Davis v. Sonat Exploration Co.

951 F. Supp. 186, 139 Oil & Gas Rep. 368, 1995 U.S. Dist. LEXIS 21382, 1995 WL 908187
CourtDistrict Court, N.D. Oklahoma
DecidedOctober 17, 1995
DocketNo. 94-C-828-H
StatusPublished
Cited by1 cases

This text of 951 F. Supp. 186 (Davis v. Sonat Exploration Co.) is published on Counsel Stack Legal Research, covering District Court, N.D. Oklahoma primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Davis v. Sonat Exploration Co., 951 F. Supp. 186, 139 Oil & Gas Rep. 368, 1995 U.S. Dist. LEXIS 21382, 1995 WL 908187 (N.D. Okla. 1995).

Opinion

ORDER

HOLMES, District Judge.

This matter comes before the Court on a motion for summary judgment by Defendant Sonat Exploration Company (“Sonat”) (Docket # 17).

Plaintiff William H. Davis brought this action against Sonat alleging that Sonat breached the terms of a letter agreement between Sonat and Mr. Davis, in his capacity as trustee of the Joe D. Davis Revocable Trust. Mr. Davis contends that Sonat improperly terminated a letter of intent to purchase certain properties from Mr. Davis and that sueh termination violated Sonat’s implied duty of good faith and fair dealing. He also asserts that Sonat’s conduct was wanton, willful, grossly negligent and indicated a reckless disregard for his rights.

Summary judgment is appropriate where “there is no genuine issue as to any material fact,” Celotex Corp. v. Catrett, 477 U.S. 317, 322, 106 S.Ct. 2548, 2552, 91 L.Ed.2d 265 (1986); Windon Third Oil & Gas Drilling Partnership v. Federal Deposit Insurance Corp., 805 F.2d 342, 345 (10th Cir.1986), cert. denied, 480 U.S. 947, 107 S.Ct. 1605, 94 L.Ed.2d 791 (1987), and “the moving party is entitled to judgment as a matter of law,” Fed.R.Civ.P. 56(c). In Celotex, the Supreme Court stated:

[t]he plain language of Rule 56(c) mandates the entry of summary judgment, after adequate time for discovery and upon motion, against a party who fails to make a showing sufficient to establish the existence of an element essential to that party’s case, and on which that party will bear the burden of proof at trial.

477 U.S. at 322, 106 S.Ct. at 2552.

A party opposing a properly supported motion for summary judgment must offer evidence, in admissible form, of specific facts, Fed.R.Civ.P. 56(e), sufficient to raise a “genuine issue of material fact.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 2510, 91 L.Ed.2d 202 (1986). In Anderson, the Supreme Court stated:

The mere existence of a scintilla of evidence in support of the plaintiffs position will be insufficient; there must be evidence on which the jury could reasonably find for the plaintiff.

477 U.S. at 252, 106 S.Ct. at 2512. Thus, to defeat a summary judgment motion, the non-movant “must do more than simply show that there is some metaphysical doubt as to the material facts.” Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 585-86, 106 S.Ct. 1348, 1355-56, 89 L.Ed.2d 538 (1986).

For purposes of this motion, the Court accepts as true certain allegations by Mr. [188]*188Davis which are identified herein. As a result, the facts necessary to decide this motion, as determined from the record, are not in dispute.

The Agreement contained certain conditions which Sonat drafted with the express intent of protecting its interests. Specifically, paragraph 10(a) of the Agreement provides that “Sonat’s obligation to purchase the properties from Seller shall be subject to ... Sonat’s satisfaction with the results of its full and complete due diligence.... ”

Because paragraph 10(a) renders its obligation to perform contingent upon its “satisfaction,” Sonat claims that the provision allowed it to terminate the Agreement when it was dissatisfied with the results of its due diligence. Sonat asserts that it terminated the Agreement because its on-site inspections of the properties revealed potential environmental problems which could result in significant clean-up costs. By contrast, Mr. Davis alleges that Sonat’s alleged basis for dissatisfaction was pretextual, and thus the resulting termination violated both the explicit terms of the Agreement and the implied duty of good faith and fair dealing.

Interpretation of the Agreement is governed by Oklahoma law. See United States v. Hardage, 985 F.2d 1427, 1433 (10th Cir.1993). It is settled law that “Oklahoma jurisprudence recognizes the common-law notion that implied in every contract is a covenant of good faith and fair dealing.” Devery Implement Co. v. J.I. Case Co., 944 F.2d 724, 728 (10th Cir.1991) (citing Panama Processes v. Cities Serv. Co., 796 P.2d 276, 290 (Okl.1990)). This implied covenant directs that a party cannot “ ‘destroy or injure another party’s right to receive the fruits of the contract.’” Id. (quoting Wright v. Fidelity & Deposit Co., 176 Okla. 274, 54 P.2d 1084, 1087 (1936)). Davis asserts that Sonat breached this duty by declining to consummate the proposed transaction.

Although a duty of good faith is implicit in all contractual agreements, the parameters of the duty “must be viewed in relation to the type of transaction involved.” Overbeck v. Quaker Life Ins. Co., 757 P.2d 846, 849 (Okl.Ct.App.1984) (no breach of the implied duty of good faith for terminating employee whose contract provided for at-will employment). Thus, if Sonat was exercising its explicit authority to terminate under the Agreement, it did not breach the implied duty of good faith. Therefore, the central issue here is whether Sonat’s decision not to purchase the Davis properties resulted from a good faith dissatisfaction with its due diligence in accordance with the provisions of the Agreement.

The law recognizes two possible constructions of the term “satisfaction” as used in the instant contract:

Courts have observed that satisfaction clauses should fall into two categories of review: (1) those that call for satisfaction as to “commercial value or quality, operative fitness, or mechanical utility,” which are interpreted under a reasonableness standard, and (2) those that require the consideration of a “multiplicity of factors” and involve “fancy, taste, or judgment,” which should be analyzed under a good faith standard.

Misano di Navigazione, SpA v. United States, 968 F.2d 273, 275 (2d Cir.1992) (citations omitted). In Ledford v. Wheeler, 620 P.2d 903 (Okl.Ct.App.1980), the OMahoma Court of Appeals utilized the “good faith” or subjective standard in construing a satisfaction clause. The clause at issue in Ledford allowed a prospective real estate buyer to cancel the transaction if his examination of the title proved unsatisfactory. The court held that “it was clearly intended and understood that the Buyer could only back out because of good faith concern about the title.

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Bluebook (online)
951 F. Supp. 186, 139 Oil & Gas Rep. 368, 1995 U.S. Dist. LEXIS 21382, 1995 WL 908187, Counsel Stack Legal Research, https://law.counselstack.com/opinion/davis-v-sonat-exploration-co-oknd-1995.