s responses:

• The concurrence expresses concern that the Practice’s statutory argument about NPHO control was not fairly raised in the trial court, and thus should not have been a proper basis for appellate decision‑making. The majority disagrees, characterizing the statutory argument as a “subsidiary question” of the right‑of‑control ground that was raised.
• The concurrence appears to favor a narrower view of NPHO vicarious liability, suggesting that “vicarious liability claims against [NPHOs] that allege a physician's medical judgment caused the patient's injury . . . have no merit absent allegations of unlawful interference.” The majority expressly rejects this formulation, insisting that the statute’s effect on vicarious liability does not hinge on pleading or proof of unlawful interference; rather, it hinges on whether lawful control could have been exercised without interfering with independent judgment.
• The concurrence is also concerned that the Court’s standard shifts too much burden onto NPHOs at the summary judgment stage, requiring them to disprove interference in ways that may be difficult or speculative. The majority responds that its standard simply tracks the statutory language and the ordinary allocation of burdens in traditional summary judgment practice.
• Both opinions agree that claims about an NPHO’s own failures to adopt or implement adequate policies are claims for direct liability and require proof of causation. They also appear to agree that NPHOs cannot be held vicariously liable merely because their policies are inadequate.

This split suggests that, in future cases, litigants and lower courts will need to pay close attention not just to whether a physician’s conduct involved “medical judgment,” but also to whether the asserted right of control could be exercised in a way that supports or facilitates that judgment rather than overrides it.

IV. Impact and Future Implications

A. For Nonprofit Health Organizations and Physician Employers

The decision confirms that NPHOs are real employers—not mere contracting counter‑parties—and that the “bona fide employment relationship” they rely on (for example, to satisfy the federal Anti‑Kickback Statute’s employment safe harbor) is genuine for tort purposes. At the same time, their vicarious liability is narrower than that of most employers because of § 162.0021.

Practical implications for NPHOs and similar entities include:

• Contract drafting: Employment agreements should:
  • clearly articulate the NPHO’s right of control in non‑clinical domains (scheduling, use of facilities, adherence to protocols, documentation, participation in quality initiatives);
  • expressly preserve the physician’s independent medical judgment in diagnosis and treatment decisions; and
  • be harmonized with statutory requirements that cannot be waived.
• Policy design: The Opinion strongly implies that well‑crafted policies—guidelines that support, but do not dictate, treatment decisions—are both expected and lawful. Policies that “facilitate rather than interfere” with medical judgment may:
  • assist in proving that certain operational aspects are legitimately under NPHO control; and
  • provide a basis for arguing that control could be exercised without dictating professional judgment, leaving room for vicarious liability in appropriate cases.
• Risk management: NPHOs must now think in two tracks:
  • avoiding prohibited interference with clinical judgment (to comply with statute and licensing rules); and
  • recognizing that for aspects of care they can lawfully control, they may be vicariously liable, just like any other employer.

B. For Plaintiffs and Malpractice Litigation Strategy

Plaintiffs suing NPHOs now face a more nuanced vicarious liability landscape:

• Pleading: It will be important to:
  • identify with specificity the acts or omissions alleged to be negligent;
  • allege that those acts fell within domains where the NPHO had the right of control (through contracts or policies); and
  • frame these as aspects that could be controlled without overruling professional judgment (for example, monitoring, securing devices, compliance with safety protocols).
• Discovery: Discovery will likely focus on:
  • employment contracts and amendments;
  • policies, protocols, standing orders, and quality‑assurance programs;
  • how those policies were communicated and enforced; and
  • testimony regarding the boundary between clinical discretion and organizational requirements.
• Expert testimony: Experts may now be needed not only on the medical standard of care but also on:
  • whether particular acts (e.g., securing a retractor) involve primarily technical execution amenable to organizational control; or
  • whether they are inherently exercises of medical judgment where any external control would violate § 162.0021.

C. For Defense Counsel and Summary Judgment Practice

For NPHO defendants, the Opinion provides a clear roadmap for future summary judgment motions:

• No-evidence summary judgment might challenge plaintiffs to produce some evidence that:
  • the NPHO had a right of control over the specific negligent acts; and
  • such control could be exercised without interfering with independent medical judgment.
• Traditional summary judgment might argue, based on undisputed evidence:
  • that the NPHO had no right of control over the acts in question (e.g., the physician’s intraoperative decision to place or manipulate a particular device); or
  • that the only conceivable way to control those acts would be to dictate or override the physician’s medical judgment, which is prohibited by statute.

The Opinion also encourages careful distinction between:

• Vicarious liability theories (focused on physician conduct and NPHO’s right of control over it); and
• Direct liability theories (focused on NPHO’s own negligence in structuring, staffing, or policy‑making), which require their own proof of causation.

D. Broader Doctrinal and Policy Implications

At a broader level, the case illustrates how legislative authorization of corporate employment of physicians can coexist with:

• a preserved core of professional autonomy; and
• a limited but real sphere of organizational responsibility via respondeat superior.

