U.S. Enercorp, Ltd. v. SDC Mont. Bakken Exploration, LLC, Cv. No. SA:12–CV–1231–DAE.

CourtUnited States District Courts. 5th Circuit. Western District of Texas
Writing for the CourtDAVID ALAN EZRA
Citation966 F.Supp.2d 690
PartiesU.S. ENERCORP, LTD., Plaintiff, v. SDC MONTANA BAKKEN EXPLORATION, LLC; Val Verde Investments, LLC; and Ringo Shapiro, Defendants.
Docket NumberCv. No. SA:12–CV–1231–DAE.
Decision Date14 August 2013

966 F.Supp.2d 690

U.S. ENERCORP, LTD., Plaintiff,
v.
SDC MONTANA BAKKEN EXPLORATION, LLC; Val Verde Investments, LLC; and Ringo Shapiro, Defendants.

Cv. No. SA:12–CV–1231–DAE.

United States District Court,
W.D. Texas,
San Antonio Division.

Aug. 14, 2013.


[966 F.Supp.2d 693]


Amy Elisabeth Davis, Corey Frank Wehmeyer, James M. Truss, Cox Smith Matthews, Inc., San Antonio, TX, for Plaintiff.

Olivier A. Taillieu, Raffi V. Zerounian, The Taillieu Law Firm, Beverly Hills, CA, Scott M. Garelick, McElree Savage Smith, Dallas, TX, for Defendants.


ORDER: (1) GRANTING IN PART AND DENYING IN PART DEFENDANTS' MOTION TO DISMISS; (2) GRANTING PLAINTIFF LEAVE TO AMEND

DAVID ALAN EZRA, Senior District Judge.

On July 22, 2013, the Court heard oral argument on the Motion to Dismiss filed by Defendants SDC Montana Bakken Exploration, LLC, Val Verde Investments, LLC, and Ringo Shapiro (collectively, “Defendants”). (Doc. # 16.) Amy Davis, Esq., and Corey Wehmeyer, Esq., appeared on behalf of Plaintiff U.S. Enercorp, Ltd.; Olivier Taillieu, Esq., appeared on behalf of Defendants. After careful consideration of the Motion and the supporting and opposing memoranda, and in light of the parties' arguments at the hearing, the Court, for the reasons that follow, GRANTS IN PART AND DENIES IN PART Defendants' Motion to Dismiss (doc. # 16) and GRANTS PLAINTIFF LEAVE TO AMEND.

BACKGROUND

Plaintiff U.S. Enercorp (“Enercorp”) is a Texas-based oil and gas exploration and production company. (Doc. # 13 (“FAC”) ¶¶ 2, 9.) In 2011, seeking to acquire oil and gas leases in Northern Montana, Enercorp contracted with SDC Montana Consulting, LLC, and SDC Montana, LLC (collectively referred to herein as “SDC Montana Consulting”),

[966 F.Supp.2d 694]

who had an established presence in Montana. ( Id. ¶ 10.) 1

Pursuant to the contracts between Enercorp and SDC Montana Consulting, the latter was obligated to acquire and deliver to Enercorp oil, gas, and mineral leases in certain parts of Montana, which Enercorp planned to sell to a third party. (FAC ¶ 11.) Soon thereafter, Southwestern Energy Production Company (“SEPCO”) expressed interest in the Montana leases, and Enercorp began structuring a contract to deliver them to SEPCO. (FAC ¶ 13; Resp. ¶ 6.)

Enercorp alleges that, at the same time that it was attempting to structure a deal with SEPCO, Defendants “approached SDC Montana Consulting” and encouraged it “not to perform under its contracts” and “to only perform on terms that were different from and less favorable to Enercorp than the terms actually agreed to in writing.” ( Id.) By “fraudulently misrepresent[ing] that a ‘credit facility’ existed that required the [Montana] leases for collateral, when in fact no such facility ever existed,” Defendants induced SDC Montana Consulting to make “fraudulent assignments of oil, gas, and mineral leases” to Montana Bakken and Val Verde. ( Id.) Plaintiff allege that Defendants “knew [that the leases] had already been assigned to Enercorp pursuant to [the contracts]” and that, “[i]n many cases,” Defendants fraudulently acquired and recorded assignments of those same leases later in time “on top of Enercorp's [assignments].” ( Id.; Resp. ¶ 4.)

SEPCO wanted to purchase all the leases that Enercorp had obtained from SDC Montana Consulting and was “avers[e] to any deal that was not completely clean.” (FAC ¶ 13.) Accordingly, Plaintiffs allege that Defendants—now armed with fraudulent assignments of those leases—were able to “extort[ ] their way into Enercorp's deal with [SEPCO].” ( Id.) Knowing that SEPCO would back out of the deal if it learned of title disputes, Defendants allegedly “refused to clear title to the leases Enercorp already owned and intended to deliver to [SEPCO].” ( Id.) In addition, Defendants allegedly “threatened to contact SEPCO and interfere with Enercorp's deal if [their] unlawful demands were not appeased.” ( Id.) Enercorp does not indicate what these “unlawful demands” were.

