U.S. Shale Energy II, LLC, Raymond B. Roush, Ruthie Roush Dodge, and David E. Roush v. Laborde Properties, L.P., and Laborde Management, Llc
U.S. Shale Energy II, LLC, Raymond B. Roush, Ruthie Roush Dodge, and David E. Roush v. Laborde Properties, L.P., and Laborde Management, Llc
Opinion
Justice Lehrmann delivered the opinion of the Court, in which Chief Justice Hecht, Justice Green, Justice Guzman, Justice Devine, and Justice Brown joined.
Debra H. Lehrmann, Justice *150 We are asked whether the royalty interest reserved to the grantor in a 1951 deed is fixed (set at a specific percentage of production) or floating (dependent on the royalty amount in the applicable oil and gas lease). The trial court concluded it was floating, but the court of appeals disagreed and held it was fixed. In light of the language and structure of the reservation at issue-our sole guide in ascertaining the intent of the parties to this deed-we agree with the trial court that the deed unambiguously reserved a floating 1/2 interest in the royalty in all oil, gas, or other minerals produced from the conveyed property. Accordingly, we reverse the court of appeals' judgment.
I. Background
On January 6, 1951, J.E. and Minnie Bryan conveyed by deed all right, title, and interest in a tract of land in Karnes County, Texas, to S.E. Crews. In this deed, the Bryans reserved a nonparticipating royalty interest in the minerals. The reservation in the Bryan deed states:
There is reserved and excepted from this conveyance unto the grantors herein, their heirs and assigns, an undivided one-half (1/2) interest in and to the Oil Royalty, Gas Royalty and Royalty in other Minerals in and under or that may be produced or mined from the above described premises, the same being equal to one-sixteenth (1/16) of the production. This reservation is what is genaerally [sic] termed a nonparticipating Royalty Reservation ....
Through a series of conveyances, U.S. Shale Energy II, LLC, acquired a share of the Bryans' reserved interest such that, today, the Bryans' heirs and U.S. Shale (collectively, the Bryan successors) own the nonparticipating royalty interest reserved in the Bryan deed. In 2010, Laborde Properties, L.P., acquired all right, title, and interest in portions of the property that is subject to the Bryan successors' nonparticipating royalty interest. At the time Laborde acquired the property, EOG Resources held an oil and gas lease providing for a lessor's royalty of 20%, i.e., 1/5. 1
After acquiring the property, Laborde received a division order from EOG reflecting that the Bryan successors were being credited with 1/2 of that 1/5 royalty (for a total of 1/10 of production). Laborde disputed this position, contending that the Bryan successors should be credited with only 1/16 of total production by virtue of the fixed 1/16 royalty reserved in the Bryan deed. After Laborde notified EOG
*151 of its disagreement, EOG suspended payments pending resolution of the dispute.
U.S. Shale sued Laborde, 2 seeking a declaratory judgment that the Bryan deed reserved a floating 1/2 royalty interest, resulting in a 1/10 royalty under the EOG lease (1/2 of the 1/5 royalty contained in the lease). The Bryans' heirs-Raymond B. Roush, Ruthie Roush Dodge, and David E. Roush-intervened as plaintiffs. Laborde counterclaimed, seeking, in pertinent part, a declaration that the deed reserved a fixed 1/16 royalty. 3 The parties filed cross motions for summary judgment as to the declaratory judgment claims. The trial court granted the Bryan successors' motions and denied Laborde's, declaring that the Bryan deed reserved a floating 1/2 royalty interest and, in a separate order, awarding the Bryan successors their attorney's fees. 4
The court of appeals reversed. --- S.W.3d ----, ----,
II. Discussion
A. Interpretation Principles and Contextual Overview
As is often the case, the parties here agree the deed in question is unambiguous but diverge on its proper interpretation.
See, e.g.
,
Luckel v. White
,
*152
In this case, questions arise about the intent of the parties to the deed with respect to the nature of the royalty interest reserved to the grantor. A royalty interest "is a nonpossessory interest in minerals that may be separately alienated."
Luckel
,
Disputes over whether a conveyance or reservation reflects a fixed or floating royalty interest are common when a deed contains multiple fractions.
