J-A26019-24
NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT O.P. 65.37
KRIEBEL MINERALS, INC.; KRIEBEL : IN THE SUPERIOR COURT OF PRODUCTION CO.; KRIEBEL : PENNSYLVANIA RESOURCES COMPANY; JGG : PARTNERS, L.P.; K & K MINERAL : RESOURCES CO.; KRIEBEL GAS & : OIL, INC.; KMSD, LLC; KRIEBEL : PRODUCTION CO. LLC; KRIEBEL : LEASING LLC; KRIEBEL RESOURCES : CO., LLC; KRIEBEL RESOURCES; : No. 352 WDA 2024 AND K & K MINERALS LLC : : : v. : : : EQT CORPORATION; EQT : PRODUCTION COMPANY : : Appellants :
Appeal from the Order Entered March 4, 2024 In the Court of Common Pleas of Clarion County Civil Division at No(s): 581 CD 2023
BEFORE: BOWES, J., BECK, J., and BENDER, P.J.E.
MEMORANDUM BY BECK, J.: FILED: MARCH 14, 2025
EQT Corporation and EQT Production Company (collectively, “EQT”)
appeal from the order entered in the Clarion County Court of Common Pleas
(“trial court”) denying EQT’s motion to compel arbitration.1 As we find no
error in the trial court’s decision in the instant case, we affirm.
____________________________________________
1 An order denying a motion to compel arbitration is appealable as of right. See 42 Pa.C.S. § 7320(a)(1). J-A26019-24
This case involves a purchase and sale agreement (“PSA”) Kriebel
Minerals, Inc., Kriebel Production Co., Kriebel Resources Company, JGG
Partners, L.P., K&K Mineral Resources Co., Kriebel Gas & Oil, Inc., KMSD, LLC,
Kriebel Production Co. LLC, Kriebel Leasing LLC, Kriebel Resources, and K&K
Minerals LLC (collectively “Kriebel”) executed with Range Resources-
Appalachia, LLC (“Range Resources”). Pursuant to the PSA, Kriebel
transferred certain oil and gas leasing rights located in southwestern
Pennsylvania to Range Resources. Range Resources, who is not a party to
this case, subsequently assigned these rights to EQT.
Of relevance to this appeal, under the PSA, if EQT decides to drill or
participate in the development of a well located on any leased land conveyed
by the PSA, Kriebel maintains the right to elect to participate in such drilling
interest. Section 11.5 of the PSA governs Kriebel’s election rights and
provides as follows2:
11.5 Participation of [Kriebel]
(a) [Kriebel] and any Permitted Participation Assignee shall have the right to elect to participate for up to an aggregate of 15% of the Drilling Party’s interest in each well (proportionately reduced to the number of acres out of the Leases included in the production unit for such well) to be drilled in the Deep Rights by or on behalf of such Drilling Party upon any Lease, any Jointly Owned AMI Interest or any lands pooled or unitized therewith (collectively, the “Participation Lands”) in accordance with the terms and conditions of this Section 11.5.
2 For purpose of clarity, the term “Buyer” in the PSA refers to EQT as Range Resources assigned its rights under the PSA to EQT.
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(b) If Buyer or its successors and assigns with respect to the Participation Lands (Buyer and or such successors and assigns, a “Drilling Party”) decides to drill or participate in the drilling of any such well, then such Drilling Party shall provide to [Kriebel] notice of such Drilling Party’s decision to drill or participate in the drilling of any such well, which notice (the “Well Notice”) shall include an AFE covering such well and the drilling thereof. Such AFE shall include the out of pocket acquisition costs incurred by such Drilling Party with respect to the Leases and/or leases covering the Participating Lands (which costs with respect to the interests in the Leases purchased hereunder, shall be calculated on the basis of … per Net Mineral Acre).
(c) [Kriebel] (on its own behalf and/or on behalf of any Permitted Participation Assignee) shall have the right to elect to participate in the drilling of such well by delivering to such Drilling Party, on or before the close of business on the 15th day following its receipt of a Well Notice (the “Election Date”), a notice of the election to participate in such well by such Person(s) and the amount of such interest (up to such 15% interest) in which such Person(s) elect to participate (the “Well Interest”), together with all amounts (in immediately available funds) that are attributable to such Well Interest based upon the amounts set forth in the AFE (the “Participation Costs”) delivered by Drilling Party to KMI with respect to such well. Any failure by [Kriebel] to deliver such notice and pay such Participation Costs on or before the close of business on the Election Date shall be deemed an election by [Kriebel] and the Permitted Participation Assignees to not participate in the drilling of the well described in the applicable Well Notice.
