Chambers v. Chesapeake Appalachia, L.L.C.
Chambers v. Chesapeake Appalachia, L.L.C.
Opinion of the Court
When an oil and gas company suspects valuable fossil fuels rest below swaths of land, it leases mineral rights from the people who own that land on the surface. These leases typically allow the company to build wells to capture oil and gas, in exchange for a portion of the profit (a "royalty") payable to the landowners. The Plaintiffs in this case-the landowners-allege that the Defendant oil and gas companies skirted the terms in their leases governing royalties and well-building. (See Doc. 30). The Defendant companies, Chesapeake Appalachia and Equinor USA Onshore Properties, responded with Motions to Dismiss (Docs. 34 and 35 respectively), which are presently before me. Defendants contend that they have complied with the unambiguous terms of the leases. But because crucial portions of the leases are unclear, and because Plaintiffs have adequately pled their claims, Defendants' Motions to Dismiss will be denied.
I. Background
Plaintiffs are all landowners in Tunkhannock and neighboring Mehoopany, Pennsylvania. (Doc. 30 at ¶¶ 12-21). In October of 2007, Plaintiffs entered into oil and gas leases with Magnum Land Services, a "landman" that leases mineral rights from landowners on behalf of oil and gas companies. (See id. ¶ 22). Magnum accordingly assigned its interests in the leases to Defendants, Chesapeake and Equinor, making them the lessees. (See id. ¶¶ 22-27).
There are two clauses of the leases which form the basis of Plaintiffs' complaint: the "unitization" clauses and the royalty clauses. As a brief aside, a unitization clause permits a lessee to group a lessor's land with neighboring lessors' lands into a single oil and gas production unit. See, e.g. , Stewart v. SWEPI, LP ,
Back to this case. The unitization clauses at issue provide:
Lessor hereby grants to the Lessee the right at any time to consolidate the leased premises or any part thereof or strata therein with other lands to form a oil, gas, and/or coalbed methane gas development unit of not more than 640 acres, or such larger unit as may be required by state law or regulation for the purpose of drilling a well thereon and Lessee shall be required to maintain a well density of at least 1 well per 160 acres contained in such unit. (Doc. 30-1, Exhibits A-1 through A-3, § 8 (hereinafter "Leases") ).
Some of Plaintiffs' lands have been consolidated into the "Wootten North Unit," a production unit of about 300 acres. (Doc. 30 at ¶¶ 3, 38). But the Wootten North Unit only has one well. (Id. ¶ 38). Plaintiffs allege this violates the unitization clauses because, under their understanding, the well density of any unit must be "at least 1 well per 160 acres." (Id. ¶¶ 36, 39). Furthermore, because the current well-to-acre ratio violates the unitization clauses, Plaintiffs allege that Defendants have correspondingly breached the clauses governing the leases' length (the "habendum" clauses). (Id. ¶¶ 42-48).
The dispute over the royalty clauses is more complex. The royalty clauses require that the lessee
pay to the Lessor as royalty for the oil, gas, and/or coalbed methane gas marketed and used off the premises and produced from each well drilled thereon, the sum of one-eighth (1/8) of the price paid to Lessee per thousand cubic feet of such oil, gas, and/or coalbed methane gas so marketed and used. Payment of royalty for oil, gas, and/or coalbed methane gas marketed during any calendar month to be on or about the 60th day after receipt of such funds by the Lessee. (Leases § 4(B) ).
All the leases included additional language which was crossed out by the original contracting parties. (Doc. 30 at ¶¶ 53-54). The crossed-out language provided that the one-eighth (1/8) royalty would be "less or net any post-production costs paid by the Lessee to prepare for and/or deliver the oil, gas, and/or coalbed methane gas for sale[.]" (Leases § 4(B) ). Before the leases were executed, John Przepiora, Magnum's representative, explained to Plaintiffs "that crossing out the language ... would guarantee that any lessee would be prohibited from deducting post-production costs from their royalty payments." (Doc. 30 at ¶¶ 56-57). Despite this, Chesapeake "has routinely levied such deductions against Plaintiffs' royalty payments." (Id. ¶ 58).
