Armour Pipe Line Company, Mary Patricia Cashman, Joan Cashman, Noreen Cashman, Cathleen Cashman, and Caroline Dechant v. Sandel Energy, Inc. ( 2022 )

Affirmed and Opinion filed September 29, 2022.
In The
Fourteenth Court of Appeals
NO. 14-20-00412-CV
ARMOUR PIPE LINE COMPANY, MARY PATRICIA CASHMAN, JOAN
CASHMAN, NOREEN CASHMAN, CATHLEEN CASHMAN, AND
CAROLINE DECHANT, Appellants
V.
SANDEL ENERGY, INC., DOUBLE H INVESTMENTS, L.P., LAURA
SANDEL GILBREATH, KERCO ASSET MANAGEMENT, LLC,
SUCCESSOR IN INTEREST TO KERRI A. COLEMAN D/B/A KERCO,
EDDIE THOMPSON AND EDNA ANN TEPE THOMPSON, CO-
TRUSTEES OF THE EDGAR CARMEN THOMPSON FAMILY TRUST B,
BILL AND LYNN MIZELL, JOE B. SANDEL, RICKY W. SLEDGE, AND
CML EXPLORATION, LLC, Appellees
On Appeal from the 12th District Court
Grimes County, Texas
Trial Court Cause No. 32962
OPINION
In an assignment of interests in oil and gas leases, the assignors purported to
reserve an overriding royalty interest in some of the leases in favor of one assignor.
A dispute arose as to the validity of that attempted reservation. The trial court
granted the assignee’s summary-judgment motion because the assignor was merely
a lienholder and did not possess title to the leases at the time of the assignment.
Because the assignor was a “stranger to title” with respect to the leases, the trial
court determined that the attempted reservation of the overriding royalty interest
was void. On appeal, the assignor asserts that the trial court erred based on the
doctrine of estoppel by deed and because no summary-judgment ground
challenged its promissory-estoppel claim. The assignor contends that the trial court
erred in denying its motion for summary judgment as to the assignee’s claims. The
assignor also asserts that the trial court erred in granting interpleader relief to the
party who deposited funds attributable to the disputed interest into the registry of
the court. Sisters claiming to be the successors of the other assignors argue that the
trial court erred in granting summary judgment as to their claims because if the
attempted reservation was void, then they argue the purported royalty remained
with the other assignors rather than passing to the assignee. Concluding that the
appellants have not shown error in the trial court’s judgment, we affirm.
I. FACTUAL AND PROCEDURAL BACKGROUND
Effective July 1, 1999, appellant Armour Pipe Line Company (“Armour”),
Cashco L.L.C., Cashco Oil Company, Thomas J. Cashman, Individually and as
Trustee under Eugene C. Cashman Children’s Grimes County, Texas Irrevocable
Trusts dated September 30, 1976, Eugene C. Cashman, Eugene C. Cashman d/b/a
Cashman Oil & Gas and d/b/a Cashman Oil & Gas Company, and Eloc Oil & Gas
Company, Inc. (collectively the “Assignors”) executed an assignment (the “First
Assignment”) in which they:
(1) conveyed and assigned to appellee Sandel Energy, Inc. “any and
all of Assignors’ right, title and interest in and to [99 Oil, Gas, and
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Mineral Leases described in Exhibits A and A-1 to the First
Assignment],
(2) conveyed and assigned to Sandel “any and all of Assignors’ right,
title and interest in [13 wells described in Exhibit B to the First
Assignment],”
(3) excepted and reserved unto Eugene C. Cashman and his respective
heirs, administrators, successors, and assigns a specified overriding
royalty interest in 23 of the Leases—those listed in Exhibit A to the
First Assignment, and
(4) purported to except and reserve unto Armour and its respective
heirs, administrators, successors, and assigns a specified overriding
royalty interest in the oil, gas, and other minerals produced and saved
from the 76 leases listed in Exhibit A-1 to the First Assignment
(hereinafter the “Purported Royalty”).
In this opinion, we refer to the 76 leases listed in Exhibit A-1 to the First
Assignment collectively as the “Subject Leases.” The Assignors did not make any
general warranty of title, but they did make a special warranty of title against any
person claiming title by, through, or under the Assignors, and limited to “the
purchase price of said lease and said wells, herein.”
Summary-judgment evidence showed that in 1992 Armour purchased certain
non-recourse mortgage notes, becoming a lienholder in the Subject Leases. The
documents evidencing the transfer of the liens were not filed in the Grimes County
real property records. There is no evidence that Armour ever foreclosed on any lien
in the Subject Leases or ever held title to the Subject Leases. For the purposes of
this opinion, we presume that, at the time of the First Assignment, Armour was a
lienholder in the Subject Leases who had not foreclosed any of those liens and did
not hold title to any of the Subject Leases. As part of this transaction, Armour
released all liens it held in any of the leases involved in the First Assignment,
including the Subject Leases (the “Release”).
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In a second assignment, effective July 1, 2000, Armour sold the Purported
Royalty to Sandel Energy to the extent it applied to existing wells, but Armour did
not assign the Purported Royalty as to any well drilled in the future (the “Second
Assignment”).
In 2011, Sandel Energy, on its own behalf and on behalf of certain
“partners” executed a farmout agreement with appellee CML Exploration, LLC.
CML then drilled several successful wells on leases subject to the Purported
Royalty. CML concluded that the purported exception and reservation of the
Purported Royalty unto Armour was “ineffective.” Recognizing that a dispute
likely would arise as to the validity of the Purported Royalty, CML held in
suspense the funds that would be subject to the Purported Royalty if it were valid.
Appellees/plaintiffs Sandel Energy, Inc., Double H Investments, L.P., Laura
Sandel Gilbreath, Kerco Asset Management, LLC, Successor in Interest to Kerri A.
