Before HIGGINBOTHAM, WILLETT, and DUNCAN, Circuit Judges. DON R. WILLETT, Circuit Judge: This case involves the business of turning debt into dollars. Capio buys and collects on delinquent healthcare accounts. Rural/Metro–AMR sells such accounts. Business between the two soured, and Capio sued for breach of contract and tortious interference. The district court dismissed Capio’s claims because it believed the disputed portion of the contract was indefinite and unenforceable. As explained below, we disagree and thus REVERSE and REMAND. I First some background. The sale of delinquent accounts typically occurs in a single batch or accrues in multiple batches over a set timeline. To industry veterans, the latter is known as a “Forward Flow” deal. This arrangement is intended to benefit both parties: the purchaser obtains arguably collectable debt for pennies on the dollar, and the seller turns yet- collected debt into cash. Win-win, as they say. The parties here subscribed to this symbiotic arrangement. Rural/Metro would send Capio a file of delinquent accounts for which initial collection failed—a sub-set of its full portfolio. Capio would then algorithmically identify accounts that met the agreed-upon criteria, calculate a price and wire funds based on the set formula, and take title. Business was smooth sailing until Capio contracted to purchase more than five-hundred million dollars of Rural/Metro’s delinquent accounts. The contract stated the purchase price was $3,300,000.[1] The contract also addressed the expected quality of the delinquent accounts. Finally, a contemporaneous amendment—the “Forward Flow Amendment,” signed the same day the contract was executed—created a recurring purchasing agreement. Here are the relevant terms of the Forward Flow Amendment: Timing: Rural/Metro agreed to “deliver and offer to sell ad- ditional Accounts” within twenty days of each calendar quarter for twelve quarters. Price: Capio agreed to pay for “additional Accounts” using a set formula.[2] Capio also agreed “the limitation on the amount owed . . . for Ineligible Accounts . . . shall not apply to the Forward Flow Accounts.” Quality: Rural/Metro agreed the “Forward Flow Accounts will (i) be, in the sole determination of the Purchaser, [Capio,] of the same quality as the Inventory Accounts, as determined by reference to those attributes and character- istics of Accounts that impact their collectability and liquid- ity; and (ii) have been subject to the same number of prior placements and same collection efforts prior to the Closing Date.” Rural/Metro also agreed it would not produce ac- counts “by any adverse or intentional selection or scoring methodologies” and that “Obligors of the Forward Flow Accounts will have demographics that are the same as . . . the Inventory Accounts.” Memorialization: The parties agreed to mutually create a “Schedule of Accounts and a Bill of Sale . . . for each such Forward Flow Sale.” Termination: Rural/Metro agreed to provide Capio “the right to terminate its obligation to purchase any additional Accounts . . . for any reason or for no reason by providing ninety (90) days’ prior written notice.” Though Capio paid the full contract price, less “purchase price adjustments,”[3] the time came and went for Rural/Metro to transmit the first portfolio of quarterly accounts under the Forward Flow Agreement. Capio received nothing. According to Capio, Rural/Metro asked for more time to tender the accounts because a merger with AMR, another medical company, was delaying compliance. Post-merger, Rural/Metro–AMR provided 173,000 accounts to Capio for pricing under the Forward Flow Amendment. Capio priced accounts, but the parties failed to close. Later, Rural/Metro–AMR again tendered a batch of delinquent accounts. This batch included both Rural/Metro accounts (addressed by the Forward Flow Amendment) and AMR accounts (unaddressed by the Forward Flow Amendment) for pricing under the agreed-upon terms. But, as before, the parties failed to close. Rural/Metro–AMR conceded this was “a dollar-and-cents issue.” Capio sued and then appealed the district court’s dismissal of its claims. II “We review a grant of summary judgment de novo, applying the same standard as the district court” and viewing the facts in the light most favorable to the nonmovant.[4] Similarly, the interpretation of this contract is a legal question—also reviewed de novo—subject to the laws of Texas.