Neptune Leasing, Inc. v. Mountain States Petroleum Corp.

11 Am. Tribal Law 162
CourtNavajo Nation Supreme Court
DecidedMay 13, 2013
DocketNo. SC-CV-24-10
StatusPublished

This text of 11 Am. Tribal Law 162 (Neptune Leasing, Inc. v. Mountain States Petroleum Corp.) is published on Counsel Stack Legal Research, covering Navajo Nation Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Neptune Leasing, Inc. v. Mountain States Petroleum Corp., 11 Am. Tribal Law 162 (navajo 2013).

Opinion

OPINION

Appellant Neptune Leasing, Inc. appeals a March 26, 2010 Order of Dismissal of a repossession action issued by the Shiprock District Court based on lack of personal jurisdiction over Appellee Mountain States Petroleum Corporation. In its order, the Shiprock court also “yielded” subject matter jurisdiction to a Texas court in which a proceeding unrelated to repossession was pending. The Shiprock court stated that in its view' the Navajo Nation has exclusive subject matter jurisdiction over the repossession claim in question, however “a foreign order for repossession can be domesticated in the Navajo courts” after which Appellant may then “file that Texas order to be recognized by the Navajo Nation.” Order of Dismissal, p. 4-5. In this opinion, we address both of the district court’s above decisions and reverse for the reasons set forth below.

BACKGROUND

On November 8, 2008, Appellant Neptune Leasing, Inc. (Neptune) filed a Complaint for Repossession, Conversion, and Unjust Enrichment/Breach of Diñé bi beenahaz’áanii against Appellees Mountain States Petroleum Corp, (Mountain States) and Nacogdoches Oil and Gas, Inc. (Nacogdoches). Neptune claims that it sold a helium plant (plant) to Mountain States on November 17, 2006 pursuant to a multi-year installment payment plan, and that Mountain States was in breach of that payment plan. Neptune bases its right to repossess solely on a November 17, 2006 [164]*164security agreement signed between the parties giving Neptune a security interest in “the physical and intangible assets of the plant.” Appellant’s Opening Brief p. 5. Nacogdoches is drawn into this suit because within a year of Neptune’s sale, Mountain re-sold the plant and its assets to Nacogdoches on August 31, 2007. Neptune asserts that Mountain States’ sale to Nacogdoches was without its consent and, therefore, constitutes a breach of contract. Neptune further claims monetary damages for wrongful possession under various Navajo Nation common law claims, including Diñé bi beenahaz’áanii.

The helium plant is an improvement on a business site leasehold located on Navajo trust land within the territorial boundaries of the Navajo Nation (Nation). The last known written lease for the site was a 1974 business lease between the Navajo Nation and an entity unconnected to this case. Neptune’s sale to Mountain States was done without the knowledge or involvement of the Nation. At oral argument, Neptune stated it is unable to produce a lease or any written document showing the basis for its possession of the site and/or ownership of its improvements. Similarly, at oral argument Nacogdoches confirmed that it has never entered a written lease nor operating agreement specific to the plant with the Navajo Nation. However, Nacogdoches asserts that its purchase from Mountain States was done with “the knowledge and consent of the Navajo Nation” and that it occupies and operates the plant with the Nation’s verbal approval and pays the Nation applicable royalties and rents pursuant to certain regional oil and gas operating agreements with the Nation under which Nacogdoches has the right to generally develop and produce helium, hydrocarbon and other gas resources within specified areas of the Nation. Response of Nacogdoches, Exhibit A, Affidavit of Michael L. Finley (August 7, 2009). Nacogdoches also claims to have entered operating agreements specific to the plant with Neptune and Mountain States. Id. Those agreements have never been entered into the record.

Both Appellees challenged the Nation’s jurisdiction over them and the subject matter. Nacogdoches later withdrew its jurisdictional challenge but still argued for dismissal due to the Nation not having been joined as an indispensable party. Additionally, Mountain States argued that the matter should be tried in Texas due to choice of law and forum clauses in the Neptune-Mountain States purchase agreement. Neptune and Nacogdoches are Texas corporations with their principal place of business in Amarillo and Rockwell, Texas, respectively. Mountain States is a New Mexico corporation with its principal place of business in Farmington, New Mexico.

