» Business Litigation

Texas appellate court rules against owner of royalty interest in fraudulent inducement lawsuit

A Texas appellate court held that the owner of a royalty interest could not claim fraudulent inducement with regard to its settlement with a Shell Oil affiliate that operated the oil and gas property. In 2014, a Texas state court jury found that the Syrian American Oil Corp. (Samoco) was fraudulently induced into entering a settlement agreement in 1989 with Pecten Orient Co., a Shell affiliate that owned the property in Syria. However, the jury also found that Samoco should have discovered the issue before making the agreement.

On appeal, Samoco argued that it did not discover the fraud until 2006, when Pecten made an offer to buy the royalty interest. However, the First Court of Appeals agreed with the trial court, finding that Samoco’s 2007 lawsuit was time-barred.

The Texas appellate court also held that Pecten should have been awarded a portion of the $3.5 million in attorneys’ fees and costs that it claimed to have incurred, because the jury found that Samoco breached the agreement by filing the lawsuit. The jury awarded zero dollars in damages, but Pecten argued that it was contrary to the weight of the evidence. The court said that the evidence regarding fees was undisputed, and Samoco did not substantively challenge the attorneys’ fees evidence on appeal.

Texas appeals court’s decision shows importance of wording in noncompete agreements

A recent decision by a Texas appeals court demonstrates that the wording of a noncompete agreement must be precise.

In the case, East Texas Copy Systems, Inc. v. Player, the Court of Appeals in Texarkana ruled that a noncompete agreement was nonbinding due to the language used in the agreement.

As part of the sale of a business, the buyer agreed to employ the seller for four years, and the seller agreed not to compete with the buyer in a certain geographic area for a two year period. The noncompete clause stated that if the seller’s employment was terminated “for any reason other than a for cause termination” within two years, then the noncompete clause would no longer be binding. The parties also signed a separate noncompete agreement with identical language regarding the agreement being nonbinding if the seller was terminated for any reason other than for cause.

The seller voluntarily resigned his employment within two years of entering into the agreement and entered into competition with the buyer.

The seller filed a lawsuit seeking a declaration that the noncompete clauses were nonbinding, and the buyer asked the court to enforce the clauses. The trial court found that the seller was not bound by the noncompete agreement. The buyer appealed, arguing that to allow the seller to voluntarily end his employment and begin competing would thwart the purpose of the agreement. The court disagreed, noting that the agreements between the parties covered other issues besides the agreement not to compete. The court held that the plain language of the clause allowed the seller to compete, because both parties agreed that the employment had terminated without cause.

The case illustrates the importance of making sure that a noncompete agreement actually protects the interests that the parties intend to protect.

Texas drill pipe supplier files lawsuit against company alleging breach of contract

A breach of contract lawsuit was filed by a Houston, Texas drill pipe supplier against a North Dakota company.

The lawsuit was filed in the U.S. District Court for the Southern District of Texas Aug. 31 by Vallourec Drilling Products USA Inc. (Vallourec) against B.J.’s Drill Stem Testing, Inc. d/b/a Drill Tech LLC (Drill Tech).

According to the lawsuit, Drill Tech purchased 60 joints of 4-inch heavyweight drill pipe and 620 joints of 4-inch drill pipe from Vallourec. The complaint alleges that the drill pipe was delivered, but Vallourec has not received the full payment of $1,282,748.40.

Vallourec claims that Drill Tech paid a deposit of $384,824.52, but failed to pay the remaining balance. According to the complaint, the parties had agreed that the pipe would be delivered “Ex-Works,” meaning that it would be considered delivered once the seller made the goods available for pickup by the buyer. Vallourec claims that it made the pipe available for pickup, but Drill Tech failed to take physical possession after delivery, and Vallourec has therefore incurred storage and other expenses. The plaintiff further alleges that it has been unable to resell the goods, despite commercially reasonable attempts.

The plaintiff is seeking payment for past-due amounts, pre- and post-judgment interest, court costs, attorney fees and other relief to which it may be entitled. A jury trial has been requested.

Austin company files lawsuit alleging unfair competition

An unfair competition lawsuit has been filed in U.S. District Court in Austin, Texas.

Yeti Coolers, an Austin company, accuses a Missouri company, Mammoth Coolers, of selling products that infringe on Yeti’s rights. Yeti alleges unfair competition, unjust enrichment, trade dress infringement and trade dress dilution. The company seeks money damages and the recall and destruction of the offending products.

