RHDK Oil & Gas, L.L.C. v. Willowbrook Coal Co.

2024 Ohio 1134, 240 N.E.3d 915
CourtOhio Court of Appeals
DecidedMarch 25, 2024
Docket2023 AP 06 0038
StatusPublished

This text of 2024 Ohio 1134 (RHDK Oil & Gas, L.L.C. v. Willowbrook Coal Co.) is published on Counsel Stack Legal Research, covering Ohio Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
RHDK Oil & Gas, L.L.C. v. Willowbrook Coal Co., 2024 Ohio 1134, 240 N.E.3d 915 (Ohio Ct. App. 2024).

Opinion

[Cite as RHDK Oil & Gas, L.L.C. v. Willowbrook Coal Co., 2024-Ohio-1134.]

COURT OF APPEALS TUSCARAWAS COUNTY, OHIO FIFTH APPELLATE DISTRICT

RHDK OIL & GAS, LLC DBA RED : JUDGES: HILL DEVELOPMENT, ET AL. : : : Hon. John W. Wise, P.J. Plaintiffs-Appellees : Hon. Patricia A. Delaney, J. : Hon. Craig R. Baldwin, J. -vs- : : Case No. 2023 AP 06 0038 : WILLOWBROOK COAL COMPANY, : ET AL. : : : Defendants-Appellants : OPINION

CHARACTER OF PROCEEDING: Appeal from the Tuscarawas County Court of Common Pleas, Case No. 2017 CV 05 0329

JUDGMENT: AFFIRMED

DATE OF JUDGMENT ENTRY: March 25, 2024

APPEARANCES:

For Plaintiffs-Appellees: For Defendants-Appellants:

DAVID E. BUTZ THOMAS A. YOUNG MATTHEW W. ONEST 41 S. High St., 29th Floor 4775 Munson St. NW Columbus, OH 43215-6194 P.O. Box 36963 Canton, OH 44735-6963 SEAN E. JACOBS 1 Easton Oval, Suite 340 NATHAN D. VAUGHAN Columbus, OH 43219 3596 State Route 39 NW Dover, OH 44622 JEFFREY T. WITSCHEY BETSY L. BARE-HARTSCHUH 405 Rothrock Road, Suite 103 Akron, OH 44321 [Cite as RHDK Oil & Gas, L.L.C. v. Willowbrook Coal Co., 2024-Ohio-1134.]

Delaney, J.

{¶1} Defendants/Counterclaim Plaintiffs-Appellants appeal the June 14, 2023

judgment entry of the Tuscarawas County Court of Common Pleas.

FACTS AND PROCEDURAL HISTORY

{¶2} The facts and procedural history come in part from our previous decision in

RHDK Oil & Gas, LLC v. Willowbrook Coal Company, 5th Dist. Tuscarawas No. 2020 AP

08 0017, 2021-Ohio-1362 (“RHDK I”).

{¶3} Plaintiffs/Counterclaim Defendants-Appellees are Gary D. Kimble, Eric S.

Kimble, Jo Elaine Mako, Keith Kimble, Gregory W. Kimble, Doris J. Kimble, RHDK

Investments, LLC, Kimble Company, Jem Ori, LLC, Esk Ori, LLC, Gdk Ori, LLC, Gwk Ori,

LLC and Kbd Ori, LLC and RHDK Oil & Gas, LLC d.b.a. Red Hill Development (hereinafter

“RHDK”). Defendants/Counterclaim Plaintiffs-Appellants are Willowbrook Coal Company,

William Deadman, Roxanna Deadman, Brenda Neal, Andrew Carrick, and Frank H.

Gorskey, II (hereinafter “Willowbrook”).

{¶4} RHDK I and the present appeal arose from efforts of some of the parties, in

1977, to start a joint venture in the development of oil and gas leases in Tuscarawas and

Coshocton County. RHDK owned and operated pipelines and wells on Willowbrook

properties. The precise details of the changes in the relationships, parties, and the

documentation of the interests of the parties is unnecessary for the resolution of this

appeal, except to note that at some time, the parties disagreed on the description of their

interests in the relevant properties. In 2014, RHDK filed its first complaint seeking

resolution of the dispute. That complaint was dismissed on May 10, 2017, amended, and

refiled in Case No. 2017 CV 05 0329. [Cite as RHDK Oil & Gas, L.L.C. v. Willowbrook Coal Co., 2024-Ohio-1134.]

