author: BOB PEMBERTON, Justice.

text:
    VISTA HEALTHCARE, INC., Appellant, v. TEXAS MUTUAL INSURANCE COMPANY; Texas Department of Insurance, Division of Workers’ Compensation; Texas Association of School Boards Risk Management Fund; and The Travelers Insurance Companies, Appellees.
    No. 03-09-00178-CV.
    Court of Appeals of Texas, Austin.
    Aug. 26, 2010.
    Rehearing Overruled Oct. 21, 2010.

      David F. Bragg, Law Offices of David F. Bragg, P.C., Eric G. Carter, The Carter Law Firm, P.C., Austin, TX, for appellant.
    James M. Loughlin, Stone, Loughlin & Swanson, L.L.P., Thomas B. Hudson, Jr., Christopher H. Triekey, Graves, Dougherty, Hearon & Moody, P.C., Mary Barrow Nichols, Bryan W. Jones, Texas Mutual Insurance Company, J. Hampton Skelton, Skelton & Woody, Nicholas Canaday, III, Office of the Attorney General Environmental Protection & Administrative Law Division Austin, TX, for appellees.
    Before Chief Justice JONES, Justices PEMBERTON and WALDROP.
   OPINION

BOB PEMBERTON, Justice.

In an appeal arising from a workers’ compensation medical benefits reimbursement dispute, Vista Healthcare, Inc., challenges a final district court judgment rejecting Vista’s declaratory-judgment challenge to the validity of a rule of the Division of Workers’ Compensation, Texas Department of Insurance (Division) and ordering that Vista take nothing on a suit for judicial review of a final Division order. In five issues, Vista asserts that the district court’s judgment and the underlying Division order are predicated on an erroneous construction of the challenged rule and that the rule, if so construed, is unconstitutionally vague. Concluding otherwise, we will overrule Vista’s contentions and affirm the district court’s judgment.

BACKGROUND

At relevant times, Vista operated an ambulatory surgical center (ASC) in Houston. An ASC is “a healthcare facility ‘that operates primarily to provide surgical services to patients who do not require overnight hospital care.’” Texas Workers’ Comp. Comm’n v. East Side Surgical Ctr., 142 S.W.3d 541, 543 n. 1 (Tex.App.-Austin 2004, no pet.) (quoting Tex. Health & Safety Code Ann. § 243.002 (West 2001)). On June 23, 2001, a physician administered epidural steroid injections to a workers’ compensation claimant at Vista’s facility. Vista billed the responsible workers’ compensation carrier, appellee Texas Mutual Insurance Company, $5,643.12 for its services, including charges for use of the facility, supplies, medications, and other support functions. Texas Mutual reimbursed Vista only $397.80.

The labor code and Division rules extensively regulate the amounts of reimbursement that health care providers like Vista are paid for treatment or services provided to injured workers. Among other regulations, section 413.011 of the labor code has required the Division to promulgate “fee guidelines” setting maximum amounts that are paid for medical services provided to workers’ compensation claimants. Among other requisites of these fee guidelines, section 413.011(d), at relevant times, mandated that:

Guidelines for medical services fees must be fair and reasonable and designed to ensure the quality of medical care and to achieve effective medical cost control. The guidelines may not provide for payment of a fee in excess of the fee charged for similar treatment of an injured individual of an equivalent standard of living and paid by that individual or by someone acting on that individual’s behalf. The [Division] shall consider the increased security of payment afforded by this subtitle in establishing the fee guidelines.

See Act of May 18, 2001, 77th Leg., R.S., ch. 1456, § 6.02, 2008 Tex. Gen. Laws 5167, 5185, codified as amended, Tex. Lab. Code Ann. § 418.011(d) (West 2006 & Supp. 2010). However, at the time Vista provided the services at issue, the Division had not yet adopted a medical fee guideline applicable to ASC services. The genesis of the present dispute lies in disagreements between Vista and Texas Mutual regarding the Division rules that governed Vista’s reimbursement claim in the absence of an applicable medical fee guideline.

To summarize these disagreements, which we will explore in detail below, Vista and Texas Mutual advanced competing views regarding the extent to which the determination of Vista’s reimbursement rate, in the absence of an applicable medical fee guideline, is governed by the same standards set forth by the legislature in labor code section 413.011(d) to guide the Division’s promulgation of medical fee guidelines. Texas Mutual has taken the position that the Division’s rules governing its reimbursement for Vista’s services incorporate the entirety of the factors set forth in labor code section 413.011(d): the reimbursement rate must (1) be “fair and reasonable,” (2) be “designed to ensure the quality of medical care,” (3) be “designed ... to achieve effective medical cost control,” (4) “not provide for payment of a fee in excess of the fee charged for similar treatment of an injured individual of an equivalent standard of living and paid by that individual or by someone acting on that individual’s behalf,” and (5) “consider the increased security of payment afforded by [the workers’ compensation statute].” Based on these considerations, Texas Mutual devised a reimbursement methodology for ASC services that was based on Medicare payment rates for such services. It then applied that methodology to calculate the $397.80 it paid Vista.

Vista, in contrast, maintained that the applicable Division rules entitled it to reimbursement that was “fair and reasonable,” which it equated with its “usual and customary” charges — what it would charge non-workers’ compensation payors for the same treatment and services — without consideration of whether those amounts “ensure the quality of medical care” or “achieve effective medical cost control.” The $5,643.12 Vista charged Texas Mutual purportedly represented Vista’s usual and customary charge for the services at issue.

Complaining of what it viewed as a greater-than-ninety-percent underpayment, Vista requested medical dispute resolution before the Division’s Medical Review Division. See 28 Tex. Admin. Code § 133.307 (2004). The Division issued an August 2002 order denying additional reimbursement to Vista. Vista then sought a contested-case hearing before the State Office of Administrative Hearings (SOAH), to which authority was delegated to issue the final administrative order. See Tex. Lab.Code Ann. § 413.0311(a)-(c), (e) (West Supp. 2009). The hearing convened in May 2007. Before SOAH, Vista took the position that it was entitled to reimbursement from Texas Mutual of 70 percent of its billed charges. It reasoned that this percentage represented “fair and reasonable” compensation because it had historically received 70 percent of its billed charges from carriers. To support this premise, Vista presented evidence regarding its past reimbursement payments from carriers. Texas Mutual, in turn, presented evidence regarding its payment methodology for ASC services in 2001.

The Administrative Law Judge (ALJ) ordered that Texas Mutual was not required to pay Vista any additional reimbursement. He concluded that “Vista failed to prove that 70 percent of its usual and customary charges that it billed for the procedure at issue constituted fair and reasonable reimbursement within the meaning of Tex. Labor Code Ann. § 413.011” and that “Vista failed to show by a preponderance of the evidence that it is entitled to additional reimbursement for the services at issue in this proceeding.” In support of these conclusions, the ALJ found flaws in Vista’s methodology in determining that it had historically been paid 70 percent of its billed charges. Specifically, the ALJ found that “Vista received payment of its billed charges from other payors at varying rates; it did not consistently receive payment of 70 percent of its billed charges” and that “Vista developed its charges to [Texas Mutual] based on charges made to and paid by other insurance providers to it under managed care contracts and other fee arrangements.” However, the ALJ, agreeing with Texas Mutual’s view that “fair and reasonable” reimbursement was determined based on all of the factors in labor code section 413.011, also found that Vista “did not evaluate its billings rate in light of any national guidelines or norms for either ASC’s or workers’ compensation claims,” and “did not evaluate its billing rate to determine whether those rates insured the quality of medical care for workers’ compensation claimants, achieved effective medical cost control, or were comparable to fees charged for similar treatment of an injured individual of an equivalent standard of living.”

Vista filed suit for judicial review of SOAH’s order in Travis County District Court. See Tex. Labor Code Ann. § 413.0311(d); Tex. Gov’t Code Ann. §§ 2001.171-.178 (West 2008). It also asserted claims under section 2001.038 of the Administrative Procedures Act, see Tex. Gov’t Code Ann. § 2001.038 (West 2008), seeking declarations regarding the validity and applicability of title 28, rule 134.1 of the Texas Administrative Code, which Vista terms the Division’s general “default rule” governing reimbursement rates in the absence of an applicable medical fee guideline. As of June 2001, when Vista provided the services at issue, rule 134.1 had provided that “Reimbursement for services not identified in an established fee guideline shall be reimbursed at fair and reasonable rates as described in the Texas Workers’ Compensation Act, § 8.21(b), until such period that specific fee guidelines are established by the [Division].” See 16 Tex. Reg. 5210 (1991), amended 27 Tex. Reg. 4047 (2002), repealed 31 Tex. Reg. 3561 (2006). There is no dispute that “Texas Workers’ Compensation Act, § 8.21(b)” referred to the former article 8308-8.21(b) of the Texas Revised Civil Statutes, which had been repealed and replaced by labor code section 413.011(d) when the Act was recodified and moved to the labor code in 1993. See Workers’ Compensation Act, 73d Leg., R.S., ch. 269, § 1, 1993 Tex. Gen. Laws 987. Vista sought declarations that rule 134.1 “require[s] only that a provider prove that its fees and charges are ‘fair and reasonable’ to determine the amount of its reimbursement” and “do not require a provider to prove that in addition to being fair and reasonable, its fees and charges also ensure the quality of medical care, achieve effective medical cost control,” or the other factors stated in labor code 413.011(d). If the district court concluded that the rule did incorporate those requirements or limitations, Vista sought a declaration that those provisions rendered Rule 134.1 unconstitutionally void for vagueness.

