Talmage v. Bradley
Decision Date | 10 January 2022 |
Docket Number | 2:17-cv-544 |
Court | U.S. District Court — Southern District of Ohio |
Parties | RALPH W. TALMAGE, as TRUSTEE OF RALPH W. TALMAGE TRUST, et al., Plaintiffs, v. JACQUELINE M. BRADLEY, et al., Defendants/Third-Party Plaintiffs, v. NORTHWOOD ENERGY CORPORATION, Third-Party Defendant. |
BENCH OPINION AND ORDER OF FINAL JUDGMENT
Ralph W. Talmage (as Trustee of the Ralph W. Talmage Trust) and David E. Haid (as Trustee of the David E. Haid Trust) first brought suit against Jacqueline M. Bradley and the Estate of Ralph L. Bradley (together, the “Bradley Parties”), Gulfport Energy Corporation, and Antero Resources Corporation on June 22, 2017.[1](ECF No. 1.) The Bradley Parties subsequently filed Counterclaims against Messrs Talmage and Haid, a Third-Party Complaint joining Third-Party Defendant Northwood Energy Corporation (together with Messrs Talmage and Haid, the “Northwood Parties”), and Crossclaims against Gulfport and Antero. (ECF No. 33.) On March 26, 2019, this Court denied the Northwood Parties' motion for partial summary judgment and granted in part and denied in part the Bradley Parties'. The case proceeded to a bench trial in September 2021 on liability for all remaining claims, with damages to be considered at a later date. (See ECF Nos. 174, 175.) Post-trial briefs have been submitted by Gulfport (ECF No. 181), the Northwood Parties (ECF Nos. 182, 185) and the Bradley Parties (ECF Nos. 183, 184). Upon review of such filings, and pursuant to Federal Rule of Civil Procedure 52(a), the Court now issues the following findings of fact and conclusions of law.
Messrs. Talmage and Haid own Northwood, an oil and gas producer. (Jt. Stip. ¶ 1, ECF No. 136.) They are also trustees of the revocable trusts bearing their respective names. (Id., ¶¶ 2, 3.) Mrs. Bradley is the widow of Ralph Bradley and the executor of his estate. (Id., ¶¶ 4-5.) Before his death, Mr. Bradley was an owner and executive of Eastern States Oil & Gas, Inc., also an oil and gas producer. (Id., ¶ 6.) Gulfport and Antero are in the same line of business. (See id., ¶¶ 23-25.)
The story that brings these parties together spans nearly two dozen years, and stems from a mistake that went unnoticed for many of them.
On April 21, 1994, a family of companies known as TransAtlantic assigned, in whole or in part, their right, title, and interest in certain oil and gas leases and related wells to Eastern (the “TransAtlantic-Eastern Assignment”). The leases subject to the TransAtlantic-Eastern Assignment are identified on Exhibit B thereto (the “Leases”), which lists the lessor, lessee, field, section, township, and county for each. (See, e.g., Ex. J-1, BRADLEY0000008-12.) The Leases cover land in Eastern Ohio, spanning Noble, Monroe, and Belmont Counties. The TransAtlantic-Eastern Assignment was recorded in all three of those counties.
Eastern subsequently assigned to Mr. Bradley an overriding royalty interest in certain new wells drilled onto land covered by the Leases (the “Bradley Override”):
(Exs. J4-J-5.) Although the face of the Bradley Override does not mention Noble County, Exhibit B includes Noble County leases. (Id.) Once executed, the Bradley Override was recorded in Belmont and Monroe Counties. (Jt. Stip., ¶¶ 13-14.) It was not recorded in Noble County. (Id., ¶ 15.)
The Bradley Override was drafted by Eastern's then-General Counsel, Barbara J. Bordelon. (See id. See also Ex. J-21, ¶ 2; Bordelon Dep., 68:17-25, ECF No. 171.) According to Ms. Bordelon, Eastern (Bordelon Dep., 92:3-10.) She attributes the failure to reference Noble County on the face of the Bradley Override, and the subsequent failure to record the Bradley Override in Noble County, to “a mistake in drafting” and “a clerical error.” (Id., 95:8-96:12.) Ms. Bordelon maintains, however, that the Bradley Override “should have been recorded in Noble” County.
Over the next decade, Eastern's interest in the Leases, as originally acquired from TransAtlantic, bounced among related corporate entities. First, on April 26, 2000, Eastern changed its name to Equitable Production - Eastern States, Inc. (Ex. J-58.) About one year later, Equitable Production - Eastern States, Inc. merged with and into Equitable Production Company. (Ex. J-59.)
(Id.) Neither the Equitable-AB Assignment, nor any of its exhibits, discuss or identify the Bradley Override. (Id.)
To complete the transaction, AB and AB II merged with and into NCL on May 31, 2005. (Exs. J-60-J-61.)
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