Schlipf v. Exxon Corp.

• Decision Date: 22 October 1981
• Docket Number: No. B2693,B2693
• Citation: 626 S.W.2d 74
• Parties: Carl F. SCHLIPF, et al., Appellants, v. EXXON CORPORATION, et al., Appellees. (14th Dist.)
• Court: Texas Court of Appeals

Page 74

626 S.W.2d 74

Carl F. SCHLIPF, et al., Appellants, v. EXXON CORPORATION, et al., Appellees.

No. B2693.

Court of Appeals of Texas, Houston (14th Dist.).

Oct. 22, 1981.

W. H. Betts, Hempstead, for appellant.

Frank Harmon, Kenneth P. Fountain, Michael Paul Graham, Michael Paul Graham, Baker & Botts, J. Lamar Hart, Houston, for Exxon Corp.

Dean J. Capp and Melvins Hawkins, Houston, for Amoco Production Co.

Stephen R. Kirklin, Kirklin, Boudreaux & Joseph, Tim S. Leonard, Kirklin, Boudreaux & Joseph, James R. Coffee, Dallas, for Atlantic Richfield Co. James D. Klutz, Houston, for Conoco, Inc.

Cloy D. Monzingo, Houston, for Getty Oil Co.

Leo J. Hoffman, Strasburger & Price, Stuart C. Hollimon, Strasburger & Price, Julius L. Lybrand, Dallas, for Sun Oil Co.

James McCartney, D. Ferguson McNiel, Vinson & Elkins, Houston, for Mobil Oil Corp., Mobil G. C. Corp., Mobil Producing, Texas and New Mexico., Monsanto Co., Amerada Hess Corp., and Pennzoil Producing Co.

William H. Tenison, Andrews, Kurth, Campbell & Jones, Houston, for General Crude Co.

Before J. CURTISS BROWN, C. J., and MURPHY and SAM ROBERTSON, JJ.

MURPHY, Justice.

This is an appeal by all parties except Marathon Oil Company from the trial court's grant of appellants' motion for summary judgment. At issue is whether the trial court erred in setting aside a written contract and imposing a constructive trust upon funds held by Appellees, and whether its grant of Appellants' motion for summary judgment was a final, appealable order. We reverse and remand.

For clarity, all parties will be referred to as they were in the trial court. Plaintiffs in the trial court, Carl F. Schlipf (now deceased and represented by Melbert C. Schlipf as independent executor of the estate of Carl F. Schlipf), Melbert C. Schlipf, Carl Frederick Schlipf II, Patti Schlipf Baldridge, First National Bank of Brenham (trustee of the estate of Myrtle Alice Sears and Richmond State School), W. H. Betts, Sr. and W. H. Betts, Jr. own certain royalty interests in Waller County, Texas.

The original defendant in the trial court was Exxon Corporation, U.S.A., successor in interest to Humble Oil and Refining Company (Humble) and to a contract entered into between Humble and plaintiffs on December 7, 1968.

This contract provided for guaranteed fixed monthly royalty payments for thirty years (1969 to 1999). In addition the contract stipulated that plaintiffs were to be paid any sums in excess of the monthly payments at the end of the contract period. During the early 1970's, Royalty Funds exceeded expectations because of the tremendous increase in the price of gas and production. Plaintiffs demanded payment of the excess royalty. Defendant, relying upon the 1968 contract, declined, which action became the basis of this suit.

Intervenors and third party defendants were Conoco, Inc., Amoco Production Company, Mobil Oil Corporation, Mobil Producing, Texas and New Mexico, Inc., Mobil G-C, Monsanto Company, Amerada Hess Corporation, Sun Oil Company (Delaware), Getty Oil Company, Pennzoil Producing Company, Marathon Oil Company and Atlantic Richfield Company. All are parties to a working interest contract with Humble dated May 23, 1969.

Plaintiffs' second amended petition sought: (1) recovery of the funds held by defendant on the theory of unjust enrichment and imposition of a constructive trust on those funds; (2) pre-judgment interest on those funds; (3) cancellation of the 1968 contract; (4) attorneys' fees; and (5) damages. Defendant answered by general denial. Defendant also filed cross-actions against the intervenors and third party actions against the remaining corporate non-operators seeking contribution based upon the respective proportionate share of each working interest under the contract of May 23, 1969.

According to the record before us, the trial court acted upon only one of plaintiffs' three separate motions to sever their causes of action, and ordered that all claims "involving a determination of market value of royalties due to and/or paid to plaintiffs ... be, and the same are hereby severed from all other causes of action herein asserted by plaintiffs...."

