Justia Contracts Opinion Summaries

This case involves a dispute between American Midstream (Alabama Intrastate), LLC (AMID) and Rainbow Energy Marketing Corporation (Rainbow) over a contract (MAG-0005) for the transportation and balancing of natural gas. Rainbow had contracts to transport gas through two interconnected pipelines, the Transco and the Magnolia, and used the MAG-0005 to leverage AMID’s balancing flexibility. The contract allowed Rainbow to run imbalances, withdrawing gas without simultaneously supplying an equal amount, provided they resupplied by the end of each month. Disputes arose when Transco began limiting imbalances more strictly, leading to AMID curtailing Rainbow’s nominations on several occasions.The trial court found in favor of Rainbow on all its claims, including breach of contract, repudiation, fraud, fraudulent inducement, and negligent misrepresentation, awarding over $6 million in lost profits. The court interpreted Section 9.1 of the MAG-0005 as excusing AMID’s performance only under specific conditions involving scheduled and physical imbalances. The Court of Appeals for the First District of Texas affirmed the trial court’s decision, agreeing with its interpretation of the contract and the award of damages.The Supreme Court of Texas reviewed the case and held that the trial court had erroneously inserted language into Section 9.1 of the MAG-0005. The correct interpretation of Section 9.1 excused AMID from providing balancing services on any day that Transco required AMID or Rainbow to limit imbalances attributable to Rainbow, without distinguishing between types of imbalances. The Supreme Court reversed the lower courts' decisions, rendered judgment for AMID on Rainbow’s contract-repudiation and tort claims, and remanded for a new trial on the breach-of-contract claims to determine if Transco mandates excused AMID’s performance on the days in question. View "AMERICAN MIDSTREAM (ALABAMA INTRASTATE), LLC v. RAINBOW ENERGY MARKETING CORPORATION" on Justia Law

A certified class of Ohio landowners alleged that a Colorado-based mining company, Antero Resources Corporation, underpaid them $10 million in natural gas royalties. The landowners claimed that Antero improperly deducted costs for processing and fractionation from their royalties. Antero counterclaimed, seeking authority to deduct additional costs related to gathering, dehydrating, compressing, and transporting the unrefined natural gas. The district court certified the class, denied Antero's motion for summary judgment, granted the landowners' motion, and entered a final judgment after the parties stipulated damages.The United States District Court for the Southern District of Ohio ruled in favor of the landowners, finding that Antero improperly deducted processing and fractionation costs from the royalties. The court determined that these costs were necessary to transform the gas into marketable form and thus could not be deducted under the lease agreement.The United States Court of Appeals for the Sixth Circuit reviewed the case and affirmed the district court's decision. The court held that Antero could not deduct the costs of processing and fractionation from the landowners' royalties. The court found that the lease agreement's Market Enhancement Clause allowed deductions only for costs that enhanced the value of already marketable products, not for costs required to make the products marketable. The court concluded that the gas products first became marketable after processing and fractionation, and thus, these costs were not deductible. The court also noted that the Fourth Circuit had reached a similar conclusion in a related case involving the same defendant and lease terms. View "The Grissoms, LLC v. Antero Resources Corp." on Justia Law

In 1957, Congress enacted the Price-Anderson Act (PAA) to amend the Atomic Energy Act of 1954, providing indemnity for contractors and others involved in nuclear activities. The PAA mandated that the government indemnify contractors and other "persons indemnified" for public liability arising from nuclear incidents. In 1962, the Atomic Energy Commission (AEC) entered into an indemnity agreement with Mallinckrodt Chemical Works, which processed uranium for the government. Cotter Corporation later purchased radioactive materials from Mallinckrodt and was sued in 2012 by plaintiffs alleging harm from these materials.The United States Court of Federal Claims dismissed Cotter's claim for indemnification under the PAA and the indemnity agreement, ruling that Cotter was not entitled to indemnification because its activities did not arise out of or in connection with the contractual activities of Mallinckrodt. The court also dismissed Cotter's contract claim, concluding that Cotter lacked standing as a third-party beneficiary and failed to state a claim for breach of contract.The United States Court of Appeals for the Federal Circuit reviewed the case and reversed the Claims Court's decision. The Federal Circuit held that Cotter's liability for the nuclear incident plausibly arose out of or in connection with the contractual activities of Mallinckrodt, as the materials causing the incident were produced under the contract. The court also found that Cotter sufficiently alleged it was an intended third-party beneficiary of the indemnity agreement and that the government breached the contract by not indemnifying Cotter. The case was remanded for further proceedings. View "COTTER CORP., N.S.L. v. US " on Justia Law