Equinor was craftier in reducing its royalty burden, according to Plaintiffs. "Instead of paying royalties based on the actual 'price paid to Lessee' for 'gas marketed and used off the premises,' as the Leases require, Equinor has paid, and continues to pay, royalties based on artificially low, artificially set book prices for transfers between Equinor and its marketing arm, [ENG]." (Id. ¶ 61 (quoting the leases) ). Equinor avoids paying Plaintiffs the royalties they are allegedly entitled to via a three-step process: (1) Equinor sells the gas captured from Plaintiffs' properties to *274its fellow subsidiary, ENG, at an artificially low price, one-eighth (1/8) of which Plaintiffs receive as royalties; (2) ENG in turn "markets and sells the gas to end users at significantly higher prices;" and then (3) Equinor ASA (Equinor and ENG's parent company) pockets the difference. (Id. ¶¶ 64-68). Plaintiffs allege they are instead entitled to one-eighth (1/8) of "the ultimate sales price received for the gas downstream," not the "artificial price that Equinor applies to transfers of gas to [ENG] at the wellhead [i.e. , when the gas leaves the ground but before it is processed for sale.]" (Id. ¶ 67). Additionally, Plaintiffs allege Equinor has "improperly and unilaterally manipulated the depressed 'reference price' " it charges ENG to further lower Plaintiffs' royalties. (Id. ¶¶ 86-88, 139). These practices, Plaintiffs claim, violate both the express terms of the leases and the implied covenant of good faith and fair dealing. (Id. ¶¶ 130-46).
Besides damages, Plaintiffs seek specific performance of the unitization clauses, or in the alternative, a judgment terminating the leases. (Id. ¶ 146). Chesapeake moves to dismiss only Counts I through III of the complaint, which allege violations of the leases' unitization and habendum clauses, leaving the dispute over their royalty calculations for another day. (See Docs. 34, 39). Equinor, on the other hand, moves to dismiss all claims brought against it. (See Docs. 35, 38). The Motions to Dismiss have been fully briefed and are now ripe for review.
II. Legal Standard
Federal Rule of Civil Procedure 12(b)(6) provides for the dismissal of a complaint, in whole or in part, for failure to state a claim upon which relief can be granted. The defendant, as the movant, bears the burden of establishing that a plaintiff's complaint fails to state a claim. See Gould Elecs. v. United States ,
"A pleading that states a claim for relief must contain ... a short and plain statement of the claim showing that the pleader is entitled to relief." Fed. R. Civ. P. 8(a)(2). The statement required by Rule 8(a)(2) must "give the defendant fair notice of what the ... claim is and the grounds upon which it rests." Bell Atl. Corp. v. Twombly ,
The inquiry at the motion to dismiss stage is "normally broken into three parts: (1) identifying the elements of the claim, (2) reviewing the complaint to strike conclusory allegations, and then (3) looking at the well-pleaded components of the complaint and evaluating whether all of the elements identified in part one of the inquiry are sufficiently alleged." Malleus v. George ,
III. Discussion
A. Contract Interpretation
The crux of the dispute at this early stage is the parties' competing interpretations of the leases' provisions. Defendants argue that the plain meaning of the clauses at issue defeat Plaintiffs' claims, (see, e.g. , Doc. 38 at 11, 23; Doc. 39 at 5), whereas Plaintiffs argue the language is clearly in their favor or at least ambiguous (see, e.g. , Doc. 42 at 18, 27).
Oil and gas leases are interpreted just like any other contract. T.W. Phillips Gas & Oil Co. v. Jedlicka ,
"A contract is ambiguous if it is reasonably susceptible of different constructions and capable of being understood in more than one sense." Hutchison v. Sunbeam Coal Corp. ,
There are a few more rules. An ambiguity is patent if it "appears on the face of the instrument, and arises from the defective, obscure or insensible language used." Steuart v. McChesney ,
*276even though the language used is clear at first glance.
