in Re Samson Exploration, LLC, F/K/A Samson Lone Star, LP

• Court: Court of Appeals of Texas
• Decided: April 21, 2022
• Docket: 09-22-00081-CV
• Status: Published

Opinion

In The

Court of Appeals

Ninth District of Texas at Beaumont

__________________

NO. 09-22-00081-CV __________________

IN RE SAMSON EXPLORATION, LLC, F/K/A SAMSON LONE STAR, LP

__________________________________________________________________

Original Proceeding 60th District Court of Jefferson County, Texas Trial Cause No. B-173008-A __________________________________________________________________

MEMORANDUM OPINION

In a petition for a writ of mandamus, Samson Exploration, LLC (f/k/a Samson

Lone Star, LP) complains the trial court abused its discretion by signing an order

refusing Samson’s tender of a deposit to pay what it owed on the judgment (with

interest) into the court’s registry while preserving its right to challenge the judgment

in an appeal. In the petition, Samson raised three arguments. First, it claimed the trial

court abused its discretion by denying Samson’s motion rejecting Samson’s tender

of the funds into the court’s registry. Second, it argued the trial court abused its

discretion by refusing to release the entity that posted the supersedeas bond. And

1 last, it argues the trial court abused its discretion by refusing to release the surety

from its obligations under the bond.

In response to the petition, the Real Parties in Interest1 argue that Samson has

not shown it is entitled to relief against the District Clerk and has not shown it has a

right to have the supersedeas bond released given Samson’s impending appeal of the

trial court’s judgment to the Texas Supreme Court. After considering the parties’

arguments, we conclude Samson has shown it is entitled to relief on its complaint

that the trial court refused to grant its motion to allow it to deposit funds to satisfy

the judgment obtained against it by the Real Parties in Interest. As to that claim, we

conclude Samson has no remedy through an ordinary appeal since it has no other

way to stop the accrual of post-judgment interest at the contracted rate while Samson

prosecutes its appeal to the Texas Supreme Court. But we deny relief as to Samson’s

remaining claims.

The Law is Settled

Twenty years ago, the Supreme Court of Texas made it clear that a judgment

debtor has a right to pay a judgment while pursuing an appeal.2 In Miga I, the

1 The petition identifies the real parties Jana Bordages, Joseph A. Bordages III, Scott Alan Bordages, P. Bordages Heirs Account. A, L.P., Mary Patricia Carlisi, and Carlisi et al., Don W. Heisig, Piper Heisig, J.J. Johns Land Trust, Stephanie Bordages Knobel, Allison Bordages Koskella, J.B. Matthews LLC, Sister Raphael Bordages Trust, Sister Emily Bordages Trust, Sister Marie Bordages Trust; and Sister Frances Marie Bordages Trust. 2 Miga v. Jensen, 96 S.W.3d 207, 211 (Tex. 2002) (Miga I). 2 Supreme Court made it clear that in Texas, the “rule is not, and never has been,

simply that any payment toward satisfying a judgment, including a voluntary one,

moots the controversy and waives the right to appeal that judgment.”3 Then, the

Court explained that when a judgment debtor pays a judgment and does so while

expressing an intent to pursue an appeal, the judgment debtor preserves and does not

waive the right it has to contest the judgment by exercising its right to appeal.4

Instead, the Court explained, the post-judgment interest the judgment creditor earns

on the judgment is the compensation the judgment creditor receives for having lost

the opportunity to invest the money it was owed based on the amount represented

by the judgment, pending the outcome of the appeal.5 So when the judgment debtor

unconditionally tenders money it owes into the registry, “there is no need for the

continuing accrual of post-judgment interest.”6 If successful, the judgment debtor

may then sue the judgment creditor and seek restitution.7

Background

The judgment lying at the heart of this dispute resulted from a breach-of-

contract case, a case with a long history of litigation and of appeals.8 The

3 Id. 4 Id. at 212. 5 Id. 6 Id. 7 Miga v. Jensen, 299 S.W.3d 98, 101-02 (Tex. 2009) (Miga II). 8 See Samson Expl., LLC v. Bordages, ___ S.W.3d ___, No. 09-20-00174-CV, 2022 WL 120004 (Tex. App.—Beaumont Jan. 13, 2022, no pet. h.) (not yet 3 $13,133,120 judgment, signed in June 2020, accrues post-judgment interest at a rate

based on the parties’ written agreement of eighteen percent, per year. In July 2020,

Samson superseded the judgment by posting a supersedeas bond. In January 2022,

we issued an opinion affirming the trial court’ judgment, concluding the lease’s

payment provisions (1) permitted compounding of late charges, (2) did not provide

an exception to paying late charges on past due royalties, and (3) a bona fide dispute

over title did not exist altering when royalties on the lease were due.9 In February

2022, while we retained plenary power over the judgment, we issued a corrected

judgment to add language requiring Samson Energy Company, LLC, which is

Samson’s surety, to perform the judgment since it is Samson’s surety on the

supersedeas bond.

