Louisiana Intrastate Gas Corp. v. Walsh Bros.-Gahagan Ltd.

626 So. 2d 538, 1993 La. App. LEXIS 3359, 1993 WL 452704
CourtLouisiana Court of Appeal
DecidedNovember 3, 1993
DocketNo. 93-85
StatusPublished
Cited by1 cases

This text of 626 So. 2d 538 (Louisiana Intrastate Gas Corp. v. Walsh Bros.-Gahagan Ltd.) is published on Counsel Stack Legal Research, covering Louisiana Court of Appeal primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Louisiana Intrastate Gas Corp. v. Walsh Bros.-Gahagan Ltd., 626 So. 2d 538, 1993 La. App. LEXIS 3359, 1993 WL 452704 (La. Ct. App. 1993).

Opinion

YELVERTON, Judge.

This declaratory judgment action sought a ruling that a gas purchase contract has been rendered impossible to perform because of the fortuitous event of the repeal of a law. Louisiana Intrastate Gas Corporation (LIG) is the plaintiff and one of the contracting parties. Walsh Brothers-Gahagan, Ltd., Sawyer Drilling & Service, Inc., Harry M. Jarred, Caroline A. Crawford, W.J. Atkins, Commercial National Bank in Shreveport, and William J. Atkins, co-trustees, are the defendants, and, hereinafter referred to as the WALSH GROUP, they constitute the other party to this contract. The gas purchase contract under consideration had a beginning date of May 1, 1974, and called for LIG to purchase from the WALSH GROUP gas produced from Gahagan Field in Red River Parish. By various amendments, the contract was extended and is now scheduled to end on April 30, 1994.

The gas purchase contract between these parties adopted the price formula written into Section 103 of Title I of the Natural Gas Policy Act of 1978 (NGPA). The Natural Gas Wellhead Decontrol Act of 1989 repealed Title I of the NGPA effective January 1, 1993. The gas purchased under the contract was unregulated, and therefore it was not Section 103 gas. Nevertheless, the parties used the pricing formula set forth in Section 103 as the contract way of determining the price for any given month. The declaratory judgment which LIG sought in the trial court was a holding that the repeal of the NGPA, which eliminated Section 103 as a law, made it impossible for the parties to determine the price for their gas, and a declaration that [539]*539without a price, the contract failed. The issue before the court was whether the price formula built into Section 103 of Title I of the now repealed NGPA still controls the contract price in this gas purchase contract. The trial court granted summary judgment to LIG declaring that the gas purchase contract became unenforceable for failure of price. For reasons which follow, we reverse and remand.

BACKGROUND FACTS

The last contract amendment reflecting a renegotiation of the price by the parties took place in 1979. It was by that amendment also that the contract was extended to May 1, 1994. The renegotiated price provision in the contract was Paragraph 3.1, which provides:

3.1 Price: Subject to the provisions of this Article and to the provisions of the General Terms and Conditions attached hereto, the price to be paid by Buyer to Seller for gas taken, or required to be paid for when not taken, shall be as follows:
Effective May 1, 1979, the price payable shall be the maximum lawful price established for the month of May 1979, for gas from new onshore production wells pursuant to Section 103 of the Natural Gas Policy Act of 1978; and Effective May 1, 1980, the price payable thereafter shall be the maximum lawful price established each month during the term hereof for gas from new onshore production wells pursuant to Section 103 of the Natural Gas Policy Act of 1978.

Section 103 of the NGPA set a maximum lawful price for the month of April 1977, and then stated the formula for determining the maximum lawful price for any month thereafter, in these words:

(B) in the case of any month thereafter, the maximum lawful price, per million Btu’s, prescribed under this paragraph for the preceding month multiplied by the monthly equivalent of the annual inflation adjustment factor applicable for such month.

The summary judgment evidence indicates that this was the price formula which the parties have been using prior to the present suit. The formula for the “monthly equivalent of the annual inflation adjustment factor” is defined in the NGPA, and, according to the summary judgment evidence, the current statistics necessary for computing every month’s price are readily obtainable from Survey of Current Business, a government publication of the U.S. Department of Commerce.

These parties were before us in 1987. Walsh Bros. v. Celeron Corp., 510 So.2d 1282 (La.App. 3d Cir.), writ denied, 513 So.2d 293 (La.1987). The issue in that appeal was not the same as the issue in this appeal, but the subject matter was.. The subject was the interplay between Section 103 of the NGPA and Paragraph 3.1 of this gas purchase contract. When LIG and the WALSH GROUP agreed in 1979 that Section 103 would be the benchmark for their price, it was already provided in Section 103 that a second pricing mechanism for new onshore gas would become effective on January 1, 1985. Thus, as of January 1, 1985, there were two prices in effect for natural gas under Section 103. In 1987 LIG contended that the gas purchase contract became null and void as of January 1, 1985, for lack of a certain, determinable price. LIG argued that a certain, definite price payable by it to the WALSH GROUP under the gas purchase contract could not be ascertained and therefore the contract could no longer be enforced. This court rejected that argument in 1987 and held that the phrase “maximum lawful price” used in the contract between the parties meant the highest price established for any given month by Section 103. This court interpreted the contract to mean that the price for each month during the term of the amended contract from 1979 through 1994 would be tied to Section 103. We recognized that the gas sold was not Section 103 gas, and that the technical terms found in Section 103 relating to regulated gas were not applicable. We stated that the parties used Section 103 “as a pricing mechanism”, and that “Walsh and LIG simply used Section 103 for its price formula.” We held that the contract was enforceable.

[540]*540 THE EFFECT OF THE REPEAL OF SECTION 103

In the current suit, LIG obtained a summary judgment holding that the repeal rendered the contract unenforceable for failure of the price.

Appellate courts review summary judgments de novo under the same criteria that govern district court’s consideration of whether summary judgment is appropriate. A motion for summary judgment is properly granted only if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue of material fact, and that the mover is entitled to judgment as a matter of law. La.Code Civ.P. art. 966. Because the mover has the burden of establishing that no material factual issue exists, inferences to be drawn from the underlying facts contained in the material before the court must be viewed in the light most favorable to the party opposing the motion. The party who defended against the motion for summary judgment must have his properly filed allegations taken as true and must receive the benefit of the doubt when his assertions conflict with those of the movant. Schroeder v. Board of Sup’rs, 591 So.2d 342, 345 (La.1991).

LIG’s argument is that the repeal of Section 103 made LIG’s ability to pay the paragraph 3.1 price impossible and thus the contract is unenforceable. The WALSH GROUP’S argument is that the price established under paragraph 3.1 is not impossible because the parties simply referred to Section 103 for its price formula and that formula is still capable of computation.

In a conventional obligation, the nature of that relationship is governed by the agreement of the parties. Hence, the interpretation of a contract is the determination of the common intent of the parties. La.Civ.Code art.

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Related

Louisiana Intrastate Gas Corp. v. Walsh Bros.-Gahagan Ltd.
692 So. 2d 1177 (Louisiana Court of Appeal, 1997)

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626 So. 2d 538, 1993 La. App. LEXIS 3359, 1993 WL 452704, Counsel Stack Legal Research, https://law.counselstack.com/opinion/louisiana-intrastate-gas-corp-v-walsh-bros-gahagan-ltd-lactapp-1993.