Stahl Petroleum Co. v. Phillips Petroleum Co.

550 S.W.2d 360, 58 Oil & Gas Rep. 83, 1977 Tex. App. LEXIS 2865
CourtCourt of Appeals of Texas
DecidedApril 6, 1977
Docket8762
StatusPublished
Cited by48 cases

This text of 550 S.W.2d 360 (Stahl Petroleum Co. v. Phillips Petroleum 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
Stahl Petroleum Co. v. Phillips Petroleum Co., 550 S.W.2d 360, 58 Oil & Gas Rep. 83, 1977 Tex. App. LEXIS 2865 (Tex. Ct. App. 1977).

Opinions

REYNOLDS, Justice.

The question presented by this appeal is whether Phillips Petroleum Company is liable to Stahl Petroleum Company for interest on the additional amounts Phillips computed and paid Stahl under their gas purchase contract after federal approval of a portion of the interstate commerce gas prices Phillips had been receiving for its sales, a weighted average of which was the basis of the payments to Stahl. In the declaratory judgment action, the trial court held that Phillips was contractually obligated for the payment made, but was not liable for. any interest thereon. For the reasons hereinafter stated, we conclude that Phillips was liable for interest. Affirmed in part; reversed and rendered in part.

By a contract dated 5 December 1957, Phillips Petroleum Company agreed to buy, [362]*362and Panhandle Gas Compression Company agreed to sell, casinghead gas owned or purchased by Panhandle which is produced from wells located on the

SE/4 of Section 1, Block 26, and S/2 of Section 12, Block A-9, and Section 61 and E/2 of Section 62, Block 25, H&GN RR. Co. Survey, Gray County, Texas.

Stahl Petroleum Company is the successor in interest to Panhandle, which is now defunct.

Contractually, upon delivery of the gas, title vests in Phillips without regard to the disposition made of the gas by Phillips. Payment for the gas delivered each month is to be made not later than the last day of the succeeding month. As to price, the contract states:

7. PRICE — As full consideration for the gas and all components thereof purchased by Buyer [Phillips] hereunder, Buyer shall pay Seller [Stahl] a price which shall be the sum of the computations prescribed in A and B below:
A. Multiply the volume of gas delivered by the applicable “Rate in Cents Per Thousand Cubic Feet” shown in Table II.1
B. Multiply the difference between the volume of gas Seller was entitled to have delivered for lease operation and the volume (determined by estimate or measurement) that was delivered for such purpose, by one-half of the first 2.6798$ or less of the weighted average price per thousand cubic feet during the month preceding that for which settlement is made, and by two-thirds of the amount by which said weighted average price exceeded 2.6798$.
8. DEFINITION S — * * *
The phrase “weighted average price per thousand cubic feet” shall mean the weighted average price received by Buyer and its subsidiaries from the^ sale, to oth¡-ers than Buyer and its subsidiaries of gas (whether sweet, sour or casinghead), and any components thereof, delivered by Buyer in the form of gas within the Panhandle Field of Texas, adjusted as hereinafter provided.

The price adjustments provided are for the inclusion of amounts received for, or deductions to be made under certain circumstances because of, transportation, purification, dehydration or compression of the gas Phillips delivers to its purchasers.

The contract is subject to all valid statutes and rules and regulations of any federal or state regulatory body having jurisdiction. Prior to the execution of the contract, it was determined in Phillips Petroleum Company v. State of Wisconsin, 347 U.S. 672, 74 S.Ct. 794, 98 L.Ed. 1035 (1954), that Phillips, as an independent natural gas producer selling gas to interstate pipeline companies for interstate transportation and resale, was a “natural gas company” within the meaning of the Natural Gas Act, 15 U.S.C. § 717 et seq., and that its gas sales in interstate commerce are subject to the jurisdiction of and regulation by the Federal Power Commission.

The Panhandle Field of Texas is a part of the Hugoton-Anadarko Area, a rate making area within the jurisdiction of the Federal Power Commission. Gas sales made by Phillips within the Panhandle Field are for both intrastate and interstate commerce; thus, the sales made for interstate commerce are subject to the jurisdiction of and the rate approved by the Federal Power Commission.

Beginning 7 June 1954 and continuing past the execution date of the Phillips-Stahl contract, Phillips had numerous gas price rate increase applications, some of which related to sales in the Panhandle Field, pending with the Federal Power Commission. Increases in gas prices subject to the jurisdiction of the Commission operate prospectively only. 15 U.S.C. §. 717c(d); Atlantic Refining Co. v. Public Service Commission of the State of New York, 360 U.S. 378, 389, 79 S.Ct 1246, 1253, 3 L.Ed.2d 1312, 1319-20 (1959). Generally, a proposed increase in rates will take effect after thirty days’ notice, 15 U.S.C. § 717c(d), unless the [363]*363Commission, pending a hearing and decision, suspends the operation of the proposed rate schedule for not longer than five months beyond the time the change would go into effect. 15 U.S.C. § 717c(e). If an order has not been made at the expiration of the suspension period, the proposed change shall go into effect upon the motion of the natural gas company making the proposal. In that event, the Commission may require the natural gas company to furnish a bond to refund the portion of such increased rates, with interest, the Commission finds is not justified. 15 U.S.C. § 717c(e).

With respect to Phillips’ proposed rate increases, the Commission suspended the effectiveness of the increases, some thirty-one of which related to Phillips’ gas sales in the Panhandle Field. Thereafter, upon the posting of a corporate obligation, Phillips was permitted by the Commission to sell gas in the Panhandle Field for interstate commerce at its proposed rate increases, subject to refund with interest of all monies collected from its purchasers in excess of the just and reasonable rates to be determined by the Commission. It would not be known until the Commission entered its final order what portion, if any, of the amounts Phillips received in excess of the then established interstate commerce rates would be refunded with interest to Phillips’ purchasers, or what portion, if any, would constitute interstate commerce sales at approved just and reasonable rates. All proceeds Phillips received from its sales, including the monies subject to refund, were deposited in Phillips’ general fund.

Meanwhile, for the gas purchased under the contract, Phillips paid Stahl the prescribed percentage of the weighted average price received by Phillips from Panhandle Field intrastate gas sales at prices not subject to the Commission’s jurisdiction and from interstate sales at rates theretofore established by the Commission for sales within its jurisdiction. Consequently, none of the then unapproved increased prices received by Phillips from, and subject to refund to, its purchasers were included in the calculations of the payments due and made to Stahl.

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Bluebook (online)
550 S.W.2d 360, 58 Oil & Gas Rep. 83, 1977 Tex. App. LEXIS 2865, Counsel Stack Legal Research, https://law.counselstack.com/opinion/stahl-petroleum-co-v-phillips-petroleum-co-texapp-1977.