Marathon Oil Co. v. ARCO Alaska, Inc.

972 P.2d 595, 144 Oil & Gas Rep. 1, 1999 Alas. LEXIS 10, 1999 WL 23190
CourtAlaska Supreme Court
DecidedJanuary 22, 1999
DocketS-7837
StatusPublished
Cited by22 cases

This text of 972 P.2d 595 (Marathon Oil Co. v. ARCO Alaska, Inc.) is published on Counsel Stack Legal Research, covering Alaska Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Marathon Oil Co. v. ARCO Alaska, Inc., 972 P.2d 595, 144 Oil & Gas Rep. 1, 1999 Alas. LEXIS 10, 1999 WL 23190 (Ala. 1999).

Opinion

OPINION

FABE, Justice.

I. INTRODUCTION

Marathon Oil Company appeals the superi- or court’s decision upholding an arbitration award and granting ARCO Alaska, Inc. eighty percent of the attorney’s fees it incurred in defending the award. Marathon argues that we should correct or vacate the award pursuant to AS 09.43.120(a) because (i) the arbitrators exceeded their powers by re *598 versing a portion of the liability decision; (ii) the arbitrators conducted the proceedings in a prejudicial manner by failing to hold a hearing examining their power to reverse; (iii) the arbitrators were estopped from changing the liability decision; and (iv) ARCO is estopped from contesting the relief Marathon seeks. Marathon also contends that the arbitration agreement did not permit an award of attorney’s fees, and that even if some fees were allowed, enhanced fees were inappropriate.

We affirm the superior court’s decision to uphold the arbitration award and its ruling that the arbitration agreement permitted recovery of attorney’s fees in an action seeking to vacate or correct the award. But because the court abused its discretion in awarding enhanced fees based in part on the “unreasonableness” of Marathon’s arguments, we remand for a redetermination of attorney’s fees under Alaska Civil Rule 82.

II. FACTS AND PROCEEDINGS

In 1966 Marathon entered into a Gas Rental Agreement to supply natural gas to the Swanson River Field, an oil field on the Kenai Peninsula. Marathon’s gas was “rented” because the agreement provided that the operator of the field would return the gas at the end of the field’s life. The rental agreement referred to the event of returning the gas as “blow down.”

Although Chevron initially operated the field, ARCO had become the field operator by 1983. In the late 1980s, Marathon began to oppose further delivery of rental gas to the Swanson River Field. It claimed that, because the market value of rental gas had increased since 1966, it was unprofitable for it to continue to provide the gas at the price negotiated in the rental agreement. ARCO objected to Marathon’s attempts to cease delivery.

The rental agreement contained a clause permitting Marathon to terminate gas delivery if the lessee did not take a daily average quantity of 10 MCF (million cubic feet) of gas in any twelve-month period. In November 1991 Marathon sent ARCO a letter stating that it was exercising its right to terminate based on ARCO’s failure to take the minimum quantity of gas from August 1, 1990 to July 31, 1991. ARCO objected to the threats ened termination, claiming that it had taken the required daily average of gas and that even if it had not, it was Marathon’s fault for delivering insufficient quantities. Under protest, Marathon continued to supply gas to ARCO but claimed that it was entitled to the fair market value of the gas delivered. Marathon stopped delivering gas to the oil field in December 1992, when UNOCAL became the field operator. '

Marathon and ARCO could not resolve their dispute over the proper price for the gas and decided to submit the dispute to arbitration. The parties executed an arbitration agreement that described the dispute as “[t]he price and/or other consideration due to Marathon for rental gas delivered for the period 12/18/91 to 12/15/92 (including the related issue of whether or not the gas delivered during this period was actually required to be delivered pursuant to the Natural Gas Rental Agreement).” The agreement required the arbitrators to apply Alaska law and stated that the “decision of a majority of the arbitrators shall be binding upon the parties with respect to all decisions to be made under this arbitration agreement.”

Although the parties had initially agreed to resolve issues of liability and damages in a single hearing, the arbitrators bifurcated the proceedings in order to accommodate Marathon’s request for a continuance to prepare its damages experts. At the liability hearing, the first phase of the proceedings, the arbitrators ruled in Marathon’s favor. They found that Marathon had the right to terminate the rental gas deliveries based on ARCO’s failure to take sufficient amounts of gas. The panel then proceeded to give the parties guidance on the measure of damages. It ruled: “AlRCO is required (i) to pay Marathon the [fair market rental value] of all Rental Gas delivered by Marathon to ARCO at the [Swanson River Field] commencing on December 19, 1991, less the amount actually paid to date by ARCO to Marathon for such Rental Gas ... and (ii) to return all such returnable Rental Gas to Marathon as if it had been delivered pursuant to the terms and conditions of the Agreement.”

*599 During the damages hearing, the parties presented evidence regarding the fair market rental value of the gas, which totaled 1 BCF (billion cubic feet). Despite the arbitrators’ ruling on summary judgment that the gas must be considered rented rather than sold, Marathon argued that, the measure of damages should be the sale price of the gas, approximately $1.4 million. Marathon justified its damages request by claiming that the rental value was equivalent to the sales value in this case because ARCO could not return the gas now that UNOCAL had become the field operator. To support its position, Marathon introduced two documents that were unavailable to the panel during the liability phase: the ARCO/UNOCAL exchange agreement, effective December 15, 1992; and the Marathon/UNOCAL exchange agreement, effective December 1, 1994. Pursuant to the first of these agreements, UNOCAL replaced ARCO as the operator of the Swanson River Field. In the second agreement, Marathon conveyed to UNOCAL all of its interest in the returnable gas that it had delivered to the field, except for 73 BCF of such gas.

The arbitrators rejected Marathon’s arguments that the measure of damages should be the saie price and awarded it the fail-market rental value of the gas, $407,026. In light of the ARCO/UNOCAL exchange agreement, they concluded that UNOCAL had the legal responsibility to return the 1 BCF of gas as the field operator. As a result, the arbitrators ruled that although the liability decision identified ARCO as the party responsible for returning the gas, that responsibility had shifted to UNOCAL when it became field operator. The panel concluded, as a matter of fact, that the field contained sufficient gas to ensure that Marathon would receive all the rental gas due. Further, the arbitrators found that no evidence had been presented to suggest that UNO-CAL would shirk its obligations as field operator and thus fail to return the gas to Marathon during blow down. In fact, they noted that UNOCAL had commenced blow down in late 1993. The arbitrators also stated that whether or not Marathon had contracted away its right to receive the 1 BCF of gas from UNOCAL in its exchange agreement was irrelevant to the outcome of the arbitration.

After the arbitrators issued the damages decision, Marathon requested that the ruling be corrected to provide that ARCO, not UNOCAL, would be responsible for returning the rental gas. As well as asking the arbitrators to reconsider their interpretations of relevant agreements, Marathon argued that the law of the case required them to conform the damages decision to the liability decision, which specified that ARCO was to return the gas.

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Bluebook (online)
972 P.2d 595, 144 Oil & Gas Rep. 1, 1999 Alas. LEXIS 10, 1999 WL 23190, Counsel Stack Legal Research, https://law.counselstack.com/opinion/marathon-oil-co-v-arco-alaska-inc-alaska-1999.