Independent Medical Judgment as a Limit on Vicarious Liability:
Commentary on Renaissance Medical Foundation v. Lugo, Supreme Court of Texas (2025)

I. Introduction

In Renaissance Medical Foundation v. Lugo, the Supreme Court of Texas addressed, for the first time in depth, how the statutory regime governing nonprofit health organizations (NPHOs) interacts with traditional common-law principles of vicarious liability for medical malpractice.

At the center of the case is a statutory tension: NPHOs are expressly permitted to employ physicians, but they are also expressly forbidden from “interfer[ing] with, control[ling], or otherwise direct[ing] a physician’s professional judgment” under the Texas Occupations Code. The core question was whether, and to what extent, that statutory prohibition modifies the usual common-law rule that an employer is vicariously liable for its employee’s torts when it has the right to control the details of the employee’s work.

The Court’s answer is nuanced and doctrinally significant. It holds that:

• NPHOs may be vicariously liable for their employed physicians’ negligence, notwithstanding the corporate-practice-of-medicine restrictions or statutory references to “independent medical judgment.”
• But vicarious liability is limited: an NPHO cannot be held vicariously liable when exercising its right of control over the allegedly negligent conduct would interfere with the physician’s independent medical or professional judgment as protected by statute.

Because the NPHO in this case (Renaissance Medical Foundation) did not conclusively establish that any exercise of its contractual right of control over the alleged negligence would have interfered with its neurosurgeon’s independent medical judgment, it was not entitled to summary judgment on vicarious liability. The Court therefore affirmed the court of appeals’ refusal to grant summary judgment and remanded for further proceedings.

II. Factual and Procedural Background

A. The parties and the surgery

Renaissance Medical Foundation (the “Practice”) is a nonprofit health organization certified under Texas Occupations Code § 162.001. As an NPHO, it is organized as a nonprofit corporation, with directors who are licensed physicians, and it may employ physicians to deliver health care to the public.

The Practice entered into an employment agreement with neurosurgeon Dr. Michael Burke. Under that contract:

• Dr. Burke was employed “to provide professional medical services” exclusively to the Practice’s patients.
• He was to provide those services at specified locations (including Doctors Hospital at Renaissance).
• He agreed to act “as directed” by the Practice and “in accordance with [the Practice’s] protocols, policies and procedures.”
• The Practice provided the tools, supplies, and materials necessary for his work, required a minimum work time, and paid a regular salary.
• The contract also stated that Dr. Burke “shall retain the right to exercise [his] independent medical judgment in providing Medical Services to patients.”

Respondent, Rebecca Lugo, brought her minor daughter to Doctors Hospital at Renaissance for brain surgery performed by Dr. Burke. Following surgery, the child suffered severe and permanent neurological injury. Dr. Burke later expressed concern that a surgical retractor had migrated into the child’s brainstem and caused the damage. Lugo alleged that the retractor migrated because of negligence either by:

• Dr. Burke himself;
• a surgical technician employed by the hospital; or
• a suction device or its tubing as it was handed to Dr. Burke.

Lugo alleged, among other things, that Dr. Burke was negligent in:

• Failing properly to perform the surgery;
• Failing to properly place and secure the retractor;
• Failing to monitor the retractor’s location during surgery; and
• Allowing the retractor to migrate.

B. The claims against the Practice

Lugo sued:

• Dr. Burke (for direct medical negligence);
• The hospital (for vicarious liability for the surgical technician); and
• The Practice (for vicarious liability for Dr. Burke’s negligence).

She alleged that Dr. Burke was acting within the course and scope of his employment with the Practice when he rendered the negligent medical care.

C. The Practice’s motion for summary judgment

The Practice moved for traditional summary judgment, arguing as a matter of law that it could not be held vicariously liable for Dr. Burke’s alleged malpractice because:

1. As a corporation, it is prohibited from practicing medicine in Texas.
2. It did not control the manner in which Dr. Burke provided medical care.
3. Dr. Burke was effectively an independent contractor with respect to medical decision-making.

