La. Wetlands, LLC v. Energen Res. Corp.
| Decision Date | 04 October 2021 |
| Docket Number | NO. 2021 CA 0290,2021 CA 0290 |
| Citation | 330 So.3d 674 |
| Parties | LOUISIANA WETLANDS, LLC and New 90, LLC v. ENERGEN RESOURCES CORPORATION, Chevron USA, Inc., Southern Natural Gas Company, LLC, EP Energy E&P Company, LP, and Brammer Engineering, Inc. |
| Court | Court of Appeal of Louisiana — District of US |
Gladstone N. Jones, III, Bernard E. Boudreaux, Jr., Kevin E. Huddell, Emma E. Daschbach, John T. Arnold, Lindsay E. Reeves, New Orleans, Louisiana, James R. Swanson, Lance C. McCardle, E. Blair Schilling, New Orleans, Louisiana, Attorneys for Plaintiffs-Appellants, New 90, LLC and James J. Bailey, III, Individually and as Representative of the Successions of Willie Palfrey Foster and Fairfax Foster Bailey
Michael R. Phillips, Louis M. Grossman, Claire E. Juneau, Jeffrey J. Gelpi, New Orleans, Louisiana, L.Victor Gregoire, John C. Funderbunk, Baton Rouge, Louisiana, Attorneys for Defendant-Appellee, Chevron U.S.A., Inc.
David S. Landry, Andrew J. Brien, Russell L. Foster, Seth E. Bagwell, New Orleans, Louisiana, Attorneys for Defendant-Appellee, Energen Resources Corporation
John S. Troutman, George Arceneaux, III, Penny L. Malbrew, Jamie D. Rhymes, Lafayette, Louisiana, Kelly B. Becker, New Orleans, Louisiana, Attorneys for Defendant-Appellee, BP America Production Company
Richard D. McConnell, Jr., Baton Rouge, Louisiana, Tyler Moore Kostal, Chynna M. Anderson, New Orleans, Louisiana, Attorneys for Defendant-Appellee, Southern National Gas Company, L.L.C.
BEFORE: McDONALD, LANIER, AND WOLFE, JJ.
In this oil and gas contamination case, also known as a "legacy" lawsuit, the plaintiffs appeal the trial court's judgment granting the defendants’ motions for partial summary judgment based on the subsequent purchaser doctrine.1 For the following reasons, we affirm.
The plaintiffs in this case are New 90, LLC, and James J. Bailey, III ("Mr. Bailey"), individually and as the representative of the Successions of Willie Palfrey Foster and Fairfax Foster Bailey.2 The case involves the Bailey family property, a 300-acre tract of land known as the Shady Retreat Plantation, near the Town of Franklin in St. Mary Parish (hereafter referred to as "the property"). For more than a century, the property has always passed from generation to generation through successions. However, on January 22, 2009, Mr. Bailey, his sister, Virginia Bailey Noland, and his nephew, Prescott Foster Bailey, Jr., created a formal limited liability company, New 90, LLC, to manage the property they had succeeded to own. Mr. Bailey is the sole operating manager of New 90, LLC. On March 20, 2009, all of the property owners transferred their respective undivided interests in the property to New 90, LLC, in exchange for membership interests in New 90, LLC, and placement on the managing board of New 90, LLC. Thus, with the recording of the Act of Transfer in the conveyance records of St. Mary Parish, New 90, LLC, became the record owner of the property.
The Act of Transfer provides, in pertinent part, that the transferors desired that New 90, LLC, "own, operate, develop and manage" the property as fully described in an attachment to the Act. The Act of Transfer further provides that "in consideration of the premises, and for certain other good and valuable consideration" the transferors "GRANT, BARGAIN, SELL, TRANSFER AND CONVEY" to New 90, LLC, "all and singular the whole of all right, title, interest, and ownership" of the transferors. The Act of Transfer also states that the property be transferred to New 90, LLC, "with full and general warranty of title, and with full subrogation to all rights of warranty and all other rights as held therein by said vendor."
The plaintiffs allege that soil and groundwater testing conducted on the property in 2016, revealed contamination and environmental damage caused by historical oil and gas operations. It is undisputed that oil and gas exploration and production activities had been conducted on various areas of the property pursuant to a 1948 mineral lease entered into between Mr. Bailey's mother on her own behalf and Mr. Bailey's grandmother on behalf of the succession of W. Prescott Foster as lessors and Pan-American Production Company ("Pan-American") as lessee. Additionally, pursuant to partial assignments beginning in 1952, BP America Production Company ("BP"), Chevron U.S.A., Inc. ("Chevron"), and Southern Natural Gas Company, L.L.C. ("SNG"), were each successors to Pan-American's lessee interest in the 1948 lease. All wells that were drilled and operated under the 1948 lease, were eventually plugged and abandoned by 1973. However, Mr. Bailey's mother and his grandmother's succession entered into two mineral leases in 1975 with lessee, Camex, Inc., for additional hydrocarbon production on the property. Energen Resources Corporation ("Energen") is a successor to Camex's lessee interest in the 1975 leases. Energen and its predecessors’ interest in operations on the property terminated in July 2000, with the plugging and abandonment of the last two operating wells.