5
These so-called double- and restated-fraction cases frequently involve multiples of 1/8, which was "the usual royalty provided in mineral leases" at the time the Bryan deed was executed.
Garrett
,
B. Analysis
The Bryan deed reserved "an undivided one-half (1/2) interest in and to the Oil Royalty, Gas Royalty and Royalty in other Minerals in and under or that may be produced or mined from the above described premises, the same being equal to one-sixteenth (1/16) of the production." Read independently, the sentence's first clause reserves a floating royalty interest equal to one-half of the royalty contained in the oil and gas lease in effect.
See
*153
The parties agree, and the court of appeals recognized, that apart from the single sentence reserving the royalty interest, no other provisions in the Bryan deed contain language that might shed light on the parties' intent. --- S.W.3d at ----. We therefore must harmonize the language in the reservation based on the structure of the provision itself. The court of appeals held that the second clause (the same being equal to 1/16 of production) modified the first (1/2 of the royalty), "showing an intent to reserve a fixed one-sixteenth (1/16) interest."
First, as noted, the language used in the first clause clearly indicates that the parties intended to reserve an amount that would "float" with the governing lease. By using the phrase "one-half (1/2) interest in and to the Oil Royalty," the parties expressed their intent to tie the reservation to the royalty rate that was in effect at any given time. While this rate was typically 1/8 in 1951 (which, as discussed below, explains the language "the same being equal to one-sixteenth (1/16) of the production"), the record contains no evidence that a lease was in effect when the deed was executed. The parties could not have intended to tie the reservation to something that simply did not exist. The dissent opines that, rather than tying the reservation to a nonexistent royalty, the parties intended to limit the reservation to 1/8 because that was the rate commonly used at the time. However, the deed contains no language indicating that the parties intended to limit the reservation in this way. Rather, the language quite plainly reserves 1/2 of the "[r]oyalty," which must refer to a royalty that could come into being at some point in the future.
We impliedly recognized as much in
Schlittler v. Smith
. The grantor in
Schlittler
reserved "an undivided one-half interest in and to the royalty rights on all of oil and gas and other minerals in, on and under or that may be produced from the land."
Turning to the effect of the second clause, we cannot conclude, consistent with our rule of construction mandating that no language be rendered meaningless, that "the same being equal to one-sixteenth (1/16) of the production" somehow modifies the plain meaning of the first clause. To that end, if a lease agreement provides for any royalty rate other than 1/8 (such as the 1/5 royalty currently in effect), in order for the reserved royalty interest to remain consistent with 1/16 of production, that interest would necessarily deviate from 1/2, rendering the 1/2 interest clause meaningless. 6 Thus, we conclude the only reasonable way to reconcile these clauses is to read the second clause, "the same being equal to one-sixteenth (1/16) of the production," to clarify, as an incidental factual *154 matter, what a 1/2 interest in the royalty amounted to when the deed was executed.
So construed, neither clause is rendered meaningless because both continue to be given effect in the face of leases departing from what was once a "ubiquitous" 1/8 royalty. This is demonstrated by applying the two proposed interpretations. As noted, the current lease on the property at issue provides for a 1/5 royalty. If we construe the deed to reserve a floating royalty interest, entitling the Bryan successors to 1/10 of production (i.e., 1/2 of the 1/5 royalty), it continues to be true that (1) the deed reserved a 1/2 interest in the royalty (which is now 1/5), and (2) that 1/2 interest amounted to 1/16 of production when the deed was executed in 1951 (though, under the current lease, it amounts to 1/10 of production). Because the second clause simply describes the effect of the first, the percentage of production will necessarily change based upon the royalty in effect at any given time. As such, both clauses are given effect regardless of the terms of any applicable lease agreement. By contrast, if the Bryan successors are entitled to only a fixed 1/16 of production, the statement in the deed purporting to reserve a 1/2 interest in and to the royalty is no longer true when the royalty deviates from 1/8.