[5] A The crucial question is whether the term “additional Accounts” rendered the Forward Flow Amendment unenforceable. Rural/Metro– AMR urges a Shakespearean take—claiming it was but an indefinite promise to the ear, broken only to Capio’s hope.[6] Capio counters that “additional Accounts” governed all accounts that met the agreed-upon standards. Capio carries the day for two reasons. First, read in context, the term “additional Accounts” has enforceable meaning. Taken together, the plain meaning of the word “additional,” the contract’s clear architecture, and various settled principles of interpretation reveal that “additional Accounts” refers to all qualifying accounts that accrue quarterly. Second, none of Rural/Metro–AMR’s counterarguments is persuasive. 1 It has long been the case in Texas that “[i]f the written instrument is so worded that it can be given a certain or definite legal meaning or interpretation, then . . . the court will construe the contract as a matter of law.”[7] This, of course, rests on the equally well-established principle that “courts should examine and consider the entire writing in an effort to harmonize and give effect to all the provisions . . . so that none will be rendered meaningless.”[8] Against this backdrop, the term “additional Accounts” commands a single construction. Though “additional” is sometimes defined as “more than is usual or expected,”[9] the district court divorced that definition from the contract’s architecture. The term “additional” qualifies “Accounts,” which is defined in the base contract (albeit with more words) as “the accounts receivable listed in . . . Schedule [I].” The basic definition of “Accounts” therefore contemplates only itemized “accounts receivable” already in existence. It comes as no surprise, then, that the scope of the Forward Flow Amendment (by which Rural/Metro–AMR agreed to offer and sell future accounts receivable) contemplates “more [accounts] than . . . expected” under Schedule I. But how many? Ut res magis valeat quam pereat,[10] however many (i.e., all) that meet the agreed-upon quality requirements. This reading is further confirmed by longstanding principles of Texas contract interpretation.[11] Understanding “additional Accounts” as little more than qualifying accounts accruing after the delinquencies in Schedule I aligns with (1) the universal disfavor of forfeiture, (2) trade usage,[12] and (3) Rural/Metro–AMR’s partial performance[13] under the now-disputed Forward Flow Amendment. Nor does Rural/Metro–AMR’s invocation of Gordon v. Emerson Shoe Company change our analysis. Beyond its questionable weight,[14] the case stands for the unremarkable: a $4,000 shoe contract—without evidence of the agreed number of shoes, sizes, styles, quality, or individual prices—was “too indefinite” to sustain.[15] We are not presented with a similar scenario. The Forward Flow Amendment spelled out the material terms on timing, selection criteria, and price. The only term omitted was a specific quantity, which was not only irrelevant given the nature of the agreement but, as the district court recognized, such granularity “would have been impossible” to forecast.[16] Rural/Metro–AMR’s reliance on Gordon is therefore misplaced. 2 We are likewise unpersuaded by Rural/Metro–AMR’s alternative arguments. Rural/Metro–AMR first claims that Capio provided no consideration for the Forward Flow Amendment. Setting aside the fact that the record suggests otherwise,[17] we cannot ignore that this argument was not presented to the district court. We will not speculate on why no one from Rural/Metro–AMR reached for this low-hanging factual fruit. But the time to do so has come and gone.[18] Rural/Metro–AMR also claims damages cannot be calculated because, in its view, there is no way to determine the number of accounts they had to offer and Capio was obligated to purchase. But Fischer again counsels otherwise. As noted previously,[19] Rural/Metro–AMR partially performed in a manner consistent with its putative obligation under the Forward Flow Amendment. Such performance “may make a contractual remedy appropriate even though uncertainty is not removed.”[20] This supports Capio’s contention that damages demonstrably flow from the accounts tendered (but never closed upon) by Rural/Metro–AMR. III The term “additional Accounts” has enforceable meaning. And because the Forward Flow Amendment was binding, Capio’s claims should not have been dismissed. We therefore REVERSE and REMAND.