(d) If [Kriebel] (on its own behalf and/or on behalf of any Permitted Participation Assignee) timely elects to participate in the drilling of a well described in any Well Notice and pays the applicable Participation Costs in accordance with the foregoing, then Drilling Party within 5 days of its receipt of such election notice and Participation Costs, shall assign to such Person(s) its/their Well Interest in the production unit formed for such well. Such assignment shall be in a form mutually agreeable to such Drilling Party and [Kriebel] and shall be without warranty of title except for a special warranty of title by, through and under such Drilling Party. All operations with respect to any well in which [Kriebel] or any Permitted Participation Assignee elects to participate in accordance with this Section 11.5 and the production unit formed therefore shall be governed by [a Joint Operating
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Agreement (“JOA”), the form of which is attached hereto as “Exhibit E”].
Complaint, 9/1/2023, Exhibit A (hereinafter, “PSA”) § 11.5.
The JOA contains the following arbitration clause:
I. Arbitration:
Any controversy relating to this agreement shall be settled by three (3) disinterested non-related parties, one (1) selected by [Kriebel], one (1) by [Range Resources], and the remaining one (1) to be appointed by first two (2) so selected; and the majority decision of the three (3) arbitrators shall be final and conclusive. The arbitrators shall be jointly instructed by [Kriebel] and [Range Resources] to choose between the position taken on that issue by [Kriebel] and the position taken on that issue by [Range Resources], as opposed to adopting either a compromise position or any position not taken by [Kriebel] or [Range Resources]. The arbitrators shall report their conclusions in writing to the parties as promptly as possible after submission of the matter to arbitration, but in any event within thirty (30) days after such submission. The arbitrators’ ruling will be binding upon the parties. The non-prevailing party will pay the fees and expenses of the arbitrators. A party will be the “prevailing party” if the position proposed by that party is the position determined by the arbitrators. Such arbitration shall occur in Pittsburgh, Pennsylvania.
PSA, Exhibit E (hereinafter, “JOA”) at Art. XVI, ¶ I (hereinafter, “arbitration
clause”).
The interpretation of section 11.5 of the PSA previously came before this
Court in Kriebel Minerals, Inc. v. EQT Corporation, 1427 WDA 2022, 2024
WL 365147, at *1 (Pa. Super. Jan. 31, 2024) (non-precedential decision)
(hereinafter “Kriebel I”). In Kriebel I, Kriebel learned that EQT was drilling
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on leased land included in the PSA.3 Kriebel I, 2024 WL 365147, at *3.
Kriebel instituted a civil action and began their pre-complaint discovery
pursuant to Pennsylvania Rule of Civil Procedure 4003.8.4 Id. In response to
Kriebel’s initial discovery requests, EQT filed a motion to compel arbitration in
which it asserted that any causes of action Kriebel sought to assert relating to
their rights under the PSA were covered by a mandatory arbitration agreement
incorporated into the PSA through the JOA. Id. The trial court denied the
motion to compel arbitration, concluding that the terms of the JOA did not
apply, as Kriebel had not elected to participate in any drilling. Id. at 4. As
we will discuss further below, this Court affirmed the trial court’s order denying
EQT’s motion to compel arbitration. See id. at *5-*8.
In the case now pending before this Court, the record reflects that on
March 27, 2019, EQT notified Kriebel by letter, pursuant to section 11.5(b) of
the PSA, of its intent to develop the River #3 Production Unit (“River Pad”) on
the border of Greene and Washington Counties, as the drilling involved leases
covered by the PSA. See Complaint, 9/1/2023, ¶ 10. On March 31, 2019,
Kriebel executed its election to participate pursuant to section 11.5(c) and on
3 The particular leases at issue in Kriebel I are not at issue in this case.
4 Under Rule 4003.8, “[a] plaintiff may obtain pre-complaint discovery where the information sought is material and necessary to the filing of the complaint and the discovery will not cause unreasonable annoyance, embarrassment, oppression, burden or expense to any person or party.” Pa.R.Civ.P. 4003.8(a).
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April 8, 2019, remitted $468,451.56 to EQT for its participation costs in the
development of the River Pad (“participation payment”). According to Kriebel,
on July 15, 2019, they learned that EQT did not intend for the River Pad to
begin producing gas for consumption until June 2022 even though EQT had
already spudded and topset5 the River Pad in 2016 and 2017. Id. ¶¶ 16-17.