Coleman d/b/a KERCO, Eddie Thompson and Edna Ann Tepe Thompson, Co-
Trustees of the Edgar Carmen Thompson Family Trust B, Bill and Lynn Mizell,
Joe B. Sandel, and Ricky W. Sledge (collectively the “Sandel Parties”) filed suit
against Armour and CML. The Sandel Parties sought a declaratory judgment that
any purported reservation in the First Assignment in favor of Armour is of no legal
force or effect and is void. In the alternative, the Sandel Parties sought a
declaratory judgment that to the extent Armour had a valid claim to the Purported
Royalty, all such rights were extinguished and the Purported Royalty is of no
further legal force or effect, resulting in Armour having no claim to the Purported
Royalty. The Sandel Parties sought the alternative declaration based on Armour’s
forfeiture, in February 2003, of Armour’s certificate of authority to do business in
Texas. In the alternative, the Sandel Parties asserted a trespass-to-try-title action in
which they sought judgment for title to and possession of the Purported Royalty.
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Armour answered and asserted the following counterclaims or crossclaims:
(1) a claim for declaratory relief based on the doctrine of estoppel by deed or
estoppel by contract, in which Armour sought a declaratory judgment that Armour
is the “rightful owner” of the Purported Royalty and that the suspended or withheld
royalty payments should be paid to Armour; (2) a claim for breach of contract
against Sandel Energy based on its alleged breaches of the First Assignment and of
the Second Assignment; and (3) money-had-and-received claims against the
Sandel Parties and CML. CML asserted claims seeking interpleader relief and
attorney’s fees.
Appellants/intervenors Mary Patricia Cashman, Joan Cashman, Noreen
Cashman, Cathleen Cashman, and Caroline DeChant (collectively the “Cashman
Sisters”) filed a petition in intervention as counterplaintiffs asserting that if the
First Assignment did not effectively convey and reserve the Purported Royalty
unto Armour, then the Cashman Sisters would be entitled to a declaratory
judgment that they are entitled to equal shares of the Purported Royalty as
successors in interest to all of the Assignors and as Armour’s shareholders. The
Cashman Sisters also asserted money-had-and-received claims against the Sandel
Parties and CML.
The Sandel Parties filed a summary-judgment motion and asserted various
grounds allegedly entitling them to a declaration as a matter of law regarding the
Purported Royalty (the “First Motion”). The trial court signed an interlocutory
order granting the First Motion and declaring that the Purported Royalty “is of no
legal force nor effect, resulting in [Armour], its successors and assigns having no
claim to any rights otherwise evidenced by [the Purported Royalty].” On the same
day, the trial court also granted CML’s request for interpleader relief as to the
funds attributable to the Purported Royalty. The trial court ordered CML to pay
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into the court’s registry the disputed funds, which at that time exceeded
$1,500,000, and the trial court ordered CML to continue to pay into the court’s
registry every month any funds attributable to the disputed interest. The trial court
released and discharged CML from further liability to the Sandel Parties and
Armour for payments made in compliance with the court’s order, and the trial
court awarded CML $41,437.50 in reasonable attorney’s fees to be paid out of the
funds in the registry of the court prior to payment of these funds to the prevailing
party.
CML later filed a summary-judgment motion asserting the sole ground that
the claims against CML by Armour and the Cashman Sisters fail as a matter of law
based on the trial court’s summary-judgment order in which the court granted the
First Motion (“CML’s Motion”). The trial court granted CML’s Motion and
ordered that Armour and the Cashman Sisters take nothing by their claims against
CML.
Armour and the Cashman Sisters (collectively the “Cashman Parties”) filed
a joint motion for partial summary judgment, seeking to have the trial court
reconsider its order granting the First Motion and grant declaratory relief in
Armour’s favor. The Cashman Parties also requested (1) certain declaratory relief
if Armour was not entitled to the Purported Royalty because of the temporary
absence of Armour’s certificate of authority to do business in Texas, and (2) other
declaratory relief if the First Assignment did not effectively convey and reserve the
Purported Royalty unto Armour. The Sandel Parties filed a second motion seeking
summary judgment as to the Cashman Sisters’ claims (the “Second Motion”). The
trial court denied the Cashman Parties’ motion, granted the Second Motion, and
reaffirmed the court’s prior order granting the First Motion.
The Sandel Parties filed a third summary-judgment motion seeking
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judgment as a matter of law on their request for attorney’s fees under the
Declaratory Judgments Act. The trial court granted this motion, awarding the
Sandel Parties recovery against the Cashman Parties jointly and severally for trial
attorney’s fees as well as making conditional awards of appellate attorney’s fees.
The trial court rendered a final judgment, in which the court incorporated and
attached its prior summary-judgment orders.
The Cashman Parties appealed the trial court’s final judgment to this court.
On appeal, the Sandel Parties argued that this court should uphold the order
granting the First Motion based on the “stranger to title” doctrine, under which, an
exception or reservation in favor of a purported assignor of real property who, in
fact, is a “stranger to title” owning no title to the property conveyed, conveys no
title to this stranger. See Armour Pipe Line Co. v. Sandel Energy, Inc., 546 S.W.3d
455, 465 (Tex. App.—Houston [14th Dist.] 2018, pet. denied). This court
concluded that it could not properly affirm the trial court’s granting of the First
Motion on the stranger-to-title ground because the Sandel Parties did not expressly
present that ground in the First Motion. See id. at 466. This court determined that
the trial court erred in granting the First Motion on each of the grounds the Sandel
Parties expressly presented in the First Motion and therefore the trial court erred in
declaring that the Purported Royalty “is of no legal force nor effect, resulting in
[Armour], its successors and assigns having no claim to any rights otherwise
evidenced by [the Purported Royalty].” See id. This court concluded that the trial
court erred in granting CML’s Motion and in ordering that the Cashman Parties
take nothing as to their claims against CML. See id. at 466–67. This court also
determined that the trial court did not err in denying the Cashman Parties’ cross-
motion to the extent they sought declaratory relief as a matter of law in favor of
Armour and that this court did not need to address whether the Cashman Sisters
7
were entitled to the alternative relief they requested in the cross-motion or whether
the trial court erred in granting the Second Motion. See id. at 467–68. This court
reversed all of the attorney’s-fee awards in the trial court’s judgment, as well as the
trial court’s orders granting the First Motion and granting CML’s Motion and
remanded the case to the trial court for further proceedings. See id. at 469.
