Lamont v. Vaquillas Energy Lopeno Ltd.

Decision Date11 December 2013
Docket NumberNo. 04–12–00219–CV.,04–12–00219–CV.
Citation421 S.W.3d 198
PartiesThomas A. LAMONT, L.O.G. Energy Development, Ltd., Rosendo A. Carranco, and Montecristo Energy II, Ltd., Appellants v. VAQUILLAS ENERGY LOPENO LTD., LLP and JOB Energy Partners II, Ltd., Appellees.
CourtTexas Court of Appeals

OPINION TEXT STARTS HERE

Byron C. Keeling, Keeling & Downes, P.C., Houston, TX, for Appellants.

Jeffrey R. Parsons, Beirne, Maynard & Parsons, L.L.P., Houston, TX, for Appellees.

Sitting: SANDEE BRYAN MARION, Justice PATRICIA O. ALVAREZ, Justice LUZ ELENA D. CHAPA, Justice.

OPINION

Opinion by: PATRICIA O. ALVAREZ, Justice.

On October 23, 2013, Appellants filed a Motion for Rehearing. The motion is denied. We withdraw our opinion and judgment dated September 18, 2013, and substitute the following opinion and judgment in their place.

This appeal arises from a dispute over whether a seismic map of a gas prospect constitutes a trade secret and whether it was acquired through improper means. The jury found that Appellants misappropriated the map, intentionally interfered with contractual relations, and conspired to do so. We affirm the trial court's judgment.

Background

In 1996, Jerry Hamblin and Thomas Lamont formed Ricochet Energy, Inc., an oil and gas development company. Hamblin and Lamont each owned 50% of the shares and were the only directors of the company. Hamblin served as the company's president from 19982006; in 2005, Lamont was elected chief operating officer. Hamblin spent the majority of his time at Ricochet, while Lamont spent the majority of his time working at Howland Engineering and Surveying Co., his separate engineering firm.

In 2003 and 2004, Ricochet entered into Prospect Generation Agreements (PGAs) with Vaquillas Energy Lopeno Ltd., LLP and JOB Energy Partners II, Ltd. whereby Ricochet agreed to generate oil and gas prospects. In turn, Vaquillas and JOB agreed to pay Ricochet monthly fees to cover Ricochet's overhead while looking for prospects. The PGAs required Ricochet to (1) identify oil and gas prospects in Texas and (2) present prospects with seismic maps to Vaquillas and JOB for their first right of refusal for exploration and development. The agreement also vested Vaquillas and JOB with a proprietary interest in all acquired or generated data and interpretations of any accepted prospects.

Once a prospect was accepted, Vaquillas and JOB determined their commitment by electing their working-interest percentage. The remaining percentage was either retained by Ricochet or sold to other working-interest investors. When all of the working-interest percentages were sold, a Joint Operating Agreement was executed by all the working-interest owners and Ricochet. Under the PGAs, Ricochet maintained sole discretion to acquire a lease within the identified prospect. Although Lamont neither signed nor negotiated the PGAs with Vaquillas and JOB, the agreements were ratified through Ricochet's corporate minutes.

Discovery of the Lopeno Prospect

Sometime in September of 2004, Chris Maier, Ricochet's geologist, identified the Lopeno Prospect gas reservoir. The reservoir was approximately 161 acres in size, contained between ten billion and twelve billion cubic feet of gas, and had an estimated value of between $40 million and $60 million. The Lopeno Prospect was located in Zapata County beneath two contiguous tracts of property—the Worley property and the El Milagro property. Maier prepared the following seismic map of the Lopeno Prospect for Ricochet.1 The map was commonly referred to by the parties as the “Treasure Map.”

Lopeno Prospect Treasure Map
IMAGE

Hamblin and Lamont first met with Vaquillas and JOB to discuss the Lopeno Prospect in September of 2005. The Lopeno Prospect Treasure Map was used to show the size and potential of the gas reservoir. Vaquillas agreed to participate as a 20% working-interest owner and JOB agreed to participate as a 15% working-interest owner. Ricochet retained the remaining percentage of the working-interest in the Lopeno Prospect. Ricochet then moved to acquire leases over the surface properties. Because the El Milagro property was in litigation over a previous lease, Ricochet elected to lease the Worley property for drilling purposes.

While the Lopeno Prospect was being developed, regular meetings were held by Ricochet to discuss various aspects of the prospect with Vaquillas and JOB, including the seismic information that Maier continued to develop. All parties agree the meetings were confidential and seismic information relating to the Lopeno Prospect, including the Treasure Map, was kept secret. Lamont, as an officer of Ricochet, attended these meetings either in person or by phone. Ricochet further protected the Lopeno Prospect Treasure Map by only showing it to oil and gas working-interest investors. There is no evidence that the Treasure Map was made public.