Two sets of parties that have been litigating similar issues with Vista — appellee Texas Association of School Boards Risk Management Fund and a group of affiliated insurers (the “Travelers Intervenors” ) — intervened as defendants. Vista and the defendants filed two rounds of cross-motions for summary judgment on Vista’s declaratory claims. The district court ultimately rendered final judgment granting the defendants’ motions and denying Vista’s; declaring that “28 Tex. Admin. Code § 134.1(c) (2002) (27 Tex. Reg. 4047) and, specifically, the command that ‘fair and reasonable rates’ are ‘as described in the Texas Workers’ Compensation Act, § 413.011,’ are not unconstitutionally vague and, thus, are VALID”; and ordering that Vista take nothing on either its declaratory claims or its judicial-review claim. This appeal ensued.

ANALYSIS

Claiming error in the district court’s judgment, Vista brings five issues on appeal. In its third issue, Vista contends that the Division’s interpretation of rule 134.1 as providing that “fair and reasonable” reimbursement must “ensure the quality of medical care” and “achieve effective medical cost control” contradicts the plain language of the rule and underlying statute. In its first and second issues, Vista argues that if rule 134.1 incorporates these requirements or limitations, the rule is unconstitutionally vague and incapable of achieving anything other than “arbitrary” outcomes when used as a standard for determining medical fee disputes. In its fourth and fifth issues, Vista urges that this asserted invalidity or misapplication of rule 134.1 caused the final SOAH order to be arbitrary and based on an error of law, requiring reversal. See Tex. Gov’t Code Ann. § 2001.174(2)(D), (F). Texas Mutual and the Division have each filed briefs in response, and both of the intervenor appel-lees have joined in Texas Mutual’s brief.

Rule construction

Vista’s rule-construction argument emphasizes the text and history of Division rule 134.1 (the “default rule”) and labor code section 413.011(d). As previously noted, as of June 2001, when Vista provided the ASC services at issue, rule 134.1 provided that “Reimbursement for services not identified in an established fee guideline shall be reimbursed at fair and reasonable-rates as described in the Texas Workers’ Compensation Act, § 8.21(b), until such period that specific fee guidelines are established by the [Division].” See 16 Tex. Reg. 5210 (1991), amended 27 Tex. Reg. 4047 (2002), repealed 31 Tex. Reg. 3561 (2006). Article 8308-8.21(b) of the former revised civil statutes — part of the original 1989 Workers’ Compensation Act — had not contained any reference to “ensuring] the quality of medical care” and “achieving] effective medical cost control”:

All guidelines for medical service fees under the Act must be fair and reasonable and may not provide for payment of a fee in excess of the fee charged for similar treatment of an injured individual of an equivalent standard of living when the fees for the treatment are paid by the injured worker or by someone acting on the injured individual’s behalf. In establishing the fee guidelines, the commission shall consider the increased security of payment afforded by this Act.

Act of Dec. 1, 1989, 71st Leg., 2d C.S., ch. 1, § 8.21, 1989 Tex. Gen. Laws 1, 70, codified at, Tex.Rev.Civ. Stat. Ann. art. 8308-8.21(b), repealed Act of May 12, 1993, 73d Leg., R.S., ch. 269, § 1, 1993 Tex. Gen. Laws 987, 1223. However, a preceding provision within the same article of the Act required the Division to “establish by rule medical policies and fee guidelines governing the provision and payment of medical services that are designed to assure the quality of medical care and achieve effective medical cost control.” See id. § 8.01, 1989 Tex. Gen. Laws at 68. When the Act was recodified in 1993 and moved to the labor code, both sets of requirements pertaining to fee guidelines were incorporated into the new section 413.011(d):

Guidelines for medical service fees must be fair and reasonable and designed to ensure the quality of medical care and achieve effective cost control. The guidelines may not provide for payment of a fee in excess of the fee charged for similar treatment of an injured individual of an equivalent standard of living and paid by that individual or by someone acting on that individual’s behalf. The commission shall consider the increased security of payment afforded by this subtitle in establishing fee guidelines.

Act of May 12, 1993, 73d Leg., R.S., ch. 269, § 1, 1993 Tex. Gen. Laws 987, 1223, codified as amended, Tex. Lab.Code Ann. § 413.011(d). The Division did not update rule 134.1’s cross-reference to “fair and reasonable rates as described in the Texas Workers’ Compensation Act, § 8.21(b)” until 2002, when it changed the language to “fair and reasonable rates as described in Texas Workers’ Compensation Act, § 4.13.011 ” in 2002. 27 Tex. Reg. 4047 (2002) (emphasis added).

Vista views the default rule’s reference to “fair and reasonable rates as described in the Texas Workers’ Compensation Act, § 8.21(b)” as incorporating a requirement from section 413.011(d) that rates be “fair and reasonable” without a limitation that rates be “designed to ensure the quality of medical care and achieve effective cost control.” Vista attributes significance to the fact that only the “fair and reasonable” language of labor code section 413.011(d), and not “designed to ensure the quality of medical care and achieve effective cost control,” originated in section 8.21(b) of the 1989 Workers’ Compensation Act. Vista also emphasizes the wording of labor code section 413.001 (d)’s first sentence— “fair and reasonable and designed to ensure the quality of medical care and achieve effective cost control.” In Vista’s view, the Division’s use of the conjunction “and” between “fair and reasonable” and “designed to ensure the quality of medical care and achieve effective cost control” implies that “designed to ensure the quality of medical care and achieve effective cost control” are qualities of rates distinct from or in addition to “fair and reasonable.”

In response, appellees dismiss the significance of rule 134.1’s obsolete reference to “fair and reasonable rates as described in the Texas Workers’ Compensation Act, § 8.21(b) ” and emphasize that rule 134.1 required reimbursement at “fair and reasonable rates as described in the Texas Worker’s Compensation Act, [§ 413.011].” “Fair and reasonable rates as described in” the provision, appellees reason, denotes the adoption of a concept of “fair and reasonable rates” that incorporates all of the considerations within section 413.011(d), including “ensure the quality of medical care and achieve effective cost control.” And this Court, as Texas Mutual points out, reached a similar conclusion in All Saints Health System v. Texas Workers’ Compensation Commission, 125 S.W.3d 96 (Tex.App.-Austin 2003, pet. denied). In addressing the relevance of managed-care contracts in determining reimbursement amounts in the absence of a fee guideline, this Court reasoned in part:

Rule 134.1 provides, in effect, that all cost determinations regarding medical fee reimbursements, whether integrated into the fee guideline adoption process or determined on a case-by-case basis, will be decided according to section 413.011’s definition of “fair and reasonable” compensation.
The reimbursement fee guidelines, and by extension any reimbursement decision made in the absence of a validly enacted fee guideline, must take all of the statutory factors into account. Thus, to be “fair and reasonable” within the meaning of section 413.011(d), the [Division’s] reimbursement decisions must take into account all of the statutory factors, guaranteeing both cost control and quality of care....

Id. at 102,104-05.

In addition, appellees point out other Division rules that they consider relevant to whether “fair and reasonable” rates or reimbursement from carriers must “ensure the quality of medical care and achieve effective cost control.” Three of these rules were adopted by the Division effective July 2000, before the date Vista provided the ASC services at issue:

• Effective in July 2000, the Division adopted a new rule 133.1 — “Definitions for Chapter 133, Benefits — Medical Benefits” — that defined “fair and reasonable reimbursement ” as “[rjeimbursement that meets the standards set out in § JplS.011 of the Labor Code ” and was the lesser of a health care provider’s usual and customary charge or (1) the maximum allowable reimbursement, if one has been established by Division fee guideline; (2) “the determination of a payment amount for medical treatments) and/or service(s) for which the [Division] has established no maximum allowable reimbursement amount;” or (3) a negotiated contract amount. 25 Tex. Reg. 2126 (2000) (emphasis added).