The trial court denied the motion in a detailed order. It found that:

• The employment agreement granted the Practice sufficient control over Dr. Burke to support vicarious liability under common-law principles.
• This was true even though Dr. Burke retained independent medical judgment when providing patient care.
• The court authorized a permissive interlocutory appeal, finding that resolving the vicarious-liability question in the Practice’s favor would spare it the burden of further discovery and trial.

D. Court of appeals and petition for review

On interlocutory appeal, the Practice reframed and deepened its argument, contending that the statutory scheme for NPHOs and the prohibition on corporate practice of medicine deprive it of any legally cognizable “right of control” over Dr. Burke’s work. It argued that, because NPHOs cannot interfere with physicians’ professional judgment, they can never be vicariously liable for malpractice committed in the exercise of that judgment.

The Thirteenth Court of Appeals rejected that argument. Analyzing the employment contract under the familiar Limestone Products v. McNamara factors, the court held that Dr. Burke was the Practice’s employee and acted within the course and scope of that employment when he treated Lugo’s daughter. The court therefore affirmed the denial of summary judgment. 672 S.W.3d 901 (Tex. App.—Corpus Christi–Edinburg 2023).

The Practice petitioned for review. The Supreme Court granted review to decide a narrow but important legal question: how, if at all, does the NPHO statute change the common-law rules of vicarious liability for physician employees?

III. Summary of the Supreme Court’s Opinion

Justice Busby, writing for the Court, framed the “sole issue” as whether NPHOs can be held vicariously liable under ordinary common-law rules, or whether statutory provisions—including the prohibition on interfering with physicians’ professional judgment—have altered the usual application of those rules.

A. Key holdings

The Court’s main conclusions can be summarized as follows:

1. Licensing limitations and independent judgment do not, by themselves, insulate employers from vicarious liability.
   That corporations cannot be licensed to practice medicine, and that physicians must exercise independent medical judgment, does not preclude an employment relationship or vicarious liability. Prior decisions such as St. Joseph Hospital v. Wolff and Murk v. Scheele already foreclose that broad defense.
2. The NPHO statute narrows, but does not eliminate, the scope of vicarious liability.
   Occupations Code § 162.0021 prohibits NPHOs from interfering with, controlling, or directing physicians’ professional judgment. This statutory limit constrains the NPHO’s “right of control”—the central prerequisite for vicarious liability. As a result, an NPHO:
   • can be vicariously liable when it has a right of control over the negligent conduct that can be exercised without invading independent medical judgment; but
   • cannot be vicariously liable for negligent conduct if any exercise of its right of control over that conduct would necessarily interfere with independent medical or professional judgment.
3. New doctrinal statement: “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.”
4. Procedural allocation of proof at summary judgment.
   In this case, because the Practice moved for traditional summary judgment and Lugo alleged an employment relationship and vicarious liability, the Practice bore the burden to conclusively establish that any exercise of control over the alleged negligence would have interfered with Dr. Burke’s independent medical judgment. It did not attempt such a showing; instead, it argued that the statute categorically barred any vicarious liability for medical negligence. That legal premise is incorrect.
5. Outcome.
   The Court affirmed the denial of summary judgment and remanded to the trial court. The Practice may file a new motion consistent with the clarified standard; Lugo remains free to pursue vicarious liability claims under that framework.

B. The new analytical framework for NPHO vicarious liability

For future cases involving NPHOs and employed physicians, the Court effectively prescribes a two-part inquiry:

1. Right-of-control inquiry (as modified):
   Did the NPHO have a contractual or actual right to control the physician’s allegedly negligent acts or omissions (e.g., by contract terms, protocols, or operational directives)?
2. Independent-judgment boundary:
   Would exercising that right of control over the specific alleged negligence have interfered with the physician’s independent medical or professional judgment, as protected by Occupations Code §§ 162.0021 and 162.0022?
   • If yes, vicarious liability is not permitted.
   • If no, the usual doctrine of respondeat superior applies, and vicarious liability is available if other elements are satisfied.

The Court emphasizes that this is not a wholesale “task-by-task status” analysis rejected in Painter v. Amerimex for ordinary employers; rather, it is a legislatively compelled refinement for the special case of NPHOs, whose right of control is statutorily limited.