Shortly before the Court issued its corrected judgment, Samson filed a motion

in the trial court and asked the trial court for permission to deposit what Samson

claimed to be the full amount it owed on the judgment into the registry of the court.

Samson tendered $16,944,183.08 into the trial court’s registry, an amount it claims

reported). See also Samson Lone Star, Ltd. P’ship v. Hooks, 389 S.W.3d 409 (Tex. App.—Houston [1st Dist.] 2012), aff’d in part, rev’d in part Hooks v. Samson Lone Star, Ltd. P’ship, 457 S.W.3d 52 (Tex. 2015), on remand Samson Lone Star Ltd. P’ship v. Hooks, 497 S.W.3d 1 (Tex. App.—Houston [1st Dist.] 2016, pet. denied), subsequent appeal Samson Expl., LLC v. Hooks, No. 09-18-00390-CV, 2020 WL 5552143 (Tex. App.—Beaumont 2020, no pet.) (mem. op.); see also Samson Expl., LLC v. T.S. Reed Props., Inc., 521 S.W.3d 26 (Tex. App.—Beaumont 2015), aff’d 521 S.W.3d 766 (Tex. 2017). 9 See Bordages, 2022 WL 120004, at *8. 4 represents what it owed under the judgment through January 26, 2022, two days after

the date it filed its motion asking for the trial court’s permission to deposit the money

into the registry of the court. The Real Parties in Interest, however, refused to accept

Samson’s tendered deposit paying the judgment, even though Samson represented

that it was willing to cooperate with the Real Parties in Interest should they seek to

withdraw the funds after the money was paid into the registry of the court. Samson

also stated that after depositing the funds into the court’s registry, it intended to file

a petition to review the judgment in the Texas Supreme Court and challenge the

ruling and opinion of the Ninth Court of Appeals. And if Samson succeeded, Samson

said it intended to sue the Real Parties in Interest and seek to recover the money it

paid into the registry of the court.

In February 2022, the trial court conducted a hearing on Samson’s motion.

During the hearing, the Real Parties in Interest argued that Miga I and II allowed

them a right to elect between forcing Samson to continue accruing interest on the

judgment or to pay the judgment outright.10 In the trial court, the attorney for the

10 See Miga I, 96 S.W.3d at 211 (“Allowing Miga to choose, pending Jensen’s appeal, between the continuing accrual of interest on $23.4 million and receipt of that $23.4 million outright is entirely consistent with the Finance Code.”); see also Tex. Fin. Code Ann. § 304.005 (“(a) Except as provided by Subsection (b), postjudgment interest on a money judgment of a court in this state accrues during the period beginning on the date the judgment is rendered and ending on the date the judgment is satisfied. (b) If a case is appealed and a motion for extension of time to file a brief is granted for a party who was a claimant at trial, interest does not accrue for the period of extension.”). 5 Real Parties in Interest explained: “We choose, in accordance with the Miga case, to

continue accruing interest because the Supreme Court could take three or four

months, it could take two or three years. We want to accrue 250,000 in interest per

month while they’re dillydallying around on this appeal.” The attorney then said: “If

[Samson’s attorney’s] are right that they don’t owe any money, then they won’t have

to pay a penny of interest; but if they’re wrong, they should have to pay

postjudgment interest, per the statute, until the judgment is paid.”

In response, Samson’s attorney argued: “But [the] argument [by the Real

Parties in Interest] is an argument for the day when we’re determining the effect of

putting the money in, whether you order more judgment interest on it or whatever

the case may be, but that does not affect our essentially universal right to put the

money in the registry of the court but the effect of that decision to be determined

down the road.” To put it simply, the Real Parties in Interest asked the trial court to

allow the contract interest rate to remain in place, an advantage to them in the

litigation given the high rate of interest they had in their contract and the large sum

of money that Samson owed under the judgment, all accruing interest until paid at

eighteen percent per year.

