Peoples Bank and Trust Co. v. Nettleton Fox Hunting & Fishing Ass'n, 93-CA-00398-SCT

• Decision Date: 18 April 1996
• Docket Number: No. 93-CA-00398-SCT,93-CA-00398-SCT
• Citation: 672 So.2d 1235
• Parties: The PEOPLES BANK AND TRUST COMPANY v. NETTLETON FOX HUNTING & FISHING ASSOCIATION.
• Court: Mississippi Supreme Court

Page 1235

672 So.2d 1235

The PEOPLES BANK AND TRUST COMPANY v. NETTLETON FOX HUNTING & FISHING ASSOCIATION.

No. 93-CA-00398-SCT.

Supreme Court of Mississippi.

April 18, 1996.

W.P. Mitchell, Mitchell Voge Beasley & Corban, Tupelo, Stephen H. Morris, Mitchell Voge Firm, Tupelo, for appellant.

Jan P. Patterson, Patterson & Patterson, Aberdeen, for appellee.

Before DAN M. LEE, C.J., and McRAE and SMITH, JJ.

SMITH, Justice, for the Court:

The Peoples Bank and Trust Company, (hereinafter, the Bank), appeals to this Court from an adverse ruling by the Chancery Court of Monroe County in favor of the Nettleton Fox Hunting & Fishing Association, (hereinafter, the Association), concerning the title and ownership of mineral rights within certain lands in Monroe County, Mississippi. The chancellor held that a deed with the following clause, "Oil and Mineral rights have been leased before we came into possession of property title is not herein conveyed," did not constitute a reservation of the mineral estate by the lessor-Bank, resulting in the lessee-Association receiving an entire fee simple interest in the deed. The trier concluded the above language was more of a warranty protection clause, rather than an exception of the mineral estate. Aggrieved, the Bank appeals citing the following issue:

WHETHER THE DEED CONTAINS A VALID RESERVATION CLAUSE EXCEPTING THE MINERAL ESTATE?

STATEMENT OF FACTS

E.L. Speed owned a fee simple interest in the land in question prior to the conveyance which commenced the issue now confronting this Court. On November 24, 1925, Speed sold the subject 860 acres in Monroe County to the Bank of Amory (later merged into The Peoples Bank and Trust Company). This instrument was recorded December 7, 1925. In this instrument, Speed did not reserve or except to himself any mineral estate.

Prior to the conveyance to the Bank, Speed had executed an oil and gas lease to Chas L. Tubb, dated April 11, 1925, but not filed for record until October 15, 1926. This lease was for the primary term of ten years and applied only to oil and gas. No production of oil and gas was had both before and after April 11, 1925. The Bank was aware of this Speed-Tubb lease.

The following year, the Bank executed a warranty deed on the 860 acres to the Nettleton Fox Hunting and Fishing Club, dated July 7, 1926, and filed for record on September 9, 1926. This deed contains the controverted language "Oil and Mineral rights have been leased before we came into possession of property title is not herein conveyed."

The history of ownership of the mineral estate is as follows: In 1954, the Bank affixed an application for mineral ad valorem tax exemption on the recorded deed containing the above cited reservation. In 1979, the Association prepared a quitclaim deed for the signature of the Bank of Amory, which the Bank (of Amory) refused to sign. In 1982, the Association again tried this maneuver with the (Peoples) Bank (and Trust Company), but to no avail. Then, the Association offered to purchase the minerals for $20,000.00, with a $35,000.00 cap. This offer was also refused by Peoples Bank.

Over the years, several parties approached either the Bank or the Association in regard to leasing the mineral interest. Neither side ever leased the mineral interest to any party until July 17, 1990. At that time, the Bank executed an oil and gas lease to Jerry Drake. The lessee Drake paid no bonus money and did not file the lease for record. Drake also sought an identical oil and gas lease from the Association, who rejected the offer. The Drake lease expired on July 17, 1991, thus, Drake is not a party to this action.

At this point, the Association has legal title to both the surface estate and mineral estate of 950 acres adjacent to the controverted 860 acres. There is also an additional adjacent 160 acres the Association purchased from the heirs of V.S. Whiteside. Ownership of the mineral estate of the Whiteside tract is also disputed, but is not an issue in the case at bar. Eventually, the Nettleton Fox Hunting and Fishing Association brought suit to remove cloud on title on the 860 acre tract and to reform deed on May 31, 1991. The Bank counterclaimed for title.