On remand, the Sandel Parties filed a fourth summary-judgment motion
(“Fourth Motion”) in which they asserted traditional and no-evidence grounds
seeking summary judgment as to all of the Cashman Parties’ claims. The Sandel
Parties did not seek summary judgment on any of their claims. CML filed a motion
for a traditional summary judgment challenging the Cashman Parties’ claims
against CML (“CML’s Second Motion”). The Cashman Parties opposed the Fourth
Motion and CML’s Second Motion, and they filed a traditional motion for
summary judgment seeking (1) summary judgment against the Sandel Parties’ two
claims (for declaratory relief and trespass to try title) and (2) summary judgment in
favor of Armour on its claims for declaratory relief, breach of contract, and money
had and received (the “Cross Motion”). The Sandel Parties opposed the Cross
Motion.
The trial court held a hearing on the Fourth Motion and then a hearing on the
Cross Motion. The trial court signed an interlocutory order granting the Fourth
Motion. The trial court later signed a final judgment in which the court: (1)
incorporated by reference its 2014 order granting CML’s request for interpleader
relief, (2) incorporated by reference its order granting the Fourth Motion, (3)
granted CML’s Second Motion, (4) denied the Cross Motion to the extent the
Cashman Parties sought summary judgment on their claims for affirmative relief,
(5) dismissed without prejudice the Sandel Parties’ declaratory-judgment claim
because the court determined that its order granting the Fourth Motion rendered
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that claim moot, (6) denied the Cross Motion to the extent the Cashman Parties
sought summary judgment as to the Sandel Parties’ claims in light of the court’s
dismissal without prejudice of the Sandel Parties’ declaratory-judgment claim, (7)
denied all parties’ requests for attorney’s fees under the Declaratory Judgments
Act, (8) awarded to the Sandel Parties all of the funds deposited in the registry of
the court by CML, except the $41,437.50 in attorney’s fees that the trial court
ordered to be paid to CML out of the deposited funds in the December 1, 2014
interpleader order, and (9) awarded the Sandel Parties their taxable court costs.
II. ISSUES AND ANALYSIS
Armour and the Cashman Sisters timely perfected appeal and have filed
separate appellant’s briefs and reply briefs. The Sandel Parties have filed separate
appellees’ briefs in response to the two appellant’s briefs. In a traditional motion
for summary judgment, if the movant’s motion and summary-judgment evidence
facially establish its right to judgment as a matter of law, the burden shifts to the
nonmovant to raise a genuine, material fact issue sufficient to defeat summary
judgment. M.D. Anderson Hosp. & Tumor Inst. v. Willrich, 28 S.W.3d 22, 23 (Tex.
2000). In reviewing a no-evidence summary judgment, we ascertain whether the
nonmovant presented summary-judgment evidence raising a genuine fact issue as
to the essential elements attacked in the no-evidence motion. Johnson v. Brewer &
Pritchard, P.C., 73 S.W.3d 193, 206–08 (Tex. 2002). In our de novo review of a
trial court’s summary judgment, we consider all the evidence in the light most
favorable to the nonmovant, crediting evidence favorable to the nonmovant if
reasonable jurors could, and disregarding contrary evidence unless reasonable
jurors could not. Mack Trucks, Inc. v. Tamez, 206 S.W.3d 572, 582 (Tex. 2006).
The evidence raises a genuine fact issue if reasonable and fair-minded jurors could
differ in their conclusions in light of all of the summary-judgment evidence.
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Goodyear Tire & Rubber Co. v. Mayes, 236 S.W.3d 754, 755 (Tex. 2007).
A. Did the trial court err in failing to apply estoppel by deed to conclude
that Armour is entitled as a matter of law to a declaration that Armour
owns the Purported Royalty?
In the Fourth Motion, the Sandel Parties sought summary judgment in their
favor as to all of Armour’s claims based on various grounds, including the
following:
(1) Armour did not possess title in and to the Subject Leases at the
time of the First Assignment, and thus Armour is a “stranger to title”
with respect to the Subject Leases. As a “stranger to title” the
attempted reservation of the Purported Royalty in favor of Armour is
void and of no force and effect;
(2) all of Armour’s claims require Armour to show that it possessed
title in and to the Subject Leases at the time of the First Assignment.
Absent such title interest, Armour is a “stranger to title,” and any
purported reservation in the First Assignment in favor of Armour is
void. Armour has no competent evidence of such title.
In its order granting the Fourth Motion, the trial court did not specify the grounds
upon which the trial court relied, and therefore the trial court impliedly granted
summary judgment on each ground in the Fourth Motion, including these two
grounds. See FM Props. Operating Co. v. City of Austin, 22 S.W.3d 868, 872 (Tex.
2000).
Relying on the estoppel-by-deed doctrine, Armour sought in the Cross
Motion a declaration as a matter of law that (1) Armour owns an overriding royalty
interest in newly drilled wells on the leases assigned by the First Assignment and
the Second Assignment, and (2) the Sandel Parties do not own this overriding
royalty interest (the “Requested Declaration”). By granting the Fourth Motion, the
trial court ruled as a matter of law that this claim lacked merit based on an implied
determination that Armour is a “stranger to title” with respect to the Subject Leases
10
and therefore the attempted reservation of the Purported Royalty in favor of
Armour is void and of no force and effect. By denying the Cross Motion, the trial
court denied Armour’s summary-judgment motion asserting that as a matter of law
Armour was entitled to the Requested Declaration based on the doctrine of
estoppel by deed. Under its first issue, Armour argues that the trial court erred in
failing to apply the doctrine of estoppel by deed to conclude that Armour is entitled
as a matter of law to the Requested Declaration. Liberally construing Armour’s
brief, Armour also argues that the trial court erred in granting the Fourth Motion as
to Armour’s declaratory-judgment claim because under the doctrine of estoppel by
deed Armour was entitled as a matter of law to its Requested Declaration.
Under the estoppel-by-deed doctrine, a party to a deed is bound by the
recitals in a deed in which the party or its predecessor in title was a party if the
party is claiming title through the deed. Trial v. Dragon, 593 S.W.3d 313, 318, 320
(Tex. 2019). This court has defined a “recital” as “[t]he formal statement or setting
forth of some matter of fact, in any deed or writing, in order to explain the reasons
upon which the transaction is founded.” McMahan v. Greenwood, 108 S.W.3d 467,
484 (Tex. App.—Houston [14th Dist.] 2003, pet. denied).