• Also effective in July 2000, the Division adopted a rule 133.304(a) that required workers’ compensation insurers to take “final action” on a bill submitted by a health care provider within 45 days of receipt, including “sending payment that makes the total reimbursement for that bill a fair and reasonable reimbursement in accordance with § 133.1(8) (relating to Definitions for Chapter 133, Benefits — Medical Benefits).” 25 Tex. Reg. 2130 (2000) (emphasis added).

• In another rule effective in July 2000, the Division required that when a carrier paid a health care provider for treatment or services for which the Division had not established a maximum allowable reimbursement, the carrier was required to “develop and consistently apply a methodology to determine fair and reasonable reimbursement amounts to ensure that similar procedures provided in similar circumstances receive similar reimbursement.” 25 Tex. Reg. 2131 (2000) (emphasis added).

As appellees emphasize, the “fair and reasonable reimbursement” that carriers are required to pay under these rules must “meet[ ] the standards set out in § 413.011 of the Labor Code.” And “standards set out in § 413.011 of the Labor Code,” ap-pellees add, is plural and includes “ensure the quality of medical care and achieve effective cost control.”

We defer to an agency’s interpretation of its own rules unless that interpretation is plainly erroneous or inconsistent with the text of the rule or underlying statute. See Public Util. Comm’n v. Gulf States Util. Co., 809 S.W.2d 201, 207 (Tex.1991); Tennessee Gas Pipeline Co. v. Rylander, 80 S.W.3d 200, 203 (Tex.App.-Austin 2002, pet. denied). We construe administrative rules in the same manner as statutes since they have the force and effect of statutes. Rodriguez v. Service Lloyds Ins. Co., 997 S.W.2d 248, 254 (Tex.1999). The text of rules, like statutes, is the first and foremost means of achieving our primary objective: ascertaining and giving effect to the intent of the body that enacted them. State v. Shumake, 199 S.W.3d 279, 284 (Tex.2006); Texas Dep’t of Transp. v. City of Sunset Valley, 146 S.W.3d 637, 642 (Tex.2004); Rodriguez, 997 S.W.2d at 254. However, we must read the enactment as a whole and not just isolated portions, giving meaning to language consistent with its other provisions. City of Sunset Valley, 146 S.W.3d at 642. We must presume that the entire enactment was intended to be effective. Lexington Ins. Co. v. Strayhorn, 209 S.W.3d 83, 86 (Tex.2006).

Assuming without deciding that the 2001 version of rule 134.1 governs Vista’s reimbursement claim, we cannot conclude that the Division’s interpretation of “fair and reasonable rates as described in the Texas Workers’ Compensation Act, § 8.21(b)” as including all of the standards set forth in labor code section 413.011 is plainly erroneous or inconsistent with the rule’s text or underlying statute. By the time Vista provided the ASC services at issue, section 8.21(b) had been replaced by labor code section 413.011(d) and the Division had enacted the above-described provisions of chapter 133, which explicitly defined “fair and reasonable” reimbursement as “[r]eimbursement that meets the standards set out in § 413.011 of the Labor Code.” 25 Tex. Reg. 2126 (2000); 25 Tex. Reg. 2130 (2000); 25 Tex. Reg. 2131 (2000). The “standards set out in § 413.011,” in turn, included the requirements that rates be “designed to ensure the quality of medical care and achieve effective cost control.” See Act of May 12, 1993, 73d Leg., R.S., ch. 269, 1993 Tex. Gen. Laws 987, 1223, codified as amended, Tex. Labor Code Ann. § 413.011(d). Rule 134.1 must be read in context with the chapter 133 provisions, as both chapter 133 and 134 were promulgated by the Division as a cohesive enactment that would give force and effect to the Workers’ Compensation Act. See id. § 1, 1993 Tex. Gen. Laws 987; City of Sunset Valley, 146 S.W.3d at 642. Doing so, we cannot agree with Vista that rule 134.1 required the Division to apply a different concept of “fair and reasonable” than that defined in chapter 133.

Our analysis here is consistent with our decision in All Saints Health System, in which we held that Rule 134.1 requires that all cost determinations regarding medical fee reimbursements must take into account all of the statutory factors, guaranteeing both cost control and quality of care, section 413.011’s definition of “fair and reasonable” compensation. 125 S.W.3d at 102, 104-05. The Division’s interpretation here, consistent with our previous analysis, with the Division’s governing statute, and with the express requirements of the Division’s other existing rules, is not plainly erroneous and we must, therefore, defer to the Division’s interpretation. See Gulf States Util. Co., 809 S.W.2d at 207; Tennessee Gas Pipeline Co., 80 S.W.3d at 203. Accordingly, we overrule Vista’s third issue.

Vagueness

Assuming that rule 134.1 requires that “fair and reasonable” reimbursement requires rates that “ensure the quality of medical care and achieve effective cost control,” Vista argues in its first and second issues that the rule is unconstitutionally vague.

Rules are presumed valid and the burden of demonstrating their invalidity is on the challenging party. Browning-Ferris, Inc. v. Texas Dep’t of Health, 625 S.W.2d 764, 767 (Tex.App.-Austin 1981, writ ref'd n.r.e.). We will find a rule unconstitutionally vague only if it (1) does not give fair notice of what conduct may be punished, and (2) invites arbitrary and discriminatory enforcement by its lack of guidance for those charged with its enforcement. TXU Generation Co. v. Public Util. Comm’n, 165 S.W.3d 821, 838-39 (Tex.App.-Austin 2005, no pet.); Rooms With a View, Inc. v. Private Nat’l Mortgage Ass’n, Inc., 7 S.W.3d 840, 845 (Tex.App.-Austin 1999, pet. denied); see Ford Motor Co. v. Texas Dep’t of Transp., 264 F.3d 493, 508 (5th Cir.2001). When persons of common intelligence are compelled to guess at a law’s meaning and applicability, due process is violated and the law is invalid. Browning-Ferris, Inc., 625 S.W.2d at 765 (citing Texas Liquor Control Bd. v. Attic Club, Inc., 457 S.W.2d 41, 45 (Tex.1970)); City of Webster v. Signad, Inc., 682 S.W.2d 644, 646 (Tex.App.-Houston [1st Dist.] 1984, writ ref'd n.r.e.). A law is not unconstitutionally vague merely because it does not define words or phrases. Zaborac v. Texas Dep’t of Pub. Safety, 168 S.W.3d 222, 225 (Tex.App.-Fort Worth 2005, no pet.). And, the existence of a dispute as to a law’s meaning does not necessarily render the law unconstitutionally vague. Canal Ins. Co. v. Hopkins, 238 S.W.3d 549, 566 (Tex.App.-Tyler 2007, pet. denied).

When applying the fair notice test, courts allow statutes imposing economic regulation greater leeway than they allow penal statutes. See Pennington v. Singleton, 606 S.W.2d 682, 689 (Tex.1980); State Bar v. Tinning, 875 S.W.2d 403, 409 (Tex.App.-Corpus Christi 1994, writ denied). Courts recognize the myriad of factual situations that may arise and allow statutes to be worded with flexibility, provided the public has fair notice of what is required or prohibited. See Pennington, 606 S.W.2d at 689. In the case of civil or regulatory statutes, no more than a reasonable degree of certainty is required. See id.

Applying these principles to rule 134.1, we first note that Vista on appeal challenges the rule only as it relates to fee disputes, conceding that neither it nor the underlying labor code section 413.011(d) is impermissibly vague with respect to formulating fee guidelines. While the concepts of “designed to ensure the quality of medical care and achieve effective cost control” may be adequate and appropriate when used as general guideposts for the Division’s formulation of medical fee guidelines, Vista reasons, they fail to provide any meaningful standard in the context of case-by-case adjudication of medical fee reimbursement disputes.

As Rule 134.1 imposes economic as opposed to penal regulation, Vista need only have been allowed a reasonable degree of certainty as to its application to have received fair notice. See id. Given that statutes need not necessarily define terms at all to pass the fair notice test, see Zaborac, 168 S.W.3d at 225, there is no requirement here that every detail of what constitutes “fair and reasonable” or “designed to ensure the quality of medical care and achieve effective cost control” be set out by rule to provide Vista with fair notice of the standards by which individual fee disputes will be adjudicated. Indeed, because reimbursement determinations are necessarily fact specific and made on a case-by-case basis, no definition could adequately encompass “the myriad of factual situations” that could arise. See Pennington, 606 S.W.2d at 689.

