Benson v. High Rd. Operating, LLC
| Decision Date | 15 June 2022 |
| Docket Number | Civil Action 5:20-cv-00229 |
| Parties | MICHAEL BENSON, et al., Plaintiffs, v. HIGH ROAD OPERATING, LLC, Defendant. |
| Court | U.S. District Court — Northern District of West Virginia |
Pending before the Court is Defendant High Road Operating, LLC's (“Defendant”) Motion for Judgment on the Pleadings. (ECF No. 75.) For the reasons discussed more fully below, the motion is GRANTED.
This matter arises out of a dispute concerning an oil and gas agreement between each respective Plaintiff and Defendant. Between April 26, 2018, and May 11, 2018, Plaintiffs each signed, inter alia, the following documents: (1) Paid-Up Oil and Gas Lease (“Lease”), (2) Order of Payment - Oil & Gas Lease Bonus (“Order of Payment”), and (3) Memorandum of Lease (“Memorandum”).[1] (ECF Nos. 63-2, 63-5, 63-4.) Defendant submitted each Memorandum for recording in Ohio County, West Virginia on the following dates: May 10, 2018, May 25, 2018, June 6, 2018, June 12 2018, and June 22, 2018.[2] (ECF No. 63-4.)
The Lease required that Defendant, as lessee, pay Plaintiffs, as lessors, ten dollars ($10.00) “and other good and valuable considerations” in exchange for certain mineral rights. (ECF No. 632 at 1.) Among other provisions, the Lease allowed Defendant, as lessee, to surrender the Lease, “at any time . . . by tendering an appropriate instrument of surrender” to Plaintiffs, as lessors. (Id. at 3.) The Lease also acknowledges that Plaintiffs, as lessors, “agree[ ] that a Memorandum may be filed, ” by Defendant, as lessee, “detailing the relevant provisions of this Oil and Gas Lease.” (Id. at 4.)
The Memorandum's stated purpose was “to indicate the existence of a PAID-UP OIL AND GAS LEASE, ” which was “effective for all purposes as of the date set out below[.]” (ECF No. 63-4.) It further provides that Plaintiffs, as lessors, and Defendant, as lessee, “have entered into that certain Lease, ” and have “executed, acknowledged, and delivered this Memorandum of Lease in accordance with W.Va. Code § 40-1-8[.]” (Id.) Additionally, the Memorandum states that the parties, “intending to be legally bound, hereby publish and give notice of the tenancy and estate(s) created, and certain of the rights granted by and obligations under the Lease as follows, ” and, inter alia, list that “[s]aid Lease shall be in force for a primary term of five (5) years from the effective date of the Lease ....” (Id.)
The Order of Payment required Defendant to tender an oil and gas lease bonus of $6, 500 per net mineral acre in connection with the Lease to Plaintiffs. (ECF No. 63-5.) This bonus was to be tendered “within ninety (90) business days of the date of th[e] Order of Payment.” (Id.) However, this bonus was “[o]n and subject to approval of the fully executed and notarized Oil and Gas Lease . . . by the management of [Defendant] . . . and upon and subject to further approval of [Plaintiffs'] title and rights thereunder by [Defendant][.]” (Id.)
Defendant never tendered bonuses to Plaintiffs. (See ECF No. 1 at 8, ¶ 46.) Plaintiffs later entered into a replacement lease agreement with another company, SWN Production Company, LLC, (“SWN”) and secured $4, 500 per acre for a bonus consideration. (Id. at 9, ¶ 5253.)
Plaintiffs then initiated this action in the Northern District of West Virginia on October 19, 2020.[3] (ECF No. 1.) The Complaint stated three causes of action for (1) Breach of Contract; (2) Breach of the Implied Covenant of Good Faith and Fair Dealing; and (3) Slander of Title. (Id. at 8-10.) On January 27, 2022, this Court dismissed Plaintiffs' cause of action for breach of contract, finding that, although the parties had a valid and enforceable contract, Defendant did not breach that contract by failing to tender the bonuses to Plaintiffs because a condition precedent was not satisfied. (See ECF No. 73.) Thus, only the second and third counts remain.
Defendant filed the pending Rule 12(c) motion on February 11, 2022. (ECF No. 75.) Plaintiffs filed a timely response, (ECF No. 78), and Defendant filed a timely reply, (ECF No. 80). As such, this motion is fully briefed and ripe for adjudication.