Armour contends that three clauses in the First Assignment constitute
recitals that bind the Sandel Parties under the estoppel-by-deed doctrine. Armour
asserts that the following language from the granting clause estops the Sandel
Parties from denying that the Assignors owned all interests in the mineral leases
listed in Exhibits A and B to the First Assignment: “the above-named Assignors do
hereby GRANT, BARGAIN, SELL, CONVEY, AND ASSIGN to the above-
named Assignee [Sandel Energy], any and all of Assignors’ right, title and interest
in and to the Oil, Gas and Mineral Leases . . .” This part of the granting clause is
not a recital. See McMahan v. Greenwood, 108 S.W.3d at 484; Patton Children’s
11
Trust v. Hamlin, No. 07-07-0488-CV, 2008 WL 3863475, at *5 (Tex. App.—
Amarillo Aug. 20, 2008, no pet.)(mem. op). The Assignors’ statement that they
convey and assign any and all right, title, and interest in and to the mineral leases
reflects an intent to convey and assign whatever right, title, and interest the
Assignors may have had at the time of the First Assignment, rather than a
statement by the Assignors that they owned any or all of the interests in the mineral
leases listed in Exhibits A and B to the First Assignment. See Clark v. Gauntt, 161
S.W.2d 270, 271–72 (Tex. 1942); Texas Standard Oil & Gas. L.P. v. Frankel, 394
S.W.3d 753, 771 (Tex. App.—Houston [14th Dist.] 2012, no pet.). We conclude
that this language from the granting clause in the First Assignment is not a recital
that binds the Sandel Parties under the estoppel-by-deed doctrine, and therefore
this language does not estop them from denying that the Assignors owned all
interests in the mineral leases listed in Exhibits A and B to the First Assignment.
See Clark, 161 S.W.2d at 271–72; Texas Standard Oil & Gas. L.P., 394 S.W.3d at
771; McMahan, 108 S.W.3d at 484; Patton Children’s Trust, 2008 WL 3863475,
at *5.
Armour also contends that this language in the First Assignment is a recital
that binds the Sandel Parties under the estoppel-by-deed doctrine and estops them
from denying that Armour owns an overriding royalty interest in newly drilled
wells on the Subject Leases: “Assignors hereby . . . RESERVE unto ARMOUR
PIPE LINE COMPANY . . .an overriding royalty interest [in the Subject Leases].”
This part of the First Assignment is a purported reservation rather than a recital.
See McMahan, 108 S.W.3d at 484; Patton Children’s Trust, 2008 WL 3863475, at
*5. A reservation is the creation of a new right in favor of the grantor. See Target
Corp. v. D&H Props., L.L.C., 637 S.W.3d 816, 836 (Tex. App.—Houston [14th
Dist.] 2021, pet. denied). The Assignors’ attempt to reserve an overriding royalty
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interest in favor of Armour does not constitute a statement that Armour owns an
overriding royalty interest in newly drilled wells on the Subject Leases. See Target
Corp., 637 S.W.3d at 836; McMahan, 108 S.W.3d at 484; Patton Children’s Trust,
2008 WL 3863475, at *5.
Armour further argues that this language from the First Assignment is a
recital that binds the Sandel Parties under the estoppel-by-deed doctrine and estops
them from denying that they do not own an overriding royalty interest in newly
drilled wells on the Subject Leases: “Assignors hereby . . . EXCEPT . . . an
overriding royalty interest [in the Subject Leases].” This part of the First
Assignment is a purported exception rather than a recital. See McMahan, 108
S.W.3d at 484; Patton Children’s Trust, 2008 WL 3863475, at *5. An exception
operates to exclude some interest from the grant. See Target Corp., 637 S.W.3d at
836. The Assignors’ statement that they excepted an overriding royalty in the
Subject Leases does not constitute a statement that the Sandel Parties do not own
an overriding royalty interest in newly drilled wells on the Subject Leases. See
Target Corp., 637 S.W.3d at 836; McMahan, 108 S.W.3d at 484; Patton
Children’s Trust, 2008 WL 3863475, at *5.
Armour also relies on alleged recitals in the Second Assignment as a basis
for estoppel by deed. Sandel Energy claims title to the Purported Royalty through
the First Assignment, not through the Second Assignment. Because Sandel is
claiming title based on the First Assignment and independently of the Second
Assignment, estoppel by deed does not bind Sandel Energy as to any statements in
the Second Assignment. See Trial, 593 S.W.3d at 320.
Armour cites XTO Energy, Inc. v. Nikolai, a case in which the Second Court
of Appeals held that under estoppel by deed, the Nikolais were estopped from
denying a 1904 mineral reservation because a prior deed through which the
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Nikolais claimed title contained an unambiguous recital of the mineral reservation
and other deeds through which the Nikolais claimed title referred to the deed with
the recital. See 357 S.W.3d 47, 55–58 (Tex. App.—Fort Worth 2011, pet. denied).
The Nikolai case is not on point because the recital in that case was contained in a
deed through which the Nikolais claimed title. See id. Armour also cites Teal
Trading and Development, L.P. v. Champee Springs Ranches Property Owners
Association, a case from the Fourth Court of Appeals. See 432 S.W.3d 381 (Tex.
App.—San Antonio 2014, pet. denied). In that case, the court of appeals held that
none of the deeds in Teal Trading’s chain of title contained a recital
acknowledging the validity and enforceability of the non-access restriction at issue
and that the summary-judgment movant did not prove estoppel by deed as a matter
of law. See id. at 389–93. The Teal Trading court’s holding does not support
Armour’s position. See id.Armour asserts that under the estoppel-by-deed doctrine the following
recitals in the Release bind the Sandel Parties: (1) that at the time of the First
Assignment transaction Armour was a lienholder in the Subject Leases; and (2) as
part of the First Assignment transaction Armour released its liens in the Subject
Leases. We presume for the sake of argument that the Sandel Parties are bound by
these propositions. But, even under this presumption, these propositions do not
show that Armour owns an overriding royalty interest in newly drilled wells on the
leases assigned by the First Assignment and the Second Assignment. There is no
evidence that Armour ever foreclosed any lien in the Subject Leases or held title to
any of the Subject Leases. Armour’s lienholder status up until the time of the First
Assignment transaction did not give Armour any title in or to the Subject Leases
that could be subject to a reservation or exception, nor did this status mean that
Armour was not a stranger to the title to the Subject Leases. See Bankers Home
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Bldg. & Loan Ass’n v. Wyatt, 162 S.W.2d 694, 696 (Tex. 1942); First Nat’l Bank
of Bellaire v. Huffman Indep. Sch. Dist., 770 S.W.2d 571, 573 (Tex. App.—
Houston [14th Dist.] 1989, writ denied); Little v. Lender, 651 S.W.2d 895, 900–
901 (Tex. App.—Tyler 1983, writ ref’d n.r.e.); Ryan v. Fort Worth Nat’l Bank, 433
S.W.2d 2, 7–8 (Tex. Civ. App.—Austin 1968, no writ).