The principle that this type of fee dispute necessarily lends itself to ad hoc, case-by-case resolution rather than all-encompassing definitions or guidelines has been repeatedly affirmed by courts in similar contexts. For example, in Texas Workers’ Compensation Commission v. Patient Advocates of Texas, 136 S.W.3d 643, 656 (Tex.2004), the Supreme Court considered whether, in the absence of specified fee guidelines, the Commission’s rules for determining reimbursement amounts improperly delegated the Commission’s fee-setting authority to private entities. In holding that it did not, the Court explained that “an administrative agency’s failure to include every specific detail and anticipate unforeseen circumstances when promulgating rules does not invalidate the rules.” Id. at 655-56 (citing Railroad Comm’n of Tex. v. Lone Star Gas Co., 844 S.W.2d 679, 685 (Tex.1992)). The Court found that, given the myriad of medical fees the Commission was charged with establishing, its decision to proceed on an ad hoc basis, rather than adhering to a stringent and specific set of guidelines, was reasonable. Id. at 656-57.

In Texas Workers’ Compensation Commission v. East Side Surgical Center, 142 S.W.3d 541, 549 (Tex.App.-Austin 2004, no pet.), we held that ASC’s are not entitled to fee guidelines. Specifically, we held that East Side was “entitled to ‘fair and reasonable’ reimbursement — not to have the fee guidelines established by rule.” Id. As we explained, because fee guidelines were never intended to be an entitlement, “even if the Commission had promulgated fee guidelines, the provider would not have a statutory right or privilege to be paid the amount set out in the guideline.” Id. Vista’s argument here, while set out in constitutional terms, is essentially the same complaint raised in East Side. There, East Side argued that the Commission was acting outside its authority in allowing medical fee reimbursements to be determined on an ad hoc adjudicatory basis rather than by rule. East Side Surgical Ctr., 142 S.W.3d at 545. Our decision there that East Side was not entitled to fee guidelines effectively allowed reimbursement decisions to be made on an ad hoc basis. Id. at 549. Of note here, we explained that “even if the Commission had promulgated fee guidelines, the provider would not have a statutory right or privilege to be paid the amount set out in the guideline.” Id. According to East Side, Vista is, likewise, neither entitled to a fee guideline nor entitled to any set amount of reimbursement. See id. Given that no specific reimbursement amount is required, even where the Division has established fee guidelines, and that the Division can reasonably proceed on an ad hoc basis in setting fees and reimbursing claims, no more specificity in the language of Rule 134.1 is required to give Vista adequate notice of how fee disputes will be resolved on a case-by-case basis. See id.; Patient Advocates, 136 S.W.3d at 656-57.

Similarly, when the complaint is viewed in terms of constitutional vagueness, the challenged language here is comparable to language that has been upheld by courts as providing fair notice in the context of case-by-ease adjudication. Language that requires fee guidelines to be “designed to ensure the quality of medical care” and “designed to achieve effective cost control” is similar to language that courts have held passes constitutional muster under a vagueness challenge. See, e.g., Pennington, 606 S.W.2d at 689-90 (holding that language in DTPA generally prohibiting “false, misleading, or deceptive acts or practices” and providing a non-exhaustive list of such acts provided adequate notice to survive vagueness challenge, explaining: “The boundaries of illegality under the DTPA must remain flexible because it is impossible to list all methods by which a consumer my be misled or deceived.”); TXU Generation Co., 165 S.W.3d at 841-43 (reading statute and rule as whole to find broad definition of “prohibited activities” and absence of definition for “market power” as providing constitutionally permissible notice of type of prohibited conduct contemplated); Tinning, 875 S.W.2d at 409 (holding term “share legal fees,” although not expressly defined, provides adequate notices of type of conduct it would include). The language in these cases, similar to language here requiring that guidelines be “designed to ensure the quality of medical care” and “designed to achieve effective cost control,” provide broad parameters for the resolution of disputes on a case-by-case basis. In those cases, as here, where disputes are fact-intensive and fact-specific and, as such, must necessarily be resolved on a case-by-case basis, broad guidelines, like those promulgated by the Division here, have been repeatedly held to be constitutionally permissible. We, likewise, hold that the guidelines at issue here are not unconstitutionally vague and, accordingly, we overrule Vista’s first and second issues.

APA appeal

Finally, in its fourth and fifth issues, Vista urges that the Division’s application or misapplication of rule 134.1 to its reimbursement claim caused the final SOAH order rejecting its claim to be arbitrary and based on an error of law. See Tex. Gov’t Code Ann. § 2001.174(2)(D), (F). Vista’s arguments in support of these issues are predicated on its rule-construction and vagueness contentions. Having overruled those contentions — and leaving aside whether the ALJ’s order finds independent support in his findings that Vista failed to establish its central premise that carriers normally paid it 70 percent of its billed charges — we likewise overrule Vista’s fourth and fifth issues.

CONCLUSION

Having overruled Vista’s issues on appeal, we affirm the district court’s judgment.

      . The underlying events, as explained below, date back to 2001 and involve administrative actions both of the Division and its predecessor agency, the Texas Workers’ Compensation Commission. Effective September 1, 2005, the legislature abolished the Commission and transferred its statutory responsibilities and rules to the Division. See Act of May 29, 2005, 79th Leg., R.S., ch. 265, §§ 8.001(b), .004(a), 2005 Tex. Gen. Laws 607, 608. For clarity and simplicity, we will use “the Division” to refer to both the former and successor entities.

      . The physician who actually administered the procedure billed his charges separately, and those charges are not at issue here.

      . The parties have requested us to take judicial notice of various Texas Register entries concerning Division rules and medical fee guidelines. To the extent these matters are relevant to our analysis, we have taken judicial notice of them.

      . Appellees Fidelity and Guarantee Insurance Company, St. Paul Fire and Marine Insurance Company, Travelers Casualty and Surety Company, Travelers Indemnity Company of Connecticut, and Travelers Casualty and Surety Company of Illinois n/k/a Travelers Casualty Insurance Company of America.

      . “§ 133.1(8)” was obviously intended to refer to rule 133.1(a)(8).

      . Texas Mutual also urges that Vista’s claim to additional reimbursement was governed by the version of rule 134.1 in effect at the time of its SOAH contested-case hearing in 2007. As of that time, rule 134.1(c)(3) required that in the absence of a fee guideline, the fee had to comply with rule 134.1(d). 31 Tex. Reg. 3561, 3563-64 (2006). Rule 131.1(d), in turn, provided that "fair and reasonable reimbursement is consistent with the criteria of Labor Code § 413.011.” Id. As Texas Mutual suggests, “the criteria of Labor Code § 413.011” would include "ensure the quality of medical care and achieve effective cost control.” Because we determine that the Division’s interpretation of the 2001 version of rule 134.1 would not be plainly erroneous or inconsistent with the text of the rule or the underlying statute, we need not address this contention.

      . Vista argues that this more relaxed economic-regulation standard does not apply because a violation of the rule it challenges here carries potentially serious sanctions. See TXU Generation Co. v. Public Util. Comm’n of Tex., 165 S.W.3d 821, 839 n. 9 (Tex.App.-Austin 2005, pet. denied). Vista cites the labor code, arguing that, because the code authorizes the Division to assess an administrative penalty of up to $25,000 per day per occurrence for violations of fee and treatment guidelines, the more stringent standard set out in TXU Generation Co. should apply. See id.; Tex. Lab. Code Ann. §§ 415.003(4), .021(a) (West 2006). However, it is not clear how Vista’s actions in submitting claims for reimbursement could, in any case, be construed as a violation of the Division's fee and treatment guidelines. See Tex. Lab.Code Ann. § 415.003(4). The medical fee reimbursement rule challenged by Vista does not govern what actions may or may not be permissible with respect to claim submissions; rather, the rule governs how claims will be reimbursed. Accordingly, the more relaxed standards for economic regulation apply. See Pennington v. Singleton, 606 S.W.2d 682, 689 (Tex.1980).

      . Vista also cites this Court’s decision in Texas Mutual Insurance Co. v. Vista Community Medical Center, 275 S.W.3d 538, 554 (Tex.App.-Austin 2008, pet. filed). Our analysis here does not rely on the dicta in that case, as cited by Vista — that the phrases "unusually costly” and "unusually extensive,” which were not void for vagueness, are "no more vague” than "ensure the quality of medical care” and “achieve effective cost control.” See id.


source: Caselaw Access Project

author: DIANE M. HENSON, Justice.

license: Public Domain

text:
    Bobby Blu GREENE, Appellant, v. The STATE of Texas; The City of Dallas, Texas; The Transit Authority of Dallas, Texas, Appellees.
    No. 03-09-00202-CV.
    Court of Appeals of Texas, Austin.
    Aug. 26, 2010.
    Rehearing Overruled Oct. 15, 2010.

