DeepRock Disposal Sols., LLC v. Forté Prods., LLC
| Decision Date | 21 April 2021 |
| Docket Number | Case No. 20CA15 |
| Parties | DeepRock Disposal Solutions, LLC, Appellant and Cross-Appellee, v. Forté Productions, LLC, et al., Appellees and Cross-Appellants. |
| Court | Ohio Court of Appeals |
DECISION AND JUDGMENT ENTRY
APPEARANCES:
Rick L. Ashton, James A. Coutinho, and Jeffrey R. Corcoran, Allen Stovall Neuman Fisher & Ashton LLP, Columbus, Ohio for Appellant and Cross-Appellee.
Craig E. Sweeney, Aaron M. Bruggeman, and Zachary Eddy, Bricker & Eckler LLP, Marietta, Ohio for Appellees and Cross-Appellants.
{¶1} This appeal involves a pipeline and whether the pipeline owner trespasses across two properties along the pipeline's route. The original pipeline owner constructed the pipeline but was placed into a receivership and its pipeline was sold to the current pipeline owner. The parties agree that there are no recorded written easements allowing the pipeline owner to cross through these two properties. Generally, when a pipeline crosses another's property without written permission to do so, it constitutes trespass. Here, the pipeline owner contends that there are defenses to the trespass claims.
{¶2} The current pipeline owner is Appellant and Cross-Appellee DeepRock Disposal Solutions, LLC ("DeepRock"). DeepRock purchased the pipeline from the original owner, Water Energy Services, LLC ("WES"), through the WES receivership in January 2017. DeepRock appeals the trial court's partial grant of summary judgment to appellees and cross-appellants, which dismissed DeepRock's claims for: (1) easement by estoppel, (2) a declaratory judgment on the validity of the Forté easements, (3) tortious interference with business relationship, (4) tortious interference with contract, and (5) civil conspiracy, and granted Forté and the Landowners' counterclaims against DeepRock for trespass. The appellees and cross-appellants in this matter are Forté Productions, LLC ("Forté"), Derow Enterprises, LLC ("Derow"), Ronald Deem ("Deem"), Bailey Homestead, LLC ("Bailey Homestead"), and Terry R. Johnson ("Johnson") (Bailey Homestead and Johnson are collectively "Landowners" and the properties they own that are relevant to this lawsuit are "Properties").
{¶3} Deem is a landman who, through his company, Derow, was retained by WES in early 2015 to obtain easements and rights-of-way for the construction of the pipeline. Deem approached property owners along the proposed construction route to obtain written easements for the pipeline to cross through. Bailey Homestead is an LLC for the Bailey family members who own property through which the pipeline crosses. Johnson owns property through which the pipeline crosses. Bailey Homestead and Johnson did not give written easements to allow DeepRock's pipeline to cross their Properties and they alleged that DeepRock is trespassing. However, Bailey Homestead and Johnson did eventually grant written easements to Forté. Forté is a business that, in November and December 2016, obtained and recorded written easements (the "Forté Easements") to place a pipeline on the subject Properties, but it does not own a pipeline. In other words, DeepRock owns the pipeline, but no written easements for the Properties, and Forté has written easements for the Properties, but no pipeline.
{¶4} Appellees/Cross-appellants appeal the trial court's partial grant of summary judgment to DeepRock on DeepRock's claim for a declaratory judgment "that any claim of the Defendants as against the WES Assets1 * * * were released upon the sale of the WES Assets * * *." The trial court also granted summary judgment to DeepRock when it dismissed Derow and Deem's counterclaims for breach of contract/quantum meruit and frivolous conduct, but these rulings are not challenged on appeal.
{¶5} DeepRock also appeals the trial court's order denying as moot its Civ.R. 56(G) motions to strike certain affidavits and a court-ordered as-built survey of the pipeline on the ground that the survey was not properly authenticated and that the testimony in the affidavits conflicted with the affiant's deposition testimony or that the affidavits were submitted as new evidence in a reply memorandum. The trial court issued its decision on the parties' cross motions for summary judgment, and then determined that this rendered moot DeepRock's motions to strike the survey and affidavits.
