Flying Diamond-West Madisonville Limited Partnership v. GW Petroleum, Inc., No. 10-07-00281-CV (Tex. App. 8/26/2009)
| Decision Date | 26 August 2009 |
| Docket Number | No. 10-07-00281-CV.,10-07-00281-CV. |
| Parties | FLYING DIAMOND-WEST MADISONVILLE LIMITED PARTNERSHIP, SOL LEVINE, AND MARDAN ENERGY CORPORATION, Appellants, v. GW PETROLEUM, INC., GREAT WESTERN ONSHORE, INC., FORCENERGY ONSHORE, INC., CASCADE ENERGY CORPORATION, FAULCONER 1996 LLC, GULFWEST OIL COMPANY, AND GULFWEST OIL & GAS COMPANY, Appellees. |
| Court | Texas Court of Appeals |
Appeal from the 278th District Court, Madison County, Texas, Trial Court No. 6354.
Affirmed in part, Reversed and remanded in part.
Before Cheif Justice GRAY, Justice REYNA, and, Justice DAVIS (Justice REYNA dissenting)
This action arises from a series of limited partnerships created beginning in 1973 between the predecessors-in-interest of Great Western, Inc., Great Western Onshore, Inc. and Forcenergy Onshore, Inc. (collectively, "Great Western") and Sol Levine for purposes of creating and owning oil and gas leases for exploration, drilling, and production in Madison County, Texas and in the state of Utah. The Flying Diamond-West Madisonville Limited Partnership ("Madisonville Partnership") was created by Flying Diamond Oil Corporation ("Flying Diamond") as general partner, Sol Levine, and several other limited partners who are not involved in this appeal. There were also three additional limited partnerships involving Flying Diamond and Levine that are relevant to this litigation that owned and developed oil and gas leases in Utah, in which Sol Levine was the only limited partner. There were other limited partnerships involving Flying Diamond and Sol Levine; however, they are not part of this litigation. In 1990, Levine filed this suit, in part individually and in part on behalf of the Madisonville Partnership in a derivative capacity as a limited partner, against the general partner, Great Western. We affirm in part, reverse in part, and remand this cause to the trial court.
Due to the lengthy and complex procedural history of this case, a basic history of the relevant facts and explanation of the parties involved is helpful to our disposition of this matter. This background also has a substantial procedural discussion because of prior litigation between the parties as well as the extended period of time this proceeding was pending in the trial court.
Flying Diamond was the original general partner in these transactions with Levine. Through a merger and name change, Great Western, Inc. succeeded as the general partner in each of the four partnerships at issue. Forcenergy Inc. is the parent corporation of Great Western, Inc. Marden Energy Corporation is the successor in interest to Levine's claims.
Levine filed suit individually against Flying Diamond in 1977 in the federal district court of New York. That suit was settled in 1982 with a judgment that dismissed the causes of action with prejudice. Included in this settlement is a document the parties refer to as the "1982 Stipulation," which identified lands and assets belonging to Levine, settled his respective interests in them, and provided for Levine's future rights of participation.
Levine filed this action on February 20, 1990. Great Western filed its first traditional summary judgment in 1992 pursuant to Texas Rule of Civil Procedure 166a(b), asserting two affirmative defenses: (1) res judicata as a result of the New York litigation, and (2) the statute of limitations as to certain other allegations occurring more than four years prior to the filing of the instant action. TEX. R. CIV. PROC. 166a(b). After hearing, the trial court granted summary judgment by written order dated September 21, 1992 ("1992 Summary Judgment"). This order granted summary judgment as to (1) ownership issues in additional leases and wells not listed in the 1982 Stipulation; and (2) all contract and accounting claims of Levine that accrued prior to February 20, 1986 (four years prior to the filing of the petition in this case). The effect of this order was to dismiss all or part of four of eleven of Levine's then pleaded causes of action against Great Western.
Levine filed an amended petition on August 12, 1993. No formal action occurred in the trial court from that time until another amended petition was filed by Levine on December 17, 1999. The parties had agreed to attempt to mediate the case in 1992, which did not take place, and to conduct discovery informally. Also, the parties entered into a dissolution agreement in 1995, which purported to dissolve the Madisonville Partnership which had expired by its own terms in 1994 ("1995 Dissolution Agreement"). Great Western filed a motion to dismiss for want of prosecution on August 1, 2002, which was denied by the trial court by an order signed on October 10, 2002.
