Robinson Petroleum Co. v. Black, Sivalls & Bryson, Inc.
| Citation | 1929 OK 334,138 Okla. 128,280 P. 593 |
| Decision Date | 17 September 1929 |
| Docket Number | Case Number: 18575 |
| Court | Supreme Court of Oklahoma |
| Parties | ROBINSON PETROLEUM CO. et al. v. BLACK, SIVALLS & BRYSON, Inc. et al. |
¶0 1. Oil and Gas--Essentials of Mining Partnership.
In order to constitute a mining partnership, the parties must co-operate in developing an oil and gas lease, each agreeing to pay his part of the expenses and share in the profits and losses.
2. Same--Conditions Estopping Lease Owner to Deny Mining Partnership Relation with Drilling Contractor.
An owner of an oil and gas lease has a right to enter into a contract for the drilling of an oil and gas well agreeing to give to the contractor an interest therein without forming a mining partnership. But if, in addition to entering into such contract, the owner buys material, exercises apparent control over the operations on the lease, and does other acts indicating that he is active in the developing, he will, at least, be estopped from denying the existence of a mining partnership, especially where those dealing with him have no notice of the contract.
Commissioners' Opinion, Division No. 1.
Error from District Court, Osage County; Jesse J. Worten, Judge.
Action by Black, Sivalls & Bryson, Inc., et al. against the Robinson Petroleum Company, Sol Robinson and the Union Petroleum & Supply Company. Judgment for plaintiffs, from which Sol Robinson and the Robinson Petroleum Company appeal. Affirmed.
A. K. Swann, for plaintiffs in error.
A. M. Widdows and Frank T. McCoy, for defendant in error Black, Sivalls & Bryson, Inc.
Gray & Palmer, for defendant in error F. K. Aggers.
Hamilton, Gross & Howard, for defendant in error W. J. Holden.
¶1 This is an action to foreclose mechanics' liens on behalf of laborers and materialmen furnishing labor and material on a certain oil and gas lease in Osage county, Okla. The oil and gas lease was owned by the Robinson Petroleum Company, a corporation. Sol Robinson was president of said corporation and his wife and son were the only other stockholders. The Union Petroleum & Supply Company, under a contract with the Robinson Company, drilled an oil and gas well on the lease. The defendants in error obtained judgments for the respective amounts of labor performed and material furnished against the Union Petroleum & Supply Company, the Robinson Petroleum Company, and Sol Robinson, individually, and a foreclosure of the liens against the oil and gas lease, together with the equipment thereon belonging to all three of the parties as above set out.
¶2 From the personal judgment granted each of the claimants, who are defendants in error, against the Robinson Petroleum Company and Sol Robinson, and the judgment foreclosing the lien upon the leasehold estate, the said Robinson Petroleum Company and Sol Robinson prosecute this appeal.
¶3 The Robinson Company owned the oil and gas lease in question, and on or about the 8th day of April, 1924, entered into a written contract with the Union Petroleum & Supply Company for the drilling of an oil and gas well thereon. By the terms of said contract, the Union Company was to drill a well to what is known as the Wilcox sand at about 2,300 feet, and, in event said well produced, the Union Company was to receive from the Robinson Company an assignment of a one-half interest. If the well produced 100 barrels or more within 15 days after completion, the Robinson Company was to pay, in addition to the one-half interest, the sum of $ 8,000. In event of a dry hole, the Union Company was to remove all material which it had used in drilling. The drilling was to be done free of any expense to the Robinson Company, and, in event of a gas well large enough that a gas company would take it over and pay the expense of drilling, then the money was to be used by the Union Company to drill another well, which was also to be free of any expense to the Robinson Company.
¶4 Under this contract, the Union Company began the drilling of the well. It ordered a small amount of material from Black, Sivalls & Bryson, but the principal part of the claim of Black, Sivalls & Bryson, which amounted to $ 1,877, was purchased by Sol Robinson, he contending, however, that he was acting for the Union Company, and exhibited at the trial a letter from the said Union Company showing his authority. Black, Sivalls & Bryson, however, testified they sold the material, which consisted principally of tanks placed upon the lease, at the request of Sol Robinson. The claim was charged upon the books of Black, Sivalls & Bryson to the Union Company, but in their petition to foreclose the lien they joined the Union Company, the Robinson Company, and Sol Robinson, individually.
