The decision by the U.S. District Court for the Southern District of Ohio. EQT had leased land from Alex Cooper, et al with an initial five-year term. The lease provided for a five-year extension. It also required EQT to drill at least one well on/under the property during the first five-year lease. EQT failed to drill a well in the first term but instead elected to extend the lease for an additional five years. The federal judge found that EQT has the right to extend the lease even if they didn't drill a well during the first term.
A court case in which a landowner in Ohio sued to cancel a lease because the driller and the company that owns the lease have not paid any royalties since drilling. The Fifth Appellate District Court of Ohio found that because a specific provision in the original lease does not provide for cancellation due to non-payment of royalties, the landowners will have to continue to get screwed.
FLSA Litigation - Federal Court - MDFL Tampa - Fee Entitlement & MootnessPollard PLLC
Lawyers in FLSA cases and particularly on the defense side should view this as a cautionary tale: Tendering a check for the wages at issue does not moot the plaintiff's claim. FLSA claims are live until there is a judgment or a settlement approved by the court. And plaintiffs DO get their fees for litigating over the issue of attorneys' fees.
Simply put: A legitimate FLSA case, a skilled attorney on the plaintiff side, and defense counsel who do not understand the applicable legal framework make for disastrous results.
Motion before the Federal Court;
Bill of Costs as award of the Federal Court of Canada to the Right Honorable Major Keyvan Nourhaghighi who won a case against three Crown lawyer
File T-1020-07
A court case in which a landowner in Ohio sued to cancel a lease because the driller and the company that owns the lease have not paid any royalties since drilling. The Fifth Appellate District Court of Ohio found that because a specific provision in the original lease does not provide for cancellation due to non-payment of royalties, the landowners will have to continue to get screwed.
FLSA Litigation - Federal Court - MDFL Tampa - Fee Entitlement & MootnessPollard PLLC
Lawyers in FLSA cases and particularly on the defense side should view this as a cautionary tale: Tendering a check for the wages at issue does not moot the plaintiff's claim. FLSA claims are live until there is a judgment or a settlement approved by the court. And plaintiffs DO get their fees for litigating over the issue of attorneys' fees.
Simply put: A legitimate FLSA case, a skilled attorney on the plaintiff side, and defense counsel who do not understand the applicable legal framework make for disastrous results.
Motion before the Federal Court;
Bill of Costs as award of the Federal Court of Canada to the Right Honorable Major Keyvan Nourhaghighi who won a case against three Crown lawyer
File T-1020-07
Loughman v EQT - Decision Rejecting Landowner Request to Sever Production Lea...Marcellus Drilling News
A case in which a Greene County, PA landowner requested the court sever production rights under a lease from storage right. The landowners say EQT never produced oil/gas from the property, and lack of production cancels that portion of the lease. PA Superior Court said no, the two are together in the same lease and one OR the other is enough to keep the lease enforceable.
The official motion filed with the New York State Court of Appeals, NY's highest court, to hear the case of Norse Energy v Town of Dryden over the town's vote to ban all fracking and drilling throughout the township.
Contrary to respondents’ argument, CAFA’s “100 or more persons” phrase does not encompass unnamed persons who are real parties in interest to claims brought by named plaintiffs. Congress knew how to draft language to that effect when it intended such a meaning, see, e.g., §§1332(d)(5)(B), 1332(d)(1)(D). That it did not do so in the mass action provision indicates that Congress did not want the provision’s numerosity requirement to be satisfied by counting unnamed individuals who possess an interest in the suit
Sample meet and confer declaration for motion for judgment on the pleadings i...LegalDocsPro
This sample meet and confer declaration for a motion for judgment on the pleadings in California is filed pursuant to the new meet and confer requirement found in Code of Civil Procedure section 439(a). This declaration can be used to demonstrate compliance with the new meet and confer requirement before filing a motion for judgment on the pleadings in California that just became effective on January 1, 2018. The sample is 5 pages and includes brief instructions, sample wording and a proof of service by mail. The author is an entrepreneur and retired litigation paralegal that worked in California and Federal litigation from January 1995 through September 2017 and has created over 300 sample legal documents for sale. Note that the author is NOT an attorney and no guarantee or warranty is provided.