IV. Doctrinal and Precedential Foundations

A. Common-law vicarious liability and the right-of-control test

Texas follows the traditional common-law rule of respondeat superior: an employer is vicariously liable for its employee’s torts committed within the course and scope of employment, but not for the torts of independent contractors. The “supreme test” for distinguishing employees from independent contractors is the employer’s right to control “the progress, details, and methods of operations of the work.” Limestone Prods. Distrib., Inc. v. McNamara, 71 S.W.3d 308, 312 (Tex. 2002).

Courts typically evaluate right of control using five non-exclusive factors (the McNamara factors):

1. The independent nature of the worker’s business;
2. Who furnishes tools, supplies, and materials;
3. The worker’s right to control the progress of the work except as to final results;
4. The length of time for which the worker is employed; and
5. The method of payment (by time or by the job).

Right of control may be shown by:

• Express contractual provisions; or
• Evidence of actual control in practice.

In Renaissance Medical, only contractual control is at issue.

B. The corporate practice of medicine and NPHOs

Historically, Texas adhered to the “corporate practice of medicine” doctrine: corporations could not practice medicine or employ physicians to practice medicine. The aim was to prevent lay control over professional medical decisions and avoid abuses in the provision of care.

The Medical Practice Act:

• Prohibits the practice of medicine without a license.
• Allows licenses to be issued only to a “person,” generally an individual. TEX. OCC. CODE §§ 151.002(a)(11), 155.001.

Against this background, the Legislature in 1999 created limited exceptions permitting certain entities to employ physicians without being deemed to practice medicine unlawfully. One such entity is the nonprofit health organization:

• Must be a nonprofit corporation organized for certain purposes (such as providing health care).
• Must be organized, directed, and overseen by licensed physicians.
• Must be certified by the Texas Medical Board. TEX. OCC. CODE § 162.001.

Crucially, while NPHOs may “employ” physicians, they are statutorily forbidden to “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.” Id. § 162.0021. They must also adopt policies to ensure that employed physicians exercise independent medical judgment. Id. § 162.0022.

C. Independent medical judgment in prior case law

Before Renaissance Medical, the Court had already considered whether physicians’ professional autonomy or licensing rules preclude employer status and vicarious liability.

1. St. Joseph Hospital v. Wolff

In St. Joseph Hospital v. Wolff, 94 S.W.3d 513 (Tex. 2002) (plurality op.), the Court rejected the argument that because a corporation cannot be licensed to practice medicine, “incorporated [entities] cannot ‘direct the details of work’ of a physician” and therefore cannot be vicariously liable for malpractice. The Court relied on the Restatement (Second) of Agency:

A statute prohibiting a corporation from employing a physician does not make such employment factually impossible; the question for vicarious liability is whether, as a matter of fact, the physician is a servant whose work the corporation controls. If so, the corporation can be vicariously liable, regardless of whether that employment violates licensing laws.

2. Murk v. Scheele

In Murk v. Scheele, 120 S.W.3d 865 (Tex. 2003), a physician argued that, because he exercised independent professional judgment in treating patients, he could not be an “employee” of a governmental hospital under the Texas Tort Claims Act’s definition. The Court rejected that contention, holding that:

• Government employment status under the Act is determined using the same right-of-control test as at common law.
• The necessity of exercising independent medical judgment “did not, by itself, vitiate [the hospital’s] right to control the details of his practice.”

Thus, a physician can be both an employee and a professional exercising independent judgment; those concepts coexist rather than being mutually exclusive.

3. Consistency with the Restatement (Third) of Torts

The Court notes that these holdings align with the Restatement (Third) of Torts: Medical Malpractice § 15, which:

• Recognizes that medical institutions are vicariously liable for torts of employee physicians acting within the scope of employment.
• Defines an “employee” as an agent whose “manner and means” of work the institution controls or has the right to control.
• Explicitly states that professional autonomy and independent medical judgment do not negate the applicability of respondeat superior; institutional control over other aspects of the employment relationship suffices.

