Recif Res., LLC v. Juniper Capital Advisors, L.P.

• Decision Date: 24 September 2020
• Docket Number: CIVIL ACTION NO. H-19-2953
• Parties: RECIF RESOURCES, LLC, Plaintiff, v. JUNIPER CAPITAL ADVISORS, L.P., et al., Defendants.
• Court: U.S. District Court — Southern District of Texas

RECIF RESOURCES, LLC, Plaintiff, v. JUNIPER CAPITAL ADVISORS, L.P., et al., Defendants.

CIVIL ACTION NO. H-19-2953

UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION

September 24, 2020

MEMORANDUM AND ORDER

This case involves the aftermath of unsuccessful discussions for Plaintiff and Defendants to work together on an oil-and-gas development project. The case is now before the Court on three motions seeking summary judgment in connection with Defendants' copyright infringement and related counterclaims.¹ The first is the Motion for Summary Judgment on Copyright Counterclaims ("Recif's First Motion") [Doc. # 128] filed by Counter-Defendants Recif Resources, LLC ("Recif"), Paul C. Langlois, and Steven M. Jones (collectively, "Recif"). Counter-Plaintiffs JuniperCapital Advisors, L.P., Juniper Capital Investments, LLC, Juniper Capital III, LP, and State Line Exploration, LLC (collectively, "Juniper") filed an Opposition [Doc. # 134] to Recif's First Motion, and Recif filed a Reply [Doc. # 142]. Also pending is Recif's Motion for Partial Summary Judgment on Copyright Counterclaims ("Recif's Second Motion") [Doc. # 138], to which Juniper filed an Opposition [Doc. # 161], and Recif filed a Reply [Doc. # 177]. Additionally, Juniper filed a Motion for Partial Summary Judgment (Copyright Infringement and DMCA) ("Juniper's Motion") [Doc. # 137], to which Recif filed a Response [Doc. # 163], and Juniper filed a Reply [Doc. # 176].

Having reviewed the record and the applicable legal authorities, the Court denies both of Recif's Motions. Juniper's Motion is granted.

I. BACKGROUND

In October 2017, Kevin Voelte introduced Recif to Juniper. Voelte was an investment banker who was assisting Recif in obtaining private equity investment for an oil-and-gas development project in the Louisiana Austin Chalk.²

In February 2018, Juniper created a cross-section map and corresponding well log interpretations ("Cross-Section Analysis") of oil-producing formations across Texas, Louisiana, and Mississippi, including formations in the Austin Chalk and inthe Tuscaloosa Marine Shale.³ Juniper also created six region-wide maps displaying its analysis related to the region, which Juniper then placed on a large poster ("Six Map Poster"). On February 22, 2018, Juniper provided the Cross-Section Analysis, other geologic maps, and a copy of the Six Map Poster to Recif.

On May 1, 2018, Juniper ended discussions with Recif regarding working together on Recif's oil-and-gas project. On May 2, 2018, Recif's principal Steven Jones sent an email to Juniper's Kevin Cumming asking if Juniper would consider covering a $5,000.00 expense "associated with land and legal work done in service of the NewCo⁴ partnership." See May 2 Email [Doc. # 161-16].⁵ Cumming responded by an email on May 3, 2018 ("May 3 Email"), which read in its entirety:

Steven, I've discussed with my partners, and we'll be happy to cover 50% of the costs related to the land and legal work, up to $2,500 net to Juniper ($5,000 in aggregate). Since both parties were making a good faith effort on this, we're fine with a 50/50 split. And you guys will of course still have access to this information and with your release fromexclusivity from our term sheet, you'll also have the ability to use that information to try to find new sources of funding. And again, please let me know if I can make any introductions for you guys. Happy to do so.

Please send us invoices for the expenses you incurred, and we'll cut a check for 50%. Thanks guys,

Kevin

May 3 Email [Doc. # 161-16].

Juniper alleges, and Recif does not dispute, that Recif thereafter used the Cross-Section Analysis in a presentation "to at least one potential investor to request a substantial private equity investment." See Third Amended Counterclaim [Doc. # 69], ¶ 73. For its second count of copyright infringement, Juniper alleges, and Recif does not dispute, that Recif distributed the Six Map Poster to at least one party who was not an owner or employee of Recif. See id., ¶ 86. Juniper alleges, and Recif does not deny, that Recif removed Juniper's name and logo from the Cross-Section Analysis, and inserted Recif's own logo. Juniper obtained federal copyright registrations for the Cross-Section Analysis and the Six Map Poster (the "Copyrighted Works"). The registration for the Cross-Section Analysis was issued effective July 14, 2019, and the registration for the Six Map Poster was issued effective January 8, 2020. Juniper then filed a copyright infringement counterclaim in this case against Recif, Langlois, and Jones. Juniper also asserted a claim under the Digital Millennium Copyright Act("DMCA") based on Recif's intentional removal of Juniper's copyright management information ("CMI") from the Cross-Section Analysis.