Sample motion for consolidation in unlawful detainer (eviction) in California LegalDocsPro
This sample motion for consolidation in an unlawful detainer (eviction) in California is filed pursuant to Code of Civil Procedure sections 1048(a) and 1177 and is used by a defendant in an eviction proceeding who wants to request consolidation of the eviction case with another case involving title to the real property such as a fraud or quiet title action on the grounds that the two cases are related and that determination of complex title issues should not be decided in a summary proceeding as that would unfairly prejudice the defendant. The sample is designed to be used by a defendant in an eviction after a foreclosure but can also be easily modified for use in situations such as where the defendant in the eviction case is asserting an interest in the real property. The sample on which this preview is based is 27 pages and includes brief instructions, a table of contents and table of authorities, memorandum of points and authorities with citations to case law and statutory authority, sample declaration, proof of service and proposed order granting motion for consolidation. The author is a freelance paralegal who has worked in California and Federal litigation since 1995 and has created over 250 sample legal documents for sale.
Loughman v EQT - Decision Rejecting Landowner Request to Sever Production Lea...Marcellus Drilling News
A case in which a Greene County, PA landowner requested the court sever production rights under a lease from storage right. The landowners say EQT never produced oil/gas from the property, and lack of production cancels that portion of the lease. PA Superior Court said no, the two are together in the same lease and one OR the other is enough to keep the lease enforceable.
The official motion filed with the New York State Court of Appeals, NY's highest court, to hear the case of Norse Energy v Town of Dryden over the town's vote to ban all fracking and drilling throughout the township.
Contrary to respondents’ argument, CAFA’s “100 or more persons” phrase does not encompass unnamed persons who are real parties in interest to claims brought by named plaintiffs. Congress knew how to draft language to that effect when it intended such a meaning, see, e.g., §§1332(d)(5)(B), 1332(d)(1)(D). That it did not do so in the mass action provision indicates that Congress did not want the provision’s numerosity requirement to be satisfied by counting unnamed individuals who possess an interest in the suit
Sample meet and confer declaration for motion for judgment on the pleadings i...LegalDocsPro
This sample meet and confer declaration for a motion for judgment on the pleadings in California is filed pursuant to the new meet and confer requirement found in Code of Civil Procedure section 439(a). This declaration can be used to demonstrate compliance with the new meet and confer requirement before filing a motion for judgment on the pleadings in California that just became effective on January 1, 2018. The sample is 5 pages and includes brief instructions, sample wording and a proof of service by mail. The author is an entrepreneur and retired litigation paralegal that worked in California and Federal litigation from January 1995 through September 2017 and has created over 300 sample legal documents for sale. Note that the author is NOT an attorney and no guarantee or warranty is provided.
Sample motion for consolidation in unlawful detainer (eviction) in California LegalDocsPro
This sample motion for consolidation in an unlawful detainer (eviction) in California is filed pursuant to Code of Civil Procedure sections 1048(a) and 1177 and is used by a defendant in an eviction proceeding who wants to request consolidation of the eviction case with another case involving title to the real property such as a fraud or quiet title action on the grounds that the two cases are related and that determination of complex title issues should not be decided in a summary proceeding as that would unfairly prejudice the defendant. The sample is designed to be used by a defendant in an eviction after a foreclosure but can also be easily modified for use in situations such as where the defendant in the eviction case is asserting an interest in the real property. The sample on which this preview is based is 27 pages and includes brief instructions, a table of contents and table of authorities, memorandum of points and authorities with citations to case law and statutory authority, sample declaration, proof of service and proposed order granting motion for consolidation. The author is a freelance paralegal who has worked in California and Federal litigation since 1995 and has created over 250 sample legal documents for sale.
