Plains Exploration & Production Company v. Torch Energy Advisors Incorporated

473 S.W.3d 296, 2015 WL 3653330
CourtTexas Supreme Court
DecidedJune 15, 2015
DocketNO. 13-0597
StatusPublished
Cited by160 cases

This text of 473 S.W.3d 296 (Plains Exploration & Production Company v. Torch Energy Advisors Incorporated) is published on Counsel Stack Legal Research, covering Texas Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Plains Exploration & Production Company v. Torch Energy Advisors Incorporated, 473 S.W.3d 296, 2015 WL 3653330 (Tex. 2015).

Opinions

Justice Guzman

delivered the opinion of the Court, in which

Chief Justice Hecht, Justice Green, Justice Willet, Justice Lehrmann, Justice Boyd, Justice Devine and Justice Brown joined.

This conventional contract-interpretation dispute is set against the backdrop of a complex regulatory regime governing exploration and development of oil and gas reserves in lands. under federal waters. At issue is the proper construction of a 1996 purchase and sale agreement in which Torch Energy Advisors Inc. sold its leasehold interests in undeveloped oil and gas fields located outside territorial waters off the coast of California. Certain tangible and intangible interests were excluded from the conveyance on terms described in the purchase and sale agreement. More than a decade later, a federal court determined that the federal government had repudiated the mineral ieases because a statute ehacted several years before the conveyance had later been applied in a manner that precluded development of the leasehold interests. As a result, the purchaser’s successor in interest, Plains Exploration & Production Company, ‘was awarded restitution of the lease-bonus payments Torch’s predecessor had paid to secure the leases. Although not a party to the litigation, Torch claimed an ownership interest in roughly half the judgment based on the. terms of the excluded-assets provision in-the 1996 agreement.- When Plains declined to pay, Torch sued, alleging various contract, tort, and equitable theories of recovery.

Following a take-nothing summary judgment in Plains’s favor, Torch appealed. With the issues reduced to contract and equitable theories, the- court of appeals held that, as a matter of law, no valid b’reach-of-contract claim existed because any interest in the proceeds of the judgment had either been conveyed to Plains or had been excluded from the 1996 conveyance. 409 S.W.3d 46, 52 (Tex.App.Houston [1st Dist.] 2013). Though foreclosing any claim, under the contract, the court nevertheless concluded that Torch’s equitable claim hinged on the proper construction of the 1996 agreement’s terms. Id. at 53. According to the court, Torch might have a viable equitable claim for “money had and received” if Plains had failed to turn over an excluded asset, a matter which it said depended on the meaning of ambiguous contract provisions. Id. at 55-59. The court therefore reversed the trial court’s judgment in part and remanded the equity claim for a trial on the merits.

We hold that the relevant excluded-assets provisions in the 1996 purchase and sale agreement are unambiguous and, as a matter of law, Torch did not retain ownership of the claimed asset. We therefore reverse the court of appeals’ judgment and render judgment that Torch take nothing on .its claims against Plains.

I. Background

Between 1968 and 1984, dozens of private energy companies paid more than a billion dollars in up-front bonuses to secure mineral leases in land submerged under federal waters off the California coast; [299]*299Dr. Burdette^ A. Ogle obtained twenty-three leases during that period (the Ogle leases). All of the leases were in oil and gas fields in the Pacific .outer continental shelf (OCS leases) and carried five-year primary terms.1 Expiration of the leases could be delayed either at the lessee’s request (requested suspension) or at the direction of the Department of Interior’s Mineral Management Service (directed suspension).. During a requested suspension, a lessee could continue exploratory and development activities, but no activities were permitted during a directed suspension.

Because the OCS leases were in federal waters, all exploration, development,* and production activities were subject to regulation under federal statutes, including the Coastal Zone Management Act (the CZMA), which was originally enacted in 1972. 16 U.S.C. §§ 1451-66. Under the CZMA, a coastal state may develop its own federally approved coastal management plan, and once adopted, federal agencies must act consistently with that plan. Id. §§ 1454, 1455. The CZMA thus gives coastal states a-seat at the regulatory table with regard- to activity occurring in the waters off their shorelines.

In the wake of legal action challenging the scope of the CZMA, Congress amended the statute in-1990 to require the federal government to make a determination as to consistency with a state’s coastal management plan and to provide that determination to the relevant state agency before granting final approval of an “activity within or outside the coastal zone that affects any land or water use or natural resource of the coastal zone.” Id. § 1456(c)(1)(A), (C). The 1990 amendment broadened the CZMA’s scope by requiring consistency determinations for “each activity” affecting the coastal zone rather than limiting such determinations to activities “directly affecting” coastal zones, as the prior enactment had required. A state objecting to a federal consistency determination could sue to enjoin the objectionable activity, and if it prevailed, the activity could commence only by presidential override and only in limited circumstances. Id. § 1456(c)(1)(B).

Following the 1990 CZMA amendment, it was generally accepted that a consistency determination was-, required before any new. lease could be .granted. The Mineral Management Service, however, did not apply the CZMA’s consistency-determination requirement to lease suspensions. Consequently, for years after the 1990 CZMA amendment, the Mineral Management Service repeatedly extended the Ogle leases through a series of requested and directed suspensions without conducting any'consistency determinations.

The most lengthy suspension began in January .1993 when the Mineral Management Service directed suspensions of all the ÓCS leases to conduct the California Offshore Oil and Gas Energy Resources (COÓGER) study. The study, which was substantially funded by the lessees, was designed to develop information about activities on the leased property that would aid the Mineral Management Service in its functions and would be shared with governmental entities in California. The study was expected to be completed within three years.

[300]*300In August 1993, Ogle wrote a report concerning the viability of future development of the leases in which he foresaw “no significant problem” with future permitting and expressed optimism that the results of the COOGER study might “make for smoother relations” going forward. Although state and local opposition could be anticipated, he observed that recent Supreme Court takings decisions and the threat of litigation against cash-strapped governmental entities would ameliorate the risk that development of the leasehold interests would be halted.

Amidst this evolving regulatory environment, Torch executed a purchase and sale agreement (PSA) with Ogle in July 1994, by which it acquired all of Ogle’s interests in the OCS leases and related property and contracts. Torch agreed to pay Ogle $1 million at closing along with an anniversary payment of $1 million, $500,000 annually thereafter, and $40 million out of any production at the rate of 3%. Torch contends that Ogle reserved no interests or rights in the properties following this conveyance. In December 1994, Torch assigned 50% of what it had acquired from Ogle to Nuevo Energy Company, an entity Torch had created and whose acquisitions Torch managed.

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Cite This Page — Counsel Stack

Bluebook (online)
473 S.W.3d 296, 2015 WL 3653330, Counsel Stack Legal Research, https://law.counselstack.com/opinion/plains-exploration-production-company-v-torch-energy-advisors-tex-2015.