D. Statutory and structural modifications to the right-of-control test

The Court situates the NPHO issue within a broader pattern: statutory schemes and industry structures sometimes justify modifying the usual right-of-control analysis for particular contexts.

1. Texas Workers’ Compensation Insurance Fund v. DEL Industries

In DEL Industries, 35 S.W.3d 591 (Tex. 2000), the Court interpreted the Staff Leasing Services Act, which:

• Expressly vested the staff-leasing company with the right of direction and control over leased employees.
• Gave the staff-leasing company the exclusive right to elect or deny workers’ compensation coverage for those employees.

Given that legislative allocation of control and responsibility, the Court held that the statute “statutorily supersede[d] the common law right-of-control test” for determining employer status for workers’ compensation purposes. The staff-leasing company, not the client company, was the statutory employer for those purposes, even if the right-of-control factors might otherwise point the other way.

2. Exxon Corp. v. Tidwell

In Exxon Corp. v. Tidwell, 867 S.W.2d 19 (Tex. 1993), an employee of a service-station lessee sued Exxon after suffering a criminal attack on the premises. The question was whether Exxon owed a duty of care based on a right of control over safety. A “hybrid” body of law had developed for oil companies and service-station lessees—mixing landlord-tenant and agency principles.

The Court held that, in this unique setting, the duty analysis should not focus on general operational control but on “who had specific control over the security and safety of the premises”—that is, over the particular conditions alleged to have caused the injury. This refined the right-of-control inquiry in light of industry structure and contractual arrangements.

3. Painter v. Amerimex Drilling

In Painter v. Amerimex Drilling I, Ltd., 561 S.W.3d 125 (Tex. 2018), the Court rejected a general “task-by-task” approach to classifying workers as employees or independent contractors, under which a worker’s status could shift multiple times in a single day depending on the particular task being done at the moment of injury. That approach, the Court said, would be “unworkable.”

In Renaissance Medical, the Court distinguishes Painter by emphasizing that it dealt with ordinary employment relationships unaffected by statutory limitations on control. By contrast, NPHOs operate under a legislative framework that expressly curtails certain categories of control, warranting a more granular inquiry in this specific context.

V. The Court’s Legal Reasoning in Renaissance Medical Foundation v. Lugo

A. Licensing rules and independent judgment do not bar vicarious liability

The Practice argued that, because only individuals can be licensed to practice medicine and because Dr. Burke retained “independent medical judgment,” it had no right of control and thus could not be vicariously liable.

The Court rejects this argument for several reasons:

1. The statutory definition of “practicing medicine” focuses on individuals (“a person,” defined as “an individual”) diagnosing, treating, or attempting to cure disease. A corporation’s control over an employed physician’s work does not necessarily mean that the corporation itself is “practicing medicine” in the statutory sense.
2. In St. Joseph Hospital, the Court expressly held that corporate inability to be licensed does not preclude factual employment relationships or vicarious liability. A statute forbidding corporate employment of physicians does not make such employment factually impossible; if, as a matter of fact, the corporation controls the details of the physician’s work, it can be vicariously liable.
3. In Murk, the Court recognized that physicians can be employees for Tort Claims Act purposes even though they exercise independent medical judgment. Professional autonomy in clinical decisions does not, by itself, extinguish the employer’s right to control other aspects of their practice.
4. The Court’s understanding is consistent with the Restatement (Third) of Torts: Medical Malpractice, which explicitly states that professionals’ autonomy does not bar respondeat superior; institutional employers remain responsible for employees’ torts within the scope of employment.

The Court also notes the practical inconsistency in the Practice’s position: it relies on a “bona fide employment relationship” with physicians to invoke the federal Anti-Kickback Statute’s safe harbor for employer-employee remuneration, yet disclaims the same employment relationship when facing vicarious liability. This tension weighs heavily against the Practice’s attempt to deny the legal consequences of the “employer” status it claims elsewhere.

B. Statutory limits on NPHO control narrow vicarious liability

Having reaffirmed that NPHOs can, in principle, be vicariously liable for employed physicians, the Court confronts the explicit statutory limitation: Occupations Code § 162.0021 provides 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.”