Kriebel alleged that the delay in production was the result of EQT’s inability to
successfully negotiate a lease with the Bureau of Land Management (“BOLM”)
to drill on certain public lands that comprised the River Pad. Id. ¶ 17. On
July 17, 2019, Kriebel demanded that EQT return the participation payment.
EQT returned $403,136.56 of the participation payment, but retained the
remaining $65,315 (“disputed funds”) as costs associated with its earlier
spudding and topsetting of the River Pad.
On September 1, 2023, Kriebel filed a complaint in which it raised claims
of fraud, breach of contract, and unjust enrichment. See id. ¶¶ 23-47.
Kriebel asserted that EQT fraudulently induced its election to participate in the
development and drilling of the River Pad, and also breached the PSA by failing
to inform Kriebel that it had yet to procure a lease from the BOLM before it
5 As EQT explains, “‘[s]pudding’ is a standard term in the oil and gas industry that refers to the first boring of the hole in the drilling of an oil and gas well.” EQT’s Brief at 26 (quotation marks, brackets, and citation omitted). “Topsetting” is also “a standard term that refers to the process of drilling a well down to the selected shale gas formation and properly encasing the well to prevent the release of gas and other chemicals into the ground surrounding the well bore.” Id. (quotation marks and citation omitted).
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could proceed with the development of the River Pad. See id. Kriebel sought
the return of the disputed funds. Id. ¶ 47.
On September 22, 2023, EQT filed a motion to compel arbitration. EQT
asserted that under Kriebel I, because Kriebel had elected to participate in
the development of the River Pad, the JOA governed this dispute, and its
arbitration clause was applicable to this case. See Motion to Compel
Arbitration, 9/22/2023, ¶¶ 16-37. It further asserted that the JOA applied
because other provisions of the JOA applied to the claims raised in the
complaint. Id. ¶¶ 29-37. On March 4, 2024, the trial court denied EQT’s
motion to compel arbitration, finding that, regardless of Kriebel’s election to
participate in the development of the River Pad, the claims Kriebel raised in
its complaint were “based solely on the provisions of the PSA governing the
process for electing to participate in a well” and “do not pertain” to the
operations of any well, rendering the JOA inapplicable. Trial Court Opinion,
3/4/2024, at 5 (pagination added).
EQT timely appealed to this Court. Both EQT and the trial court have
complied with Pennsylvania Rule of Appellate Procedure 1925. EQT presents
the following issue for review: “Whether the trial court erred when it denied
[EQT’s] motion to compel arbitration on the basis that the arbitration
agreement within the JOA does not apply to claims relating to natural gas
wells in which [Kriebel] elected to participate?” EQT’s Brief at 5 (unnecessary
capitalization omitted).
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Our standard and scope of review are as follows:
We review a trial court’s denial of a motion to compel arbitration for an abuse of discretion and to determine whether the trial court’s findings are supported by substantial evidence. In doing so, we employ a two-part test to determine whether the trial court should have compelled arbitration. The first determination is whether a valid agreement to arbitrate exists. The second determination is whether the dispute is within the scope of the agreement.
Whether a claim is within the scope of an arbitration provision is a matter of contract, and as with all questions of law, our review of the trial court’s conclusion is plenary. The scope of arbitration is determined by the intention of the parties as ascertained in accordance with the rules governing contracts generally. These are questions of law and our review is plenary.
Arbitration is a matter of contract, and parties to a contract cannot be compelled to arbitrate a given issue absent an agreement between them to arbitrate that issue. Even though it is now the policy of the law to favor settlement of disputes by arbitration and to promote the swift and orderly disposition of claims, arbitration agreements are to be strictly construed and such agreements should not be extended by implication.
Setlock v. Pinebrook Pers. Care and Ret. Ctr., 56 A.3d 904, 907-08 (Pa.
Super. 2012) (emphasis in original, citation omitted).
“Pennsylvania has a well-established public policy that favors
arbitration, and this policy aligns with the federal approach expressed in the
Federal Arbitration Act, 9 U.S.C. §§ 1–16 (FAA)[, …] appl[ying] equally to all
arbitration agreements.” Humphrey v. GlaxoSmithKline PLC, A.3d 8, 13
(Pa. Super. 2021) (quotation marks and citations omitted). We have
explained, however, that “the policy favoring arbitration was not intended to
render arbitration agreements more enforceable than other contracts, and the
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FAA was not designed to preempt all state law related to arbitration.” Id.