In February 2022, the trial court denied Samson’s motion seeking an order to

require the District Clerk to take funds Samson wanted to place in the registry of the

court. Samson’s tender, if Samson correctly calculated the amount it owed, a matter

6 that we need not decide, represents the principal and contract interest it was willing

to voluntarily pay on the judgment as of January 26, 2022.

Later that month, Samson filed a second motion, this time asking the trial

court to release Samson Exploration, LLC (formerly known as Samson Lone Star,

LP) from its obligations under the supersedeas bond that Samson Exploration had

posted on Samson’s behalf. The trial court conducted a hearing on that motion less

than two weeks later, but the court then denied the motion and refused to release

Samson Exploration, LLC as the surety on the bond.

Samson’s Mandamus

In its petition for mandamus, Samson argues the trial court abused its

discretion in refusing Samson’s tender of nearly seventeen million dollars into the

registry of the court. In response, the Real Parties in Interest insist that Miga I allows

judgment creditors like the Real Parties in Interest to choose between allowing the

judgment debtor to pay the judgment or to instead refuse to agree to payment so that

the judgment will continue to accrue interest. To be sure, the parties have not agreed

to much throughout the history of the litigation. That said, both agree that Miga I

and II provide the guiding rules that govern a trial court’s discretion in deciding

whether a judgment debtor has taken the steps required to stop a judgment from

accruing interest pending the outcome of an appeal. Even so, the parties disagree

about how those rules as explained in Miga I and II apply to the facts before us here.

7 Candidly, differences exist between the facts before the Court in Miga I and

II compared to what we have here. In Miga I, Jensen superseded the judgment by

filing a $25 million supersedeas bond.11 Shortly after the Court of Appeals issued its

opinion in Miga I, the parties agreed to Jensen’s unconditional tender of $23 million

toward satisfying the judgment. The parties did not make any such agreement to the

tender Samson offered here. In Miga I, the trial court signed an agreed order

terminating the accrual of post-judgment interest on 23 million dollars of the

judgment based on the payment Jensen made on the judgment, which reduced

Jensen’s bond by a like amount, and saved Jensen $1 million per year.12 Then, Miga

and Jensen both asked the Texas Supreme Court to review the ruling made by the

appellate court in Miga I. And when the Texas Supreme Court resolved Miga I, the

Court held that because Jensen notified Miga that he was planning to appeal before

he tendered the money into the registry of the court, the Court determined that Jensen

had not waived his right to appeal.13 So while Miga I did involve an agreement

between the parties on paying the judgment, the Court’s opinion also did not hinge

on Miga’s and Jensen’s agreement; instead, the focus in Miga I was whether

11 Miga I, 96 S.W.3d at 210. 12 Id. 13 Id. at 211-12. 8 judgment debtor (Jensen) unconditionally tendered the funds when he paid them into

the registry of the court.14

Samson established it made an unconditional tender here, even though its

tender proved unsuccessful when the trial court signed an order denying Samson’s

motion to deposit $16,944,183.08 into the registry of the court. In the trial court and

here, the Real Parties in Interest argue the trial court could refuse Samson’s tender

because Samson made what the Real Parties in Interest characterized in the trial court

as a refundable deposit, meaning a deposit that Samson could get back should it

prevail in its appeal to the Texas Supreme Court. Characterizing Samson’s tender as

a refundable deposit, the Real Parties in interest essentially argue the tender Samson

made was not unconditional. But the argument lacks merit. Samson didn’t ask the

trial court to impose any obligation on the District Clerk or the Real Parties in

Interest to refund the money should Samson win its appeal. Samson merely asked

the trial court to allow Samson to deposit the money into the registry of the court

while reserving its right to challenge the trial court’s judgment on appeal, much like

what Jensen did in Miga I.15 Nor did Samson seek to deposit the funds into the

14 Id. at 212 (“When a judgment creditor has received an unconditional tender of the money awarded, and may invest it as he chooses, there is no need for the continuing accrual of post-judgment interest.”). 15 Id. at 211. 9 registry rather than file a bond.16 So should Samson prevail in the Texas Supreme

Court in its appeal, it will need to sue the Real Parties in Interest or seek the trial

court’s permission before withdrawing the money from the registry of the court if

the funds are still there.17

The Real Parties in Interest also argue that Samson, by petitioning for

mandamus are asking that this Court issue a writ of mandamus against the District

Clerk. That argument also lacks merit—it is simply not true. We note a district clerk

has a ministerial duty to file a document when a document is properly presented to

the clerk.18 Had the trial court granted Samson’s motion and had the District Clerk

refused to accept Samson’s deposit, Samson would have then had the right to ask

the trial court to order the clerk to perform their ministerial duties by petitioning for

mandamus relief in the trial court, not by petitioning for relief here.19 But as the Real

Parties in Interest know, that is not what happened here.