      Larry R. Boyd, Abernathy, Roeder, Boyd & Joplin, P.C., McKinney, TX, for Appellant.
    Karen R. Bartlett, Assistant Attorney General, Austin, TX, for Appellees.
    Before Chief Justice JONES, Justices PURYEAR and HENSON.
   OPINION

DIANE M. HENSON, Justice.

Bobby Blu Greene appeals from the trial court’s final judgment finding him personally liable for past due sales tax, penalties, and interest owed by Greene’s Gold and Diamonds, Inc. (“Greene’s Gold”), based on past forfeitures of Greene’s Gold’s corporate privileges. See Tex. Tax Code Ann. § 171.255 (West 2008). On appeal, Greene argues that he cannot be held personally liable for sales tax as an officer and director of Green’s Gold because there was insufficient evidence that the Texas Comptroller of Public Accounts (“the Comptroller”) followed the statutory requirements for providing notice of the forfeiture of corporate privileges. Greene also challenges the authority of the trial judge to sign the final judgment in this case after the expiration of her term of office. We affirm the trial court’s judgment.

BACKGROUND

In September 1998, the Comptroller randomly selected Greene’s Gold, a Dallas-area wholesale and retail jewelry business, for a sales tax audit. This audit originally encompassed the periods of February 1, 1995 through October 31, 1998, but was later extended to cover the periods of July 1, 1992 through July 31, 1999. Upon completing the audit, the Comptroller notified Greene’s Gold that its audit results indicated a total sales tax liability of $1,121,471.81. Greene’s Gold then requested a redetermination of its tax liability. The Comptroller granted this request and, as a result of the redetermination proceeding, amended Greene’s Gold’s audit results to delete one of the two fraud penalties that had been assessed, remove two audit periods from the assessment, and reduce the amount of unreported gross sales. In September 2005, the Comptroller notified Greene’s Gold that its redetermination was complete and that its amended tax liability totaled $1,479,837.29.

In December 2005, Greene’s Gold entered federal bankruptcy proceedings, thus precluding the relevant taxing authorities from suing Greene’s Gold directly to recover the tax amounts due. As a result, in February 2006, the State of Texas, the City of Dallas, and the Transit Authority of Dallas (collectively, “the State”), filed suit against Greene and Legacy Exquisite Jewelers, Inc. (“Legacy”) in an attempt to collect the amount of Greene’s Gold’s sales tax liability. The State sued Greene individually as an officer and director of Greene’s Gold under tax code section 171.255, which provides that officers and directors may be held personally liable for debts incurred by a corporation during a period in which corporate privileges have been forfeited. See id. The State sought to impose tax liability against Legacy, a jewelry business owned by Greene’s mother and incorporated in 2004, as a successor to Greene’s Gold’s tax liability and as a fraudulent transferee, under the theory that Greene’s Gold had sold its assets to Legacy in a sham transaction for the purpose of avoiding tax liability. See id. § 111.020 (West 2008) (purchaser of business may be held liable for seller’s tax liability in absence of certain precautionary measures), § 111.024 (West 2008) (person acquiring business through fraudulent transfer or sham transaction is liable for taxes owed by seller).

A bench trial was held in October 2008, during which the State presented evidence that Greene’s Gold’s corporate privileges were forfeited on four separate occasions during the audit period and that during these periods of forfeiture, the total amount of tax, interest, and penalties assessed against Greene’s Gold totaled $1,095,842.95. The State also presented evidence related to its theories of successor liability in connection with Legacy. After hearing the evidence, the trial court rendered judgment against Legacy for Greene’s Gold’s full tax liability, an amount of $1,786,470.13. The court also found Greene jointly and severally liable for the portion of that amount that was incurred during periods of forfeiture, $1,095,842.95. The trial court found Legacy and Greene jointly and severally liable for $56,000 in attorneys’ fees, plus conditional appellate attorneys’ fees. The trial court made findings of fact and conclusions of law to support its judgment, and this appeal followed.

In his first two issues on appeal, Greene argues that the trial court erred in imposing officer and director liability against him under section 171.255 because the State failed to establish that the Comptroller had fully complied with the notice requirements of section 171.256. See id. § 171.256 (West 2008) (requiring Comptroller to notify corporation at least 45 days before forfeiture of corporate privileges). In his third issue on appeal, Greene contends that the trial judge who presided over the bench trial in this case did not have authority to sign the final judgment because she retired from office on December 31, 2008, -but did not sign the final judgment until January 7, 2009.

STANDARD OF REVIEW

Greene’s arguments regarding the notice requirement of tax code section 171.256 turn on a question of statutory construction, which we review de novo. See City of Rockwall v. Hughes, 246 S.W.3d 621, 625 (Tex.2008).

The qualification of a retired judge to preside over a case is a jurisdictional issue that cannot be waived and may be raised at any time. See Houston Gen. Ins. Co. v. Ater, 843 S.W.2d 225, 227 (Tex.App.-El Paso 1992, no writ). The issue of whether a judge had authority to act is a question of law subject to de novo review. See id.

DISCUSSION

Authority of District Judge to Sign Final Judgment

Because Greene’s argument that the district judge lacked authority to sign the final judgment implicates the trial court’s jurisdiction, we will resolve this issue before turning to Greene’s arguments under the tax code. Judge Cooper, the district judge who presided over the bench trial in this case in October 2008, retired at the end of her term of office on December 31, 2008. At the close of evidence on October 15, 2008, Judge Cooper requested additional briefing from the parties on certain issues, stating, “[T]hen I’ll issue a letter ruling and request that one of you prepare an order and circulate it pursuant to our local rules for approval as to form.” The parties submitted additional briefing as requested, and on December 2, 2008, Judge Cooper issued a letter to the parties stating that “judgment is rendered for the plaintiffs on all claims and plaintiffs are awarded their attorneys’ fees. [Counsel for the State] is requested to prepare a form of judgment, circulate to all counsel for approval as to form, and submit to the court for signature.” This letter was filed with the district clerk, and was noted on the court’s docket sheet as, “Letter from Margaret Cooper.” Judge Cooper signed the final judgment on January 7, 2009, and issued findings of fact and conclusions of law on March 13, 2009. While.Judge Cooper made an election under section 75.001 of the government code to sit by assignment after her retirement, it is undisputed that she was not sitting by assignment at the time she signed either the final judgment or the findings of fact and conclusions of law. See Tex. Gov’t Code Ann. § 75.001 (West 2005) (providing that judicial retiree may elect to be designated senior judge and to continue to serve as judicial officer); § 75.002 (West 2005) (providing that retired district judge may sit by assignment by presiding judge of administrative judicial region).

Greene contends that because Judge Cooper was retired and was not sitting by assignment at the time the final judgment was signed, she lacked authority to sign the judgment and the judgment is therefore void as a matter of law. See Ex parte Eastland, 811 S.W.2d 571, 572 (Tex.1991) (per curiam) (holding that trial court’s order was void because visiting judge exceeded temporal scope of his assignment); Mapco, Inc. v. Forrest, 795 S.W.2d 700, 703 (Tex.1990) (per curiam) (“A judgment is void ... when it is apparent that the court rendering the judgment had ... no capacity to act as a court.”). However, “the powers of a District Judge do not cease in their entirety upon h[er] resignation or the expiration of h[er] term of office. A judge whose term of office has ceased may perform clerical duties such as the making of Findings for the purpose of perfecting an appeal.” Crawford v. Crawford, 315 S.W.2d 190, 192 (Tex.Civ.App.-Waco 1958, no writ) (holding that where judge rendered judgment and noted it on docket sheet during term of office, but signed written judgment after vacating office, his “judicial function continued and survived after he vacated the office of District Judge, as necessary to lend efficacy, validity and legality to the act of signing the judgment”). Thus, if Judge Cooper rendered judgment prior to the expiration of her term of office on December 31, 2008, she retained judicial authority after her retirement to sign the form of the judgment and the findings of fact and conclusions of law. See id.