The sentence's grammatical structure further bolsters our interpretation. We note that "the same being equal to one-sixteenth (1/16) of the production" is offset by a comma, indicating a nonrestrictive dependent clause. Such a clause "gives additional description or information that is incidental to the central meaning of the sentence" and "that could be taken out of the sentence without changing its essential meaning." BRYAN A. GARNER, THE REDBOOK: A MANUAL ON LEGAL STYLE § 1.6(a), at 6 (3d ed. 2013); accord BRYAN A. GARNER, THE ELEMENTS OF LEGAL STYLE 140-41 (1991). The court of appeals' emphasis on this clause improperly makes it essential to the sentence rather than incidental. To be clear, we do not imply that the use of a single comma is the dispositive consideration here. We simply recognize that the sentence's grammatical structure is consistent with the interpretation that gives effect to all of its parts.
The dissent criticizes our "foundational conclusion" that the first clause, read independently, reserves a floating royalty interest equal to one-half of the royalty contained in the oil and gas lease in effect. Post at ----. The dissent notes that a clause "expressing a single fraction with a reference to a 'royalty,' can describe either a fixed or a floating royalty interest" and argues that we resolve the first clause's meaning "without any analysis." Id. at 157 (footnote omitted). To the contrary, in accordance with well-settled interpretation principles, we analyze the specific language the parties chose. 7
As discussed, the parties chose to tie the reserved interest to the royalty, generally defined as "the landowner's share of production, free of expenses of production."
Heritage Res., Inc. v. NationsBank
,
The dissent's reliance on the absence of language indicating that the parties believed the royalty could change in the future is misplaced for two additional reasons. First, although the deed does not contain explicit language indicating that the royalty rate might change, neither does it contain language indicating that the reserved 1/2 interest might change. Yet, the reserved interest would have to change (here, from 1/2 to 5/16) in order to remain consistent with 1/16 of production. Thus, the absence of such language simply does not support either construction. More importantly, because the deed's language clearly tied the interest reserved to the royalty itself, an explicit statement that the percentage of production owed would change along with the royalty would have been superfluous. Rules of construction do not require enunciation of the obvious.
In sum, the court of appeals' interpretation-that the deed reserved a fixed royalty-improperly ignores the parties' choice to link the reserved interest to the royalty in effect at any given time. Further, it allows one clause of the reservation to render the other meaningless. By contrast, construing the deed to reserve a floating royalty interest properly harmonizes the deed's pertinent language. 9 Under this interpretation, neither clause of the reservation is nugatory because both are given proper grammatical and practical effect. We therefore hold that the Bryan deed reserved a floating 1/2 royalty interest.
III. Conclusion
Because the Bryan deed unambiguously reserved a floating 1/2 royalty interest, the trial court correctly granted summary judgment for the Bryan successors. Accordingly, we reverse the court of appeals'
*156 judgment and reinstate the judgment of the trial court.
Justice Boyd filed a dissenting opinion, in which Justice Johnson and Justice Blacklock joined.
Justice Boyd, joined by Justice Johnson and Justice Blacklock, dissenting.
The Court holds that the deed at issue reserved a "floating" interest of 1/2 of whatever royalty might one day be paid on minerals the property produces, rather than a "fixed" interest of 1/2 of the then-standard 1/8 royalty. Yet the deed expressly and unambiguously states the grantors' intent to reserve a royalty equal to "1/16 of production." And nothing in the deed indicates that the grantors intended that amount to change if a future lease provided a royalty other than the then-standard 1/8 royalty. Because I agree with the court of appeals that the deed reserved a fixed 1/16 royalty interest, I respectfully dissent.
We recently addressed a similar fixed-or-floating-royalty issue in
Hysaw v. Dawkins
,
The Court found it "plausible" to read the
Hysaw
deed's descriptive language as defining a fixed royalty interest, but it concluded that "other language in the will and the overall structure of the royalty devise confirms [the testator's] intent to ... legate a floating 1/3 royalty."
(1) "an undivided one-half (1/2) interest in and to the Oil Royalty, Gas Royalty and Royalty in other Minerals,"
(2) "the same being equal to one-sixteenth (1/16) of the production."