We conclude that Armour has not shown that under the estoppel-by-deed
doctrine Armour was entitled as a matter of law to the Requested Declaration. We
overrule Armour’s first issue.1
B. Did the trial court err in denying the Cross Motion as to Armour’s
breach-of-contract claims against the Sandel Parties and CML?
In its second issue, Armour asserts that the trial court erred in denying the
Cross Motion as to Armour’s breach-of-contract claims against the Sandel Parties
and CML. Armour argues that the First Assignment and the Second Assignments
were contracts between Armour and Sandel Energy and that the other Sandel
Parties and CML are Sandel Energy’s successors who are bound and liable under
each agreement. According to Armour, the Sandel Parties breached these two
contracts by failing to pay Armour the amounts owed to it due to the Purported
Royalty. For Armour to prove a breach of contract under these claims, Armour
must establish that it is entitled to payment based on the Purported Royalty.
Armour has not shown that the trial court erred in granting the Fourth Motion as to
Armour’s breach-of-contract claims, nor has Armour shown that it proved as a
matter of law its entitlement to payment based on the Purported Royalty as a basis
for its Cross Motion. Armour has not shown that the trial court erred in denying the
Cross Motion as to its breach-of-contract claims against the Sandel Parties and
1
In their opening brief, the Cashman Sisters adopt all of Armour’s arguments under Texas Rule
of Appellate Procedure 9.7. See Tex. R. App. P. 9.7. We presume that the Cashman Sisters
assert the same issues and arguments as Armour. Therefore, each time we rule on one of
Armour’s issues, we make the same ruling as to the Cashman Sister’s assertion of that issue.
15
CML. See Nexion Health at Duncanville, Inc. v. Ross, 374 S.W.3d 619, 627 (Tex.
App.—Dallas 2012, pet. denied).
C. Did the trial court abuse its discretion in granting CML interpleader
relief?
Under its second issue, Armour challenges the trial court’s December 1,
2014 order granting CML interpleader relief and awarding CML $41,437.50 in
reasonable attorney’s fees to be paid out of the funds in the registry of the court
prior to payment of these funds to the prevailing party. In their appellate brief, the
Cashman Sisters assert in their second issue that the trial court erred in awarding
interpleader relief and attorney’s fees to CML. The Cashman Sister do not provide
any argument in their brief to support this issue, but they do adopt Armour’s
arguments in its opening brief under Texas Rule of Appellate Procedure 9.7. See
Tex. R. App. P. 9.7. We presume that the Cashman Sisters have adopted all of
Armour’s arguments as to interpleader relief and attorney’s fees.
We review the trial court’s grant of interpleader relief for an abuse of
discretion. McCall v. AXA Equitable Life Ins. Co., No. 14-04-01111-CV, 2006 WL
17861, at *2 (Tex. App.—Houston [14th Dist.] Jan. 5, 2006, no pet.) (mem. op.). A
trial court abuses its discretion when the court acts in an arbitrary or unreasonable
manner, or without reference to guiding rules and principles. Downer v.
Aquamarine Operators, 701 S.W.2d 238, 241–42 (Tex. 1985). Under the abuse-of-
discretion standard of review, a challenge to the legal and factual sufficiency of the
evidence is not an independent ground of error, but is merely a factor in assessing
whether the trial court abused its discretion. See Beaumont Bank, N.A. v. Buller,
806 S.W.2d 223, 226 (Tex. 1991). Any reasonable doubt as to a stakeholder’s right
to interpleader relief must be resolved in the stakeholder’s favor. Bryant v. United
Shortline Inc. Assurance Services, N. A., 972 S.W.2d 26, 31 (Tex. 1998); Atu v.
16
Slaughter, No. 14-06-00771-CV, 2007 WL 2682198, at *2 (Tex. App.—Houston
[14th Dist.] Sep. 13, 2007, no pet.) (mem. op.).
A party is entitled to interpleader relief if the party establishes three
elements: (1) it is either subject to, or has reasonable grounds to anticipate, rival
claims to the same funds; (2) it has not unreasonably delayed filing its action for
interpleader; and (3) it has unconditionally tendered the funds into the registry of
the court. Fort Worth Transportation Auth. v. Rodriguez, 547 S.W.3d 830, 850
(Tex. 2018); Olmos v. Pecan Grove Mun. Util. Dist., 857 S.W.2d 734, 741 (Tex.
App.—Houston [14th Dist.] 1993, no writ). On appeal the Cashman Parties do not
challenge the second or third element. As to the first element, the Cashman Parties
assert that there was no real doubt or risk that CML might be liable to the Sandel
Parties for the amounts attributable to the Purported Royalty because the Sandel
Parties are not entitled to these amounts under the estoppel-by-deed doctrine. The
party seeking interpleader relief is not required to determine the merits of the rival
claims. See McCall, 2006 WL 17861, at *2. Based the evidence before the trial
court when it granted interpleader relief on December 1, 2014, the trial court did
not abuse its discretion by finding that CML was subject to rival claims to the same
funds. See id.Armour also asserts that the trial court erred in granting interpleader relief
because CML breached the First Assignment and Second Assignment. We
presume for the sake of argument, that breaching the First Assignment or the
Second Assignment would preclude CML from obtaining interpleader relief. The
Cashman Parties argue that the First Assignment and the Second Assignment were
contracts between Armour and Sandel Energy and that the other Sandel Parties and
CML are Sandel Energy’s successors who are bound and liable under each
agreement. According to the Cashman Parties, CML breached these two contracts
by failing to pay Armour the amounts owed to it due to the Purported Royalty. For
17
Armour to prove a breach of contract under these claims. Armour must establish
that it is entitled to payment based on the Purported Royalty. The Cashman Parties
have not shown that the trial court erred in granting the Fourth Motion as to
Armour’s claims, nor have the Cashman Parties shown that Armour proved as a
matter of law its entitlement to payment based on the Purported Royalty as a basis
for the Cross Motion. The Cashman Parties have not shown that the trial court
abused its discretion in granting interpleader relief because CML breached the First
Assignment and Second Assignment. See McCall, 2006 WL 17861, at *2. The
Cashman Parties have not shown that the trial court abused its discretion in
granting interpleader relief. See McCall, 2006 WL 17861, at *2; Olmos, 857
S.W.2d at 741.