The trial court held that the above language in the Bank-Nettleton deed did not constitute a reservation or exception by the Bank to the mineral estate. The court found that the Bank was merely trying to protect its warranty and make the Nettleton Fox Hunting and Fishing Association aware that the mineral estate was not covered by the warranty. Aggrieved by this interpretation of the clause, the Bank appeals to this Court.

DISCUSSION OF LAW

This Court adheres to the general rule that a valid mineral reservation or exception must contain words "as definite as those required to convey title; and that, if they are not so, the whole property passes." The Texas Company v. Newton Naval Stores Co., 223 Miss. 468, 78 So.2d 751 (1955); Richardson v. Marqueze, 59 Miss. 80 (1881). "Under ordinary rules of construction, all that was not unequivocally and specifically reserved was conveyed by the granting clause." Thornhill v. System Fuels, Inc., 523 So.2d 983, 989 (Miss.1988). The reservation must contain apt words, and must describe the interest reserved with certainty. Federal Land Bank of New Orleans v. Cooper, 190 Miss. 490, 200 So. 729, 730-31 (1941).

Here, the words used are "Oil and Mineral rights have been leased before we came into possession of property title is not herein conveyed." The statement is suspect because it states that "title is not herein conveyed." Therein lies the ultimate problem. The instrument fails to describe the interest being reserved with certainty, as it speaks to the "leased oil and mineral rights." Thus, the plain language of the deed is of little help as the document is clearly ambiguous.

The discussion must therefore continue. An instrument that is clear, definite, explicit, harmonious in all its provisions, and is free from ambiguity, must be given effect. Pursue Energy Corp. v. Perkins, 558 So.2d 349, 352 (Miss.1990) (citation omitted); Gaston v. Mitchell, 192 Miss. 452, 4 So.2d 892, 893 (1941) ("construction aids are available only to interpret ambiguity [and ... a]mbiguity may not be created in order to make available a rule of construction"). When this Court finds itself proceeding to a rule of construction, we have generally relied on the "four corners" doctrine in interpreting such instruments. Pfisterer v. Noble, 320 So.2d 383, 384 (Miss.1975). "Under this [doctrine], an instrument is considered as a whole, in order to ascertain the intention of the parties. (citation omitted). Particular words ... should not control[; rather,] the entire instrument should be examined." Pursue Energy Corp. v. Perkins, 558 So.2d 349, 352 (Miss.1990) (citation omitted). "In other words, an instrument should be construed in a manner 'which makes sense to an intelligent layman familiar only with the basics of English language,' [unless to do so would be to negate] a distinctive legal meaning [of a word]." Pursue Energy Corp. v. Perkins, 558 So.2d 349, 352 (Miss.1990) (citation omitted). "If examination solely of the language within the instrument's four corners does not yield a clear understanding of the parties' intent, the court will generally proceed to another ... process." Id.

In this case, the document contains repugnant clauses, and thus, the instrument itself is insufficient for this Court's consideration in deliberating on this issue. We hold that the document is ambiguous in stating "title [to the oil and mineral rights have been leased before we came into possession of the property, and therefore] title is not herein conveyed." This leaves room for considerable doubt as to what was being reserved or whether the clause was a notice of warranty of the prior lease.

The trial court reached its conclusion that the clause was more of a warranty (or lack thereof) on the oil and mineral rights, than a reservation because of Richardson v. Moore, 198 Miss. 741, 22 So.2d 494 (1945). In Richardson, the Edward Hines Yellow Pines Trustees conveyed certain lands to Hoskins-Moore Lumber Company with the deed containing the following provision: "The fee herein is subject to mineral and oil rights, if any, now of record and not owned by the grantors herein and subject also to all public highways." Id. 22 So.2d at 495. A week before, Hoskins-Moore, in expectation of Edward Hines Yellow Pines conveyance, had conveyed the same lands to Maude Smith by warranty deed which contained this provision: "Also, reserving the oil and mineral rights on the said lands together with the right to enter upon, explore for and remove the said oil and mineral in accordance with a deed made to us by the Edward Hines Yellow Pines Trustees, conveying to us the said land." Id. It is this Hoskins-Moore to Smith deed that the Court had to construe. The Richardson Court found that "it is clear that Hoskins-Moore, when they prepared their deed to Mrs. Smith, knew Hines was going to convey the lands to them, but were not certain what provision, if any, the deed would contain with reference to the minerals." Id. at 496. Because the Hoskins-Moore to Smith deed used the language "in accordance with a deed made to us ...," the Court held that the reservation was not really a reservation. Otherwise, "[i]f the grantors intended to except the minerals outright, there was no need to use that expression. They could have easily said, 'But all minerals are hereby excepted.' " Id. Moreover,

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