B. Unitization
1. Applicability of the well density requirement
I will start with the unitization clauses. The clauses provide the lessee may form a "development unit of not more than 640 acres, or such larger unit as may be required by state law or regulation for the purpose of drilling a well thereon and Lessee shall be required to maintain a well density of at least 1 well per 160 acres contained in such unit." (Leases § 8). The clauses thereafter refer to "said development unit" and "said unit." (Id. ). Defendants insist that the requirement "to maintain a well density of at least 1 well per 160 acres contained in such unit" unambiguously applies only to "such larger unit as may be required by state law or regulation," not a unit it creates of "not more than 640 acres." (Doc. 39 at 9-12 (emphasis added) ). The parallel use of the word "such," Defendants argue, unambiguously shows that the well density requirement only applies to units larger than 640 acres. (Id. at 8). So does the placement of a comma and the word "or," which separate the "not more than 640 acres" provision from the rest of the clause. (Id. at 10). Plaintiffs respond that the well density requirement unambiguously applies to all units, not just those larger than 640 acres. (Doc. 42 at 17). They point to the fact that 640 acres is neatly divisible by 160 acres, "demonstrating an intent on the part of the original contracting parties" to make the well density requirement applicable to all units; Plaintiffs also argue the unitization clauses use the word "unit" to refer both to a "unit of not more than 640 acres" and to "such larger unit as may be required by state law or regulation." (Id. at 17-18).
What is clear is that the well density provisions are patently ambiguous as to whether they apply to all development units. Starting with Plaintiffs' proffered interpretation, the fact that 160 divides into 640 neatly is a sign that the well density requirement may apply to units of not more than 640 acres. And "such unit" may refer to both smaller and larger units: the omission of the modifier "larger" could indicate "such unit" is used in a broad sense rather than a narrow one, encompassing all development units. See Northway Village No. 3, Inc. v. Northway ,
But Defendants also muster compelling textual evidence in support of their interpretation. The parallel use of "such" may indicate the qualifying phrase "as may be required by state law or regulation" modifies both "such larger unit" and the later phrase "such unit," even though the qualifying phrase is sandwiched between the two. Courts have held that parallel or related phrasing can surmount the rule of the last antecedent-a rule that provides "a limiting clause or phrase ... should ordinarily be read as modifying only the noun or phrase that it immediately follows," Barnhart v. Thomas ,
All of that is to say, at this early stage, it is unclear if the well density requirement applies to the 300-acre Wootten North Unit at issue. Plaintiffs and Defendants have proffered reasonable but conflicting interpretations of the unitization clauses. Thus, Plaintiffs' claims for breach of the unitization and habendum clauses survive, but only if it is clear or at least ambiguous that the well density requirement would require the Wootten North Unit to have at least two wells.
2. The well density requirement
The next dispute is accordingly over the meaning of the well density requirement. Again, the parties are at odds. Plaintiffs insist that "at least 1 well per 160 acres" means a 300-acre unit cannot have just one well, because that creates a ratio of one well to 300 acres. (Doc. 42 at 15-16). Defendants respond that "per 160 acres" means "for each 160-acre group ," which in turn means a 300-acre unit has one 160-acre group to which the density requirement applies and one 140-acre group to which it does not. (See Doc. 39 at 12-14).
I agree with Plaintiffs. The text of the unitization clauses is clear: there must be *278a well density of "at least 1 well per 160 acres." Because it is impossible to maintain a fraction of a well, a unit of more than 160 acres but less than or exactly 320 acres must therefore have at least two wells. Defendants' proffered interpretation contradicts the plain language used. There is no mention of the 160-acre "groups" within units that Defendants read into the clauses. Nor do the clauses suggest Defendants cannot breach the density requirement by only maintaining one well unless the unit contains at least 320 acres (i.e. , two 160-acre groups). (See Doc. 39 at 13 n.5). That would result in a ratio of one well per 160 acres at most , not at least , which is not what the original contracting parties agreed to. Hutchison v. Sunbeam Coal Corp. ,
In sum, because the unitization clauses are ambiguous as to whether the well density requirement applies to the Wootten North Unit, Defendants' Motions to Dismiss will be denied as to Plaintiffs' claims for breach of the unitization and habendum clauses.