16 See Anglo-Dutch Petroleum Int’l, Inc. v. Greenberg Peden, P.C., 522 S.W.3d 471, 491-92 (Tex. App.—Houston [14th Dist.] 2016, pet. denied) (a deposit instead of supersedeas bond is not by itself an unconditional tender that terminates the accrual of post-judgment interest). 17 See Miga II, 299 S.W.3d at 101-02. 18 See Tex. Gov’t Code Ann. § 51.303 (a) (“The clerk of a district court has custody of and shall carefully maintain and arrange the records relating to or lawfully deposited in the clerk's office.”); Turrentine v. Lasane, 389 S.W.2d 336, 337 (Tex. Civ. App.—Waco 1965, no writ) (county clerk’s ministerial duty to file properly deposited record is enforceable in a mandamus proceeding filed in a district court). 19 See Metzger v. Jackson, No. 01-10-00144-CV, 2010 WL 2991163, at *2 (Tex. App.—Houston [1st Dist.] July 29, 2010, pet. denied) (mem. op.) (“A district court has jurisdiction to issue a writ of mandamus in original proceedings against a 10 The motion Samson filed seeking to deposit funds into the registry of the court

complies with local practices. And had the trial court granted Samson’s motion, we

are confident the District Clerk would have accepted the money Samson tried to

deposit into the registry of the court. Moreover, in its petition, Samson did not seek

an order from this Court directed at the District Clerk; instead, Samson asked this

Court for relief from the order signed by the 60th District Court denying its motion.

Under the circumstances, we conclude the benefits of reviewing the matter by

mandamus outweigh the detriments to doing so.20

Last, Samson argues the trial court abused its discretion in denying its motion

to release Samson Exploration, LLC (formerly Samson Lone Star, LP) from its

obligations as the surety on the supersedes bond that Samson posted to supersede

the judgment. We conclude Samson invited the trial court to make that error. When

Samson was before the trial court, its attorney said: “We’re not in any way limiting

their argument to you down the road as to how much money they are owed. We will

disagree with them, but it doesn’t limit their ability to argue to you and I suppose

you to agree with them.” When the trial court chose to reject Samson’s tender, it was

county official if the order falls within its jurisdiction and the law does not reserve original proceedings to another court.”); see also In re Simmonds, 271 S.W.3d 874, 879 (Tex. App.—Waco 2008, orig. proceeding) (explaining that a court of appeals has “jurisdiction under our mandamus power to consider whether to order the district court to [require the District Clerk to file a lawsuit]”). 20 In re Prudential Ins. Co. of Am., 148 S.W.3d 124, 136 (Tex. 2004) (orig. proceeding). 11 never asked by the parties to decide what amount Samson owed under the judgment

as of January 26, 2022, or whether Samson had calculated the correct amount of

principal and interest owed as of January 26. As Samson noted, that could be argued

later.21 Concerning Samson’s remaining arguments, we conclude that it has not

shown the trial court abused its discretion in refusing to release the supersedeas bond

and has not shown the trial court abused its discretion by refusing to release Samson

Exploration, LLC (formerly Samson Lone Star, LP) as Samson’s surety on the bond.

Conclusion

For the reasons explained above, we conditionally grant mandamus relief in

part and deny mandamus relief in part. We are confident the trial court will vacate

its order denying Samson’s motion to deposit the full amount of the judgment into

the registry of the court. A writ of mandamus will issue only if the trial court fails to

comply. All other relief requested in Samson’s petition for mandamus is denied.

PETITION CONDITIONALLY GRANTED IN PART; DENIED IN PART.

PER CURIAM

Submitted on March 21, 2022 Opinion Delivered April 21, 2022

Before Golemon, C.J., Kreger and Horton, JJ.

21 We would note, however, that interest on judgments generally accrues until the judgment is satisfied. See Tex. Fin. Code Ann. § 304.005. 12