At the same time, § 162.0022 requires NPHOs to:

• “adopt, maintain, and enforce policies to ensure that a physician employed by the health organization exercises independent medical judgment when providing care to patients”; and
• include policies related to “quality assurance,” among other things.

Section 162.0022(d) clarifies that policies are permissible so long as they “reserve[] the sole authority to engage in the practice of medicine to a physician.” Section 162.0024(a) then provides that these statutory requirements “may not be voided or waived by contract.”

From these provisions, the Court draws several important conclusions:

1. The statute does not strip NPHOs of all control over medical care.
   The Practice’s sweeping argument—that NPHOs cannot control any aspect of medical care because that would be “practicing medicine”—is inconsistent with the statutory text. The statute affirmatively requires NPHOs to implement policies that shape how care is delivered, such as quality-assurance protocols and standing orders. Those policies can guide or structure clinical practice so long as they preserve physicians’ core professional judgment.
2. The statute instead draws a boundary around “professional judgment” or “independent medical judgment.”
   The uncontrollable sphere for NPHOs is not “all things medical” but the physician’s exercise of independent, professional judgment—i.e., the cognitive, evaluative, and discretionary aspects of diagnosis and treatment that the law intends to insulate from corporate influence.
3. This boundary directly affects the right-of-control element of vicarious liability.
   Because vicarious liability depends on the employer’s right of control, and because NPHOs are statutorily deprived of control over independent medical judgment, the scope of their potential vicarious liability is necessarily narrower. They cannot be held vicariously liable for negligent acts or omissions that fall entirely within the “independent medical judgment” zone if any control would invade that zone.

The Court analogizes this statutory modification to:

• DEL Industries, where a leasing statute displaced the usual right-of-control test in the workers’ compensation context by allocating control and coverage rights to the staff-leasing company; and
• Tidwell, where the unique structure of the oil-company/service-station relationship justified focusing on control over specific alleged safety defects rather than overall operations.

Similarly, the Legislature has created a unique regulatory structure for NPHOs, requiring a more targeted inquiry into what kinds of control are permitted and what kinds are forbidden.

C. Operationalizing the independent-judgment limit

1. Distinguishing direct from vicarious liability

The Court stresses that there are different ways an NPHO might face liability:

• Vicarious liability for an employee-physician’s negligent act or omission, based on the NPHO’s right of control over that conduct.
• Direct liability for the NPHO’s own negligence—for example, in hiring, credentialing, supervising, or in failing to implement reasonable quality-assurance policies.

Claims about deficient or missing institutional policies are direct liability theories. They rest on the institution’s own negligent acts or omissions (e.g., not adopting a necessary protocol), not on the doctrine of respondeat superior. As the Court puts it, such claims involve “a different set of operative facts” than vicarious liability. See Certified EMS, Inc. v. Potts, 392 S.W.3d 625, 629 (Tex. 2013).

Accordingly:

• It would be incorrect to hold an NPHO vicariously liable for a physician’s negligence simply because the NPHO failed to adopt adequate policies.
• But a plaintiff may pursue a direct-liability claim on that basis, subject to proof of breach and causation (for instance, that a proper policy would probably have prevented the injury without interfering with medical judgment).

2. The new vicarious-liability test for NPHOs

When an NPHO is sued based on an employee physician’s negligence, the majority articulates the following approach:

1. Right-of-control question:
   Did the NPHO have a contractual or actual right of control concerning “the allegedly negligent acts or omissions of its physician employee that led to the alleged injury”? This can be shown by:
   • Explicit contractual terms (e.g., “as directed” by the NPHO, adherence to protocols); or
   • Evidence of actual control in operations (e.g., directives from medical directors, required adherence to certain procedures beyond mere guidelines).
2. Independent-judgment interference question:
   Would exercising that right of control have “interfere[d] with the physician’s exercise of independent medical judgment”?
   • If such control would necessarily intrude upon protected professional judgment, the NPHO cannot be vicariously liable.
   • If control could be exercised in a way that does not invade independent judgment (e.g., scheduling systems, equipment positioning protocols, staffing arrangements, or purely operational/ministerial aspects), then vicarious liability remains available.