Reading these two clauses together, I begin with the obvious conclusion: When the Bryans executed this deed in 1951, they believed they were reserving a royalty interest equal to 1/2 of a 1/8 royalty. The second clause could not state this more plainly: they expressly reserved an interest "being equal to one-sixteenth (1/16) of the production." And although no lease existed at that time, the first clause fits perfectly with the intent expressed in the second clause because a 1/8 royalty was then the standard royalty. As the Court explains, the circumstances surrounding the deed's execution, which "inform, rather than vary from or contradict, the [instrument's] text," confirm that the usual and standard royalty in 1951 was 1/8 of production.
Ante
at 151 (quoting
URI, Inc. v. Kleberg Cty.
,
The Court, however, concludes that the first clause, "[r]ead independently, ... reserves a floating royalty interest equal to one-half of the royalty contained in [any] oil and gas lease in effect." Ante at 152. This conclusion serves as the sole foundation beneath all the Court's analysis regarding the deed's language, structure, and grammar. According to the Court, because the first clause, "read independently, reserves a floating interest," it conflicts with the second clause, thus requiring that we "harmonize" the two. Ante at 152. I disagree with the Court's conclusion because I disagree with its sole foundation, for two related reasons.
First, the first clause, standing alone, does not clearly indicate whether it reserves a floating or fixed royalty interest. The clause reserves "an undivided one-half (1/2) interest in and to the Oil Royalty, Gas Royalty and Royalty in other Minerals," but the instrument provides no indication of the intended meaning of the capitalized terms, and the deed does not define them. Nevertheless, without any analysis, the Court concludes that the clause "clearly indicates that the parties intended to reserve an amount that would 'float' with the governing lease." Ante at 153.
As its sole support for that foundational conclusion, the Court relies on
Schlittler v. Smith
,
We and the courts of appeals have recognized that this type of clause, expressing a single fraction with a reference to a "royalty,"
5
can describe either a fixed or a floating royalty interest. In
Luckel
, for example, we concluded that a clause granting "an undivided one thirty-second (1/32nd) royalty interest in and to the ... described property" recited nothing more than that "a 1/32nd royalty interest is conveyed."
Luckel
,
In short, standing alone, a clause that reserves a single fractional interest in and to or of a "royalty" may describe either a
*159
fixed interest or a floating interest.
Brown v. Havard
,
This brings me to the second reason I disagree with the Court's foundational conclusion: it construes the first clause in isolation, without considering the only other language that provides insight into the first clause's meaning. In what it claims is the "only reasonable way to reconcile these clauses," the Court isolates the first clause, construes it to reserve a floating interest, and then construes the second clause in light of the meaning it attributed to the first clause. By taking this clause-by-clause approach, the Court relegates the second clause to an afterthought, so that it "simply describes the effect of the first" clause and "clarif[ies], as an incidental factual matter, what a 1/2 interest in the royalty amounted to when the deed was executed."
Ante
at 153. The Court thus ignores the approach we insisted upon in
Hysaw
: "
before
ascribing any particular meaning to double-fraction language in a conveying instrument, all the other language in the document must be considered to deduce intent."
Hysaw
,
In other words, we cannot determine the first clause's meaning without first considering any other language that provides guidance on that meaning. We must read the first clause in its context. That context necessarily includes the second clause, which confirms the Bryans' intent to reserve a royalty "equal to one-sixteenth [1/16] of the production." Ante at 150. Contrary to the Court's assertion, the second clause contains the "language indicating that the parties intended to limit the reservation" to 1/2 of the then-standard 1/8 royalty. Ante at ----. The second clause is the only other language that provides any guidance on the first clause's intended meaning. In light of the second clause, we know for certain that the Bryans understood the first clause's reference to "the Oil Royalty" to refer to a 1/8 royalty. No other language indicates that they intended anything different, or that they intended the reserved amount to change if a future lease provided for a different royalty.
