Kansas Baptist Convention v. Mesa Operating Ltd. Partnership

898 P.2d 1131, 258 Kan. 226, 1995 Kan. LEXIS 100
CourtSupreme Court of Kansas
DecidedJuly 14, 1995
DocketNo. 72,663
StatusPublished
Cited by14 cases

This text of 898 P.2d 1131 (Kansas Baptist Convention v. Mesa Operating Ltd. Partnership) is published on Counsel Stack Legal Research, covering Supreme Court of Kansas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Kansas Baptist Convention v. Mesa Operating Ltd. Partnership, 898 P.2d 1131, 258 Kan. 226, 1995 Kan. LEXIS 100 (kan 1995).

Opinion

The opinion of the court was delivered by

ALLEGRUCCI, J.:

This is the second time this case has been before the court. Originally, this was an action brought by the Kansas Baptist Convention (Baptists) and Hugoton Energy Corporation (Hugoton Energy) against Mesa Operating Limited Partnership (Mesa) to avoid or reform a 1952 contract, which fixed the price at which the Baptists and Hugoton Energy sold gas to Mesa and required them to pay actual costs and expenses. The district court concluded that Mesa had breached and thereby voided the contract as of May 25, 1988. The district court awarded damages to the Baptists and Hugoton Energy for the period between breach and judgment and s/i6 of proceeds less s/i6 of costs thereafter. Mesa appealed; the Baptists and Hugoton Energy cross-appealed from the district court’s determination of the amount of their recovery. [227]*227On that first appeal, this court agreed that Mesa had breached the contract, but it concluded that the contract should have been reformed rather than terminated. The case was remanded with directions. Kansas Baptist Convention v. Mesa Operating Limited Partnership, 253 Kan. 717, 864 P.2d 204 (1993) (Mesa I). The district court reformed the contract, and damages were calculated at $243,215.06. The request of the Baptists and Hugoton Energy for prejudgment interest was denied. Mesa appeals from the judgment reforming the price provisions of the contract and awarding damages. The Baptists and Hugoton Energy cross-appeal from that part of the judgment which denied an award of prejudgment interest. The appeal was transferred to this court pursuant to K.S.A. 20-3018(c).

The factual background for this appeal is stated in the court’s opinion in Mesa I and need not be restated here except as needed to resolve this appeal.

In Mesa I, the district court concluded that Mesa had breached the agreement on May 25, 1988, when it began drilling the third well and that the contract became void on that day. The district court further concluded that because the unit still existed, the Baptists and Hugoton Energy were entitled to s/i6 of the production from the unit. Accordingly, the district court ordered judgment for the Baptists and Hugoton Energy (1) in the amount of $185,220.86 for production through April 1992, (2) s/i6 of proceeds from unit production less expenses from May 1, 1992, to the date of the journal entry (July 27,1992) plus prejudgment interest, and (3) s/i6 of proceeds from future unit production less 5/m of reasonable costs and expenses.

On Mesa’s appeal from the district court’s judgment, this court agreed that Mesa breached the agreement on May 25, 1988, when it began drilling the third well. This court disagreed, however, that the contract should have been terminated as a result of the breach. This court stated:

“[T]ermination of the contract merely shifts the inequities from the plaintiffs to the defendant. The parties entered into a long-term executory contract in which Mesa obtained a long-term supply of natural gas and the plaintiffs initially received an acceptable price for their interest in the gas produced and sold under the [228]*228contract. The remedy, therefore, should preserve the mutual benefits of this long-term contract under the changed circumstances. The least drastic remedy should be applied which will provide equity and justice to the parties. We note that plaintiffs’ cause of action includes, as an alternative to avoiding the contract, a prayer for reformation of the contract to require the defendant to pay market price for the natural gas. We conclude that reformation of the contract, and not termination, is the appropriate remedy which will best preserve to each party the benefits they initially intended and contemplated receiving from the contract.” 253 Kan. at 737.

With regard to the task of the district court on remand, this court stated:

“Upon remand, the district court must determine to what extent the price and cost terms for drilling and operating of the natural gas wells and for sale of the natural gas should be modified. The district court should fashion a remedy modifying the contract in fight of the changed circumstances that have rendered the contract unconscionable. To avoid injustice to the parties, the modification should attempt to preserve the original purpose and expectations of the parties in fight of the changed circumstances. Since enforcement of the contract as modified is the appropriate remedy in the present case, it follows that the damages for defendant’s breach of the contract must be determined based upon the contract as it is modified by the district court.” 253 Kan. at 740.

On June 1, 1994, the district court heard arguments of counsel on the appropriate remedy and accepted the briefs and exhibits of the parties. It was agreed that counsel’s statements reflected the substance of what witnesses for the Baptists and Hugoton Energy would have said and that Mesa’s Exhibit M would serve to illustrate the content of testimony it would have presented. Post-hearing suggestions were filed. On June 23, 1994, the district court filed its findings. After reciting the respective contentions of the parties, the district court stated:

“[Mesa] operates its wells by gathering fines from each well to a central plant where gasoline and other liquifiable hydrocarbons are removed. The processed gas stream is then sold to Kansas Power and Light Company (KP&L) at the ‘tailgate’ of this plant. . . . [T]he court finds this extraction process represents approximately 20% of the total revenues received by Mesa from field revenue. ...
“[The Baptists and Hugoton Energy] have conceded that the drilling costs of the infill well are reasonable. This court finds that [Mesa’s] overhead and operating costs, while above the reported field averages, are reasonable. This court further [229]*229finds that Mesa, in its self-interest, is marketing the gas under contract to KP&L that exceeds the spot market and is beneficial to both seller and buyer.
“This court therefore concludes that the reformation should be achieved by using Mesa’s sale price as to all production from the wells and offsetting this amount by the current charges as to operation and overhead and die $174,000.00 drilling costs for the infill well.
“This market price should be applied to all production ....
“This change allows reformation with only a change in the price provision of the original contract. It allows Mesa to extract the liquid hydrocarbons as anticipated in sale of the whole gas stream under the original agreement and allows this margin to Mesa for distribution and processing costs. It should be noted that value of these products has increased since the date of the original contract in paralleling the rise in crude oil prices. This means Mesa will pay its tailgate price to each well’s individual production based on a 14.65 p.s.i.a. which is the industry standard. Mesa will retain the extracted products without accounting to [the Baptists and Hugoton Energy],
“[T]his reforms the contract so current values are applied to both price (revenue) and costs.

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Cite This Page — Counsel Stack

Bluebook (online)
898 P.2d 1131, 258 Kan. 226, 1995 Kan. LEXIS 100, Counsel Stack Legal Research, https://law.counselstack.com/opinion/kansas-baptist-convention-v-mesa-operating-ltd-partnership-kan-1995.