¶5 The claim of F. K. Aggers for the sum of $ 1,499 arose under the following circumstances: He testified that he was called to the office of the Union Company and had a conversation with the officers of that company, in which they told him that they were drilling a well, and that Sol Robinson was interested therein, and that the gas had been blowing for a week or ten days, and they had to get the same fixed up; otherwise, the Indian Agency at Pawhuska would fine them $ 500 a day. He (Aggers) went to the lease with one of the officers of the Union Company, and was there met by Robinson's boy, who explained to him that he (Robinson's boy) was in charge of the lease. Mr. Aggers appears to be an expert in mudding in wells, and, after considerable conversation, he went to work on the well and was employed some three or four months. His services extended over a period from August 11, 1924, to about December, 1924. At all times Mr. Robinson or his boy appeared to be in charge of the lease. The lease also had the name of the Robinson Company painted upon a signboard which was placed upon the lease in plain view of everyone.
¶6 J. W. Holden secured a judgment in the sum of $ 1,000 for work in running the casing in the well. According to his testimony, he was employed by the Union Company, but before he went to work he saw Mr. Robinson, and he told him to send his bill to him. He also testified that, upon his arrival at the lease, Sol Robinson introduced him to Mike Sanders as his (Robinson's) superintendent. He denied that he had any information that Mr. Robinson was acting for the Union Company.
¶7 Black, Sivalls & Bryson, W. J. Holden, and F. K. Aggers are the only ones who filed a brief in this case, although W. H. Byron secured a judgment for the sum of $ 6,589; the U.S. Supply Company $ 4,008; R. W. McCoy $ 12; and L. M. Hurray $ 74.
¶8 The U.S. Supply Company's claim is for pipe furnished, and it appears to have been at the request of the Union Company only. W. H. Byron had a written contract with the Union Company for the drilling of the well, in which contract the Union Company agreed to pay a specified amount, and, although W. H. Byron talked the matter over often with Robinson, there is no testimony that he directly promised to be responsible for the claim. R. W. McCoy and L. M. Murray were employed by Byron and claim only as subcontractors and ask for a personal judgment against Byron only.
¶9 The record in this case is quite voluminous and the testimony is conflicting. Sol Robinson and his wife and son were the sole owners of the Robinson Company, and Sol Robinson was upon the lease many times giving orders and exercising apparent ownership and control.
¶10 The written contract between the Robinson Company and the Union Company above referred to was never placed of record, and it does not appear that any of the claimants, who are defendants in error, were told of the arrangements between the companies for the drilling of the well with the exception of Byron.
¶11 The Union Company abandoned its contract on or about the day of October, 1924, and never received the assignment provided for in the contract. The Sage Petroleum Company appears then to have assumed the responsibility for completing the well, and some of the material and part of the labor claimed by the defendants in error was purchased while the Sage Company was attempting to complete the contract of the Union Company.
¶12 There is no dispute in the record but what the Union Company is responsible to each of the defendants in error for the full amount of their claims, and the judgment against that company is nowhere attacked. The foreclosure of the lien against the property of the Union Company is not disputed. The only question presented by this appeal is whether or not the personal judgment against Sol Robinson and the Robinson Company is erroneous and whether the foreclosure of the lien against the oil and gas lease and other property belonging to Robinson and the Robinson Company can be maintained.
¶13 Many assignments of error are presented by the plaintiff in error in their motion for a new trial and petition in error. The same are argued in their brief under ten propositions. We do not think it is necessary to consider each of the propositions, as it is admitted by the brief of plaintiffs in error that, if the situation presented here amounted to a mining partnership consisting of the Union Company, the Robinson Company and Sol Robinson, then the judgment of the district court should be sustained.
¶14 After a careful consideration of the record and briefs filed in the case, we believe the same presents a situation that at least estops Sol Robinson and the Robinson Company from denying the existence of a mining partnership.
¶15 The third proposition presented by the plaintiffs in error is that no mining partnership existed. Numerous cases are cited and quoted from in the very exhaustive brief of the plaintiffs in error. We have carefully considered each of these cases together with many others on our own investigation.
¶16 The question of whether a mining partnership exists is often difficult to determine. It has been before this court in many cases. Numerous definitions have been given for an association...
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