{¶6} DeepRock raises two assignments of error for our review. First, DeepRock contends that the trial court erred in granting partial summary judgment to appellees because: (1) it refused to apply the doctrine of easement by estoppel; (2) it granted appellees summary judgment on their trespass claims; (3) it declined to find Forté's easements invalid; and (4) it dismissed DeepRock's claims for tortious interference with business relationships, tortious interference with contracts and civil conspiracy. Second,DeepRock contends that the trial court erred in denying its motion to strike the survey and certain affidavits under Civ.R. 56(G).
{¶7} Because it may affect our review of DeepRock's first assignment of error challenging the trial court's decision on the parties' summary judgment motions, we review DeepRock's second assignment of error first. We find that the trial court erred when it denied as moot DeepRock's motions to strike. The trial court should have determined whether the evidence and affidavits appellees submitted to support their summary judgment motions would be considered by it before ruling on those summary judgment motions. However, we find that the error was harmless because we find that the motions to strike were properly denied on substantive grounds. We overrule DeepRock's second assignment of error.
{¶8} As to DeepRock's first assignment of error, we find that the trial court did not err when it granted summary judgment to appellees on DeepRock's easement by estoppel claim (Count 5 of the First Amended Complaint). DeepRock failed to present any evidence to contradict the testimony of the Landowners and WES's own landman, Deem, all who testified that the Landowners did not make misrepresentations to WES about a pipeline easement. DeepRock also failed to present evidence to contradict the Landowners' and Deem's testimony that the Landowners voiced objections to WES when they discovered that the pipeline crossed their Properties.
{¶9} The trial court also ruled properly on appellees' trespass claims (Count 1 of Amended Counterclaims) because in DeepRock's reply to the amended counterclaims, DeepRock admitted its pipeline crossed the Properties. And, DeepRock failed to present any expert testimony or an alternative as-built survey of the pipeline to contradict the court ordered as-built survey prepared by the expert surveyor the parties agreed to jointly retain to perform the survey.
{¶10} The trial court did not err when it dismissed DeepRock's claim that the Forté Easements were invalid (Count 2 of First Amended Complaint). Forté did not obtain the easements in violation of the doctrines of champerty and maintenance; the easements were obtained before DeepRock purchased the pipeline and well before DeepRock filed its action against the Landowners. Additionally, DeepRock named Forté as a defendant in the action. Therefore, Forté had both a bona fide interest in the case and was a party to it. Although WES was in a receivership, Forté did not violate the receivership stay order when it acquired the easements because the Landowners' Properties were not assets of the receivership estate. The Landowners were free to do as they wished with their Properties.
{¶11} Finally, we find that the trial court properly dismissed DeepRock's tortious interference with business relationships/contracts and civil conspiracy claims against Forté, Derow, and Deem (Counts 6, 7, and 8 of First Amended Complaint). DeepRock alleged that these three interfered with DeepRock's business relationships and contracts with the Landowners in late 2016 when Forté obtained its easements. Construing the evidence most strongly in DeepRock's favor we find that business relationships existed between WES and Bailey Homestead and Johnson. However, those relationships ended in late 2015 when WES constructed the pipeline on the Properties and failed to provide an appropriate and acceptable response when the Landowners objected. As for its tortious interference with contract claim, DeepRock failed to produce any evidence of any contractual agreement between WES and the Landowners. Because DeepRock failed to provide any evidence that a business relationship between WES and the Landowners existed in late 2016, and no evidence of any contracts, its tortious interference claims were properly dismissed. And, without evidence of an underlying tort, the civil conspiracy claim fails.
{¶12} Appellees/Cross-Appellants raise one assignment of error challenging the trial court's grant of summary judgment in DeepRock's favor finding that DeepRock purchased the WES assets free and clear of all liens, claims, and encumbrances arising prior to or on the date of the confirmation of the receivership sale (Count 3 of First Amended Complaint).
{¶13} We acknowledge that a great deal of confusion exists among the parties concerning this claim. To the extent that the trial court's order might be read to dismiss all of the Landowners' and Forté's trespass claims, we agree it was in error. However, we find that the trial court correctly determined that WES's assets were sold free and clear of any lien, claim or encumbrances against the assets arising prior to the pipeline's sale - those liens attached to the pipeline sale proceeds and were handled in the receivership. This finding has little relevance in this litigation because none of the cross-appellants' counterclaims asserted any interest in WES's assets. We also find that the trial court properly found that the Landowners' and Forté's trespass claims against WES, which arose when the pipeline was constructed...
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