This is where the Court distinguishes, but does not entirely abandon, its concern in Painter about task-fragmentation. For ordinary employers, the Court rejected a model where an employee’s status shifts from moment to moment. Here, however, the Legislature has mandated that certain categories of control are off-limits to NPHOs. The Court contends that asking whether allegedly negligent conduct falls within or outside that protected sphere is manageable and consistent with the statutory design.

3. Litigation posture and burdens of proof

The Court then addresses how this framework plays out in summary-judgment practice:

• At trial, the plaintiff bears the burden to establish the elements of vicarious liability: the employment relationship, scope of employment, and a right of control that does not intrude on independent medical judgment.
• In a traditional motion for summary judgment, the defendant bears the burden to conclusively negate at least one element of the claim.

In this case:

• Lugo alleged that the Practice employed Dr. Burke and was vicariously liable for his negligence.
• To win traditional summary judgment on that claim, the Practice needed to conclusively show either:
  • that it had no relevant right of control over the allegedly negligent acts; or
  • that any exercise of such control would have interfered with Dr. Burke’s independent medical judgment (and thus cannot form the basis of vicarious liability under § 162.0021).
• The Practice instead advanced a purely legal theory that NPHOs can never be vicariously liable for medical negligence, and made no effort to demonstrate that any particular exercise of control in this case would have invaded Dr. Burke’s professional judgment.

Because the Practice did not meet its summary-judgment burden under the correct legal standard, the trial court properly denied summary judgment, and the court of appeals was correct to affirm.

D. Application to this case

The Court accepts, consistent with the court of appeals, that:

• Dr. Burke was, by contract and under the McNamara factors, an employee of the Practice.
• He was acting within the course and scope of that employment when he operated on Lugo’s daughter.
• The employment agreement gives the Practice significant indicia of control (e.g., exclusive service to Practice patients, specified locations, work hours, salary, protocols, and the ability to change practice sites).

At the same time:

• The contract preserves Dr. Burke’s “independent medical judgment,” and statutory law reinforces that limitation.
• But that independent-judgment clause does not automatically negate all control, for the reasons discussed in St. Joseph, Murk, and the Restatement.

The crucial missing piece is factual/legal analysis of this specific negligence:

• Was the alleged negligence (e.g., failure to secure or monitor a retractor) conduct over which the Practice could have lawfully exercised control without interfering with Dr. Burke’s independent judgment?
• Or did those decisions necessarily lie within his protected professional judgment, such that any employer control would have been unlawful under § 162.0021?

The Practice’s motion did not engage with those questions. It asserted only a categorical legal bar. Because the parties stipulated the summary-judgment issue was purely legal, the record contains no evidence or developed argument regarding the practice of neurosurgery, the use of retractors, or how Practice policies might relate to those tasks without invading medical judgment.

The Court therefore holds that the Practice:

• Did not establish as a matter of law that any right of control it had over retractor use, monitoring, or related tasks would interfere with Dr. Burke’s independent medical judgment; and
• Thus failed to conclusively disprove vicarious liability under the statute-modified right-of-control test.

On remand, the Practice may file a new motion tailored to this standard—likely supported by expert testimony and evidence about which aspects of neurosurgical practice are matters of unreviewable professional judgment and which are ministerial, operational, or susceptible to policy-based control.

VI. Clarifying Key Legal Concepts

A. Vicarious liability and respondeat superior

Vicarious liability is liability imposed on one party for the wrongful acts of another, even though the former did nothing wrong personally. In employment law, this takes the form of respondeat superior (“let the master answer”), under which:

• An employer is liable for the torts of its employees committed within the scope of employment.
• The policy rationale is that employers control and benefit from employees’ work and can spread or internalize risk through insurance and regulation.

B. Employee vs. independent contractor

An employee is someone whose “manner and means” of work the employer has the right to control. An independent contractor is hired to achieve a result but controls the details of how the work is done.