In addition to interpleader relief, an innocent, disinterested stakeholder in an
interpleader may recover its reasonable attorney’s fees, to be paid out of the
interpleaded funds. Rodriguez, 547 S.W.3d 850–51. The Supreme Court of Texas
has noted that although that court has not defined “innocent, disinterested
stakeholder,” Black’s Law Dictionary defines “innocent” as “free from legal fault,”
“disinterested” as “not having a pecuniary interest in the matter at hand,” and
“stakeholder” as “[a] disinterested third party who holds money or property, the
right to which is disputed between two or more other parties.” Rodriguez, 547
S.W.3d at 852 (quoting Black’s Law Dictionary (10th ed. 2014)).
An interpleading party may not recover attorney’s fees if the interpleading
party is responsible for the conflicting claims to the funds or property. Rodriguez,
547 S.W.3d at 851. The Cashman Parties assert that CML is responsible for the
conflicting claims regarding the Purported Royalty because CML had its landman
“fabricate an utterly non-viable legal issue—that [the Sandel Parties] might own
[the Purported Royalty] notwithstanding two contracts that squarely foreclose this
18
position” and because CML convinced Sandel Energy’s Chairman that Armour did
not own the Purported Royalty. In support of this assertion the Cashman Parties
cite evidence in documents filed with the trial court after the trial court made the
challenged interpleader ruling on December 1, 2014. Our review of the merits of
this ruling is limited to the record in the trial court when the trial court ruled. See
Ginn v. Pierce, 595 S.W.3d 762, 766 (Tex. App.—Houston [14th Dist.] 2019, pet.
denied). Based on the record before the trial court at that time, the trial court did
not abuse its discretion by impliedly finding that CML was not responsible for the
conflicting claims regarding the Purported Royalty. See Olmos, 857 S.W.2d at 742.
The Cashman Parties also assert that CML cannot be a “third party” and thus
cannot be a “stakeholder” because CML is in privity of contract with the Sandel
Parties. See Rodriguez, 547 S.W.3d at 852 (quoting the definition of “stakeholder”
as “[a] disinterested third party who holds money or property, the right to which
is disputed between two or more other parties”) (emphasis added). The Cashman
Parties cite Union Gas Corporation v. Gisler for this proposition. See 129 S.W.3d
145, 153 (Tex. App.—Corpus Christi 2003, no pet.). In Gisler, an oil and gas
lessee drafted a unit designation that conflicted with the lessee’s obligations to the
lessors, thus causing the dispute and making the lessee owe the same proceeds to
the lessors and other royalty owners in the pooling unit. Gisler, 129 S.W.3d at148–49, 153. The Gisler court concluded that the lessee was not an innocent
stakeholder because the lessee breached its obligations to the lessors and was
responsible for the conflicting claims to funds. See id. at 153. The Gisler court did
not state that a party in privity of contract with one of the rival claimants is not a
“third party” and therefore may not be a stakeholder in the interpleader context,
nor does the Gisler opinion support this proposition. See id. at 148–49, 152–54.
We conclude that CML being in privity of contract with one or more of the rival
19
claimants does not preclude CML from being a stakeholder. See McCall, 2006 WL
17861, at *2; Olmos, 857 S.W.2d at 740–42.
The Cashman Parties also contend that CML is not disinterested because
CML has taken the position that the Purported Royalty is not effective or valid
under the “stranger to title” doctrine. The Supreme Court of Texas has indicated
that the meaning of “disinterested” is “not having a pecuniary interest in the matter
at hand.” See Rodriguez, 547 S.W.3d at 852 (quoting Black’s Law Dictionary
(10th ed. 2014)). The Cashman Parties do not assert that CML has a pecuniary
interest in the matter at hand, and the evidence before the trial court showed that
CML does not assert an interest in the Purported Royalty and that CML had held
the funds attributable to the Purported Royalty in suspense, rather than paying
them to Armour or the Sandel Parties. In this context, CML taking a position on
the effectiveness or validity of the Purported Royalty does not preclude CML from
being “disinterested.” See Pulkrabeck v. Griffith & Griffith, 179 S.W. 282, 283
(Tex. Civ. App.—Dallas 1915, no writ) (concluding that party should not be
denied interpleader relief simply because it expressed an opinion in favor of one of
the rival claimants).
Based on the evidence before it on December 1, 2014, the trial court did not
abuse its discretion by impliedly determining that CML was an innocent,
disinterested stakeholder that should recover its reasonable attorney’s fees out of
the interpleaded funds. See Rodriguez, 547 S.W.3d 850–51; McCall, 2006 WL
17861, at *2–3; Olmos, 857 S.W.2d at 740–42.
We overrule Armour’s second issue.
D. Did the trial court err in denying the Cross Motion as to the Sandel
Parties’ two claims?
In its third issue Armour asserts that the trial court erred in denying the part
20
of the Cross Motion in which Armour asserted that quasi-estoppel and the statute
of limitations bar both of the Sandel Parties’ claims and the part in which Armour
argued that as a matter of law a trespass-to-try-title action is not available to
determine title to an overriding royalty interest. The Sandel Parties asserted only
two claims—a claim for declaratory relief and a trespass-to-try-title action. In the
Fourth Motion, though the Sandel Parties sought summary judgment as to all the
claims of the Cashman Parties, the Sandel Parties did not seek summary judgment
on either of their claims for affirmative relief. Counsel for the Sandel Parties
affirmed this point several times in the trial court as well as on appeal.
