Affirmed in Part, Reversed and Rendered in Part, and Majority and Concurring Opinions filed January 24, 2008.

In The

Fourteenth Court of Appeals

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NO. 14-06-00357-CV

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WESTERNGECO, L.L.C. AND SCHLUMBERGER TECHNOLOGY CORPORATION, Appellants

V.

INPUT/OUTPUT, INC., Appellee

On Appeal from the 164th District Court

Harris County, Texas

Trial Court Cause No. 04-67890

C O N C U R R I N G   O P I N I O N

I join the majority=s opinion expressed in sections III. A, III. B, and III. C, and concur in the result reached in section III. D. 

The Settlement Agreement was made between Schlumberger, acting on behalf of itself and its Affiliates, and Input, acting on behalf of itself and its Affiliates.  These parties agreed that the term AAffiliates@ would refer to Aany present or future corporation that directly or indirectly controls, is controlled by, or is under common control with either party, where >control= means the ownership, direct or indirect, of at least 50% of voting securities of such corporation.@  In addition, Input agreed:

that it will not offer employment to or engage as a consultant any current or former employee of Schlumberger who is working or has worked in the Seismic Field unless at least two (2) years have passed from the date such employee or former employee either ceased working for Schlumberger in the Seismic Field or has left Schlumberger.

Settlement Agreement, & 4.  And in paragraph 13 of the Settlement Agreement, Schlumberger and Input agreed, on their own behalf and on behalf of their respective Affiliates, that A[t]his Agreement is binding upon and shall inure to the benefit of the parties hereto and their respective successors in interest and legal representatives.@ 

I agree with the majority that WesternGeco is not encompassed within the parties= agreed definition of the term ASchlumberger,@ which is instead defined by the parties as ASchlumberger Technology Corporation, a Texas corporation having a place of business@ at a specific address in Sugar Land, Texas.  Thus, I agree that Paragraph 4 of the Settlement Agreement requires Input to refrain from offering employment to current or recent employees of Schlumberger Technology Corporation, but does not prohibit Input from hiring WesternGeco=s current or recent employees in the Seismic Field. 

For reasons that differ somewhat from those expressed by the majority, I also agree that it is unnecessary to expand the definition assigned by the parties to the term ASchlumberger@ in order to give full effect to the Agreement.  The purpose of the Agreement was Ato settle and compromise the issues raised in the [Fort Bend] Lawsuit . . . .@  Thus, the unambiguous language of the Agreement manifests the parties= intent to resolve the existing dispute, i.e., the alleged Apoaching@ of Schlumberger employees by Input.  The record does not indicate that any issue was raised in the Fort Bend Lawsuit concerning Input=s recruitment of WesternGeco=s present or former employees.  Although similar, that is a separate dispute not addressed in the former lawsuit or in the Settlement Agreement.  This construction, which is required by the plain meaning and the defined terms of the Settlement Agreement, does not deprive WesternGeco of any benefit actually conferred by the Agreement. 

Because it is unnecessary to the disposition of the case, I would not address the question of whether the Agreement binds WesternGeco in the absence of pleading and proof of legal theories such as piercing the corporate veil, agency, estoppel, or ratification.  Regardless of whether WesternGeco is bound by the Agreement, the Agreement does not bar Input from hiring WesternGeco employees.  I therefore concur in the result reached in section III. D.

/s/      Eva M. Guzman

Justice

Judgment rendered and Majority and Concurring Opinions filed January 24, 2008.

Panel consists of Justices Frost, Seymore, and Guzman (Frost, J., Majority).