In Texas, courts apply the McNamara five-factor test (nature of business, tools, control over progress, duration, and method of payment) to draw this distinction. The label in the contract is relevant but not dispositive.

C. Nonprofit health organizations (NPHOs)

An NPHO is a statutorily authorized nonprofit corporation in which:

• Physicians organize and control the entity;
• The entity can employ physicians to provide care; and
• The entity is constrained by law from interfering with physicians’ professional judgment.

NPHOs are part of Texas’s effort to reconcile the historic corporate-practice-of-medicine ban with modern healthcare delivery models, allowing integrated entities to coordinate and finance care while preserving clinical autonomy.

D. Independent medical judgment / professional judgment

“Independent medical judgment” (sometimes “professional judgment”) refers to the physician’s discretionary decision-making regarding diagnosis and treatment—choosing, for example:

• What tests to order;
• What diagnoses are most likely;
• Which surgical approach is appropriate;
• How to respond to intraoperative developments.

The statute insists that this judgment remain the exclusive domain of physicians, not administrators, boards, or corporate officers. However, there are many aspects of care and operations—patient scheduling, checklists, staffing protocols, equipment maintenance—that can be governed by institutional policies without displacing the physician’s independent judgment.

E. Direct liability vs. vicarious liability

• Direct liability arises from the organization’s own negligence (e.g., failing to adopt reasonable safety policies, negligent credentialing, inadequate staffing).
• Vicarious liability arises from the negligence of an employee, for which the employer is held responsible due to its right of control over the employee’s work.

The facts and proof needed for these theories are different. For direct liability, the focus is on what the organization did or failed to do; for vicarious liability, the focus is on what the employee did and the nature of the employment relationship.

F. Traditional vs. no-evidence summary judgment

In Texas:

• A traditional motion for summary judgment asserts that there are no genuine issues of material fact and that the movant is entitled to judgment as a matter of law. The movant must conclusively prove its entitlement, either by proving all elements of an affirmative claim or defense or disproving at least one essential element of the opponent’s claim.
• A no-evidence motion for summary judgment asserts that, after adequate time for discovery, there is no evidence of one or more essential elements of the non-movant’s claim or defense. The burden then shifts to the non-movant to produce more than a scintilla of evidence on each challenged element.

The Practice filed a traditional motion, not a no-evidence motion, and stipulated that no material factual disputes existed—only a question of law. That choice shaped the Court’s analysis of its burden and the outcome.

G. Permissive interlocutory appeal

Ordinarily, parties cannot appeal until final judgment. A permissive interlocutory appeal allows early appellate review of an important controlling legal question when:

• The trial court so identifies the issue and permits appeal; and
• The court of appeals and then (potentially) the Supreme Court agree to hear it.

The trial court here certified that resolving the vicarious-liability question in favor of the Practice would avoid costly discovery and trial, justifying interlocutory review.

VII. Likely Impact and Open Questions

A. Impact on NPHOs and physician employment structures

Renaissance Medical will influence how NPHOs and similar entities structure their relationships with physicians:

• Contract drafting.
  Employment contracts will likely become more precise in:
  • Defining the scope of physician autonomy;
  • Specifying which operational or procedural matters the NPHO controls; and
  • Clarifying adherence to protocols while acknowledging independent medical judgment.
• Policy development.
  NPHOs are statutorily required to adopt policies supporting independent medical judgment and quality assurance. After this decision, they must be especially careful to:
  • Design policies that genuinely support, rather than covertly supplant, clinical judgment;
  • Document the intention and structure of those policies; and
  • Anticipate how those policies might be used to show (or refute) a right of control in malpractice lawsuits.
• Risk allocation and insurance.
  Because the Court confirms that NPHOs can be vicariously liable in some circumstances, these entities and their insurers must assume a non-trivial malpractice-exposure risk. At the same time, the independent-judgment limitation provides a potential defense in many cases, especially those squarely implicating individualized clinical decisions.