After the trial court granted the Fourth Motion but before the trial court
signed the final judgment, counsel for the Sandel Parties submitted a proposed
judgment to trial court. The Sandel Parties and CML approved the form of this
judgment, but the Cashman Parties did not. The trial court later signed this
proposed judgment. When counsel for the Sandel Parties submitted the proposed
judgment, he also submitted a letter he had sent to counsel for Armour. Both in
that letter and in a later filing with the trial court in response to the Cashman
Parties’ objections to the proposed judgment, counsel for the Sandel Parties
reiterated that the Fourth Motion did not seek summary judgment as to the Sandel
Parties’ claims and explained that, according to the Sandel Parties, by granting the
Fourth Motion and denying the Cashman Parties’ claims on the merits, the trial
court resolved the issue of the validity of the Purported Royalty claimed by
Armour, thus rendering moot the Sandel Parties’ claims for affirmative relief.
In the trial court’s final judgment, the court dismisses the Sandel Parties
declaratory-judgment claims, states that the court denies all relief not expressly
granted in the judgment, and adds Lehmann finality language. See Lehmann v.
Har–Con Corp., 39 S.W.3d 191, 200 (Tex. 2001). Because the trial court did not
21
expressly grant the Sandel Parties any relief on their trespass-to-try-title actions,
the effect of the language in the judgment was to dismiss the trespass-to-try-title
actions. See In re Daredia, 317 S.W.3d 247, 248–49 (Tex. 2010). In the trial
court’s final judgment, the trial court did not grant any declaratory relief, as the
trial court did in the final judgment that formed the basis of the first appeal in this
case. See Armour Pipe Line Co., 546 S.W.3d at 458–459. Nor did the trial court
render judgment for title to and possession of any property, as it would in a
trespass-to-try-title action. Rather than grant relief to the Sandel Parties based on
any of their claims, the trial court dismissed the Sandel Parties’ claims. The Sandel
Parties have not appealed from this judgment or challenged the dismissal of their
claims. On appeal, the Cashman Parties have not briefed any argument that the trial
court erred in awarding the funds in the registry of the court to the Sandel Parties
(after the deduction of the attorney’s fees awarded to CML), without ruling in the
Sandel Parties’ favor on any of their claims. The trial court rendered a final
judgment in this case dismissing the Sandel Parties’ claims, and the Sandel Parties
have not challenged this judgment. In this context, the issue as to whether the trial
court erred in denying the Cross Motion as to the Sandel Parties’ claims is moot,
and we dismiss the third issue as moot. See Casto Lopez Concrete, LLC v. Sage
Commercial Group, LLC, No. 14-20-00734-CV, 2022 WL 1789806, at *2–3 (Tex.
App.—Houston [14th Dist.] Jun. 2, 2022, no pet.) (mem. op.).
E. Did the trial court err in granting summary judgment as to Armour’s
promissory-estoppel claim because the Sandel Parties did not move for
summary judgment on this claim?
In its fourth issue, Armour asserts that the trial court erred in granting
summary judgment as to Armour’s promissory-estoppel claim because the Sandel
Parties did not move for summary judgment on this claim. Though Armour did not
assert this claim until after the Sandel Parties filed the Fourth Motion, this fact
22
does not mandate the conclusion that the trial court erred in granting summary
judgment as to the promissory-estoppel claim. If the summary-judgment grounds
expressly presented in a motion are sufficiently broad to encompass a claim first
asserted in an amended pleading filed after the motion, it is procedurally
appropriate for the trial court to grant summary judgment as to the new claim, even
if the movant does not amend the motion to expressly address the new claim.
See Wilson v. Korthauer, 21 S.W.3d 573, 579 (Tex. App.—Houston [14th Dist.]
2000, pet. denied). In the Fourth Motion, the Sandel Parties sought summary
judgment on the ground that all of Armour’s claims require Armour to show that it
possessed title in and to the Subject Leases at the time of the First Assignment. The
Sandel Parties stated that absent such title interest, Armour is a “stranger to title,”
and any purported reservation in the First Assignment in favor of Armour is void.
In the Fourth Motion, the Sandel Parties asserted that Armour has no competent
evidence of such title. After reviewing the grounds expressly presented in the
Fourth Motion we conclude that they are sufficiently broad to encompass
Armour’s promissory-estoppel claim, and therefore the trial court did not err in
granting summary judgment as to this claim even though Armour did not amend
the Fourth Motion to expressly address the new claim. See Sorrow v. Harris
County, No. 14-15-00571-CV, 2016 WL 4445037, at *5 (Tex. App.—Houston
[14th Dist.] Aug. 23, 2016, pet. denied) (mem. op.). Therefore, we overrule the
fourth issue.
F. Did the trial court err in denying Armour’s request for attorney’s fees
and in awarding CML attorney’s fees?
In its fifth issue, Armour asserts that the trial court erred in denying its
request for attorney’s fees and in awarding attorney’s fees to CML. Armour asserts
that the trial court erred in denying Armour recovery of any attorney’s fees because
(1) Armour is entitled to recover attorney’s fees based on its recovery of damages
23
on its breach-of-contract claims against the Sandel Parties and CML; and (2)
Armour is entitled to attorney’s fees under Civil Practice and Remedies Code
section 37.009 based on its declaratory-judgment claim. See Tex. Civ. Prac. &
Rem. Code Ann. §37.009.
As to attorney’s fees relating to its breach-of-contract claims, the trial court
did not rule in Armour’s favor on its breach-of-contract claims, and Armour has
not shown that the trial court erred in granting the Fourth Motion as to Armour’s
breach-of-contract claims. Thus, Armour has not shown that the trial court erred in
denying its request for attorney’s fees based on its breach-of-contract claims. See
TEPCO, L.L.C. v. Reef Exploration, L.P., 485 S.W.3d 557, 568 (Tex. App.—
Houston [14th Dist.] 2016, no pet.). As to attorney’s fees under the Declaratory
Judgments Act, the trial court may award reasonable and necessary attorney’s fees
as are equitable and just. Tex. Civ. Prac. & Rem. Code Ann. § 37.009. The trial
court denied all parties’ requests for attorney’s fees under the Declaratory
Judgments Act, impliedly determining that it would not be equitable and just to
award attorney’s fees to any party. See Kings River Trail Ass’n v. Pinehurst Trail
Holdings, L.L.C., 447 S.W.3d 439, 451–52 (Tex. App.—Houston [14th Dist.]