(quotation marks and citation omitted). “Thus, when addressing the specific
issue of whether there is a valid agreement to arbitrate, courts generally
should apply ordinary state-law principles that govern the formation of
contracts, but in doing so, must give due regard to the federal policy favoring
arbitration.” Id. at 13-14 (quotation marks and citations omitted). State
contract law governs the scope of arbitration agreements. Id. at 14.
The parties do not dispute the existence or validity of the JOA or its
arbitration clause on appeal. We must therefore proceed to the second step
and determine whether the dispute for which EQT seeks to compel arbitration
falls within the scope of the arbitration clause. See Setlock, 56 A.3d at 907.
When interpreting a contract, “the ultimate goal is to ascertain and give
effect to the intent of the parties as reasonably manifested by the language
of their written agreement.” Provenzano v. Ohio Valley Gen. Hosp., 121
A.3d 1085, 1095 (Pa. Super. 2015) (citation omitted). In ascertaining the
intent of the parties,
the court may take into consideration the surrounding circumstances, the situation of the parties, the objects they apparently have in view, and the nature of the subject matter of the agreement. The court will adopt an interpretation that is most reasonable and probable bearing in mind the objects which the parties intended to accomplish through the agreement.
Id. (citation omitted)
EQT raises three arguments in support of its claim that the trial court
erred in denying its motion to compel arbitration. First, EQT argues that in
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Kriebel I, Kriebel only argued, and this Court only held, that JOA applies
pursuant to section 11.5 if there is an election to participate; no other
prerequisite existed to its applicability. EQT’s Brief at 17-18. EQT maintains
that judicial estoppel precludes Kriebel from now arguing that more (i.e., that
the claim raised must also relate to “operations”) is required for the JOA to
apply:
Having successfully argued in Kriebel I that the JOA and its arbitration agreement apply only when an election has been made to participate in wells in Participation Lands and defeated a motion to compel arbitration in that case as a result, [] Kriebel [] should have been bound by that argument here and estopped from asserting any additional factors for applicability.
Id. at 19.
Second, EQT contends that the dispute in this case arises from certain
provisions in the JOA, not the PSA, and thus, the arbitration is applicable to
this case. Id. at 19-23. It cites to various provisions of the JOA that address
“pre-drilling activities,” three of which it contends has particular significance
and applicability to the claims raised by Kriebel. Id. at 20-23 (citing JOA,
Arts. IV, VI.A, VI.B).
Third, EQT argues that the trial court erred by limiting the applicability
of the JOA to claims concerning “participation in the drilling of a well.” Id. at
23. According to EQT, “the trial court’s conflation of ‘operations’ with the
drilling of a well improperly limited the application of the JOA and its
arbitration agreement,” again contending that other provisions of the JOA—
for example, Article IV.A—fall within the definition of “operations” as defined
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by Pennsylvania law. Id. at 24-25. Even if the trial court’s interpretation was
accurate, and the JOA is limited to claims raised related to drilling operations,
Kriebel’s claims do fall under the JOA, as they seek the return of the disputed
funds, which, in turn, were spent on spudding and topsetting—“processes
[that] involve ‘operations’ by any reasonable definition of the term.” Id. at
26.
Kriebel I involved a dispute between Kriebel and EQT regarding EQT’s
failure to provide notice to Kriebel under section 11.5 of the PSA that it was
drilling and producing gas on leases included the PSA. Kriebel I, 2024 WL
365147, at *3. EQT argued that the arbitration clause of the JOA contained
broad language, as it stated that it applied to “[a]ny controversy relating to
this agreement[,]” and that the arbitration clause was incorporated by
reference into the PSA. Id. at *5.
In rejecting this argument, we determined that the issue before the
Court was the interplay between the PSA and the JOA and whether the parties
intended for the arbitration clause in the JOA to apply to the election process
set forth in section 11.5 of the PSA. Id. The Court explained that the parties
did not intend for the provisions of the PSA to be subject to arbitration because
the PSA did not contain an arbitration clause, but that they did intend for
disputes arising under the JOA to be subject to arbitration because the JOA
did contain an arbitration clause. Id. Interpreting the language in the
arbitration clause stating that it applied to “[a]ny controversy relating to this
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agreement” to apply to the PSA, as EQT contended, was too broad an
interpretation, as section 11.5(d) of the PSA states only that “if” Kriebel elects
to participate in the development of a well on a lease included in the PSA, all
operations of the well “shall be governed by the JOA.” Id. at **5-6 (quoting
PSA § 11.5(d)). We further determined that the words “this agreement”
contained in the arbitration clause of the JOA was limiting language that
referred solely to the JOA. Id. at *6. Thus, this Court concluded that “absent
an election to participate under Section 11.5 of the PSA, the JOA does
not apply.” Id. at *6 (emphasis in original).