“[T]he Rule 12 (c) judgment on the pleadings procedure primarily is addressed to . . . dispos[e] of cases on the basis of the underlying substantive merits of the parties' claims and defenses as they are revealed in the formal pleadings.” 5C Charles Alan Wright & Arthur R. Miller, Federal Practice and Procedure § 1367 (3d ed. 2004). A motion under 12(c) is useful when only questions of law remain. Id.
When presented with a motion under Rule 12(c) of the Federal Rules of Civil Procedure, the Court applies the same standard as it would when presented with a motion to dismiss pursuant to Rule 12(b)(6). See Drager v. PLIVA USA, Inc., 741 F.3d 470, 474 (4th Cir. 2014); Butler v. United States, 702 F.3d 749, 751-52 (4th Cir. 2012); Exec. Risk Indem., Inc. v. Charleston Area Med. Ctr., Inc., 681 F.Supp.2d 694, 706 n.17 (S.D. W.Va. 2009) (); W.Va. Auto & Truck Dealers Ass'n v. Ford Motor Co., 2014 WL 2440406, at *3 (Keeley, J.) ().
A motion to dismiss under Rule 12(b)(6) tests the legal sufficiency of a civil complaint. Fed.R.Civ.P. 12(b)(6). A plaintiff must allege sufficient facts, which, if proven, would entitle him to relief under a cognizable legal claim. Bell Atl. Corp. v. Twombly, 550 U.S. 544, 554-55 (2007). A case should be dismissed if, viewing the well-pleaded factual allegations in the complaint as true and in the light most favorable to the plaintiff, the complaint does not contain “enough facts to state a claim to relief that is plausible on its face.” Id. at 570. In applying this standard, a court must utilize a two-pronged approach. First, it must separate the legal conclusions in the complaint from the factual allegations. Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). Second, assuming the truth of only the factual allegations, the court must determine whether the plaintiff's complaint permits a reasonable inference that “the defendant is liable for the misconduct alleged.” Id. Well-pleaded factual allegations are required; labels, conclusions, and a “formulaic recitation of the elements of a cause of action will not do.” Twombly, 550 U.S. at 555; see also King v. Rubenstein, 825 F.3d 206, 214 (4th Cir. 2016) . A plaintiff's “[f]actual allegations must be enough to raise a right to relief above the speculative level, ” thereby “nudg[ing] [the] claims across the line from conceivable to plausible.” Twombly, 550 U.S. at 555, 570.
Defendant filed the pending Rule 12(c) motion, arguing that Plaintiffs have failed to state claims for breach of the implied covenant of good faith and fair dealing and slander of title. (ECF No. 75-1 at 1.) Defendant also contends that Plaintiffs' slander of title claim is untimely because it was filed outside the statute of limitations. (Id.) Each is discussed below.
As an initial matter, Defendant's arguments rely on the Court's findings and holdings in its Memorandum Opinion and Order, in which the Court granted Defendant's Motion for Summary Judgment on Plaintiffs' breach of contract claim. (See ECF No. 73 at 13-16.) Generally, on a motion under Rule 12(c), if matters outside the pleadings are presented to and not excluded by the court, the motion must be treated as one for summary judgment under Rule 56. Fed.R.Civ.P. 12(d).
However, there is “a narrow exception to the principle embodied in Rule 12(d) that allows a court to consider facts and documents subject to judicial notice without converting the motion into one for summary judgment.” Clatterbuck v. City of Charlottesville, 708 F.3d 549, 557 (4th Cir. 2013) (citing Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. 308, 322 (2007)). Under the Federal Rules of Evidence, “[t]he court may judicially notice a fact that is not subject to reasonable dispute because it . . . can be accurately and readily determined from sources whose accuracy cannot reasonably be questioned.” Fed.R.Evid. 201(b)(2).
In this instance, the Court's findings cannot be reasonably disputed, and the accuracy of the Court's docket cannot be reasonably questioned. See, e.g., Anderson v Fed. Deposit Ins. Corp., 918 F.2d 1139, 1141 n. 1 (4th Cir.1990) (); see also Brown v. Ocwen Loan Servicing, LLC, PJM-14-3454, 2015 WL 5008763, at *1 n.3 (D. Md. Aug. 20, 2015), aff'd, 639 Fed.Appx. 200 (Mem.), 2016 WL 2609617 (4th Cir. May 6, 2016) (); Johnson v. James B. Nutter & Co., 438 F.Supp.3d 697, 704 (S.D. W.Va. 2020) (Chambers, J.) (citing Brown). Thus, the...
To continue reading
Request your trial