Federal Judge Rules Against Small Haulers in Waste Management DisputeThis Is Reno
Reno's small waste haulers were dealt a blow this week in their ongoing dispute against the City of Reno and Waste Management. Green Solutions Recycling filed suit against the city and Reno Disposal (Waste Management) over the city's enforcement of its franchise agreement with Waste Management.
Arbitration law update, Darren-Chaker, written by leading law firm, citing case law, statute and other legal resources about recent arbitration developments.
The Impact of the PSLRA on Post-Discovery Amendment of PleadingsWendy Couture
This presentation, delivered on October 16, 2015 at the Annual Institute for Investor Protection, argues that the PSLRA discovery stay should not inhibit the post-discovery amendment of pleadings.
California Discovery Law: Why Requests for Production of Documents may not be...Scott A McMillan
Under California Discovery Law, requests for production of documents and special interrogatories serve separate purposes. It is improper to pose document requests in contention form.
Express working capital llc v Starving Students IncM P
Synopsis
Background: Buyer of corporation's future credit card receivables brought action against seller-corporation and its owner, alleging breach of contract, promissory estoppel, fraud, and fraudulent inducement. Defendants asserted usury defense and counterclaim. Parties cross-moved for summary judgment.
El BoNY consideró las "amenazas" europeas pero mostró fidelidad a su país y le pidieron a Griesa que aclare qué se debe hacer con el dinero argentino, retenido desde el 26 de junio.
Quarterly legislative action update: Marcellus and Utica shale region (4Q16)Marcellus Drilling News
A quarterly update from the legal beagles at global law firm Norton Rose Fulbright. A quarterly legislative action update for the second quarter of 2016 looking at previously laws acted upon, and new laws introduced, affecting the oil and gas industry in Pennsylvania, Ohio and West Virginia.
An update from Spectra Energy on their proposed $3 billion project to connect four existing pipeline systems to flow more Marcellus/Utica gas to New England. In short, Spectra has put the project on pause until mid-2017 while it attempts to get new customers signed.
A letter from Rover Pipeline to the Federal Energy Regulatory Commission requesting the agency issue the final certificate that will allow Rover to begin tree-clearing and construction of the 511-mile pipeline through Pennsylvania, West Virginia, Ohio and Michigan. If the certificate is delayed beyond the end of 2016, it will delay the project an extra year due to tree-clearing restrictions (to accommodate federally-protected bats).
DOE Order Granting Elba Island LNG Right to Export to Non-FTA CountriesMarcellus Drilling News
An order issued by the U.S. Dept. of Energy that allows the Elba Island LNG export facility to export LNG to countries with no free trade agreement with the U.S. Countries like Japan and India have no FTA with our country (i.e. friendly countries)--so this is good news indeed. Although the facility would have operated by sending LNG to FTA countries, this order opens the market much wider.
A study released in December 2016 by the London School of Economics, titled "On the Comparative Advantage of U.S. Manufacturing: Evidence from the Shale Gas Revolution." While America has enough shale gas to export plenty of it, exporting it is not as economic as exporting oil due to the elaborate processes to liquefy and regassify natural gas--therefore a lot of the gas stays right here at home, making the U.S. one of (if not the) cheapest places on the planet to establish manufacturing plants, especially for manufacturers that use natural gas and NGLs (natural gas liquids). Therefore, manufacturing, especially in the petrochemical sector, is ramping back up in the U.S. For every two jobs created by fracking, another one job is created in the manufacturing sector.
Letter From 24 States Asking Trump & Congress to Withdraw the Unlawful Clean ...Marcellus Drilling News
A letter from the attorneys general from 24 of the states opposed to the Obama Clean Power Plan to President-Elect Trump, RINO Senate Majority Leader Mitch McConnel and RINO House Speaker Paul Ryan. The letter asks Trump to dump the CPP on Day One when he takes office, and asks Congress to adopt legislation to prevent the EPA from such an egregious overreach ever again.
