Southampton Mineral Corp. v. Coastal Oil & Gas Corp.

846 S.W.2d 609, 1993 Tex. App. LEXIS 278, 1993 WL 14665
CourtCourt of Appeals of Texas
DecidedJanuary 28, 1993
DocketNo. C14-92-00474-CV
StatusPublished

This text of 846 S.W.2d 609 (Southampton Mineral Corp. v. Coastal Oil & Gas Corp.) 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
Southampton Mineral Corp. v. Coastal Oil & Gas Corp., 846 S.W.2d 609, 1993 Tex. App. LEXIS 278, 1993 WL 14665 (Tex. Ct. App. 1993).

Opinion

OPINION

ROBERTSON, Justice.

This appeal is from an award of damages for fraud in the sale by Southampton of two mineral prospects to Coastal. Appellants bring nineteen points of error complaining of the sufficiency of evidence concerning damages, fraud, and causation. We affirm.

A brief overview of the evidence reveals that in late 1986 and early 1987 Southampton Mineral Corporation (Southampton) was in the process of acquiring two prospects — the Boldsprings Prospect and the CAB Prospect — in Polk and Tyler Counties. The Boldsprings Prospect included seismic data and oil, gas and mineral leases for approximately 6000 acres. The CAB Prospect included seismic data and options for oil, gas and mineral leases for approximately 11,000, acres. Simultaneously with Southampton's acquisition of both prospects, it was negotiating with Coastal Oil and Gas Corporation (Coastal) for the purchase by Coastal of a 50% interest in each of the prospects on a “non-promoted basis.” 1 In each case Coastal agreed to pay, and did pay, Southampton 50% of what Southampton represented as its total “leasehold acquisition costs” and “seismic acquisition costs” on each of the prospects. The evidence shows that Southampton represented its “leasehold acquisition costs” and “seismic acquisition costs” of the Boldsprings Prospect to be $1,093,484.52, when, in truth, its actual costs were only $121,127.51. As to the CAB Prospect, the evidence shows that Southampton represented its total “leasehold acquisition costs” and “seismic acquisition costs” to be $884,600.03 when, in truth, its actual costs were only $68,697.97.2 Coastal paid 50% of the total represented costs on each prospect — $546,742.26 and $442,300.02 respectively — resulting in an overcharge of $425,-614.75 for Boldsprings and $373,602.05 for CAB. Finally, there was testimony that had the Coastal representative negotiating the purchase of the two prospects known the costs represented by Southampton were not the true costs of the prospects, a recommendation would have been made that Coastal not consummate the purchase.

When Coastal became aware that it had paid more than 50% of Southampton’s cost for each of the prospects, it filed suit against Southampton, Robert Gray (President of Southampton) and Lois Kidd (Director of Land Administration for Southampton). For damages, Coastal alleged:

Southampton’s actual costs for acquisition of the leases and seismic data was far below that represented to Coastal and Coastal has been damaged by an amount in excess of SEVEN HUNDRED THOUSAND AND NO/100 DOLLARS ($700,000.00) due to its reliance on the false representation of Defendants.

The case was submitted upon four questions inquiring (1) whether fraud was committed; (2) proximate cause; (3) damages and (4) exemplary damages. In Question 3, the jury was asked what sum of money would compensate Coastal “for its damages that resulted from the fraud, if any, committed upon Coastal?” In connection with the question, the trial judge instructed the jury:

Consider the following elements of damages, if any, and none other:

The difference, if any, between the value of the leases and seismic data as represented by the defendants and the value of the leases and seismic data as received by Coastal. The difference in value, if [611]*611any, shall be determined at the time of the agreements.

The jury failed to find that Lois Kidd committed fraud but found appellants liable and assessed damages at $373,602.05.

In their first four points of error appellants contend there was no evidence authorizing the submission of question number 3 on damages and no evidence to support the jury’s damage finding. Citing Leyendecker & Associates, Inc. v. Wechter, 683 S.W.2d 369 (Tex.1984), appellants assert that Texas courts recognize two measures of damages in fraud cases. The first measure, called the “out of pocket” measure, allows an injured party to recover the difference between the value he parted with and the value he received. Id. at 373. The second measure, called the “benefit of the bargain” measure, allows the injured party to recover the difference between the value as represented and the actual value received. Id. The trial court submitted a “benefit of the bargain” measure of damages. Appellants contend that submission of this question was error because appellee presented no evidence of the value of the leases and seismic received. Alternatively, appellants claim the jury’s finding is unsupported by evidence of value received. In passing upon this “no evidence” challenge, we may consider only the evidence and inferences which tend to support the finding of the jury and disregard all evidence and inferences to the contrary. Best v. Ryan Auto Group, Inc., 786 S.W.2d 670, 671 (Tex.1990).

A brief review of the trial posture of the case is helpful to the rather “back-door” approach to the resolution of appellants’ contention.

During Coastal’s case in chief, Coastal relied upon the evidence showing the false representation of Southampton’s cost as the measure of its damage. Southampton’s motion for instructed verdict was overruled, but Coastal nevertheless sought to reopen “to introduce evidence necessary to the due administration of justice.” The grounds asserted by Coastal as a basis for reopening was surprise.3 The trial judge denied appellee’s motion to reopen and observed that “the evidence is not complete in this case” and “if the defendant introduces evidence, then you are entitled to rebut that.”

Appellants’ proof was limited by the trial judge for their failure to list witnesses and exhibits. However, one of the witnesses called by appellants was Coastal’s landman, Whaley, who negotiated the purchase of the two prospects. On cross-examination he was questioned concerning the value of the Boldsprings and CAB Prospects. He testified that in an “unpromoted arrangement,” “you pay your proportionate share of the incurred out-of-pocket costs and proceed” on a risk-sharing basis. He testified that the value of the leasehold interests represented by both the prospects was the amount paid for the leases because a mineral interest has “little or no value” until it is explored. He concluded, therefore, that the value of the Boldsprings Prospect and the CAB Prospect was the amount of money Southampton actually paid for the prospects. In addition to this testimony, there is the testimony of Lois Kidd, Southampton’s Director of Land Acquisition, who testified on cross-examination that the value of each of the prospects was the amount of money Southampton paid to the lessors when Southampton acquired the prospects. Added to this, of course, is the testimony of Southampton’s lessors that Southampton was provided the seismic without cost. We hold this is some evidence of the value of the leases and seismic as received by Coastal, and accordingly overrule appellants’ first four points of error.

In their fifth and sixth points of error, appellants contend the evidence is factually insufficient to support the jury’s answer to Question 3 and in their sixth point they contend the jury answer to such question is against the great weight of the evidence. In evaluating each of these challenges, we must look to and weigh all the evidence. [612]*612Plas-Tex, Inc. v.

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683 S.W.2d 369 (Texas Supreme Court, 1984)
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Bluebook (online)
846 S.W.2d 609, 1993 Tex. App. LEXIS 278, 1993 WL 14665, Counsel Stack Legal Research, https://law.counselstack.com/opinion/southampton-mineral-corp-v-coastal-oil-gas-corp-texapp-1993.