                           NOT FOR PUBLICATION                           FILED
                    UNITED STATES COURT OF APPEALS                        JUN 21 2017
                                                                      MOLLY C. DWYER, CLERK
                                                                       U.S. COURT OF APPEALS
                           FOR THE NINTH CIRCUIT

JAMES W. ROBINSON, DVM,                         No.    15-35356

                Plaintiff-Appellant,            D.C. No. 3:14-cv-01736-PK

 v.
                                                MEMORANDUM*
CHARTER PRACTICES
INTERNATIONAL, LLC, a Delaware
limited liability company; MEDICAL
MANAGEMENT INTERNATIONAL,
INC., a Delaware corporation; MMI
HOLDINGS, INC., a Delaware corporation,

                Defendants-Appellees.

                   Appeal from the United States District Court
                             for the District of Oregon
                   Paul J. Papak II, Magistrate Judge, Presiding

                        Argued and Submitted June 9, 2017
                                Portland, Oregon

Before: GOULD and RAWLINSON, Circuit Judges, and RAYES,** District
Judge.

      James Robinson appeals the dismissal with prejudice of his complaint


      *
             This disposition is not appropriate for publication and is not precedent
except as provided by Ninth Circuit Rule 36-3.
      **
             The Honorable Douglas L. Rayes, United States District Judge for the
District of Arizona, sitting by designation.
against Defendants Charter Practices International, LLC (“CPI”), Medical

Management International, Inc., and MMI Holdings, Inc. Robinson purchased a

veterinary hospital franchise from CPI, and at the same time also owned and

operated independent veterinary clinics that were not part of the CPI franchise.

CPI had not enforced a non-competition provision in the franchise agreement but,

when the term of the original franchise agreement ended and Robinson tried to

renew, CPI notified Robinson of its intent to enforce the non-competition provision

in the renewal agreement—the then-current form of the franchise agreement.

Robinson did not disinvest from his independent clinics and the parties did not

execute a renewal agreement.1 Robinson, alleging that CPI improperly refused to

renew the franchise, brought three primary claims against Defendants: breach of

contract, breach of the covenant of good faith and fair dealing, and intentional

interference with economic relations.

      We have jurisdiction under 28 U.S.C. § 1291, and we affirm.

      1. The district court properly dismissed Robinson’s breach of contract

claim. Defendants did not breach the franchise agreement because the plain

language of the agreement’s renewal provision allowed for Defendants to

condition renewal on compliance with the non-competition provision that would be



1
  Robinson had a second franchise but does not challenge CPI’s decision to not
renew that franchise.

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in the renewal agreement. The renewal provision in the original franchise

agreement explicitly stated that the renewal agreement would be substantially

similar to the then-current form of the franchise agreement and that the terms may

differ from the original franchise agreement. Defendants’ waiver of the non-

competition provision in the franchise agreement did not extend to the corollary

provision in the renewal agreement. Robinson contends that Defendants’ course of

conduct waived the corollary non-competition provision in the renewal agreement.

Defendants, however, provided notice of their intent to enforce the non-

competition provision and gave Robinson a chance to disinvest if he wanted to

renew the franchise while not competing. See Alderman v. Davidson, 326 Or. 508,

514 (1998). Robinson’s equitable estoppel argument also fails because CPI’s non-

enforcement of the non-competition provision during the course of the initial

franchise term was not a promise or representation that it would never enforce a

non-competition provision in the future.

      2. The district court did not err in dismissing Robinson’s claim for breach of

the duty of good faith and fair dealing because the parties’ franchise agreement

stated that the renewal agreement would be substantially similar to the terms and

conditions of the then-current form of the franchise agreement. See Zygar v.

Johnson, 169 Or. App. 638, 645 (2000).

      3. Robinson does not adequately allege that Defendants intentionally


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interfered with economic relations because the conduct between business

competitors is not “improper” if the conduct is in the defendant’s competitive

interest and not done for an “improper purpose,” such as “spite or ill will”

Douglas Med. Ctr., LLC v. Mercy Med. Ctr., 203 Or. App. 619, 630–31 (2006)

(internal quotation marks omitted). A competitor is not liable for intentional

interference if it is done to further its own legitimate business interests, such as

profit maximization. Robinson has only alleged that Defendants’ actions, in not

renewing the franchise agreement and operating the hospital, were done to make

profit. See Eusterman v. Nw. Permanente, P.C., 204 Or. App. 224, 238 (2006).

Robinson does not otherwise allege improper means that are “independently

wrongful by reason of statutory or common law.” Douglas Med. Ctr., 203 Or.

App. at 634.

      AFFIRMED.




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