Chesapeake Exploration, LLC (Chesapeake) and Morton Production Company, LLC (Morton) entered into a joint operating agreement for oil and gas development in Converse County, Wyoming. Morton sued Chesapeake for breach of contract, violation of the Wyoming Royalty Payment Act (WRPA), and conversion after Chesapeake adjusted Morton’s ownership interest and withheld production proceeds. Chesapeake counterclaimed for breach of contract, unjust enrichment, and breach of the implied covenant of good faith and fair dealing. The district court granted summary judgment in favor of Morton.Chesapeake appealed, challenging the district court’s summary judgment on Morton’s breach of contract claim, the supplemental decision on Chesapeake’s counterclaims and affirmative defenses, and the determination that Chesapeake violated the WRPA. The Wyoming Supreme Court reviewed the case.The Wyoming Supreme Court affirmed the district court’s decision. It held that Chesapeake breached the contract by adjusting Morton’s ownership interest and billing for costs beyond the twenty-four-month limitation period specified in the 1985 COPAS Form, which was incorporated into the joint operating agreement. The court found the language in the COPAS Form unambiguous and declined to consider extrinsic evidence. The court also upheld the district court’s use of Rule 60(a) to correct a clerical error in its original order and found that Chesapeake’s counterclaims were properly dismissed as they were rendered moot by the summary judgment on Morton’s claims. Additionally, the court ruled that Chesapeake violated the WRPA by withholding production proceeds without placing the disputed funds in escrow, as required by the statute. View "Chesapeake Exploration, LLC, v. Morton Production Company, LLC" on Justia Law

Kenny Savoie, a former employee of Pritchard Energy Advisors, LLC (PGA), filed a breach-of-contract lawsuit against Thomas Pritchard, his former boss, in the United States District Court for the Western District of Louisiana. Savoie, a Louisiana resident, claimed that Pritchard, a Virginia resident, owed him compensation under a 2017 offer letter for work done on behalf of Empire Petroleum Corporation. Savoie alleged that Pritchard fraudulently informed him that PGA had not received any payments for his projects, thus denying him due compensation.The district court dismissed the case against Pritchard for lack of personal jurisdiction, concluding that Pritchard's contacts with Louisiana were made in his corporate capacity and were protected by the fiduciary shield doctrine. The court found that Savoie failed to establish any exceptions to this doctrine that would allow Pritchard's corporate contacts to be attributed to him personally.The United States Court of Appeals for the Fifth Circuit reviewed the case and affirmed the district court's decision. The appellate court held that the fiduciary shield doctrine, which prevents the exercise of personal jurisdiction based solely on a defendant's corporate acts, applied in this case. The court noted that Louisiana law recognizes the fiduciary shield doctrine and that Savoie did not establish any exceptions, such as piercing the corporate veil or alleging a tort for which Pritchard could be personally liable. Consequently, the court concluded that Pritchard's corporate contacts could not be used to establish personal jurisdiction over him in Louisiana. View "Savoie v. Pritchard" on Justia Law