The State takes the position that Judge Cooper’s letter to the parties, written and filed with the clerk during her term of office, represented the rendition of final judgment and therefore preserved her authority to later sign the form of the final judgment and the findings of fact and conclusions of law. Greene argues in response that a letter to the parties cannot represent the rendition of judgment, citing to cases in which Texas courts have held that a letter to the parties does not represent a final, appealable order. See Goff v. Tuchscherer, 627 S.W.2d 397, 398-99 (Tex.1982) (stating that appellate deadlines must run from day judge signs judgment, decision, or order, and that letters to counsel are “not the kind of documents” from which appeal may be taken); see also Perdue v. Patten Corp., 142 S.W.3d 596, 603 (Tex.App.-Austin 2004, no pet.) (holding that letter to counsel did not “constitute the formal, signed order” contemplated by rule of civil procedure 329b(c) for determination of motion for new trial). However, the issue of whether the form of judgment is final for purposes of starting the timetable for appellate deadlines is distinct from the question of whether judgment has actually been rendered. See Texas Life Ins. Co. v. Texas Bldg. Co., 307 S.W.2d 149, 154 (Tex.Civ.App.-Fort Worth 1957, no writ) (“[F]rom the standpoint of ‘timetables’ for appeal, judgments have a peculiar character. As to such, it is in general the ‘record’ of the judgment which controls rather than the judgment itself.”). For example, while judgment may be rendered orally, a written and signed order recording the judgment is necessary for purposes of “measuring time for appellate steps and for determining a motion for new trial during the period of the court’s plenary jurisdiction.” Perdue, 142 S.W.3d at 602.

In short, the rendition of judgment and the signing of a written judgment are not synonymous. Burns v. Bishop, 48 S.W.3d 459, 465 (Tex.App.-Houston [14th Dist.] 2001, no pet.) (citing Tex.R. Civ. P. 306a(1)). Judgment is rendered when the trial judge declares her decision of law upon the matters at issue, either in open court or by memorandum filed with the clerk. See S & A Restaurant Corp. v. Leal, 892 S.W.2d 855, 857 (Tex.1995). Once judgment has been rendered, subsequent acts of drafting and signing a written form of judgment are merely “preparatory, administrative acts that would authenticate the record of the court’s rendition.” Burns, 48 S.W.3d at 466 (emphasis omitted). Thus, if a judge renders judgment during her term of office, that judge may then perform “the ministerial act of signing the instrument of judgment,” even after her term of office has expired. See Texas Life Ins. Co., 307 S.W.2d at 154 (“In so far as the signing of the form of judgment on January 25, 1957, was concerned, Judge Fulgham’s judicial function (existent on and before December 31, 1956) survived and continued as necessary to lend efficacy to the act.”).

A letter to the parties that describes the court’s findings and asks the parties to prepare a judgment, while insufficient to serve as an appealable order, can serve as the rendition of judgment if it is filed with the clerk. See Abarca v. Roadstar Corp. of Am., 647 S.W.2d 327, 327-28 (Tex.App.-Corpus Christi 1982, no writ). In Abarca, the court held that a letter to the parties, setting forth the trial court’s decision and requesting that a judgment be prepared, “was the rendering of the judgment in this case.” Id. at 328. Because the judge who wrote the letter died before signing the prepared judgment, his successor in office signed it instead. Id. The court of appeals determined that the new trial judge could properly sign the judgment based on the findings expressed in his predecessor’s letter, as the letter was the actual rendition of judgment and the successor’s “act in signing the formal document called the judgment merely recorded this rendition.” Id. In reaching this conclusion, the court emphasized the fact that the letter to the parties “certainly qualifies as a memorandum, and it was filed with the clerk.” Id. (citing Comet Aluminum Co. v. Dibrell, 450 S.W.2d 56, 58 (Tex.1970) (observing rule that judgment is rendered when officially announced, either orally in open court or by memorandum filed with clerk)).

The question, then, is whether Judge Cooper’s December 2 letter to the parties represented the rendition of judgment in this case, so that her subsequent act of signing the judgment was a ministerial act that “merely recorded this rendition.” Id. If so, she retained judicial capacity to sign the judgment and findings of fact, even after the expiration of her term of office. See Texas Life Ins. Co., 307 S.W.2d at 154; Crawford, 315 S.W.2d at 192. First, we note that like the letter in Abarca, Judge Cooper’s letter qualifies as a memorandum and was filed with the clerk. The body of the letter, in its entirety, is as follows:

The above-captioned matter came on for trial on the merits on October 13-15, 2008. Having heard the evidence and considered the arguments of counsel, as well as the post-trial briefing, judgment is rendered for the plaintiffs on all claims and plaintiffs are awarded their attorneys’ fees. [Counsel for the State] is requested to prepare a form of judgment, circulate to all counsel for approval as to form, and submit to the court for signature.

(Emphasis added.) The present-tense language of Judge Cooper’s letter, stating that “judgment is rendered,” indicates her intent to render judgment at that time, rather than at some point in the future once the form of judgment had been prepared. We “give deference to the trial court’s factual determination regarding whether it previously rendered judgment.” In re Dickerson, 259 S.W.3d 299, 301 (Tex.App.-Beaumont 2008, pet. denied). Judge Cooper’s letter also references the preparation of “a form of judgment,” reinforcing the distinction between the act of rendition and the ministerial act of recording the previously rendered judgment.

Greene argues that Judge Cooper’s letter cannot represent the rendition of judgment because it does not specifically state the monetary amounts awarded. While the terms of a final judgment must be certain and definite, the “total amount of money need not be stated in dollars and cents if the correct amount can be ascertained by the pleadings.” Jones v. Liberty Mut. Ins. Co., 733 S.W.2d 240, 242 (Tex.App.-El Paso 1987, no writ); see also Hill v. Lyles, 81 S.W. 559, 559 (Tex.Civ.App.-Austin 1904, no writ) (“We understand the rule to be that, if the amount of the judgment can be made certain by reference to the pleadings, it is sufficient.”). Further, when the judgment “makes the figure which the clerk is to place in the writ of execution determinable by ministerial act, the judgment cannot be said to lack definiteness.” International Sec. Life Ins. Co. v. Spray, 468 S.W.2d 347, 350 (Tex.1971).

Because of the unique nature of a sales tax collection proceeding, the specific amount of the judgment could easily be ascertained by reference to the pleadings. Section 111.013 of the tax code provides that in a suit involving the establishment or collection of certain taxes, including sales tax, a delinquency certificate from the Comptroller is prima facie evidence of:

(1) the stated tax or amount of the tax, after all just and lawful offsets, payments, and credits have been allowed;
(2) the stated amount of penalties and interest;
(3) the delinquency of the amounts; and
(4) the compliance of the comptroller with the applicable provisions of this code in computing and determining the amount due.

Tex. Tax Code Ann. § 111.013(a) (West 2008). The record in this case contains two relevant delinquency certificates from the Comptroller — one setting forth the sales tax liability of Legacy as a transferee of Greene’s Gold and one setting forth Greene’s individual liability under section 151.255. The form of judgment ultimately signed by Judge Cooper incorporates the amounts listed on these delinquency certificates, stating that the amounts awarded “reflect the state, city, and transit authority sales tax, penalties, and interest shown on the Trial Certificate calculated through October 13, 2008.” The prejudgment interest listed on the form of judgment is also consistent with the delinquency certificates, which provide that after October 13, 2008, additional interest will accrue at $181.34 per day for Legacy and $116.05 per day for Greene. In rendering judgment in favor of the State on all claims, Judge Cooper’s letter necessarily awarded the amounts of taxes, penalties, and interest stated on the Comptroller’s delinquency certificates.

In addition to the delinquent tax amounts, Judge Cooper’s letter also awards the State its attorneys’ fees. While the appropriate attorneys’ fee award is not ascertainable from the Comptroller’s delinquency certifícate, at the time the letter was written, there remained no question of fact for the trial court to resolve other than the discretionary matter of whether to award fees at all. The parties stipulated at trial to the amount of attorneys’ fees incurred by the State, the appropriate amount of conditional appellate fees, and the reasonableness and necessity of such fees. Greene declined to stipulate to his liability for fees, given his position that he was not subject to director and officer liability, but he agreed that in the event fees were awarded, the amount sought by the State — $56,000 for trial and a total of $5,000 for appeals to this Court and the supreme court — was reasonable and necessary. Accordingly, the only unsettled matter left before the trial court was whether to award the stipulated fees to the State. By awarding the State its attorneys’ fees, Judge Cooper’s letter necessarily awarded the amounts stipulated to by the parties. These amounts were ultimately reflected in the form of judgment.

Based on the unique facts of this case, in which the amount of tax liability was clearly delineated by the Comptroller’s delinquency certificate and the appropriate amount of an attorneys’ fee award had been resolved by stipulation of the parties, we conclude that Judge Cooper’s letter, stating that “judgment is rendered” for the State on all claims, was sufficiently definite to constitute the rendition of judgment. See Jones, 733 S.W.2d at 242; Hill, 81 S.W. at 559.

