Roda Drilling Company v. Siegal , 442 F. App'x 391 ( 2011 )

FILED
United States Court of Appeals
Tenth Circuit
October 20, 2011
UNITED STATES COURT OF APPEALS
Elisabeth A. Shumaker
Clerk of Court
TENTH CIRCUIT
RODA DRILLING COMPANY;
RODA, LLC; ROLAND ARNALL;
DAWN ARNALL; and THE ROLAND
AND DAWN ARNALL LIVING
TRUST,
Plaintiffs-Appellees,
v. No. 10-5139
RICHARD SIEGAL, an individual; (D.C. No. 4:07-CV-00400-GFK-FHM)
BIPPY SIEGAL, an individual; (N.D. Okla.)
PALACE EXPLORATION
COMPANY, a corporation; PALACE
OPERATING COMPANY, a
corporation; B&R EXPLORATION
CO., INC.; BISTATE OIL
MANAGEMENT CORPORATION;
and OIL AND GAS TITLE HOLDING
CORPORATION,
Defendants-Appellants.
ORDER AND JUDGMENT *
Before LUCERO, and MATHESON, Circuit Judges, and FREUDENTHAL,
District Judge. **
*
This order and judgment is not binding precedent, except under the doctrines of
law of the case, res judicata, and collateral estoppel. It may be cited, however, for its
persuasive value consistent with Fed. R. App. P. 32.1 and 10th Cir. R. 32.1.
**
The Honorable Nancy D. Freudenthal, Chief United States District Judge for the
District of Wyoming, sitting by designation.
This case involves a contract dispute between business entities concerning
the interpretation of a settlement agreement designed to resolve earlier litigation
arising from the refusal by Defendants-Appellants (Palace) to transfer record title
to oil and gas properties to Plaintiffs-Appellees (RoDa). By consent, the earlier
litigation was referred to the district court magistrate judge for resolution. The
Parties settled their earlier litigation by agreement, which provided in part for
Palace to assign specified oil and gas properties to RoDa (Agreement). The
Agreement also provided that, upon motion, the district court magistrate judge
would reopen the earlier litigation if a dispute arose among the Parties, and the
magistrate judge would resolve the matter by Opinion and Order rather than by
Report and Recommendation.
A dispute arose concerning whether the Agreement requires Palace to
assign to RoDa an overriding royalty interest reserved to Palace under an
assignment of Palace’s working interest to Brigham Oil & Gas, L.P. (Brigham).
The assignment and overriding royalty interest covered the Bakken Shale
Formation in lands located in North Dakota (the Bakken Override). The Parties
both argue the Agreement is not ambiguous and should be enforced according to
its terms. However, RoDa argues the Bakken Override is included within
Palace’s obligation under paragraph 4(I) of the Agreement to “transfer, assign and
deliver to the RoDa Parties all of the Palace Parties’ interests, in those interests,
properties and assets” in exploratory acreage or held-by-production acreage in
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North Dakota. Palace argues the Bakken Override is not included among the
interests listed in the Agreement and is neither exploratory acreage nor acreage
held-by-production and, therefore, it is not encompassed by the terminology used
by the Parties to describe the interests that Palace must transfer.
We conclude the district court magistrate judge correctly ordered Palace to
convey the Bakken Override to RoDa. Exercising jurisdiction under 28 U.S.C. § §
636(c)(3) and 1291, we accordingly AFFIRM.
I. Background
1. The Parties’ Relationship and History 1
In April 2002, RoDa met with Palace to investigate potential oil and gas
investments, which would be managed by Palace. After several discussions,
RoDa provided Palace $25 million as an initial capital contribution. During the
following years, RoDa invested nearly $2 billion dollars in Palace.
In approximately 2005, RoDa became concerned about its investments with
Palace and retained consultants to investigate how Palace was using the money.
As a result of the consultant’s findings, RoDa requested transfer of title to several
properties that Palace purchased with RoDa’s investment money. Palace refused
to transfer record title to any of the properties.
1
These facts come from a prior Tenth Circuit Opinion involving the same parties.