Appellee filed a complaint against Appellant alleging breach of written agreements for the lease of oil storage tanks. During the bench trial, the district court amended the complaint to include an oral guarantee to pay for the leases, which Appellant was not allowed to rebut. The court found Appellant breached the oral guarantee and awarded damages to Appellee.The District Court of Campbell County initially found in favor of Appellee, determining that Appellant breached the oral guarantee and awarded $114,537.56 in damages. Appellant raised multiple issues on appeal, including the admission of evidence, the application of the statute of frauds, and the effect of a settlement with a co-defendant.The Supreme Court of Wyoming reviewed the case and found that the district court did not abuse its discretion in admitting various exhibits into evidence. The court also held that the statute of frauds defense was waived as it was not raised at trial. Additionally, the court found that the settlement with the co-defendant did not preclude Appellee from pursuing claims against Appellant.However, the Supreme Court of Wyoming determined that the district court abused its discretion by not allowing Appellant to testify regarding the oral guarantee. The court affirmed the district court's rulings on the other issues but reversed and remanded the case for the limited purpose of allowing Appellant to testify about the oral guarantee. The remand is specifically for reconsideration of the personal guarantee and to provide both parties an opportunity to introduce evidence on that issue. View "Sorum v. Sikorski" on Justia Law

Jon Willis, an employee of Shamrock Management, L.L.C., was injured while working on an offshore oil platform operated by Fieldwood Energy, L.L.C. The injury occurred when a tag line slipped off a grocery box being delivered by a vessel operated by Barry Graham Oil Service, L.L.C. Willis sued Barry Graham for negligence. Barry Graham then sought indemnification, defense, and insurance coverage from Shamrock and its insurer, Aspen, based on a series of contracts linking the parties.The United States District Court for the Western District of Louisiana denied Barry Graham's motion for summary judgment and granted Shamrock and Aspen's motion, ruling that Barry Graham was not covered under the defense, indemnification, and insurance provisions of the Shamrock-Fieldwood Master Services Contract (MSC). Willis's case was settled, and Barry Graham appealed the district court's decision on its third-party complaint.The United States Court of Appeals for the Fifth Circuit reviewed the case de novo. The court concluded that the MSC required Shamrock to defend, indemnify, and insure Barry Graham because Barry Graham was part of a "Third Party Contractor Group" under the MSC. The court also determined that the cross-indemnification provisions in the contracts were satisfied, and that the Louisiana Oilfield Anti-Indemnity Act (LOAIA) did not void Shamrock's obligations because Fieldwood had paid the insurance premium to cover Shamrock's indemnities, thus meeting the Marcel exception.The Fifth Circuit reversed the district court's judgment and remanded the case for further proceedings consistent with its opinion. View "Barry Graham Oil v. Shamrock Mgmt" on Justia Law

The case involves a class action lawsuit brought by Jacklin Romeo, Susan S. Rine, and Debra Snyder Miller against Antero Resources Corporation. The plaintiffs, who own oil and gas interests in Harrison County, West Virginia, allege that Antero breached the terms of their leases by failing to pay the full one-eighth royalty specified in the leases. They argue that Antero improperly deducted postproduction costs from the gross sale proceeds of the gas, contrary to West Virginia Supreme Court precedents in Wellman v. Energy Resources, Inc. and Estate of Tawney v. Columbia Natural Resources, L.L.C.The United States District Court for the Northern District of West Virginia, which is handling the case, certified two questions to the Supreme Court of Appeals of West Virginia. The first question asked whether the requirements of Wellman and Estate of Tawney extend only to the "first available market" as opposed to the "point of sale" when the duty to market is implicated. The second question asked whether the marketable product rule extends beyond gas to require a lessee to pay royalties on natural gas liquids (NGLs) and, if so, whether the lessors share in the cost of processing, manufacturing, and transporting the NGLs to sale.The Supreme Court of Appeals of West Virginia answered the first question in the negative, holding that the requirements of Wellman and Estate of Tawney extend to the point of sale, not just to the first available market. The court reaffirmed that the lessee must bear all costs incurred in exploring for, producing, marketing, and transporting the product to the point of sale unless the lease provides otherwise.For the second question, the court held that the marketable product rule extends beyond gas to require a lessee to pay royalties on NGLs. However, the court also held that absent express language in the lease to the contrary, the lessors do not share in the cost of processing, manufacturing, and transporting residue gas and NGLs to the point of sale. View "Jacklin Romeo, Susan S. Rine, and Debra Snyder Miller v. Antero Resources Corporation" on Justia Law

