Lyle v. Jane Guinn Revocable Trust

365 S.W.3d 341, 177 Oil & Gas Rep. 526, 2010 WL 1053060, 2010 Tex. App. LEXIS 2193
CourtCourt of Appeals of Texas
DecidedMarch 11, 2010
DocketNo. 01-09-00081-CV
StatusPublished
Cited by26 cases

This text of 365 S.W.3d 341 (Lyle v. Jane Guinn Revocable Trust) is published on Counsel Stack Legal Research, covering Court of Appeals of Texas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Lyle v. Jane Guinn Revocable Trust, 365 S.W.3d 341, 177 Oil & Gas Rep. 526, 2010 WL 1053060, 2010 Tex. App. LEXIS 2193 (Tex. Ct. App. 2010).

Opinion

[345]*345OPINION

EVELYN V. KEYES, Justice.

This case involves the interpretation of an assignment of rights to an oil and gas lease commonly known as the Hogg-Ja-phet Lease. Appellants Kenneth R. Lyle and Warbonnet Exploration Company (“Warbonnet”) appeal the trial court’s interlocutory order granting partial summary judgment in favor of appellees, the heirs of Dan A. Japhet, a party to the original assignment (collectively, “the Ja-phet heirs”). In seven issues, Lyle1 argues that the trial court erred in denying his motion for summary judgment and granting the Japhet heirs’ motion for partial summary judgment and in holding that Lyle is bound by the original assignment, that Lyle is obligated to account to the Japhet heirs for his proportional share of their interest in the lease, and that Lyle is obligated to pay the Japhet heirs a one-fourth net profit royalty as referenced in the assignment. Specifically, Lyle argues that (1) the “additional consideration provision,” which the Japhet heirs argue is an explanation of the one-fourth royalty interest, is actually a production payment that was fully paid and discharged prior to Lyle’s acquisition of the lease; (2) no interest was reserved to Dan A. Japhet in the assignment; (3) the Japhet heirs “are strangers to [him], have no title, and [he] has superior title to his leasehold interest”; (4) the Japhet heirs have no recorded interest in the lease; (5) the Japhet heirs’ claims are barred by four-year and two-year statutes of limitations, laches, extin-guishment of interest, and payment of all consideration; and (6) alternatively, he presented evidence that raised genuine issues of material fact as to the proper construction of the assignment, payment, and discharge and satisfaction, and on his defenses of extinguishment of the production payment, laches, statute of limitations, and waiver.

We affirm.

BACKGROUND

Dan A. Japhet and others conveyed an oil, gas, and mineral lease (the “Hogg-Japhet Lease”) to Humble Oil & Refining Company by executing an assignment (“1919 Assignment”). The 1919 Assignment provided an account of the passage of title to the property in question from its original owners, Ima Hogg, Mike Hogg, Will C. Hogg, and Tom Hogg to Dan A. Japhet with the Hoggs’ reservation of a 1/8 royalty interest. Dan A. Japhet then conveyed parts of his interest in the lease to R.S. Coon, J.A. Williams, and T.W. Wilson. The 1919 Assignment provides, in relevant part:

[The lease] is owned in the following proportions, viz. Dan A. Japhet fifty-two-sixtieths (52/60), R.S. Coon five-sixtieths (5/60), J.A. Williams two-sixtieths (2/60) and T.W. Wilson one-sixtieth (1/60); and ...
Now Therefore, Know All Men By These Presents: that for and in consideration of the premises and of the agreements to be performed by said Humble Oil & Refining Company, as hereinafter set out, and of the payment by said [Humble Oil] to Dan A. Japhet [et al.] of the sum of $200,000, the receipt of which is hereby acknowledged, said Dan A. [346]*346Japhet [et al.] have bargained, sold, transferred and conveyed unto [Humble Oil] all of their right, title and interest [in the lease], subject to the royalty interests reserved under [the original in which the Hoggs conveyed the land] and transfers hereinbefore referred to, and to the royalties herein reserved to assignors, and subject also to any and all of the conditions and agreements to be performed by [Humble Oil], as hereinafter set out....
TO HAVE AND TO HOLD unto the said Humble Oil & Refining Company, its [successors] and assigns, forever.
[Humble Oil], by its acceptance hereof, and in consideration of this transfer, agrees to comply with each and every obligation of said assignors hereafter arising or becoming incumbent upon them as sub-leasees....
In further consideration of this transfer [Humble Oil] further agrees to carry [Dan A. Japhet et al.] for a working interest of one-fourth (1/4) of the net money profit realized by it from its operations upon said tracts of land, ac-countings to be had monthly once profits begin to accrue, and no expense commonly known as over-head expense, such as head-office superintendence, book-keeping, cost of rendering accounts, etc. to be charged against said land or against assignors; nor shall [Humble Oil], in computing the profits, be entitled to reimburse itself for the cash consideration above receipted for. However, while assignors shall in no case be called upon to repay any part of any payments made to them under previous monthly accountings, nevertheless at the end of each calendar month [Humble Oil] shall have the right to carry forward the loss, if any, shown by the month’s operations as a charge against the returns from said tract of land for the first and succeeding months as may be necessary to reimburse it therefor. All monies to become due hereunder to assignors shall be payable to them by [Humble Oil] in the proportions in which assignors own said original contract, as hereinbefore specifically set out....
It is further agreed that all the conditions and terms hereof shall extend to the heirs, executors, legal representatives, successors and assigns of the parties hereto.

The 1919 Assignment was executed on February 20, 1919 and recorded in the Deed Records of Brazoria County.

Dan A. Japhet and Humble Oil also executed a second agreement on February 20, 1919 conveying certain personal property and stored oil from Japhet to Humble Oil. That agreement provided, in relevant part:

WHEREAS, on the 20th day of February, 1919, Dan A. Japhet, R.S. Coon, T.W. Wilson, and J.A. Williams ... transferred to the Humble Oil & Refining Company ... certain leases owned by them[, including the lease in question here].
WHEREAS, [Dan A. Japhet et al.] have agreed to convey to [Humble Oil] all of their right, title and interest in and to the oil in storage and the hereinafter described personal property located on said 22⅛ acres of land, [Humble Oil] having agreed to take charge of all operations upon said plots of land from and after February 20, 1919, at six o’clock P.M. and further agreed to conduct all operations at its own cost and expense, including the payment for the labor performed and material used upon said premises, and to pay to [Dan A. Japhet et al.] from said time their one-fourth (1/4) royalty interests accruing from production, as specified in said transfers;
[347]*347NOW, THEREFORE, in consideration of the promises, the parties hereto have agreed as follows:
First.
In consideration of the sale to it of all of the interest of [Dan A. Japhet et al] in and to said oil, [Humble Oil] has paid to [Dan A. Japhet et al.] the sum of $20,000.00, the receipt of which is hereby acknowledged. It is the understanding of the parties hereto that the interest of [Dan A. Japhet et al.] in and to such oil is at least 26,000 barrels; this including the oil in storage upon said tracts of land and 5139.45 barrels in the storage tanks of [Humble Oil]. In this connection it is agreed that if said oil shall not measure out as much as 26,000 barrels, [Dan A. Japhet et ah] shall refund to [Humble Oil] for any deficit, proportionately.
Second.
[Dan A.

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Bluebook (online)
365 S.W.3d 341, 177 Oil & Gas Rep. 526, 2010 WL 1053060, 2010 Tex. App. LEXIS 2193, Counsel Stack Legal Research, https://law.counselstack.com/opinion/lyle-v-jane-guinn-revocable-trust-texapp-2010.