Greene also argues that Judge Cooper’s failure to enter judgment on the court’s docket sheet prior to the expiration of her term is dispositive as to her capacity to sign the final judgment, citing Martinez v. Martinez, 759 S.W.2d 522 (Tex.App.-San Antonio 1988, no writ). In Martinez, the court stated that “a district judge who has been properly replaced by a successor has the authority to sign a written judgment after he has been replaced, provided he heard the cause and entered his judgment in the docket sheet of the cause before the expiration of his term.” Id. at 523. The court went on to hold that because the judge in question had not entered his judgment in the docket sheet before the expiration of his term, he had no authority to sign the judgment after his retirement. Id. The court did not hold, however, that entry of judgment on the docket sheet is the sole means by which a retired judge may retain the authority to sign a previously rendered judgment. The judge in Martinez failed to render judgment during his term of office, by letter to the parties or otherwise, but simply took the matter under advisement at the close of trial and then, over a year after leaving office, signed a final judgment. Id. Thus, the judge lacked capacity to sign the final judgment, not because he failed to enter his judgment on the docket sheet, but because he failed to render judgment in any manner during his term of office. . See id. (citing Texas Life Ins. Co., 307 S.W.2d at 154 (holding that docket entry, while generally insufficient to constitute judgment itself, can be evidence that judgment has been rendered)). As previously discussed, Judge Cooper, unlike the judge in Martinez, did render judgment by letter to the parties during her term of office. Furthermore, Judge Cooper’s act of rendering judgment was entered into the court’s docket sheet, with the notation, “Letter from Margaret Cooper.” Accordingly, we are not persuaded by Greene’s argument that Martinez is controlling on the issue of whether Judge Cooper retained judicial authority to sign the final judgment.

As the Texas Supreme Court held in Storrie v. Shaw, “We fail to see any sound objection to the conclusion that upon the retirement of a judge the judicial function survives and continues so far as necessary for him to complete that which reflects the operations of his own mind or relates to his own conduct in the particular case.” 96 Tex. 618, 75 S.W. 20, 22 (1903). Because the “judicial function survives” in a retired judge for the purpose of actions necessary to carry out a judgment rendered during her term of office, see id., and because Judge Cooper’s December 2 letter to the parties represents the rendition of judgment in this case, we hold that Judge Cooper retained the authority to sign the judgment and findings of fact and conclusions of law after expiration of her term of office. Greene’s third issue on appeal is overruled.

Officer & Director Liability under the Tax Code

In his remaining issues on appeal, Greene argues that the trial court erred in imposing officer and director liability against him under section 171.255 of the tax code. Specifically, Greene argues in his first issue that the notice provision in section 171.256 of the tax code creates a statutory prerequisite to the forfeiture of corporate privileges and that because the State failed to prove the Comptroller’s compliance with section 171.256, it cannot seek to impose officer and director liability against him under section 171.255. In his second issue, Greene argues that the trial court erred in relying on a “presumption of regularity” to determine that the Comptroller did in fact satisfy the notice requirements of section 171.256.

Section 171.251 of the tax code authorizes the Comptroller to forfeit the corporate privileges of a corporation that fails to file its franchise tax report or pay its franchise taxes. Tex. Tax Code Ann. § 171.251 (West 2008). Section 171.256 describes the procedure for providing notice of an impending forfeiture:

(a) If the comptroller proposes to forfeit the corporate privileges of a corporation, the comptroller shall notify the corporation that the forfeiture will occur without a judicial proceeding unless the corporation:
(1) files' [its franchise tax report within 45 days]; or
(2) pays [its delinquent franchise tax and any penalties within 45 days].
(b) The notice shall be written or printed and shall be verified by the seal of the comptroller’s office.
(c) The comptroller shall mail the notice to the corporation at least 45 days before the forfeiture of corporate privileges. The notice shall be addressed to the corporation and mailed to the address named in the corporation’s charter as its principal place of business or to another known place of business of the corporation.
(d) The comptroller shall keep at the comptroller’s office a record of the date on which the notice is mailed. For the purposes of this chapter, the notice and the record of the mailing date constitute legal and sufficient notice of the forfeiture.

Id. § 171.256. Greene takes the position that the State failed to demonstrate the Comptroller’s compliance with section 171.256 because it did not present sufficient evidence that a notice of forfeiture was mailed to Greene’s Gold at its principal place of business. Accordingly, Greene argues, the State cannot hold him individually liable under section 171.255. Section 171.255 provides, in relevant part:

If the corporate privileges of a corporation are forfeited for the failure to file a report or pay a tax or penalty, each director or officer of the corporation is liable for each debt on which the report, tax, or penalty is due and before the corporate privileges are revived. The liability includes liability for any tax or penalty imposed by this chapter on the corporation that becomes due and payable after the date of the forfeiture.

Id. § 171.255(a).

At trial, the State introduced Comptroller records showing that Greene’s Gold’s corporate privileges were forfeited for failure to satisfy franchise tax requirements on four separate occasions during the audit period. Greene does not dispute that Greene’s Gold qualified for forfeiture under section 171.251 for each of the four time periods in question, but argues that because the State failed to prove the Comptroller’s compliance with the notice requirements of section 171.256, it failed to prove that forfeiture properly occurred. Because Greene’s arguments are based on the premise that the notice requirements of section 171.256 are conditions precedent to the imposition of officer and director liability under section 171.255, we will first address this issue before considering whether such compliance was established at trial.

I. Conditions Precedent to Officer and Director Liability

There is no indication in the plain language of sections 171.255 or 171.256 that officer and director liability is contingent upon pre-forfeiture notice to the corporation. This Court recently addressed a similar issue in State v. Montano, holding that while the Texas Ethics Commission is statutorily required to provide notice of late-filed financial disclosure and campaign finance reports, notice is not a prerequisite for the imposition of penalties for late-filed reports. 313 S.W.3d 854, 857-58 (Tex.App.-Austin 2010, no pet.). In reaching this conclusion, this Court stated:

The statute is the notice of both the requirement and the deadline. Missing the statutory deadline implicates a statutory penalty. The fact that the TEC is required to send notice of a determination that a penalty will be imposed does not affect the fact that filers are statutorily on notice of the requirement to file, the deadline for filing, and the penalties for late filing.

Id. at 857. Similarly, officers and directors are statutorily on notice that a corporation’s failure to fulfill franchise tax requirements will result in the forfeiture of corporate privileges, which in turn will subject them to personal liability for debts incurred during the time of forfeiture. See Tex. Tax Code Ann. §§ 171.251, .255. The connection between the notice requirement of section 171.256 and the personal liability imposed under section 171.255 is in fact weaker than the connection between the provisions at issue in Montano, as the election code at least requires that notice be given to the same party against whom penalties would be assessed. In contrast, the tax code contains no requirement that the Comptroller notify the officers and directors themselves of the impending forfeiture of corporate privileges, requiring only that notice be mailed to the corporation. See id. § 171.256.

In support of his argument that the notice requirement is a condition precedent to officer and director liability, Greene cites Virtual Healthcare Services, Ltd. v. Laborde, 193 S.W.3d 636 (Tex.App.-Eastland 2006, no pet.). The court in La-borde held that a corporation’s officer and director, a Louisiana resident, was not subject to personal jurisdiction for purposes of personal liability under section 171.255 because the Comptroller had improperly mailed the forfeiture notice under section 171.256 to an address that did not qualify as the “principal place of business” ' or “another known place of business of the corporation.” Id. at 645 (citing Tex. Tax Code Ann. § 171.256(c)). Citing this failure to comply with the notice requirements, as well as the evidence that the officer had no actual notice of the forfeiture, the court held that an exercise of jurisdiction over the officer would not comport with traditional notions of fair play and justice. Id. Laborde is distinguishable from the present case in two significant ways. First, the holding in Laborde did not turn on the statutory language of the tax code, but on the principle that the exercise of personal jurisdiction over a nonresident defendant must “comport with traditional notions of fair play and substantial justice” in order to satisfy due process. Id. at 644; see also International Shoe Co. v. Washington, 326 U.S. 310, 316, 66 S.Ct. 154, 90 L.Ed. 95 (1945). Second, the Laborde holding was based in part on the evidence that the officer never received actual notice of the forfeiture. See 193 S.W.3d at 645 (determining that exercise of personal jurisdiction would be unjust because “Laborde did not have knowledge of the forfeiture when [the corporation] incurred the debt — either by proper statutory notice from the comptroller to [the corporation] or other notice ”) (emphases added). In the present case, we are not confronted with the constitutional safeguards related to the exercise of personal jurisdiction over nonresident defendants, nor is there any question that Greene received actual notice of the forfeitures of Greene’s Gold’s corporate privileges, given that the necessary steps were taken to revive privileges after each forfeiture and that Greene was the sole officer and director of the corporation. Accordingly, we are not persuaded that Laborde compels any particular disposition of the questions presented by the instant case.