The case involves Francis Kaess, who owns mineral interests in land in Pleasants County, West Virginia, subject to an oil and gas lease with BB Land, LLC. The lease, dated January 6, 1979, provides for in-kind royalties, meaning Kaess is entitled to a portion of the physical oil and gas produced. BB Land began production in 2018, but Kaess did not take his share in-kind. Instead, BB Land sold Kaess' share and paid him royalties after deducting postproduction costs.Kaess filed a lawsuit in the United States District Court for the Northern District of West Virginia, alleging improper deductions of postproduction costs from his royalties, among other claims. The district court denied BB Land's motion for summary judgment on the improper deductions claim, finding that the requirements for deducting postproduction costs set forth in Wellman v. Energy Resources, Inc. and Estate of Tawney v. Columbia Natural Resources, LLC apply to in-kind leases. BB Land then moved to certify a question to the Supreme Court of Appeals of West Virginia.The Supreme Court of Appeals of West Virginia reviewed the case and answered two certified questions. First, the court held that there is an implied duty to market the minerals in oil and gas leases containing an in-kind royalty provision. If the lessor does not take physical possession of their share, the lessee must either deliver the lessor's share to a third-party purchaser near the wellhead, buy the lessor's share, or market and sell the lessor's share along with their own.Second, the court held that the requirements for deducting postproduction costs from royalties, as established in Wellman and Estate of Tawney, apply to leases with in-kind royalty provisions. Therefore, if the lessee markets and sells the lessor's share, the lessee must tender the lessor's percentage share of the gross proceeds, free from any deductions for postproduction expenses, received at the first point of sale to an unaffiliated third-party purchaser in an arm's length transaction. View "Francis Kaess v. BB Land, LLC" on Justia Law

NextEra Energy Resources, LLC and NextEra Energy Seabrook, LLC (collectively, "Seabrook") own a nuclear power plant in Seabrook, New Hampshire. Avangrid, Inc. and NECEC Transmission LLC (collectively, "Avangrid") sought to connect their New England Clean Energy Connect (NECEC) project to the regional transmission grid. The connection required Seabrook to upgrade its circuit breaker to handle the increased power flow. Seabrook and Avangrid agreed on the necessity of the upgrade and that Avangrid would cover the direct costs, but they disagreed on whether Seabrook should be compensated for indirect costs and whether Seabrook was obligated to upgrade the breaker without full compensation.The Federal Energy Regulatory Commission (FERC) ruled that Seabrook must upgrade the circuit breaker under the Large Generator Interconnection Agreement (LGIA) and that Avangrid was not required to reimburse Seabrook for indirect costs such as legal expenses and lost profits. Seabrook petitioned for review, arguing that FERC lacked statutory authority to require the upgrade and that the LGIA did not obligate them to upgrade the breaker without full compensation.The United States Court of Appeals for the District of Columbia Circuit reviewed the case. The court held that FERC had statutory authority to require the upgrade because it directly affected the transmission of electricity in interstate commerce. The court also found that FERC correctly interpreted the LGIA to require Seabrook to maintain an adequate circuit breaker in light of changing grid conditions, including the interconnection of new generators like Avangrid. Additionally, the court upheld FERC's decision to deny compensation for indirect costs, reasoning that the tariff did not clearly and specifically cover such costs and that FERC's precedent generally did not allow for recovery of opportunity costs during interconnection outages.The court denied Seabrook's petitions for review, affirming FERC's orders. View "NextEra Energy Resources, LLC v. FERC" on Justia Law