2014, pet. denied). We review this ruling for an abuse of discretion. See Bocquet v.
Herring, 972 S.W.2d 19, 21 (Tex. 1998). Under this standard, we conclude that
Armour has not shown that the trial court abused its discretion by failing to award
Armour attorney’s fees under the Declaratory Judgments Act. See Kings River
Trail Ass’n, 447 S.W.3d at 451–52.
Under its fifth issue, Armour also asserts that the trial court erred in
awarding CML its attorney’s fees as an innocent, disinterested stakeholder. We
presume that the Cashman Sisters make this same argument under their second
issue because they have adopted all of Armour’s arguments under Texas Rule of
Appellate Procedure 9.7. See Tex. R. App. P. 9.7. The Cashman Parties argue that
24
the First Assignment and the Second Assignment were contracts between Armour
and Sandel Energy and that the other Sandel Parties and CML are Sandel Energy’s
successors who are bound and liable under each agreement. According to the
Cashman Parties, CML breached these two contracts by failing to pay Armour the
amounts owed to it due to the Purported Royalty, and therefore CML may not
recover attorney’s fees. For Armour to prove a breach of contract under these
claims, Armour must establish that it is entitled to payment based on the Purported
Royalty. The Cashman Parties have not shown that the trial court erred in granting
the Fourth Motion as to Armour’s claims, nor have they shown that Armour
proved as a matter of law its entitlement to payment based on the Purported
Royalty as a basis for the Cross Motion. The Cashman Parties have not shown that
the trial court abused its discretion in awarding CML its attorney’s fees because
CML breached the First Assignment and Second Assignment. See McCall, 2006
WL 17861, at *2.
The Cashman Parties also assert that CML was responsible for the
conflicting claims regarding the Purported Royalty. In support of this assertion the
Cashman Parties cite evidence in court filings after the trial court made the
challenged interpleader ruling on December 1, 2014. Our review of the merits of
this ruling is limited to the record in the trial court when the trial court ruled. See
Ginn, 595 S.W.3d at 766. Based on the record before the trial court at that time, the
trial court did not abuse its discretion by impliedly finding that CML was not
responsible for the conflicting claims regarding the Purported Royalty. See Olmos,
857 S.W.2d at 742.
We overrule Armour’s fifth issue and the Cashman Sisters’ second issue.
G. Did the trial court err in granting the Fourth Motion as to the Cashman
Sisters’ claims?
In their first issue, the Cashman Sisters assert that the trial court erred in (1)
25
declining to accept as true the Cashman Sisters’ summary-judgment evidence
showing them to be successors to all of the Assignors; and (2) granting the Fourth
Motion as to the Cashman Sisters’ claims. We presume for the sake of argument
that the Cashman Sisters are the successors of all of the Assignors. The Cashman
Sisters assert that Armour owns the Purported Royalty to the extent it pertains to
production attributable to the Subject Leases from any new wells drilled after July
1, 2000. In the alternative, to the extent it is determined that the reservation of the
Purported Royalty in favor of Armour in the First Assignment was not effective,
the Cashman Sisters argue that the Purported Royalty remained with the Assignors
because the Purported Royalty was specifically excepted from the grant to Sandel
Energy. In this event, because they are the successors to the Assignors, the
Cashman Sisters contend that they would own the Purported Royalty.
The Cashman Sisters cite various cases that stand for the general proposition
that property that is “excepted” or “reserved” under a deed is not included in the
grant. See Combest v. Mustang Minerals, LLC, 502 S.W.3d 173, 179 (Tex. App.—
San Antonio 2016, pet. denied). Significantly, none of the cases cited by the
Cashman Sisters involve a court determining whether title to property that is the
subject of an invalid reservation or exception remains with the grantor or passes to
the grantee. The courts that have addressed this issue have concluded that title
passes to the grantee. See State v. Dunn, 574 S.W.2d 821, 824 (Tex. App.—
Amarillo 1978, writ ref’d n.r.e.) (concluding that because attempted exception of
property in a deed was invalid, the property that was the subject of the attempted
exemption passed to the grantee); Lewis v. Midgett, 448 S.W.2d 548, 551–52 (Tex.
Civ. App.—Tyler 1969, no writ) (holding that because attempted exception of
property in a deed was void the property that was the subject of the attempted
exemption passed to the grantee). The Cashman Sisters have not shown that if the
attempt to reserve or except the Purported Royalty was void or invalid, title to the
26
Purported Royalty would stay with the Assignors rather than pass to Sandel
Energy. See Dunn, 574 S.W.2d at 824; Lewis, 448 S.W.2d at 551–52. We overrule
the Cashman Sisters’ first issue.
III. CONCLUSION
Armour has not shown that (1) under the doctrine of estoppel by deed
Armour was entitled as a matter of law to the Requested Declaration; (2) the trial
court erred in denying the Cross Motion as to its breach-of-contract claims against
the Sandel Parties and CML; (3) the trial court erred in denying Armour’s request
for attorney’s fees based on its breach-of-contract claims; and (4) the trial court
abused its discretion by failing to award Armour attorney’s fees under the
Declaratory Judgments Act. We conclude that the issue as to whether the trial court
erred in denying the Cross Motion as to the Sandel Parties’ claims is moot. The
Cashman Parties have not shown that the trial court abused its discretion in
granting CML interpleader relief or in awarding CML $41,437.50 in reasonable
attorney’s fees to be paid out of the funds in the registry of the court. The grounds
expressly presented in the Fourth Motion are sufficiently broad to encompass
Armour’s promissory-estoppel claim. The Cashman Sisters have not shown that if
the attempt to reserve or except the Purported Royalty was void or invalid, title to
the Purported Royalty would stay with the Assignors rather than pass to Sandel
Energy. Because the Cashman Parties have not shown that the trial court erred in
rendering its final judgment, we affirm that judgment.
/s/ Randy Wilson
Justice
Panel consists of Justices Wise, Poissant, and Wilson.
27