In December 2016, plaintiffs filed this lawsuit asserting claims in tort and contract, seeking to have the contaminated property cleaned and restored. The named defendants included all of the successor oil and gas operators who were mineral lessees upon the property at various times in the property's history. As the litigation progressed, the plaintiffs filed two motions for partial summary judgment, though the appellate record only contains one of those motions regarding the alleged solidary liability of Chevron, BP, and SNG, pursuant to a 1960 joint operating agreement between those operators’ predecessors. In June 2020, Chevron and SNG jointly filed a motion for partial summary judgment based on the subsequent purchaser doctrine, alleging that New 90, LLC, had no right to bring a claim for alleged property damage that occurred years before it acquired the property. Energen and BP filed substantively similar motions for partial summary judgment, and the plaintiffs opposed all of the motions in an omnibus opposition.
On June 30, 2020, the trial court conducted a hearing on all of the motions for partial summary judgment and ruled from the bench. The trial court denied both of the motions filed by the plaintiffs and granted the motions of Chevron, SNG, Energen, and BP (collectively, "the defendants"), dismissing all claims of New 90, LLC, based on the subsequent purchaser doctrine. The ruling did not affect Mr. Bailey's claims against the defendants. The trial court signed an amended judgment on November 2, 2020, with appropriate decretal language certifying the judgment as final and appealable.3 The plaintiffs appeal the amended judgment, seeking reversal of the partial summary judgment based on the subsequent purchaser doctrine.
The plaintiffs raise three assignments of error. First, they argue that the trial court erred in applying the subsequent purchaser doctrine to a non-sale transfer of property. Second, the plaintiffs maintain that the trial court erred in interpreting the language in the Act of Transfer of "all rights" as to not include a transfer of the personal right to sue for property damage. Third, the plaintiffs contend that the trial court erred in failing to rule on the plaintiffs’ alternative grounds that a genuine issue of material fact exists regarding whether New 90, LLC, is a third-party beneficiary to the 1975 mineral leases or the 1960 joint operating agreement between the defendants’ predecessors.
A motion for summary judgment is a procedural device used when there is no genuine issue of material fact for all or part of the relief prayed for by a litigant. Hester v. Walker , 2020-01278 (La. 5/13/21), 320 So.3d 362, 366. Appellate courts review summary judgments de novo , using the same criteria that govern the trial court's determination of whether summary judgment is appropriate; i.e., whether there is any genuine issue of material fact, and whether the movant is entitled to judgment as a matter of law. Id. Because it is the applicable substantive law that determines materiality, whether a particular fact in dispute is material can be seen only in light of the substantive law applicable to the case. Global Marketing Solutions, LLC v. Blue Mill Farms, Inc. , 2013-2132 (La. App. 1st Cir. 9/19/14), 153 So.3d 1209, 1214, writ denied, 2014-2572 (La. 4/23/15), 173 So.3d 1164. Since the trial court granted the defendants’ motions for partial summary judgment based on the subsequent purchaser doctrine, we will examine that doctrine to make our own determination on the issues presented.
The plaintiffs argue that the subsequent purchaser doctrine does not apply in this case, because the Act of Transfer was not an arm's-length "sale" of the property, but was a transfer from family members to their closely held LLC in exchange for membership in the LLC. The plaintiffs maintain that the transfer of property to New 90, LLC, included all of the rights associated with the property. The trial court ruled, however, that the Act of Transfer language was too broad to transfer the family members/owners’ personal rights to sue the defendants for property damage.
The subsequent purchaser doctrine and a comprehensive analysis of Louisiana property law was thoroughly explained by the Louisiana Supreme Court in Eagle Pipe and Supply, Inc. v. Amerada Hess Corp. , 2010-2267 (La. 10/25/11), 79 So.3d 246. The supreme court clarified that the subsequent purchaser rule is a jurisprudential rule providing that a property owner "has no right or actual interest in recovering from a third party for damage which was inflicted on the property before his purchase, in the absence of an assignment or subrogation of the rights belonging to the owner of the property when the damage was inflicted." Id. at 256-257. In Eagle Pipe , 79 So.3d at 281, the court found that the plaintiff landowner did not have a right of...
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