In Recif's First Motion, Recif argues that statutory damages are not available for Juniper's copyright claims, that there is no evidence of actual damages, and that there is no evidence that Recif violated the DMCA with the required mens rea. In Recif's Second Motion, Recif argues that its use of Juniper's Copyrighted Works was de minimis use and was authorized by an implied license. Juniper seeks summary judgment on Recif's liability for the copyright infringement and DMCA claims, as well as summary judgment that Langlois and Jones are personally liable. The Motions have been fully briefed and are now ripe for decision.

II. SUMMARY JUDGMENT STANDARD

Rule 56 of the Federal Rules of Civil Procedure provides for the entry of summary judgment against a party who fails to make a sufficient showing of the existence of an element essential to its case and on which it will bear the burden at trial. Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986); Curtis v. Anthony, 710 F.3d 587, 594 (5th Cir. 2013); Little v. Liquid Air Corp., 37 F.3d 1069, 1075 (5th Cir. 1994) (en banc). Summary judgment "should be rendered if the pleadings, the discovery and disclosure materials on file, and any affidavits show that there is no genuine issue as to any material fact and that the movant is entitled to judgment as amatter of law." FED. R. CIV. P. 56(a); Celotex, 477 U.S. at 322-23; Curtis, 710 F.3d at 594. Where the movant bears the burden of proof at trial on the issues at hand, it "bears the initial responsibility of demonstrating the absence of a genuine issue of material fact with respect to those issues." Transamerica Ins. Co. v. Avenell, 66 F.3d 715, 718 (5th Cir. 1995); see also Brandon v. Sage Corp., 808 F.3d 266, 269-70 (5th Cir. 2015); Lincoln Gen. Ins. Co. v. Reyna, 401 F.3d 347, 349 (5th Cir. 2005).

To obtain summary judgment on an affirmative defense, a defendant must establish the defense's essential elements. See Wilson v. Epps, 776 F.3d 296, 299 (5th Cir. 2015) (citing Dillon v. Rogers, 596 F.3d 260, 266 (5th Cir. 2010)). There exists a dispute precluding summary judgment if the "evidence is such that a reasonable jury could return a verdict for the nonmoving party." Wilcox v. Wild Well Control, Inc., 794 F.3d 531, 535-36 (5th Cir. 2015) (citations omitted). The facts and the inferences to be drawn from them must be reviewed in the light most favorable to the nonmoving party. See Wilson, 776 F.3d at 299. However, factual controversies are resolved in favor of the non-movant "only where there is an actual controversy, that is, when both parties have submitted evidence of contradictory facts." Squyres v. Heico Companies, LLC, 782 F.3d 224, 230-31 (5th Cir. 2015). The non-movant "cannot rely on the allegations in the pleadings alone." Pioneer Exploration, LLC v. Stadfast Ins. Co., 767 F.3d 503, 511 (5th Cir. 2014). Likewise, "unsubstantiated assertions that a factissue exists will not suffice" to satisfy the non-movant's burden. Firman v. Life Ins. Co. of N. Am., 684 F.3d 533, 538 (5th Cir. 2012).

For summary judgment, the initial burden falls on the movant to identify areas in which there is an "absence of a genuine issue of material fact." ACE Am. Ins. Co. v. Freeport Welding & Fabricating, Inc., 699 F.3d 832, 839 (5th Cir. 2012). The moving party may meet its burden by pointing out "the absence of evidence supporting the nonmoving party's case." Malacara v. Garber, 353 F.3d 393, 404 (5th Cir. 2003) (citing Celotex, 477 U.S. at 323; Stults v. Conoco, Inc., 76 F.3d 651, 656 (5th Cir. 1996)).

If the moving party meets its initial burden, the non-movant must go beyond the pleadings and designate specific facts showing that there is a genuine issue of material fact for trial. Gen. Universal Sys., Inc. v. Lee, 379 F.3d 131, 141 (5th Cir. 2004); Littlefield v. Forney Indep. Sch. Dist., 268 F.3d 275, 282 (5th Cir. 2001) (internal citation omitted). "An issue is material if its resolution could affect the outcome of the action." Spring Street Partners-IV, L.P. v. Lam, 730 F.3d 427, 435 (5th Cir. 2013).

In deciding whether a genuine and material fact issue has been created, the court reviews the facts and inferences to be drawn from them in the light most favorable to the nonmoving party. Reaves Brokerage Co. v. Sunbelt Fruit &Vegetable Co., 336 F.3d 410, 412 (5th Cir. 2003). A genuine issue of material fact exists when the evidence is such that a reasonable jury could return a verdict for the non-movant. Tamez v. Manthey, 589 F.3d 764, 769 (5th Cir. 2009) (citing Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986)).

"'Conclusional allegations and denials, speculation, improbable inferences, unsubstantiated assertions, and legalistic argumentation do not adequately substitute for specific facts showing a genuine issue for trial.'" Pioneer Exploration, L.L.C. v. Steadfast Ins. Co., 767 F.3d 503, 511 (5th Cir. 2014) (quoting Oliver v. Scott, 276 F.3d 736, 744 (5th Cir. 2002); accord Delta & Pine Land Co. v. Nationwide Agribusiness Ins. Co., 530 F.3d 395, 399 (5th Cir. 2008). Although the Court may make no credibility determinations or weigh any evidence, the Court is not required to accept conclusory allegations,...