See Roda Drilling Co., v. Siegal, 552 F.3d 1203 (10th Cir. 2009).
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In 2007, RoDa filed a complaint against Palace alleging fraud, breach of
contract, and breach of duty with respect to its oil and gas investments. Palace
filed several counter-claims against RoDa.
In 2008, RoDa sought a preliminary injunction against Palace, seeking
transfer of all properties purchased by Palace with RoDa’s investment funds. The
district court magistrate judge granted the preliminary injunction, which was
affirmed by this court. See Roda Drilling Co. v. Siegal, 552 F.3d 1203, 1215
(10th Cir. 2009).
2. The Agreement
In 2009, RoDa and Palace (the Parties) entered into an Agreement in which
they agreed to release their claims against one another. Section 4(I) of the
Agreement provided for Palace to assign specified oil and gas properties to RoDa
as follows:
The Palace Parties further agree to transfer, assign and deliver to the
RoDa Parties all of the Palace Parties’ interests in those interests,
properties and assets set forth in subparagraphs A-G below, which
were acquired for the joint account of the RoDa Parties and the
Palace Parties. 2 The parties agree that the Palace Parties’ interests in
those interests, properties and assets have a value as of July 1, 2009
as set forth in subparagraphs A-G below. The values for the Palace
Parties’ interests in the interests, properties and assets referenced in
Subparagraphs A, B, and D, below, are based on the Palace Parties
owning the interests/acreage reflected on Exhibit B-1 hereto . . . .
...
2
Palace has not asserted that the Bakken Override does not qualify as a property or
interest acquired for the Parties’ joint account.
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In the event the Palace Parties own lesser interests than [is] reflected
on Exhibit[] B-1 . . . then the Palace Parties shall pay the RoDa
Parties upon demand an amount in cash equal to such value
differential. In the event the Palace Parties own greater interests than
[is] reflected on Exhibit[] B-1 . . . such that the values herein are
understated, then the RoDa Parties shall credit such excess amount
against the cash payments to be made by the Palace Parties under
paragraph 9 of this Agreement.
A. The Palace Parties’ interests in all exploratory acreage wherever
located . . .
D. The Palace Parties’ interests in all “held-by-production” acreage in
North Dakota . . .
Aplt. App., at 447.
The Agreement further states that Palace’s “interests in the exploratory
acreage have an agreed value of $[redacted] million” and that Palace’s “interests
in all ‘held-by-production’ acreage have an agreed value of $[redacted] million.”
Id. at 448. These values are “based on . . . Palace . . . owning the
interests/acreage reflected on Exhibit B-1” to the Agreement.” Id.
Section 16 of the Agreement states that the Agreement’s terms “shall be
construed, interpreted, and governed by the laws of the State of Oklahoma.” Id. at
466. 3
3. The Dispute
3
Both Parties agree that the contract dispute in this case is governed by Oklahoma
state law.
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Shortly after they entered into the Agreement, a dispute arose concerning
whether the Agreement requires Palace to convey its interests in the Bakken Shale
Formation to RoDa. For the Parties’ joint account, Palace acquired oil, gas, and
mineral leases in the Bakken Shale Formation. In October 2005, Palace assigned
its working interests 4 in the Bakken Shale Formation to Brigham. In making this
assignment, Palace reserved an overriding royalty interest in the prospective oil
and gas revenue that Brigham might generate from its working interests in the
Bakken Shale Formation.
The Parties’ dispute concerns whether the terms of the Agreement require
Palace to transfer the Bakken Override to RoDa. In resolving this dispute, the
district court magistrate judge rejected Palace’s argument that an overriding
interest is somehow excepted from the broad terms of the Agreement requiring
Palace to transfer, assign and deliver to . . . RoDa all of Palace’s interests in those
interests, properties and assets in exploratory and held-by-production acreage in
North Dakota. In support of this ruling, the court explained:
The word “all” encompasses every interest Palace
possesses in the particular land that is either exploratory or
4
A working interest is defined in Oklahoma Statute, Title 52, Section 570.2(12) to
mean the interest in a well entitling the owner thereof to drill for and produce oil and gas,
including by not limited to the interest of a participating mineral owner to the extent
[allowed by Oklahoma’s conservation regulations.] See also Black’s Law Dictionary
1745 (9th ed. 2009) (defining a working interest as “[t]he rights to the mineral interest
granted by an oil-and-gas lease, so called because the lessee acquires the right to work on
the leased property to search, develop, and produce oil and gas, as well as the obligation
to pay all costs”).