We additionally explained:
To the extent that [EQT] insist that the language in the [a]rbitration [c]lause is so “broad” as to evidence the parties’ intent to arbitrate all claims regarding election notices and participation rights, regardless of whether [Kriebel] exercised their participation rights, we emphasize that [EQT] again ignore[s] the terms of the documents and fail[s] to recognize the self- limiting language contained in the JOA.
Id. at *7.
EQT now asserts that Kriebel I stands for the proposition that once
Kriebel elects to participate in the development of a well on a lease included
in the PSA, the JOA applies to all disputes between the parties and those
disputes are therefore subject to arbitration under the arbitration clause.
EQT’s Brief at 16-19. Kriebel I, however, makes no such declaration. Rather,
Kriebel I only states that the JOA applies to disputes between the parties if
Kriebel elects to participate in the development of a well on a lease included
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in the PSA. Id. at *7 (emphasis added). Kriebel I makes no suggestion that
once Kriebel elects to participate, the JOA applies to any and all disputes
between the parties. See id. at *5-*7. Instead, in Kriebel I, this Court
expressly stated that the PSA, which does not contain an arbitration clause,
applies to controversies involving the election process, and that “if the parties
intended an arbitration clause to apply to the provisions of the PSA outlining
the election process, then an arbitration clause should have been included in
the PSA itself.” Id. at *8 (quotations marks, brackets, and citation omitted).
Contrary to EQT’s contention, our holding of Kriebel I also does not
limit either the trial court’s or this Court’s authority and duty to conduct a
review of the plain language of the PSA based upon the new circumstances
that have arisen in the case at bar. The facts and circumstances before the
Court Kriebel I differ from those now before us as we previously were only
tasked with determining whether, as a matter of law, the PSA required an
election to participate prior to the arbitration provision of the JOA to apply.
We held that it does. We are now tasked with determining whether, under
the particular circumstances of this case, the plain language of section 11.5
of the PSA apply to the claims raised by Kriebel.
With respect to the doctrine of judicial estoppel, this Court has stated
that “[a]s a general rule, a party to an action is estopped from assuming a
position inconsistent with his or her assertion in a previous action, if his or her
contention was successfully maintained.” Yoder v. McCarthy Constr., Inc.,
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291 A.3d 1, 15 (Pa. Super. 2023) (citation omitted). “Accordingly, judicial
estoppel is properly applied only if the court concludes the following: (1) that
the appellant assumed an inconsistent position in an earlier action; and (2)
that the appellant’s contention was successfully maintained in that action.
Black v. Labor Ready, Inc., 995 A.2d 875, 878 (Pa. Super. 2010) (citation
omitted).
In this case, the trial court determined that the facts underlying Kriebel’s
claims of fraud, breach of contract, and unjust enrichment in its complaint do
not involve “operations” as required for the JOA to apply under the plain
language of section 11.5 of the PSA, and instead relate exclusively to the
election process, as they assert that EQT did not provide them with all the
information to which they were entitled prior to making their decision on
whether to elect to participate in the development of the River Pad. See
Complaint, 9/1/2023, at 16-17, 23-47. Thus, finding that the arbitration
clause of the JOA does not apply because this case involves claims arising
from the election process of the PSA is not inconsistent with Kriebel I and,
consequently, is not precluded by the doctrine of judicial estoppel. See
Kriebel I, 2024 WL 365147, at **5-7; see also Yoder, 291 A.3d at 15.
EQT’s attempt to point us to different provisions of the JOA that it
contends applies to the claims raised by Kriebel is a dead end. As we held in
Kriebel I, the JOA is only applicable to the parties by virtue of its incorporation
by reference in section 11.5 of the PSA. See Kriebel I, 2024 WL 365147, at
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*6. Therefore, unless we conclude that the prerequisites contained in section
11.5 of the PSA are satisfied, the JOA is irrelevant.