The products at issue are similar to Yeti’s Roadie and Tundra coolers and high-end Rambler tumblers. The company reports that it has sold more than 1 million Tundra coolers, which sell for $300 to $1,400, and more than 400,000 Roadie coolers, which sell for $250. The Rambler tumblers sell for between $30 and $40.

Yeti claims in the lawsuit that Mammoth Coolers’ Titan and Discovery coolers and its Rover tumblers are confusingly similar to Yeti’s products. Yeti alleges that Mammoth is using Yeti’s trade dress or colorable imitations, which are likely to create the misleading and false impression that the allegedly infringing products are associated with or authorized by Yeti. Yeti claims that the company used its trade dress continuously and extensively, and it became famous and acquired secondary meaning, before Mammoth entered the market.

Mammoth advertises its products as less expensive than their competitors.

Yeti has requested a jury trial.

Texas appeals court rules in lawsuit over gas well blowout costs

A Texas appeals court issued a ruling in a lawsuit over costs associated with the blowout of a gas well.

The Eleventh Court of Appeals issued its opinion Aug. 31, 2015 in the case of St. Paul Fire & Marine Insurance Company and St. Paul Surplus Lines Insurance Company, Appellants v. Petroplex Energy, Inc, Appellee, on appeal from the 142nd District Court, Midland County, Texas.

The case involved a gas well, the Quinn 1-6H Well in Reeves County, Texas, that was operated by Petroplex Energy and insured by the appellant insurance companies. The Quinn Well was intended to be operated as a partnership between Petroplex and Endeavor Energy Resources, LP, but the two companies disagreed over certain matters including blowout insurance, and a joint operating agreement was never signed. A partial assignment of the Quinn Well to Endeavor was executed, but the 80 percent interest was subsequently reassigned to Petroplex.

On Sept. 14, 2007, a buildup of gas caused the Quinn Well to blow out, and Petroplex lost control of the well. As a result, equipment owned by third parties was damaged, and Endeavor advanced blowout expenses to Petroplex. A well-control policy and commercial liability policy were held by Petroplex, but the insurance companies claimed that Petroplex did not own 100 percent of the working interest in the Quinn Well, that it was not an insured well, and Petroplex could not recover under the policies.

The appeals court affirmed the trial court’s judgment in favor of Petroplex on all issues presented.

Texas jury awards over 60 million dollars in oil and gas lease breach of fiduciary duty case

A Texas jury awarded over $60 million to investors in an oil and gas breach of fiduciary duty case.

The plaintiff investors claimed that their business partners gave themselves credit for financial contributions that were not actually made and excluded the investors from a lease acquisition project when the defendants learned that it would be extremely profitable.

The case is Tiburon Land and Cattle LP and Trek Resources on behalf of The Three Finger/Black Shale Prospect Partnership v. Sarah Kate Jones, as Independent Executrix of the Estate of Thomas J. Taylor, deceased, et al.

The plaintiffs presented evidence that although they shared in the first 30,000 acres of leases that the project acquired, they were excluded from a later acquisition of 16,000 acres. According to the plaintiffs, the defendants, including Abilene oil man Thomas J. Taylor, Kerwin Stephens and Chester Carroll, used a second set of accounting books to hide profits and make it appear as if they had made contributions that were not actually made by them.

The jury awarded $24 million in actual damages and $9 million in exemplary damages to one set of plaintiffs, and $28 million to another group of investors who intervened in the case.

The jury found that the fiduciary breaches by Stephens constituted theft, strengthening the total verdict amount.

Texas Supreme Court hears gas royalties case

The Texas Supreme Court heard arguments in a lawsuit by property owners against Chesapeake Energy, claiming that the energy giant improperly withheld millions of dollars in natural gas royalty payments.

Chesapeake is appealing a 2014 ruling by a San Antonio appeals court that upheld a decision by a state district court awarding at least $1 million to a Fort Worth family. The Hyder family argued that its lease with Chesapeake was heavily negotiated and specifically tailored to be “cost-free,” but Chesapeake has altered its interpretation of its obligations, attempting to deduct post-production costs.

The case is being closely watched by the oil and gas industry in Texas. The National Association of Royalty Owners-Texas and the Texas Land and Mineral Owners Association are backing the Hyders, saying that this case is one of many in which Chesapeake has sought to improperly deduct costs from royalty payments.