After first finding jurisdiction at a hearing in October, the district court ordered further briefing and then reversed its decision as to jurisdiction after the submission of a “position statement” by the Nation in which the Nation asserted that Mountain States was no longer doing business with the Nation. However, Mountain States itself never provided the current status of its business dealings to the court. In its Order to Dismiss issued on March 26, 2010, the court found that it had personal jurisdiction over Neptune due to its consent and over Nacogdoches due to its business dealings. However, stating that “Mountain State is a New Mexico Corporation and is not filed as a foreign Corporation with the Navajo Nation, and it is not evident it has contacts, business or otherwise with the Navajo Nation,” and “[s]ince it has not been proven to this Court that Mountain State has any contacts with the Navajo Nation, substantial enough to establish personal jurisdiction” nor has [165]*165Mountain States “acquiesced to the jurisdiction of the Navajo Nation court,” the district court concluded that personal jurisdiction over Mountain States was lacking. Order of Dismissal, p. 5-6.

The district court next found that pursuant to 7 N.N.C. § 254, the Nation’s courts have exclusive jurisdiction over the subject property while noting that its jurisdiction to address breach of contract claims was in question because of a pending matter in Texas and the contracts in question “specifically stated the venue for suit would be brought in the state, of Texas and the Texas Laws would apply.” Id., p. 4. Without confirming what matter was actually pending in Texas and with neither analysis nor finding as to whether the Nation should properly adjudicate the contract claim, the district court stated that it would “yield” jurisdiction to the Texas court on the contract matter. Further stating that “a foreign order for repossession can be domesticated in the Navajo courts,” the district court stated that if the Texas court found Neptune has rights of repossession to recover a debt pursuant to a breach of contract, then that Texas order may be domesticated and “repossession could proceed.” Id., p. 4-5.

Neptune timely appealed the district court’s Order of Dismissal. All briefs, and supplemental briefs requested by this Court, were timely submitted, including an amicus brief from the Nation. The Nation’s amicus brief updated the Court on the pending Texas proceedings, describing them as bankruptcy proceedings not involving all parties and pursuant to which all other state or federal suits have been automatically stayed. Oral argument was heard on March 21, 2013 at the Menard Law Building, University of Idaho, Moscow, Idaho. The Court now issues its opinion.

ISSUES

1. Whether the district court properly dismissed the action below for lack of personal jurisdiction over Mountain States.

2. Whether the district court properly “yielded” subject matter jurisdiction to an unnamed Texas court conducting unspecified proceedings involving some or all of the parties.

STANDARD OF REVIEW

We review the underlying factual findings for clear error and the legal conclusions de novo. An erroneous application of law is an abuse of discretion. Navajo Housing Authority v. Bluffview Resident Management Corp., 8 Nav. R. 402, 412, 4 Am.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Williams v. Lee
358 U.S. 217 (Supreme Court, 1959)
Montana v. United States
450 U.S. 544 (Supreme Court, 1981)
Iowa Mutual Insurance v. LaPlante
480 U.S. 9 (Supreme Court, 1987)
South Dakota v. Bourland
508 U.S. 679 (Supreme Court, 1993)
Nevada v. Hicks
533 U.S. 353 (Supreme Court, 2001)
Water Wheel Camp Recreational Area, Inc. v. Larance
642 F.3d 802 (Ninth Circuit, 2011)
Chino v. Chino
561 P.2d 476 (New Mexico Supreme Court, 1977)
Navajo Housing Authority v. Bluffview Resident Management Corp.
8 Navajo Rptr. 402 (Navajo Nation Supreme Court, 2003)
Nicholson Trust v. Chavez
8 Navajo Rptr. 417 (Navajo Nation Supreme Court, 2004)
Watson v. Watson
8 Navajo Rptr. 638 (Navajo Nation Supreme Court, 2005)
Phillips v. Navajo Housing Authority
8 Navajo Rptr. 751 (Navajo Nation Supreme Court, 2005)
Doe BF v. Diocese of Gallup
10 Am. Tribal Law 72 (Navajo Nation Supreme Court, 2011)
EXC, Inc. v. Kayenta District Court
9 Am. Tribal Law 176 (Navajo Nation Supreme Court, 2010)

Cite This Page — Counsel Stack

Bluebook (online)
11 Am. Tribal Law 162, Counsel Stack Legal Research, https://law.counselstack.com/opinion/neptune-leasing-inc-v-mountain-states-petroleum-corp-navajo-2013.