{¶5} The parties engaged in extensive discovery and pleading practice up to the

settlement of the civil action through a mediation completed in March 2019. The parties

memorialized the settlement in two documents captioned “Memorandum of Settlement

Agreement” (hereinafter “MSA”) and “Settlement in Principal” (hereinafter “SIP”). The

MSA contained terms of the settlement agreement and incorporated additional

information from the SIP. The parties recognized that additional documentation would be

necessary to complete the settlement, so they included paragraph sixteen in the MSA:

The parties will cooperate in drafting and executing a comprehensive

settlement agreement and other documents necessary to effectuate the

settlement.

These “other documents” included transfers of various interests in minerals, primarily oil

and gas, as well as issues involving rights-of-way, leases, royalties, and taxes. The

parties also included a provision in the MSA that would permit them to seek a judicial

resolution of disputes regarding those “other documents”:

The parties will endeavor to have the Court retain jurisdiction over this case

to enforce the this (SIC) memorandum and the comprehensive settlement

agreement and any disputes arising under either agreement. Any disputes

arising under the aforesaid shall be submitted to the Judge. (MSA ¶ 19.)

The parties accepted these documents as a full and final settlement binding on all parties

and they notified the trial court of the status of the litigation.

{¶6} The trial court recognized “that extraordinary measures will be necessary to

finalize the resolution/settlement of this litigation” but expected the parties to resolve the

case expeditiously. [Cite as RHDK Oil & Gas, L.L.C. v. Willowbrook Coal Co., 2024-Ohio-1134.]

{¶7} The trial court monitored the status of the case and regularly requested

progress reports from the parties. The parties represented that they exchanged proposed

settlement documents on multiple occasions but were unable to resolve all disputes. After

failing to reach an agreement upon all the issues necessary to complete the transactional

documents to carry out the terms of the settlement, the parties agreed to meet for two

days in January 2020 with the guidance of the mediator that assisted them in the

completion of the MSA.

The January 2020 Documents

{¶8} The result of the January 2020 meeting/mediation was disputed but the

parties agreed that in order to finalize the settlement of the litigation through the MSA/SIP,

the parties were required to draft documents. RHDK contended that the attorneys

reviewed each disputed issue closely, drafted language that addressed all concerns and

reached a final agreement regarding the necessary documents. RHDK drafted

documents based upon the agreements reached by the attorneys and forwarded them to

Willowbrook’s counsel two days after the conclusion of the conference. Willowbrook

viewed the January meeting differently and reported that they did not agree to any terms

at the meeting. Instead, it described the outcome of the meeting as a proposal by RHDK’s

counsel that remained to be reviewed and considered by Willowbrook. The documents

drafted by RHDK after the mediation, provided to Willowbrook, and disputed by

Willowbrook were known as the “January 2020 Documents.”

{¶9} In February 2020, the trial court ordered a status conference regarding

progress toward the completion of documents necessary to carry out the settlement. On [Cite as RHDK Oil & Gas, L.L.C. v. Willowbrook Coal Co., 2024-Ohio-1134.]

June 2, 2020, RHDK filed a motion to enforce the settlement. RHDK moved the trial court

to order that the January 2020 Documents were required to effectuate the MSA/SIP.

{¶10} The trial court conducted the Final Resolution Hearing via telephone on July

24, 2020 during which time the parties argued their position and offered exhibits in support

of their contention. Neither party presented sworn testimony of witnesses. RHDK provided

the trial court with the January 2020 Documents. Though rejected by Willowbrook, RHDK

argued that January 2020 Documents represented an appropriate final resolution to all

outstanding requirements. Willowbrook did not provide the trial court with an alternative,

arguing that January 2020 Documents were inappropriate for several reasons and

suggested that the parties could benefit from an additional sixty days to resolve the

remaining disputes. Willowbrook described their objections to parts of the January 2020

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Bluebook (online)
2024 Ohio 1134, 240 N.E.3d 915, Counsel Stack Legal Research, https://law.counselstack.com/opinion/rhdk-oil-gas-llc-v-willowbrook-coal-co-ohioctapp-2024.