We may not judicially amend a statute to add new requirements. See Lee v. City of Houston, 807 S.W.2d 290, 295 (Tex.1991). Had the legislature intended to make officer and director liability under section 171.255 contingent on compliance with the notice requirements of section 171.256, it could have done so. Otherwise, we are constrained to the plain language of the statute, which provides only that officers and directors are liable for debts of the corporation incurred during periods of forfeiture, subject to certain exceptions not applicable to the present case. See Tex. Tax Code Ann. § 171.255. As a result, we hold that the notice requirements of section 171.256 are not conditions precedent to officer and director liability under section 171.255.

Greene also argues that because sections 171.255 and 171.256 contain no provision for notice to the officers and directors themselves before personal tax liability attaches, they violate due process and are facially unconstitutional. He further contends that these statutory provisions are unconstitutional as applied to him in this case because the trial court did not require the State to prove that notice had been sent to the address required by section 171.256, and by extension, to Greene personally.

The imposition of tax liability without prior notice and a hearing does not represent an unconstitutional deprivation of due process when the tax code allows for a de novo review of the party’s tax liability in state court. See Texas Alcoholic Beverage Comm’n v. Macha, 780 S.W.2d 939, 942 (Tex.App.-Amarillo 1989, writ denied). A trial de novo affords “an adequate legal remedy to the taxpayer wishing to challenge the amount of assessment, the validity of the tax, or the authority of the official enforcing it.” Id. at 944 (citing Cobb v. Harrington, 144 Tex. 360, 190 S.W.2d 709, 713 (1945)). “Judicial review by trial de novo is clearly adequate to assure against the risk of mistaken deprivation.” Id.; see also Big D Bamboo, Inc. v. State, 567 S.W.2d 915 (Tex.App.-Beaumont 1978, no writ) (holding that lack of hearing prior to filing of tax suit did not deprive appellants of any constitutional rights because “[a]ppellants were entitled to a full and complete hearing on their tax liability in the district court”). Officers and directors are entitled to a full and complete hearing on their tax liability in district court. See Tex. Tax Code Ann. § 111.010 (West 2008) (authorizing attorney general to file suit to recover taxes); § 112.052 (West 2008) (governing taxpayer suits after payment of taxes under protest); § 112.151 (West 2008) (governing taxpayer refund suits); see also Herrera v. State, No. 03-01-00101-CV, 2002 WL 185476, at *1 n. 4, 2002 Tex.App. LEXIS 951, at *5 n. 4 (Tex.App.-Austin Feb. 7, 2002, no pet.) (not designated for publication) (identifying suit under section 111.010 as “de novo action by the State to collect delinquent tax”). During these hearings, officers and directors may seek to avoid personal liability by showing that the debt was incurred over their objection or without their knowledge. See Tex. Tax Code Ann. § 171.255(c). Officers and directors are also statutorily on notice that the corporation’s failure to fulfill franchise tax obligations may result in personal liability under section 171.255. See Montano, 313 S.W.3d at 857 (“The statute is the notice of both the requirement and the deadline.”); see also Tex. Tax Code Ann. §§ 171.151-.214 (West 2008) (describing franchise tax filing and record-keeping obligations and deadlines). In light of the statutory notice and the opportunity for a de novo review in district court, we hold that tax code sections 171.255 and 171.256 do not violate due process.

II. Compliance with Section 171.256

Even if we did consider compliance with section 171.256 to be a prerequisite for officer and director liability under 171.255, the State sufficiently established that the Comptroller fulfilled the statutory requirements in this case. At trial, the State presented the Comptroller’s record of Greene’s Gold’s franchise tax history, which contained four separate, dated entries marked, “DELINQUENT NOTICE.” Each notice entry was followed by an entry marked, “FORFEIT CORP PRIV,” each of which was dated at least 45 days after the notice entry, consistent with the requirement that notices be mailed at least 45 days prior to forfeiture. See Tex. Tax Code Ann. § 171.256(c); These records are sufficient to fulfill the statutory requirement that the Comptroller maintain a record of the date on which a pre-forfei-ture notice is mailed. See id. § 171.256(d).

While Greene contends that the State was also obligated to produce copies of each notice of impending forfeiture or records indicating the contents of each notice and the address to which it was sent, there is no basis in the plain language of section 171.256 for such an obligation. The only record-keeping requirement imposed on the Comptroller is to maintain “a record of the date on which the notice is mailed.” Id. § 171.256(d). Greene points to the second sentence of subsection (d), which provides that “the notice and the record of the mailing date constitute legal and sufficient notice of the forfeiture,” in support of his argument that the Comptroller must maintain a copy of the written notice itself in addition to a record of the mailing date. Id. However, words and phrases in a statute must be read in context. See Tex. Gov’t Code Ann. § 311.011(a) (West 2005). Section 171.256(d), in its entirety, states, “The comptroller shall keep at the comptroller’s office a record of the date on which the notice is mailed. For the purposes of this chapter, the notice and the record of the mailing date constitute legal and sufficient notice of the forfeiture.” Tex. Tax Code Ann. § 171.256(d). Under the plain language of the statute, the only record required to be kept “at the comptroller’s office” is the record of the mailing date. Id. To require the Comptroller to maintain both a record of the mailing date and a copy of the notice itself would require us to read extra words into the statute, which we cannot do. See Lee, 807 S.W.2d at 295 (explaining that courts may not judicially amend statutes by adding words). Furthermore, a reading of the statute that requires the Comptroller to keep a copy of the notice, which presumably would be dated, would render the language requiring a record of the mailing date superfluous. See Columbia Med. Ctr. v. Hogue, 271 S.W.3d 238, 257 (Tex.2008) (“The Court must not interpret the statute in a manner that renders any part of the statute meaningless or superfluous.”). We interpret the language stating that “the notice and the record of the mailing date constitute legal and sufficient notice of the forfeiture,” to indicate that by mailing the notice and maintaining a record of the date it was mailed, the Comptroller has fulfilled its obligation to provide notice.

In light of the foregoing, we hold that the State established the Comptroller’s compliance with tax code section 171.256 by producing records of the mailing date of a pre-forfeiture notice for each of the four periods of forfeiture for which it sought to hold Greene personally liable.

We overrule Greene’s first and second issues on appeal.

CONCLUSION

We affirm the trial court’s judgment.

      . Despite the downward adjustments made by the Comptroller after its redetermination of the audit results, the accumulation of interest caused Greene’s Gold’s amended tax liability to exceed the original liability amount.

      . Greene was the sole officer and director of Greene’s Gold.

      . The judgment also assessed prejudgment interest against Legacy at $181.34 per day after October 13, 2008, the date through which liability was calculated for purposes of the Comptroller’s trial certificate. See Tex. Tax Code Ann. § 111.013 (West 2008) (providing that in tax collection suit, "a certificate of the comptroller that shows a delinquency is pri-ma facie evidence” of stated amount of tax, penalties, and interest). Greene was found jointly and severally liable for prejudgment interest in the amount of $116.05 per day.

      . Legacy did not appeal the trial court’s judgment.

      . The State was entitled to recover attorneys' fees under government code section 2107.006, which provides that “the attorney general may recover reasonable attorney fees” in any proceeding in which the State seeks to collect or recover a delinquent obligation. Tex. Gov't Code Ann. § 2107.006 (West 2008).

        . Officers and directors may avoid liability for debts of the corporation incurred over their objection or without their knowledge. See Tex. Tax Code Ann. § 171.255 (West 2008). The trial court determined that Greene did not qualify for this exception to personal liability, and Greene does not argue otherwise on appeal.

      . This argument appears to be based on the notion that notice mailed to the corporation's principal place of business as required by section 171.256 could also be considered notice to the corporation’s officers and directors. Specifically, Greene argues, "Unless Sections 171.255 and 171.256(c) are construed in a manner to provide notice to both the corporation at the address stated in the statute and to its officers and directors at that same address, both Sections 171.255 and 171.256 are unconstitutional as applied by the trial court in this case.”

      . Given our determination that the State conclusively established compliance with the notice requirement under section 171.256, we need not address the question of whether the State had the burden of proving such compliance or whether, as the State contends, Greene bore the burden of proving lack of notice as an affirmative defense. Similarly, because section 171.256 contains no requirement that the Comptroller maintain a record of the address to which the notice was sent, we need not reach Greene’s argument that the trial court improperly relied on a common-law rule presuming the regularity of official acts in determining that the notice was mailed to the address listed by Greene’s Gold on all documents filed with the Comptroller.