North Central Oil Corp. v. Louisiana Land & Exploration Co.

22 S.W.3d 572, 2000 WL 567575
CourtCourt of Appeals of Texas
DecidedJune 8, 2000
Docket01-98-00703-CV
StatusPublished
Cited by10 cases

This text of 22 S.W.3d 572 (North Central Oil Corp. v. Louisiana Land & Exploration Co.) 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
North Central Oil Corp. v. Louisiana Land & Exploration Co., 22 S.W.3d 572, 2000 WL 567575 (Tex. Ct. App. 2000).

Opinions

OPINION ON REHEARING

MICHOL O’CONNOR, Justice.

North Central Oil Corporation (“North Central”), the plaintiff below and appellant here, appeals from take-nothing summary judgments rendered in favor of The Louisiana Land and Exploration Company (“LL & E”), and W.A. Moncrief, Jr. and Moncrief Partners, L.P. (“Moncrief’), the defendants below and appellees here. In an opinion dated December 23, 1999, we reversed the summary judgments and remanded the cause to the trial court for further proceedings. LL & E and Mon-crief filed motions for rehearing. We grant the motions in part and deny in part, withdraw our opinion of December 23, 1999, and issue this opinion in its place. We affirm in part and reverse in part.

A. Factual Background

1. The Wolf Leases

Erving Wolf, a Houstonian doing business as Wolf Exploration Company, (‘Wolf’) acquired oil and gas leases in the Wind River Basin in Wyoming (the “Wolf Leases”). The Wolf Leases he in the Madden Deep Unit and Long Butte Unit in Fremont and Natrona Counties, Wyoming. In 1968, Wolf and his investors decided to farmout the Wolf Leases, and signed a series of almost identical farmout agreements with several oil companies (the “Wolf Agreements”). In the Wolf Agreements, Wolf and his investors are referred to as the “Assignors.” Under one agreement, one-eighth of the Assignors’ interest was transferred to North Central. A second agreement transferred one-eighth of the Assignors’ interest to Sohio Petroleum. A third agreement transferred one-eighth of the Assignors’ interest to Stonehenge Oil Company. A fourth agreement transferred one-eighth of the Assignors’ interest to Sentinel Development Corporation.

LL & E acquired Sohio’s interest in the Wolf Leases. Moncrief acquired Stonehenge’s interest in the Wolf Leases. Monsanto Oil Company acquired Sentinel’s interest in the Wolf Leases. BHP Petroleum (Company) Inc. (“BHP”) purchased all the stock of Monsanto, thus acquiring Monsanto’s interest in the Wolf Leases. BHP later offered to sell its interest in the Wolf Leases to a number of potential buyers, including North Central. BHP sold its interest in the Wolf Leases (the “BHP Lease Interests”) to LL & E. LL <& E then sold one-fourth of the BHP Lease Interests to Moncrief.

2. The Lost Cabin Gas Plant

Twenty-five years after execution of the Wolf Agreements, LL & E (the Madden Deep Unit operator) proposed to build a processing plant to remove hydrogen sulfide from the gas produced from the Madden Deep Unit. North Central, Moncrief, BHP, and others entered into an agreement (the “Plant Agreement”) with LL & E to join in the construction and ownership of what became known as the Lost Cabin Gas Plant (the “Plant”). BHP offered to sell its interest in the Plant to a number of potential buyers, including North Central. BHP sold its interest (the “BHP Plant Interest”) to LL & E. LL & E sold one-fourth of the BHP Plant Interest to Moncrief.

B. Procedural Background

North Central sued LL & E and Mon-crief, asserting they were required to offer [575]*575North Central its proportionate share of the BHP Lease Interests and the BHP Plant Interest.1 North Central alleged breach of contract, tortious interference with contract, and civil conspiracy.2 The parties filed cross-motions for summary judgment. The trial court rendered summary judgment in favor of LL & E 3 and Moncrief,4 without stating its grounds, and ordered that North Central take nothing against LL <& E and Moncrief.

C. Discussion

In issue one, North Central challenges the denial of its motion for summary judgment. In issue two, North Central challenges the granting of LL & E and Mon-crief s motions for summary judgment with regard to North Central’s breach-of-contract claim. In'issue three, North Central challenges the granting of LL & E and Moncrief s motions for summary judgment with regard to North Central’s tortious interference and conspiracy claims. All issues are based on North Central’s assertion that the trial court incorrectly determined that LL & E and Moncrief were not obligated to offer North Central its share of the BHP Lease Interests and the BHP Plant Interest.

North Central contends there are two transactions at issue here: the purchase by LL & E of the BHP Lease Interests and the BHP Plant Interest from BHP and the purchase by Moncrief of the BHP Lease Interests and the BHP Plant Interest from LL & E. North Central asserts each transaction triggered its option to purchase its proportionate share of the acquired BHP Lease Interests and BHP Plant Interest.

D. Standard

A court may conclude that a contract is ambiguous even in the absence of such a pleading by either party. See Sage St. Assocs. v. Northdale Constr. Co., 863 S.W.2d 438, 445 (Tex.1993) (even if neither party pleads ambiguity, a trial judge may conclude a contract is ambiguous); Coker v. Coker, 650 S.W.2d 391, 393 (Tex.1983) (although both parties asserted property [576]*576settlement agreement was unambiguous and moved for summary judgment, Supreme Court concluded agreement was ambiguous); see also White v. Moore, 760 S.W.2d 242, 243 (Tex.1988) (although both parties agreed will was unambiguous, Supreme Court decided, as a matter of law, that it was ambiguous).

Whether a contract is ambiguous is a question of law that must be decided by examining the contract as a whole in light of the circumstances existing when the contract was made. Coker, 650 S.W.2d at 894. We will consider the contract as a whole, and read each part in light of all other parts; meaning should be afforded to all language used by the parties if that can be done and a reasonable construction achieved. Id. at 393. A contract is not ambiguous if it can be given a definite or certain meaning as a matter of law. Coker, 650 S.W.2d at 393; Hussong v. Schwan’s Sales Enter., Inc., 896 S.W.2d 320, 324 (Tex.App.—Houston [1st Dist.] 1995, no writ). On the other hand, if the contract is subject to two or more reasonable interpretations after applying the pertinent rules of construction, the contract is ambiguous, which creates a fact issue regarding the parties’ intent. Coker, 650 S.W.2d at 394.

E. Article III of the Wolf Agreements

Each Wolf Agreement contained the following Article III:

AFTER ACQUIRED LEASES
In the event that either party acquires an interest in oil and gas leases within the area delineated by the solid heavy line on the map attached hereto as Exhibit “F,” it shall promptly offer an interest therein by notice in writing, describing the terms and conditions applicable to such acquisition,

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22 S.W.3d 572, 2000 WL 567575, Counsel Stack Legal Research, https://law.counselstack.com/opinion/north-central-oil-corp-v-louisiana-land-exploration-co-texapp-2000.