Lamont Separates from Ricochet

In August of 2006, Lamont notified Hamblin that he wanted to separate from Ricochet. In early 2007, while Lamont and Hamblin began negotiations on Lamont's voluntary separation from Ricochet, drilling on the Worley Gas Unit No. 1 began. Vaquillas and JOB continued paying Ricochet pursuant to the PGAs. During the negotiations, Lamont had access to Ricochet computers, keys, seismic data, and offices. Lamont and Hamblin ultimately negotiated two separation agreements: (1) an agreement dividing Ricochet's oil and gas prospects, and (2) a Master Agreement to Sell, Transfer, Assign and/or Dissolve Certain Business Interests. The agreements were dated February 15, 2007, executed on February 16, 2007, and made retroactive to December 31, 2006. Also on February 16, 2007, Lamont tendered his resignation as director, officer, and chief operating officer retroactively to December 31, 2006. Pursuant to the separation agreement, Lamont could review any seismic data and could participate in the prospects. On February 16, 2007, Lamont signed a Joint Operation Agreement for the Lopeno Prospect as a 29% working-interest owner.

Based on the seismic data and the Ricochet “staff meetings,” Lamont was privy to the following information regarding the Lopeno Prospect: (1) the size of the Lopeno Prospect gas reservoir (including the estimated ten billion to twelve billion cubic feet of gas it contained and the estimated value of between $40 million and $60 million); (2) the division of the properties and the boundaries of the gas reservoir; and (3) Ricochet's placement of its first well on the Worley property, approximately 478 feet, “as close as legally possible,” to the El Milagro property line.

Lamont and Carranco Meetings

In January of 2007, Lamont met with Rosendo Carranco, a CPA and experienced oil and gas investor with thousands of acres under lease in South Texas. Lamont informed Carranco of his plans to leave Ricochet. Before February 5, 2007, Lamont again met with Carranco. At this second meeting, Lamont notified Carranco of his 29% working-interest in the Lopeno Prospect and offered Carranco 10% of that interest.

On February 5, 2007, per Hamblin's instructions, Maier e-mailed a copy of the Lopeno Prospect Treasure Map to Lamont at his Ricochet e-mail address. 2 Lamont asserts that because he did not have access to his Ricochet account at his residence, he forwarded the e-mail to his personal Gmail account. Lamont alleges Hamblin knew Lamont was trying to sell part of his working-interest in the Lopeno Prospect and that Hamblin knew Lamont wanted to show the Treasure Map to Carranco to entice him to become a working-interest investor. Hamblin acknowledges he understood that Lamont was considering retaining his 29% working-interest in the Lopeno Prospect. The record shows that Lamont signed the Lopeno Prospect Joint Operating Agreement as a working-interest owner on February 16, 2007, eleven days after Maier sent him the Treasure Map.

On February 22, 2007, Lamont and Carranco met again. This time Lamont provided Carranco with seismic maps of four different prospects, including the Lopeno Prospect Treasure Map. In turn, Carranco gave Lamont a check in the amount of $65,592.00 for 10% of Lamont's interest on each prospect. On March 14, 2007, almost three weeks later, Lamont notified Ricochet that one of Carranco's companies, Crazy Horse, had purchased 10% of Lamont's 29% working-interest ownership in the Lopeno Prospect. On February 27, 2007, Lamont received a copy of the well log for Worley No. 1 and shared the findings with Carranco. Carranco testified that based on the Worley log, and no other seismic data, he quickly realized the importance of leasing the El Milagro property. At the end of February, without any “seismic data,” both Lamont and Carranco began efforts to lease the El Milagro property under the name of Montecristo Energy II. Later, Ricochet also began negotiating a lease for the El Milagro property. Ricochet, however, was unaware of Lamont's involvement in Montecristo II.

Throughout the spring and summer of 2007, under the name Montecristo Energy II, Lamont and Carranco negotiated against Ricochet for a lease on the El Milagro property. Although the El Milagro lease grew in size from 108 acres to 1500 acres, and the bonus continued to increase, prior to June of 2007, neither Lamont nor Carranco took steps to obtain additional seismic data showing where the reservoir was truly located. On June 4, L.O.G. hired David Miller and Lamont instructed Miller to concentrate his research on the El Milagro property. On June 11, 2007, only one week after hiring Miller, Lamont conveyed an offer regarding the El Milagro property, including an up-front, cash bonus in excess of $600,000.00. Three days later, Lamont signed an agreement with Seismic Associates to obtain a seismic map of the El Milagro Property. After Ricochet withdrew its final lease offer over a potential lease on the El Milagro property, Montecristo II successfully obtained the El Milagro lease, paying an up-front bonus exceeding $1 million. Shortly...

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