With this in mind, we turn to the question of whether the trial court
correctly found that the claims raised by Kriebel in the complaint underlying
this appeal relate to the elections process and do not pertain to “operations”
as the court found section 11.5 of the PSA requires for the case to be referred
to arbitration. At the outset, we agree with the trial court that the plain
language of section 11.5 clearly and unambiguously states that the JOA
governs “[a]ll operations with respect to any well in which [Kriebel] … elects
to participate in accordance with this Section 11.5 and the production unit
formed therefore[.]” PSA § 11.5(d) (emphasis added). Thus, for the
arbitration clause of the JOA to apply, any claims raised by Kriebel must
pertain to operations of a well in which Kriebel has elected to participate.
We agree with EQT that section 11.5 is not limited to “drilling
operations,” but instead expressly extends to “[a]ll operations… of a well.”
However, our review of the trial court’s opinion is that is precisely what it
found:
[T]he claims raised by Kriebel [] in its complaint against EQT do not involve “operations” of the well in which they elected to participation. Instead, just as in Case No. 245 of 2022, Kriebel[’s] claims focus on the provisions of the PSA regarding the process of the election to participate and whether EQT properly complied with the notice requirements set forth therein. Kriebel[’s] claims are clearly based solely on the provisions of the PSA governing the process for electing to participate in a well. While Kriebel [] has no doubt made an election to participate, the claims raised in the
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complaint do not pertain to “all operations with respect to any well ... or production unit formed thereof.”
Trial Court Opinion, 3/4/2024, at 4-5. We find no error in the trial court’s
conclusion that the prerequisites for the applicability of the JOA under section
11.5 are not met here.
“To determine whether a plaintiff’s claims fall within the scope of an
arbitration clause, we must consider the factual underpinnings of the claim
rather than the legal theory alleged in the complaint.” Saltzman v. Thomas
Jefferson Univ. Hosp., Inc., 166 A.3d 465, 476 (Pa. Super. 2017)
(quotation marks and citation omitted). Importantly, “[a] claim’s substance,
not its styling, controls whether the complaining party must proceed to
arbitration or may file in the court of common pleas.” Callan v. Oxford Land
Dev., Inc., 858 A.2d 1229, 1233 (Pa. Super. 2004).
In its complaint, Kriebel raised three claims, sounding in fraud, breach
of contract, and unjust enrichment, based upon EQT’s alleged failure to inform
them of production delays that were the result of EQT’s inability to successfully
procure the lease it needed from the BOLM to drill on certain public lands that
comprised the River Pad. Complaint, 9/1/2023, ¶¶ 16-17, 23-47. Kriebel
asserts that EQT did not inform Kriebel of its inability to obtain the BOLM lease
in EQT’s election notice and that EQT was required to do so under section
11.5(b) of the PSA. Id. ¶¶ 12, 16-19, 34-41. In other words, Kriebel asserts
that its election was invalid because it was based upon faulty and incomplete
information.
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The factual underpinnings of Kriebel’s complaint plainly relate to the
election process of section 11.5 of the PSA and not to the operations of a well.
See Saltzman, 166 A.3d at 476; PSA, § 11.5(d). No matter how Kriebel
styled the claims raised in its complaint, the substance of those claims is that
EQT withheld material information from Kriebel in EQT’s election notice, which
improperly induced Kriebel to elect to participate in the development of the
River Pad. See Callan, 858 A.2d at 1233. Although the disputed funds were
costs stemming from spudding and topsetting the River Pad, Kriebel’s claims
has nothing to do with these operations—the claims raised do not relate, for
example, to the way EQT spent those funds or how much EQT spent on those
activities. Rather, Kriebel’s claims relate directly to the validity of its election
in light of EQT’s alleged failure to inform Kriebel that it had not yet procured
a lease from the BOLM to drill the River Pad. See Complaint, 9/1/2023, at
16-17. As we held in Kriebel I, the PSA, not the JOA, applies to controversies
involving the election process, and “if the parties intended an arbitration
clause to apply to the provisions of the PSA outlining the election process,
then an arbitration clause should have been included in the PSA itself.”
Kriebel I, 2024 WL 365147, at *8 (quotations marks, brackets, and citation
Based on the foregoing, we conclude that the trial court did not err in
determining that the PSA, and not the JOA, governed the instant dispute
between Kriebel and EQT and that the arbitration clause did not apply to this
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case. We therefore affirm the order denying EQT’s motion to compel
arbitration.
Order affirmed.
President Judge Emeritus Bender joins this Memorandum.
Judge Bowes files a Dissenting Memorandum.
DATE: 3/14/2025
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