Enercorp, hoping to prevent its deal with SEPCO from falling apart, negotiated a Collaboration Agreement with Defendants, SDC Montana Consulting, and JL Resources, LLC (“Collaboration Agreement”). ( Id. ¶ 13.) The main objective of this agreement, which was executed on April 13, 2012, was to resolve any title issues among the parties so that the deal with SEPCO could go forward. ( Id.) To wit, the Collaboration Agreement provides:

Given the stated purpose of [SEPCO] to deal with the Leases on simplified terms and with a single contracting Party, and to promote the marketability of the Leases, the Parties acknowledge and agree that the simplification of matters of title to the Leases and the elimination of all encumbrances is essential. To that end each of the Parties does hereby release ... each to the other, all ... causes of action ... which one party may claim against another with regard to title of the leases.

[966 F.Supp.2d 695]

(Collaboration Agreement ¶ 6 (emphasis added).) The next section of the Collaboration Agreement clarifies the scope of this release, stating:


Personal Claims Retained. Notwithstanding the foregoing, each of the Parties retains and does not release, any claims or causes of action for damages, losses or monetary deficiencies that any Party may have against another Party, but with all such claims being of a personal nature against a Party, and not as a claim or encumbrance against the Leases or lands included in the projects.

( Id. ¶ 7 (emphases added).)


The Collaboration Agreement “gave Enercorp the exclusive authority to conduct all necessary negotiations with [SEPCO] in order to finalize and conclude the deal,” and Enercorp insists that “Defendants specifically contracted and agreed not to interfere with Enercorp's negotiations with [SEPCO].” (FAC ¶ 13.) However, on December 10, 2012, Defendants' counsel, Olivier Taillieu, sent a letter to SEPCO alleging defects in Enercorp's title to the Montana leases and requesting that SEPCO cease making payments under its contract with Enercorp. (Resp. ¶ 7; Mot. Ex. 7.) Enercorp alleges that Defendants “have also made and continue to make harassing phone calls to SEPCO, further slandering Enercorp's title and interfering with Enercorp's contract with SEPCO.” (FAC ¶ 15; Resp. ¶ 7.) As a result of Defendants' actions, SEPCO “has declared a ‘Title Defect’ ” and “is refusing to purchase certain Montana Leases it would otherwise be obligated to purchase ....” (FAC ¶¶ 18, 21.)

Enercorp further alleges that, “[b]y Paragraph 12 of the Collaboration Agreement, Defendants were also obligated to return to Enercorp an instrument referred to as the March 9, 2012 Bakken Assignment (the ‘Bakken Assignment’), covering certain Montana Leases.” (FAC ¶ 16.) However, Defendants did not return the Bakken Assignment to Enercorp. Instead, claiming that they held title to the Bakken Assignment, Defendants delivered it directly to SEPCO. ( Id.) “The value lost under Enercorp's contract with [SEPCO] as a result of Defendants' breaches of the Collaboration Agreement exceeds $8,000,000.00,” claims Enercorp. ( Id. ¶ 16.)

On November 19, 2012, Enercorp filed this lawsuit in the 166th Judicial District Court of Bexar County, Texas, bringing causes of action for tortious interference with a contract, tortious interference with prospective business relations, and slander of title. (Doc. # 1–2 ¶ 8.) On December 31, 2012, Defendants removed the case to this Court. (Doc. # 1.) On January 28, 2013, Enercorp filed an Amended Complaint. (Doc. # 13.) On February 11, 2013, Defendants filed the Motion to Dismiss that is now before the Court. (Doc. # 16.) On February 22, 2013, Enercorp filed a Response in opposition to Defendants' Motion. (Doc. # 24.) On March 1, 2013, Defendants filed a Reply. (Doc. # 25.)

STANDARD OF REVIEW

Federal Rule of Civil Procedure 12(b)(6) authorizes dismissal of a complaint for “failure to state a claim upon which relief can be granted.” Review is limited to the contents of the complaint and matters properly subject to judicial notice. See Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. 308, 322, 127 S.Ct. 2499, 168 L.Ed.2d 179 (2007). In cases where “the contracts [are attached to the Defendants'] motions to dismiss, the contracts were referred to in the complaints, and the contracts are central to the plaintiffs' claims, [a court] may consider the terms of the contracts in assessing the

[966 F.Supp.2d 696]

motions to dismiss.” In re Katrina Canal Breaches Litig., 495 F.3d 191, 205 (5th Cir.2007).

