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In Sana Healthcare Carrollton, LLC v. Baylor Medical Center at Carrollton, the Fifth Court held that a broad mutual release in the parties’ 2021 “Compromise Settlement Agreement” removed the buyer’s obligation, under an earlier Operations Transfer Agreement, to remit approximately $4.5 million in Medicare and Medicaid reimbursements to the sellers.

The Fifth Court noted that the Settlement Agreement’s “Termination of Prior Contractual Relations” section expressly terminated the OTA “except for the obligations provided for in this Agreement,” and the reimbursements were not among them. The agreement also contained a broad reciprocal release and a merger clause stating that the settlement “supersedes any and all other prior agreements of the Parties.” And, the Medicare reimbursements appeared nowhere in the settlement.

Citing Southwestern Electric Power Co. v. Burlington N. R.R. Co., 966 S.W.2d 467 (Tex. 1998), the court also rejected the sellers’ fallback theory of unjust enrichment, reasoning that express contract terms terminating a payment obligation foreclose an equitable claim bsaed on the same payments. No. 05-25-00077-CV (May 27, 2026).