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held-by-production acreage in North Dakota. The Parties’
use of the word ‘all’ and the absence of any provision
specifically excepting the Bakken Override from Palace’s
obligation to transfer evinces an intention that the Bakken
Override be transferred. Any other interpretation places an
unnatural construction on the language employed by the
parties.
RoDa Drilling Co. v. Siegal, 2010 U.S. Dist. LEXIS 101704, at *9 (N.D. Okl. Sept.
10, 2010)
The district court magistrate judge also rejected Palace’s argument that the
Agreement provides for the transfer of only those properties listed in Exhibit B-1
to the Agreement. The magistrate judge reasoned that the Agreement does not link
Palace’s obligation to transfer interests to the agreed value the Parties assigned to
Palace’s interests, which is further supported by the recognition in the Agreement
that Exhibit B-1 may be inaccurate or incomplete. Therefore, “Palace’s attempt
to cast the Exhibit B-1 list as the finite expression of the properties to be
transferred must fail as being contrary to the language of the Settlement
Agreement.” Id. at *11.
II. Analysis
1. Standard of Review
Both this Circuit and the Oklahoma Supreme Court have stated that “[t]he
proper construction of a contract is a question of law [that is] review[ed] de
novo.” Penncro Assocs. v. Sprint Spectrum, L.P., 499 F.3d 1151, 1155 (10th Cir.
2007); See also May v. Mid-Century Ins. Co., 151 P.3d 132, 140 (Okl.2006)
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(“Under Oklahoma law, the interpretation of a contract is a question of law
reviewed de novo.”).
2. The Unambiguous Agreement
When sitting in diversity jurisdiction, this court applies the most recent
version of the law articulated by the state’s highest court. First American
Kickapoo Operations, L.L.C. v. Multimedia Games, 412 F.3d 1166, 1172 (10th
Cir.2005). In Oklahoma, “[i]f a contract is complete in itself, and when viewed
as a totality, is unambiguous, its language is the only legitimate evidence of what
the parties intended.” 5 Pitco Production Co. v. Chaparral Energy, Inc., 63 P.3d
541 (Okl. 2003). The Parties agree the Agreement is unambiguous as to the
interests Palace is to convey to RoDa. We agree.
The granting clause, Section 4(I) of the Agreement, is neither ambiguous
nor susceptible to more than one interpretation. Section 4(I) requires Palace to
transfer, assign and deliver to RoDa “all of the Palace Parties’ interests in . . .
[t]he Palace Parties’ interests in all exploratory acreage wherever located . . .
[and] [t]he Palace Parties’ interests in all “held-by-production” acreage in North
Dakota. The phrases “exploratory acreage” and “‘held by production’ acreage”
can only be understood as a shorthand reference to how mineral rights or
5
By Oklahoma statute, “[t]he words of a contract are to be understood in their
ordinary and popular sense, rather than according to their strict legal meaning, unless
used by the parties in a technical sense, or unless a special meaning is given to them by
usage, in which case the latter must be followed.” 15 O.S.1991 § 160.
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leasehold or working interests are held. If mineral rights are held by production
from producing wells on a lease or within a unit, another entity cannot obtain a
present right to explore for oil and gas. See French Energy, Inc. v. Alexander,
818 P.2d 1234, 1238 (Okl.1991).
French involved a purchaser of an oil and gas lease at judicial sale who
sued, seeking damages or, alternatively, rescission of lease and restitution,
because the estate did not hold the interest that was the subject of the sale.