Construing the clauses together does not render either meaningless. The Court asserts that, because the current lease provides for a 1/5 royalty instead of a 1/8 royalty, construing the deed to reserve a fixed 1/16 interest would render the first clause "meaningless" because the reserved interest would not equal "an undivided 1/2 interest" in the current 1/5 royalty. Ante at ----. But that analysis is based on the Court's foundational conclusion that the first clause, when improperly "read independently," instead of properly read in context with the second clause (as Hysaw requires), creates a floating interest. If, as the second clause confirms , the first clause's reference to "the Oil Royalty" refers only and specifically to the then-standard 1/8 royalty, construing the deed to reserve a fixed 1/16 royalty gives meaning to both clauses. In contrast, the Court's holding that the deed reserved a floating *160 royalty that now equals 1/10 of production renders the second clause meaningless. The Court's "meaningless" argument, in other words, depends wholly on its improper foundational conclusion.
Nor does the Court's reliance on the sentence's "grammatical structure" support its conclusion. The Court asserts that the inclusion of a comma between the two clauses makes the second clause a "nonrestrictive dependent clause" that merely "clarif[ies], as an incidental factual matter, what a 1/2 interest in the royalty amounted to when the deed was executed."
Ante
at 159. Although the inclusion of a comma is not "dispositive," the Court asserts, it makes the structure "consistent" with the Court's holding that the deed reserved a floating interest.
Ante
at ----. This argument, of course, also wholly depends on the Court's foundational conclusion regarding the first clause. But in any event, regardless of the "non-dispositive" comma, the second clause is not merely "incidental"; rather, it is the
only
language that sheds any light on the first clause's meaning. Like similar language included as a parenthetical in similar deeds, the second clause "explains and defines" the interest the first clause describes.
Moore v. Noble Energy, Inc.
,
We know from the deed's plain language that the Bryans believed the deed reserved 1/2 of the then-standard 1/8 royalty, "the same being equal to one-sixteenth (1/16) of the production." While "other language in the [deed] and the overall structure of the royalty [reservation]"
could
indicate a different intent,
Hysaw
,
EOG acquired this interest by assignment from Whitmire Land Services Company in December 2009. The lease was originally executed in April 2008 by Whitmire and Laborde's predecessors-in-interest.
U.S. Shale sued both Laborde Properties and its general partner, Laborde Management, LLC. These entities are hereinafter collectively referred to as Laborde.
The difference is significant because, under Laborde's interpretation, the Bryan successors would be entitled to slightly less than 1/3 of the royalty under the current lease, rather than 1/2.
The trial court also severed Laborde's remaining counterclaims into a separate cause, such that the declaratory judgment and award of attorney's fees in favor of the Bryan successors became final and appealable.
See generally
Alford v. Krum
,
Specifically, in order to receive 1/16 of production where the royalty is 1/5, the royalty owner would have a 5/16 interest in the royalty, not a 1/2 interest.
Unremarkably, the dissent cites various cases reaching different results on whether a reserved royalty was fixed or floating based on the language used. Post at ----. We fail to see how those results call into question our analysis of the language used here.
The dissent's discussion of the Bryans' intentions regarding a future lease providing for a different royalty is curious in light of the dissent's recognition that no lease was in effect providing for any royalty at the time the deed was executed. See id. at 159.
In
Brown v. Havard
, we examined a deed reserving an "undivided one-half non-participating royalty (Being equal to, not less than an undivided 1/16th) of all the oil, gas and other minerals, in, to and under or that may be produced from said land."
See also, e.g.
,
Medina Interests
,
Ltd. v. Trial
,
See, e.g.
,
Coghill v. Griffith
,
See, e.g.
,
Luckel v. White
,
See also
Hysaw
,
This type of clause differs from those "double-fraction" clauses that actually refer to two separate fractions, reserving-for example-"1/4 of the 1/8th royalty interest in and to all of the oil,"
Hawkins v. Tex. Oil & Gas Corp.
,
We ultimately held that the
Luckel
deed conveyed a floating royalty interest, but we reached that conclusion because
other language
in the deed-specifically, the future-lease clause-provided that the grantee "shall be entitled to one-fourth of
any and all royalties
reserved under said leases."
Luckel
,
Reference
- Full Case Name
- U.S. SHALE ENERGY II, LLC, Raymond B. Roush, Ruthie Roush Dodge, and David E. Roush, Petitioners, v. LABORDE PROPERTIES, L.P., and Laborde Management, LLC, Respondents
- Cited By
- 21 cases
- Status
- Published