Great Western then filed a no-evidence motion for summary judgment pursuant to Texas Rule of Civil Procedure 166a(i) on June 27, 2003 ("the 2003 Summary Judgment"). TEX. R. CIV. PROC. 166a(i). The trial court held a hearing on the motion on August 1, 2003, but then in a letter order on August 29, 2003, granted a continuance to Levine and abated the hearing until mediation was attempted. The trial court then ruled on the summary judgment without hearing or further notice to the parties on January 23, 2004, granting the summary judgment as to nineteen of Levine's approximately twenty-eight causes of action against Great Western.
Levine filed a traditional motion for summary judgment and Great Western filed two additional traditional motions for summary judgment in 2004, which were heard contemporaneously on July 1, 2004 ("the 2004 Summary Judgment"). Primarily, the bases of these motions were to determine (1) whether the 1995 Dissolution Agreement did or did not result in a novation that would render the 1982 Stipulation meaningless, and (2) to request the trial court to dismiss causes of action raised by Levine in amended petitions which Great Western alleged restated the same or substantially similar causes of action to those on which the trial court had already granted summary judgment. The trial court determined that there was no novation and also granted the motions by Great Western regarding the prior summary judgments by written order signed on August 3, 2004. On January 18, 2005, Great Western filed a motion to enforce a forum-selection clause contained in the 1982 stipulation that required litigation surrounding the 1982 stipulation to be prosecuted in the state of Colorado. The trial court granted the motion on January 25, 2005, and thereby dismissed a claim by Levine that the 1982 stipulation was fraudulently induced.
A trial by jury commenced beginning October 4, 2006, and Levine was granted judgment on the remaining claims presented to the jury in the total amount of $2,213,266.70, plus $200,000.00 in attorney's fees. Great Western requested a directed verdict during the trial, filed a motion for new trial, motion for judgment notwithstanding the verdict, and motion to set aside the jury's verdict, all of which the trial court denied. Both Levine and Great Western have appealed the judgment. Levine primarily attacks the summary judgments. Great Western primarily attacks the jury verdict and resulting judgment.
When multiple grounds for reversal of a judgment on appeal are presented, we first address those points or issues that would afford a party the greatest relief. CMH Homes, Inc. v. Daenen, 15 S.W.3d 97, 99 (Tex. 2000); Bradleys' Elec., Inc. v. Cigna Lloyds Ins. Co., 995 S.W.2d 675, 677 (Tex. 1999). If disposition of one issue would result in a rendition, the court should consider that issue before addressing any issues that would only result in a remand. Bradleys' Elec., 995 S.W.2d at 677.
Great Western filed a motion to dismiss for want of prosecution of this lawsuit on July 31, 2002. The trial court denied the motion on October 10, 2002. Great Western complains that the trial court abused its discretion in denying the motion to dismiss.
A trial court's ruling on a motion to dismiss is reviewed under an abuse of discretion standard. See MacGregor v. Rich, 941 S.W.2d 74, 75 (Tex. 1997); Rampart Capital Corp. v. Maguire, 974 S.W.2d 195, 197 (Tex. App.-San Antonio 1998, pet. denied); Christian v. Christian, 985 S.W.2d 513, 514 (Tex. App.-San Antonio 1998, no pet.) An abuse of discretion with respect to factual matters occurs if the record establishes that the "trial court could reasonably have reached only one decision." Walker v. Packer, 827 S.W.2d 833, 840 (Tex. 1992); Christian, 985 S.W.2d at 514. The question is whether the trial court acted without reference to any guiding rules and principles, or whether the act was arbitrary or unreasonable. On factual issues or other matters committed to the trial court's discretion, we may not substitute our judgment for that of the trial court. Walker, 827 S.W.2d at 839. Even if we would decide the issue differently, we do not disturb the trial court's decision unless it is without reference to any guiding rules and principles, or it is arbitrary and unreasonable. Walker, 827 S.W.2d at 840; Johnson v. Fourth Court of Appeals, 700 S.W.2d 916, 917 (Tex. 1985) (orig. proceeding); see also MacGregor, 941 S.W.2d at 76.
However, we give less deference when we review the trial court's application of law. A trial court has no discretion to determine what the law is or to apply the law to the facts. Walker, 827 S.W.2d at 840. The trial court's clear failure to analyze or correctly apply the law is an abuse of discretion. Walker, 827 S.W.2d at 840.
There are three grounds upon which a trial court may dismiss a case: (1) when a party fails to appear at a hearing or trial pursuant to Texas Rule of Civil Procedure 165a(1); (2) when the case has not been disposed of within the Supreme Court's time standard pursuant to ...
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