Shortly after its purchase of the lease, French learned the mineral rights it had
purchased were subject to a pre-existing lease which remained in force based on
production from another section within the unit. French demanded the return of
its money. The estate refused arguing the doctrine of caveat emptor was
dispositive of the issue and the estate could and did sell only what interest it had
to sell. Id. at 1236.
The trial court granted summary judgment in favor of the estate, which was
affirmed by the appellate court on grounds that French should have raised a
breach of warranty argument and, having failed to do so, did not meet its burden
to overcome the estate's motion for summary judgment. The Oklahoma Supreme
Court granted certiorari and reversed the lower courts on the grounds of unjust
enrichment. In explaining its ruling, the court noted, “[i]n the present case, the
mineral rights French thought it was purchasing were being held by production
from within the unit. The contract, in clear and unambiguous terms, purported to
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convey the present right to explore for oil and gas. However, there was nothing to
convey. To allow [the estate] to keep the bonus money in exchange for nothing
would result in them being substantially and unjustly enriched.” Id. at 1238.
Looking to the French case to differentiate and assist in defining the
phrases at issue in this case, we understand the phrase “‘held by production’
acreage” to refer to mineral rights or leasehold or working interests which are
held by production from producing wells. We understand the phrase “exploratory
acreage” to refer to mineral rights or leasehold or working interests held by an
entity possessing a present right to explore for oil and gas.
Therefore, we agree with Palace’s argument that the Bakken Override is not
a mineral right or a leasehold or working interest that can be explored or held by
production. However, this is not the issue presented. The key issue is whether
the Bakken Override is one of Palace’s interests in an interest owned by Palace in
a leasehold or working interest that can be explored or held by production. We
conclude it is.
The Oklahoma Supreme Court defines an overriding royalty as “a certain
percentage of the working interest which as between the lessee and the assignee is
not charged with the cost of development or production. XAE Corp. v. SMR
Property Management Co., 968 P.2d 1201, 1206 (Okl.1998)(citations omitted).
As the owner of the Bakken Override, therefore, Palace owns a percentage of the
working interest free of the burdens normally incident to the working interest, in
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the Bakken Formation. No party argues that the Bakken Formation is anything
other than exploratory acreage or held-by-production acreage in North Dakota.
It is true, as argued by Palace, that the nature of an overriding royalty
interest is such that it attaches only when oil and gas are reduced to possession.
Id. at p. 1207. However, neither the point of attachment nor the vesting of the
overriding royalty owner’s right to receive payment change the overriding royalty
interest to anything other than an interest owned by Palace in Brigham’s working
interest in the Bakken Formation. Palace’s overriding royalty interest was created
from the working interest acquired by Palace for the joint account of RoDa and
Palace. The Bakken Formation working interest was then assigned by Palace to
Brigham, and the carved-out overriding royalty interest was reserved to Palace
under the terms of the 2005 assignment.
Further and in addition to the reasons articulated by the district court
magistrate judge, we conclude that, had the Parties desired to exclude the Bakken
Override from Palace’s transfer obligations, they could have limited Section
4(i)(A) and (D) to include only Palace’s working interests in all exploratory
acreage wherever located and Palace’s working interests in all “held-by-
production” acreage in North Dakota. Palace owns no working interests in the
Bakken Formation, having previously conveyed this interest to Brigham. That,
however, does not mean Palace owns no interest in any working interest covering
the Bakken Formation. We will not rewrite a clear and unambiguous contractual
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provision to provide Palace with the relief requested. See Simpson v. Farmers
Ins. Co., Inc., 981 P.2d 1262, 1266 (Okl.1999)(“to rewrite clear and unambiguous
policy provisions . . . would require us to indulge in the sort of ‘loose and ill-
considered judicial interpretation,’ which we criticized in Max True Plastering,
1996 OK 28 at ¶ 24, 912 P.2d 861.”)
III. Conclusion
For the foregoing reasons, we AFFIRM the district court magistrate judge’s
decision requiring Palace to transfer its interest known as the Bakken Override to
RoDa.
Entered for the Court
Nancy D. Freudenthal
Chief District Court Judge
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