In analyzing a motion to dismiss for failure to state a claim, “[t]he court accepts ‘all well-pleaded facts as true, viewing them in the light most favorable to the plaintiff.’ ” In re Katrina Canal Breaches Litig., 495 F.3d at 205 (quoting Martin K. Eby Constr. Co. v. Dallas Area Rapid Transit, 369 F.3d 464, 467 (5th Cir.2004)). To survive a Rule 12(b)(6) motion to dismiss, the plaintiff must plead “enough facts to state a claim to relief that is plausible on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). “A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009).

A complaint need not include detailed facts to survive a Rule 12(b)(6) motion to dismiss. See Twombly, 550 U.S. at 555–56, 127 S.Ct. 1955. In providing grounds for relief, however, a plaintiff must do more than recite the formulaic elements of a cause of action. See id. at 556–57, 127 S.Ct. 1955. “The tenet that a court must accept as true all of the allegations contained in a complaint is inapplicable to legal conclusions,” and courts “are not bound to accept as true a legal conclusion couched as a factual allegation.” Iqbal, 556 U.S. at 678, 129 S.Ct. 1937 (internal quotations and citations omitted). Thus, although all reasonable inferences will be resolved...

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    ...provided by federal and state law do not provide Marfork protection from enforcement action if this permit condition is violated. [966 F.Supp.2d 690] The Court GRANTS in part Marfork's motion against OVEC, WVHC, and Sierra Club due to those organizations' lack of standing. Because the Court......
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    ...assertion of rights it believes it has, even if that belief is mistaken." U.S. Enercorp, Ltd. v. SDC Montana Bakken Exploration, LLC, 966 F.Supp.2d 690, 705 (W.D. Tex. 2013), citing Prudential Ins. Co. of Am. v. Fin. Review Servs., Inc., 29 S.W.3d 74, 77–78 (Tex. 2000).Under New York law, "......
  • Law Offices of Ernesto Martinez, Jr., PLLC v. Hellmich Law Grp., PC, CIVIL NO. SA-14-CA-769-OLG
    • United States
    • United States District Courts. 5th Circuit. Western District of Texas
    • July 8, 2015
    ...party moving to dismiss a claim bears the burden to establish its motion. See U.S. Enercorp, Ltd. v. SDC Montana Bakken Explor., LLC, 966 F.Supp.2d 690, 707 (W.D.Tex. 2013) (J. Ezra) (identifying litigation privilege as affirmative defense and denying motion to dismiss because complaint "d[......
  • Request a trial to view additional results
15 cases
  • BHL Boresight, Inc. v. Geo-Steering Solutions, Inc., CIVIL ACTION NO. 4:15-CV-00627
    • United States
    • U.S. District Court — Southern District of Texas
    • March 29, 2016
    ...the alleged interference with an existing contract be "willful and intentional."U.S. Enercorp, Ltd. v. SDC Montana Bakken Expl., LLC, 966 F. Supp. 2d 690, 705 (W.D. Tex. 2013) (collecting cases). Here, GSSI alleges that it had an existing service agreement with Statoil and "[t]hrough the as......
  • Ohio Valley Envtl. Coal., Inc. v. Marfork Coal Co., Civil Action No. 5:12–1464.
    • United States
    • United States District Courts. 4th Circuit. Southern District of West Virginia
    • August 22, 2013
    ...provided by federal and state law do not provide Marfork protection from enforcement action if this permit condition is violated. [966 F.Supp.2d 690] The Court GRANTS in part Marfork's motion against OVEC, WVHC, and Sierra Club due to those organizations' lack of standing. Because the Court......
  • Bar Grp., LLC v. Bus. Intelligence Advisors, Inc., CIVIL ACTION H–16–0428
    • United States
    • United States District Courts. 5th Circuit. United States District Courts. 5th Circuit. Southern District of Texas
    • February 22, 2017
    ...assertion of rights it believes it has, even if that belief is mistaken." U.S. Enercorp, Ltd. v. SDC Montana Bakken Exploration, LLC, 966 F.Supp.2d 690, 705 (W.D. Tex. 2013), citing Prudential Ins. Co. of Am. v. Fin. Review Servs., Inc., 29 S.W.3d 74, 77–78 (Tex. 2000).Under New York law, "......
  • Law Offices of Ernesto Martinez, Jr., PLLC v. Hellmich Law Grp., PC, CIVIL NO. SA-14-CA-769-OLG
    • United States
    • United States District Courts. 5th Circuit. Western District of Texas
    • July 8, 2015
    ...party moving to dismiss a claim bears the burden to establish its motion. See U.S. Enercorp, Ltd. v. SDC Montana Bakken Explor., LLC, 966 F.Supp.2d 690, 707 (W.D.Tex. 2013) (J. Ezra) (identifying litigation privilege as affirmative defense and denying motion to dismiss because complaint "d[......
  • Request a trial to view additional results

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