Observers say that the impact of the case will depend on whether the high court addresses its previous ruling in Heritage Resources v. NationsBank, which permitted the deduction of post-production costs even when contracts appear to disallow it. The Hyder lease included a provision stating that the findings in the Heritage case do not apply. The Fourth Court of Appeals in San Antonio agreed that the contract provision served to modify the general rule set forth in the Heritage case.

Texas Supreme Court rules in tortious intereference case that “reasonable certainty” requirement for lost profits applies to claims for “lost market value”

In a recent business litigation case, the Texas Supreme Court affirmed that lost profits may only be recovered when the amount can be proven with reasonable certainty, even when the damages sought are for the “market value” of an investment, as determined by lost profits.

In Phillips v. Carlton Energy Group, LLC, Carlton sued entrepreneur Gene Phillips and other entities, alleging tortious interference with the company’s attempt to invest in an unproven methane exploration project in Bulgaria. Carlton sought the lost “market value” of its interest in the venture, and an expert witness testified that the fair market value of the investment ranged from $12.54 million to $11.305 billion, under three different models of damages. The jury found for Carlton and awarded actual damages of $66.5 million and exemplary damages of $8.5 million.

The First District Court of Appeals in Houston upheld the jury’s award on appeal. However, the Texas Supreme Court unanimously reversed the damages award, ruling that there was no evidence that the amount was based on objective facts from which the amount of lost profits could be determined. The court stated that while the requirement of “reasonable certainty” clearly applies when the damages sought are the lost profits themselves, it had not previously made clear that the standard also applies when lost profits are used instead to ascertain the market value of property. However, the court ruled that the reasonable certainty standard “clearly must” apply in such a case as well.

In federal case, insurance company sues Texas hospital for tortious interference

In late February, Aetna Life Insurance Company filed a lawsuit against North Cypress Medical Center, claiming tortious interference.

Aetna claims that North Cypress designed an out-of-network strategy that charged unnecessarily high fees to Aetna, and that it improperly offered ownership interests in the hospital in exchange for patient referrals.

The lawsuit argues that the action by North Cypress constitutes tortious interference (intentional, damaging interference in a business relationship) with in-network agreements between Aetna and the hospital’s physician-owners. The company further argues that the hospital’s actions violate the federal Racketeer Influenced and Corrupt Organizations Act (RICO) and the Participating Facility Agreement between the hospital and MultiPlan, Inc., an affiliate of Aetna.

According to the lawsuit, North Cypress has also violated Texas statutes regarding unapproved billing practices, unprofessional conduct and inappropriate payment for referrals.

Allegedly, North Cypress’ out-of-network strategy included charging grossly excessive fees, providing illegal kickbacks to doctors for referrals, waiving the financial responsibility of Aetna members, upcoding and improperly using non-specific billing codes, and simply overcharging. According to the suit, these practices resulted in Aetna being overcharged by up to $120 million.

The lawsuit was filed in U.S. District Court for the Southern District of Texas, Houston Division.

Citgo sues fuel reseller for breach of contract

Citgo Petroleum has filed a lawsuit against a fuel reseller for breach of contract, claiming that the reseller sold non-brand motor fuel under Citgo’s name and failed to pay for fuel purchases.

Citgo Petroleum Corporation filed the lawsuit against Daibes Oil and Fred A. Daibes in the Southern District of Texas, Houston Division, on October 14.

The lawsuit alleges that Citgo and Daibes Oil entered into a marketer-franchise agreement whereby Daibes would purchase motor fuel from Citgo for resale under the Citgo brand name to consumers and retailers. According to the complaint, they entered into the agreement on February 16, 2012.

Also according to the complaint, Daibes Oil has failed to pay more than $359,000 for fuel purchases made in January. Citgo also alleges that in 2013, Fred Daibes signed a guaranty for the agreement, and that he has failed to comply with its terms.

Citgo also alleges that it provided branding materials on the condition that Citgo would be reimbursed if the service stations debranded within a 60-month amortization period, and that Daibes Oil failed to reimburse Citgo under the contract. Citgo also alleges trademark infringement, claiming that Daibes Oil has sold non-branded motor fuel under Citgo’s name.

Citgo is seeking damages, interest, attorney’s fees and costs.

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