C. Royalties
The final issue is Equinor's practice of selling gas to its affiliate, ENG, and whether it violates the express terms of the royalty clauses or the implied covenant of good faith and fair dealing. A brief procedural digression is necessary here. While the leases' terms and the implied covenant present different legal theories for breach, both are the basis for a single claim for breach of contract. See Simmons v. Nationwide Mut. Fire Ins. Co. ,
I begin with the express terms of the leases. The royalty clauses require *279Equinor to "pay to the Lessor as royalty for the oil, gas, and/or coalbed methane gas marketed and used off the premises and produced from each well drilled thereon, the sum of one-eighth (1/8) of the price paid to Lessee per thousand cubic feet of such oil, gas, and/or coalbed methane gas so marketed and used." (Leases § 4(B) ). Comparing the clauses at issue to those featured in other cases, it is clear that they are "proceeds" clauses because of the phrase "price paid to Lessee." A proceeds clause sets the lessor's royalty as a percentage of the proceeds received by the lessee from the sale of oil or gas. See, e.g. , Tana Oil & Gas Corp. v. Cernosek ,
However, Plaintiffs allege Equinor breached by selling gas at an artificially low price to its affiliate ENG, not necessarily that the "price paid" should have been the market value. This claim is usually brought as an "implied duty to market" claim. Pennsylvania recognizes this duty, which requires a lessee operating under a proceeds lease "to market the gas found 'but only at a reasonable profit[,]' taking into consideration 'the distance to market, the expense of marketing, and everything of that kind.' " Canfield ,
*280Equinor notes that the leases provide "no implied covenant, agreement or obligation shall be read into this agreement or imposed upon the parties." (Leases § 20). But, the royalty clauses state that royalties are to be paid on gas "marketed and used off the premises." (Id. § 4(B) (emphasis added) ). Plaintiffs argue they have proffered a reasonable interpretation of that phrase which incorporates the implied duty to market as an express obligation. Plaintiffs use the word "marketed" as their textual hook in a bid to establish a latent, if not patent, ambiguity. Their interpretation boils down to this: the gas that the lessee sells is supposed to be "marketed" by the lessee rather than an affiliate, and the word "marketed" means brought "downstream" in marketable form to the "point of sale." (See Doc. 42 at 24-30).
Plaintiffs' interpretation is reasonable. Section 6 of the leases, for example, provides for a "shut in" royalty "[i]n the event a well drilled hereunder is a producing well and the Lessee is unable to market the production therefrom[.]" (Leases § 6). That provision presumes the lessee-defined in the leases as a single party, Magnum Land Services-is marketing the gas produced from the lessor's land. And "marketing" must mean something more than simply "selling" gas, because Section 6 distinguishes between the two. (Id. (employing the phrase "marketed and sold off the premises") ); see Riverside Sch. Dist. v. Career Tech. Ctr. of Lackawanna Cty. ,
Equinor maintains that the leases are unambiguous: there is no duty to market. As noted before, the leases purport to disclaim all implied covenants and obligations. Interpreting the royalty clauses to include an express duty to market arguably circumvents that disclaimer. See Hutchison v. Sunbeam Coal Corp. ,
That could be the case, but I am not convinced at this early stage that the royalty clauses are unambiguous in the way Equinor suggests. I am mindful that oil and gas leases are laden with terms of art and that my "linguistic field of expertise" may not overlap with the parties'. Mellon Bank, N.A. v. Aetna Business Credit, Inc. ,
IV. Conclusion
For the above stated reasons, Defendants' Motions to Dismiss will be denied.
An appropriate order follows.
Reference
- Full Case Name
- William A. CHAMBERS v. CHESAPEAKE APPALACHIA, L.L.C. and Equinor USA Onshore Properties, Inc.
- Cited By
- 11 cases
- Status
- Published