Williams Gas Processing-Wamsutter Company v. Union Pacific Resources Co.
Citation | Williams Gas Processing-Wamsutter Company v. Union Pacific Resources Co., 25 P.3d 1064, 2001 WY 57 (Wyo. 2001) |
Decision Date | 20 June 2001 |
Citation | 2001 WY 57,25 P.3d 1064 |
Docket Number | No. 00-40.,00-40. |
Parties | WILLIAMS GAS PROCESSING—WAMSUTTER COMPANY, and Williams Gas Processing Company, Appellants (Plaintiffs), v. UNION PACIFIC RESOURCES COMPANY, Union Pacific Fuels, Inc., and Fuels Acquisition Company, Appellees (Defendants). |
Court | Wyoming Supreme Court |
Representing Appellant: Ford T. Bussart of Bussart, West, Rossetti, Piaia & Tyler, P.C., Rock Springs, WY; and John D. Ray and Robert Palmer Rees of Fabian & Clendenin of Salt Lake City, UT. Argument by Mr. Rees.
Representing Appellee: Paul J. Hickey of Hickey, Mackey, Evans & Walker, Cheyenne, WY; John B. Thomas of Hicks, Thomas & Lilienstern, Houston, TX; Jerome T. Wolf and Jan P. Helder Jr. of Sonnenschein, Nath & Rosenthal, Kansas City, MO; and Thomas F. Reese and Morris R. Massey of Brown, Drew & Massey, LLP, Casper, WY. Argument by Mr. Hickey.
Before LEHMAN, C.J., and GOLDEN, HILL, JJ.; and DAN SPANGLER, D.J. (Retired).
[¶ 1] In this appeal, we review Appellants', Williams Gas Processing—Wamsutter Division (a Delaware corporation) and Williams Gas Processing Company (a Delaware corporation) (hereafter collectively "Williams"), challenge to an order of the district court that denied a motion for partial summary judgment in favor of Williams. The district court instead granted a motion for summary judgment in favor of Appellees, Union Pacific Resources Company (a Delaware corporation) (hereafter "UPRC" or "UPR"), Union Pacific Fuels, Inc. (a Delaware corporation) (hereafter "UPF1"), and Fuels Acquisition Company (a Delaware corporation) (hereafter "FAC"), and Williams also challenges that decision on a variety of grounds. According to Williams, UPRC structured its transfer of a gas processing plant and gathering system (hereafter "Echo System") to Duke Energy Field Services, Inc. (hereafter "DEFS" or "Duke") in such a manner as to violate the preferential purchase rights afforded Williams under the agreements between Williams and UPRC. Williams contends that the district court's resolution of this case is contrary to its unambiguous contractual rights and applicable law. In other arguments, Williams contends that there are genuine issues of material fact which must be resolved by a jury, and that the district court abused its discretion in disallowing discovery requested by Williams.
[¶ 2] We will reverse and remand for further proceedings consistent with this opinion.
[¶ 3] Williams provides this statement of the issues for review:
Appellees propose these as the issues:
In its reply brief, Williams articulates these additional issues:
[¶ 4] On August 27, 1993, Williams and UPRC entered into two agreements. The first was entitled Echo Springs Gas Processing Plant Construction, Ownership and Operation Agreement, and the second was entitled Wamsutter Gas Gathering System Construction, Ownership and Operation Agreement. For purposes of this appeal the terms of both contracts are identical, and the provisions of those contracts, which are set out below, apply equally to both. In those contracts, Williams and UPRC agreed to build a gas processing plant and a gas gathering system, with Williams owning 66% of the property and UPRC owning 34%2 of the property. Williams was designated as the operator under both contracts. In 1998, UPRC decided to sell3 its interests under those contracts, and the process by which that transfer to Duke was achieved created the controversy that must be resolved in this appeal. Of central importance to this appeal are these provisions of the Echo System agreements:
IX. SALE OF PLANT [SYSTEM] INTEREST
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