B. Effects on litigation strategy and proof

The decision reshapes both plaintiff and defense strategies in malpractice cases involving NPHOs:

• Plaintiffs will need to:
  • Plead with more specificity the aspects of the physician’s conduct that were allegedly negligent;
  • Show that those aspects were subject to lawful NPHO control (e.g., by pointing to contractual terms, policies, or actual directives);
  • Argue, often with expert support, that such control would not interfere with independent medical judgment; and
  • Decide strategically whether to pursue direct-liability theories (e.g., negligent policies) in addition to or instead of vicarious liability.
• NPHO defendants will likely:
  • Seek early summary judgment by presenting evidence and expert testimony that the alleged negligence lay squarely within protected professional judgment;
  • Argue that any conceivable institutional control over that conduct would violate § 162.0021 and thus cannot form the basis of vicarious liability; and
  • Use their policies and guidelines strategically—either to show the absence of control over judgmental decisions or, conversely, to admit control over purely operational aspects while contesting causation.

Because the Court expressly invites renewed summary-judgment practice on remand “with the benefit of [its] explanation,” this case will likely be the first in a line of decisions fleshing out what counts as “interference” with independent medical judgment in various clinical contexts.

C. Relationship to other theories of health care liability

Renaissance Medical is about one narrow but important slice of health care liability: NPHO vicarious liability for employed physicians. It does not directly alter:

• Ostensible agency theories, where hospitals or clinics hold out physicians as their agents, potentially incurring liability even when they are not actual employees.
• Direct institutional negligence, such as claims for negligent credentialing, failure to implement reasonable safety policies, inadequate staffing, or negligent supervision.
• Governmental liability under the Tort Claims Act, where employee status and immunities are analyzed under closely related but sometimes statute-specific doctrines.

However, the logic of respecting professional judgment while recognizing institutional responsibilities may influence broader doctrinal development in health care cases.

D. Potential tensions and future clarifications

The decision leaves several issues for future resolution:

• Defining “independent medical judgment.”
  The statute and opinion do not provide a precise, exhaustive definition of what counts as protected “professional judgment.” The line between judgmental and operational tasks is often blurry (e.g., how a surgical instrument is positioned or monitored can be both technical and discretionary). Future cases, likely informed by expert testimony, will have to draw these lines in specific clinical settings.
• Interaction with Painter.
  Although the Court insists that it is not reintroducing an “unworkable” task-based status inquiry, there is some inherent tension: courts must, at least to some degree, examine the nature of the “particular tasks” alleged to be negligent to determine whether they fall within the protected sphere of independent judgment. How to do this efficiently and consistently remains an open challenge.
• Summary-judgment burdens.
  The Court places on NPHOs, at least in traditional summary-judgment posture, the burden to prove that any control they might exercise over the alleged negligence would interfere with independent judgment. Some may read this as demanding a relatively high evidentiary showing by NPHOs; the concurring opinion (not reproduced in full here) evidently expresses concern on this point. Further appellate decisions may refine how fact-intensive this showing must be.
• Legislative response.
  If the Legislature perceives that the decision either undercuts or unduly expands NPHO liability relative to its policy goals, it may amend the NPHO statutes to clarify the scope of permitted institutional control and the contours of vicarious liability.

VIII. Conclusion

Renaissance Medical Foundation v. Lugo is a milestone in Texas health-law jurisprudence. It does not overturn the foundational principles of respondeat superior or the corporate-practice-of-medicine doctrine; instead, it carefully integrates the NPHO statutory scheme with existing common law.

The Court reaffirms that:

• Employers, including NPHOs, can be vicariously liable for their physicians’ negligence; the presence of independent medical judgment does not automatically negate employer status.
• The Legislature, however, has drawn a boundary: NPHOs may not interfere with or control physicians’ professional judgment. This restriction narrows the NPHO’s right of control— the cornerstone of vicarious liability.
• Accordingly, an NPHO “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.”

By rejecting a categorical immunity and instead crafting a nuanced, statute-sensitive standard, the Court preserves accountability for NPHOs where they legitimately control aspects of care, while safeguarding the professional autonomy of physicians that Texas law so strongly protects. The decision will shape the drafting of physician employment contracts, the design of institutional policies, and the litigation of malpractice claims involving NPHOs for years to come.