Plaintiffs limited their motion for summary judgment against defendant to the cause of action founded upon unjust enrichment and prejudgment interest on royalty funds held by defendant which exceeded The trial court found no genuine issue of fact existed and granted plaintiffs' motion for summary judgment and found Defendants' "retaining such royalties would constitute unjust enrichment"; imposed a constructive trust upon the royalties; ordered defendant to pay such funds to plaintiffs; and ordered the 1968 contract terminated.

the amount of the fixed monthly payments. Defendant responded in writing to plaintiffs' motion for summary judgment and filed its own motion for summary judgment on its cross-actions and third party actions.

The court further stated:

"The relief herein granted Plaintiffs, respectively, and collectively, is in satisfaction of all their claim's and causes of action asserted in their Second Amended Petition herein and all claims and/or causes of action herein asserted by all parties herein and not herein granted are hereby in all things denied and concluded."

Finally, the trial court granted defendant's motion for summary judgment against the third party defendants and intervenors.

Sun Oil Company (Delaware), intervenor and cross-defendant, has filed a motion to dismiss all appeals for want of jurisdiction contending that the judgment does not dispose of all issues and all parties involved in the case, and therefore, constitutes an interlocutory unappealable order.

This court has jurisdiction over an appeal only if the trial court judgment is final, i.e., it disposes of all issues and parties in a case. North East Independent School District v. Aldridge, 400 S.W.2d 893, 895 (Tex.1966). We have examined the trial court's judgment and find several indicia of a final judgment, including the style of the document, a provision for execution and enforcement and the express language quoted above, although seldom used in summary judgment motions, which purports to dispose of all parties and issues. The general rule is where a trial court renders a judgment in a case set for a trial on the merits it is presumed the court intended to dispose of all parties before it and all issues raised by the pleadings, Id, at 898. Under this rule, it is not necessary that the judgment language expressly dispose of all parties and issues. Id, at 897; Vance v. Wilson, 382 S.W.2d 107, 109 (Tex.1964); Windmill Dinner Theatre of Dallas v. Hagler, 582 S.W.2d 585, 587 (Tex.Civ.App.-Dallas 1979, writ dism'd). Claims raised by pleadings not expressly disposed of by a judgment are denied by implication. Id; Rackley v. Fowlkes, 89 Tex. 613, 36 S.W. 77, 78 (1896). Plaintiffs' motion for summary judgment specifically asks for recovery of royalties held by defendant under the 1968 contract and pre-judgment interest on those royalties. The judgment entered by the trial court is silent as to plaintiffs' request for pre-judgment interest and, therefore, under the rule stated in all the above authorities, plaintiffs' request for pre-judgment interest was impliedly denied. The above-cited authorities do not distinguish between judgments entered after a trial on the merits and judgments entered granting a summary judgment before a trial on the merits is held, nor do we see any reason for such a distinction. Pan American Petroleum Corporation v. Texas Pacific Coal and Oil Company, 159 Tex. 550, 324 S.W.2d 200 (1959) is distinguishable in that the trial court there neither expressly nor by implication disposed of all issues and parties before it. In that case the trial court had entered a summary judgment against certain defendants. No severance was ordered as to that phase of the case. The Texas Supreme Court held that a summary judgment which does not dispose of all parties and issues is unappealable absent a severance of the phase of the case disposed of by that summary judgment. In other words, the granting of a summary judgment against one of several defendants does not act as a severance of that part of the lawsuit. Such a summary judgment which leaves rights and claims of a portion of the parties untried cannot be viewed as a final judgment. The situation presented in Pan American does not exist in the case before us. The judgment here expressly disposes of all parties, issues, and claims. Because no rights or claims of any The second question we must address is did the trial court err as a matter of law in setting aside the 1968 contract under the theory of unjust enrichment and imposing a constructive trust on funds held by defendant pursuant to that contract. Texas contract law clearly requires a claimant under an equitable theory to show that the other party has received a benefit at the claimant's expense before a written contract will be set aside. Walton v. Steffans, 170 S.W.2d 534, 536 (Tex.Civ.App.-El Paso 1942, writ dism'd w. o. m.). A court will view an unambiguous written contract as reflecting the parties' intent. City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex.1968). Moreover, Plaintiffs submitted no summary judgment proof necessary for intervention of the trial court's equity powers, e.g., mutual mistake, fraud, illegality, or other misconduct. Peirce v. Sheldon Petroleum Company, 589 S.W.2d 849, 852 (Tex.Civ.App.1979, no writ); 17 C.J.S. Contracts § 6 (1963). The record indicates the 1968 contract is clear, concise and plaintiffs have received exactly that for which they contracted. ¹ In a situation such as that before us, the authorities unanimously uphold and enforce the contract as an expression of the parties' intent. Id; Exxon Corporation v. Eastman Kodak Company, 589 S.W.2d 473, 478 (Tex.Civ.App.-Texarkana), rev'd on other grounds, 603 S.W.2d 208 (Tex.1979); First...