The decision:

• reaffirms the centrality of the right‑of‑control test in Texas vicarious liability jurisprudence, while acknowledging that statutes can reshape what “control” means in particular industries;
• signals to the Legislature that when it wants to alter the contours of tort liability related to employment (as with staff‑leasing companies and now NPHOs), it must speak in terms that affect the right‑of‑control framework; and
• integrates medical‑malpractice tort law with regulatory safeguards designed to protect clinical independence from corporate overreach.

V. Complex Concepts Simplified

1. Vicarious Liability (Respondeat Superior)

Vicarious liability is a rule that makes an employer legally responsible for the wrongful acts of its employees when those acts:

• occur during the employee’s job duties; and
• are closely related to what the employee was hired to do.

The key question is: did the employer have the right to control how the employee did the work, not just what end result was desired?

2. Independent Medical Judgment

“Independent medical judgment” means that a physician:

• must make diagnosis and treatment decisions based on professional training, standards of care, and the specific facts of the patient’s case;
• cannot be forced by non‑physicians, administrators, or corporate policies to render care that contradicts these professional obligations; and
• should be free from retaliation when advocating for what is medically best for the patient.

In this case, statutes and contracts both confirm that physicians employed by NPHOs must retain that autonomy.

3. Corporate Practice of Medicine

The “corporate practice of medicine” doctrine is a longstanding policy that:

• prevents corporations from practicing medicine themselves; and
• historically prevented corporations from hiring physicians to practice medicine on their behalf.

The concern is that corporate profit motives could pressure physicians to act against patients’ best interests. Modern statutes like chapter 162 allow certain corporations (such as NPHOs) to employ physicians, but impose safeguards—chiefly, the protection of independent medical judgment—to prevent lay interference in clinical decisions.

4. Direct vs. Vicarious Liability

It is critical to distinguish:

• Direct liability: The organization itself did something wrong (e.g., adopting unsafe policies, failing to staff adequately, not providing necessary equipment). The plaintiff must show the organization’s own conduct was negligent and caused the injury.
• Vicarious liability: The organization is responsible for what its employee did wrong while acting within the scope of employment. The wrongdoing is the employee’s; the liability is imputed to the employer.

In Renaissance Medical Foundation, Lugo asserted only vicarious liability against the Practice; she did not assert a direct claim based on its policies or corporate decisions.

5. Traditional vs. No-Evidence Summary Judgment (Texas Practice)

• Traditional summary judgment: The moving party (here, the Practice) must present evidence showing that there is no genuine issue of material fact and that it is entitled to judgment as a matter of law. It must either:
  • prove all elements of its own claim/defense; or
  • conclusively negate at least one essential element of the opponent’s claim.
• No‑evidence summary judgment: Allowed after adequate discovery, it argues that the non‑movant has no evidence on one or more essential elements of its claim or defense. The non‑movant must then produce evidence raising a fact issue.

The Practice used a traditional motion, so it had the heavier burden to conclusively disprove the right‑of‑control element, as modified by chapter 162.

6. Statutory Modification of Common Law

Texas courts start from the assumption that statutes work against a backdrop of common law. When a statute touches a common‑law area (like vicarious liability), the court:

• presumes the Legislature knew the existing rules; and
• will infer that the common law is altered only if the statute clearly does so.

In this case, the Court concludes that § 162.0021 and related provisions:

• do not abolish vicarious liability for NPHOs; but
• do narrow the scope of actionable employer control by carving out professional judgment as a domain the employer may not lawfully direct.

VI. Conclusion

Renaissance Medical Foundation v. Lugo is a foundational decision for Texas health‑care entities, medical malpractice litigants, and courts. It reaffirms that:

• NPHOs can be employers of physicians for purposes of respondeat superior, notwithstanding the prohibition on corporate practice and the licensure of only individuals;
• a physician’s duty to exercise independent medical judgment does not, by itself, negate employment status or vicarious liability; and
• however, the Legislature’s bar on NPHOs “interfer[ing] with, control[ling], or otherwise direct[ing]” professional judgment narrows the scope of control that can support vicarious liability for physician negligence.

The new rule is carefully calibrated: an NPHO may not be held vicariously liable where the only way it could have controlled the allegedly negligent conduct would have been to override the physician’s independent medical judgment. But where a plaintiff can prove that the NPHO had a lawful right to control certain aspects of the physician’s performance—and that such control would not intrude on professional judgment—traditional respondeat superior remains available.

By grounding its analysis in established common‑law doctrines, statutory text, and modern tort principles, the Court provides a workable framework for reconciling physician autonomy with organizational accountability in contemporary health‑care delivery. The decision will shape how NPHOs structure physician relationships, how malpractice suits are pleaded and litigated, and how Texas courts evaluate the boundary between clinical independence and institutional responsibility in the years to come.