Report: New U.S. Power Costs: by County, with Environmental ExternalitiesMarcellus Drilling News
Natural gas and wind are the lowest-cost technology options for new electricity generation across much of the U.S. when cost, public health impacts and environmental effects are considered. So says this new research paper released by The University of Texas at Austin. Researchers assessed multiple generation technologies including coal, natural gas, solar, wind and nuclear. Their findings are depicted in a series of maps illustrating the cost of each generation technology on a county-by-county basis throughout the U.S.
Annual report issued by the U.S. Energy Information Administration showing oil and natural gas proved reserves, in this case for 2015. These reports are issued almost a year after the period for which they report. This report shows proved reserves for natural gas dropped by 64.5 trillion cubic feet (Tcf), or 16.6%. U.S. crude oil and lease condensate proved reserves also decreased--from 39.9 billion barrels to 35.2 billion barrels (down 11.8%) in 2015. Proved reserves are calculated on a number of factors, including price.
The monthly tabulation and prediction from the U.S. Energy Information Administration on production and activity in the largest 7 U.S. shale plays. All 7 shale plays will experience a decrease in natural gas production from the previous month due to low commodity prices.
Velocys is the manufacturer of gas-to-liquids (GTL) plants that convert natural gas (a hyrdocarbon) into other hydrocarbons, like diesel fuel, gasoline, and even waxes. This PowerPoint presentation lays out the Velocys plan to get the company growing. GTL plants have not (so far) taken off in the U.S. Velocys hopes to change that. They specialize in small GTL plants.
PA DEP Revised Permit for Natural Gas Compression Stations, Processing Plants...Marcellus Drilling News
In January 2016, Gov. Wolf announced the DEP would revise its current general permit (GP-5) to update the permitting requirements for sources at natural gas compression, processing, and transmission facilities. This is the revised GP-5.
PA DEP Permit for Unconventional NatGas Well Site Operations and Remote Piggi...Marcellus Drilling News
In January 2016, PA Gov. Wolf announced the Dept. of Environmental Protection would develop a general permit for sources at new or modified unconventional well sites and remote pigging stations (GP-5A). This is the proposed permit.
Onerous new regulations for the Pennsylvania Marcellus Shale industry proposed by the state Dept. of Environmental Protection. The new regs will, according to the DEP, help PA reduce so-called fugitive methane emissions and some types of air pollution (VOCs). This is liberal Gov. Tom Wolf's way of addressing mythical man-made global warming.
The monthly Short-Term Energy Outlook (STEO) from the U.S. Energy Information Administration for December 2016. This issue makes a couple of key points re natural gas: (1) EIA predicts that natural gas production in the U.S. for 2016 will see a healthy decline over 2015 levels--1.3 billion cubic feet per day (Bcf/d) less in 2016. That's the first annual production decline since 2005! (2) The EIA predicts the average price for natural gas at the benchmark Henry Hub will climb from $2.49/Mcf (thousand cubic feet) in 2016 to a whopping $3.27/Mcf in 2017. Why the jump? Growing domestic natural gas consumption, along with higher pipeline exports to Mexico and liquefied natural gas exports.
A sort of "year in review" for the gas industry in the northeast. If you could boil it all down, the word that appears prominently throughout is "delay" with respect to important natgas pipeline projects. From the Constitution, which should have already been built by now, to smaller projects, delays were the prominent trend for 2016.
The Pennsylvania Public Utility Commission responded to each point raised in a draft copy of the PA Auditor General's audit of how Act 13 impact fee money, raised from Marcellus Shale drillers, gets spent by local municipalities. The PUC says it's not their job to monitor how the money gets spent, only in how much is raised and distributed.
Pennsylvania Public Utility Commission Act 13/Impact Fees Audit by PA Auditor...Marcellus Drilling News
A biased look at how 60% of impact fees raised from PA's shale drilling are spent, by the anti-drilling PA Auditor General. He chose to ignore an audit of 40% of the impact fees, which go to Harrisburg and disappear into the black hole of Harrisburg spending. The Auditor General claims, without basis in fact, that up to 24% of the funds are spent on items not allowed under the Act 13 law.
The final report from the Pennsylvania Dept. of Environmental Protection that finds, after several years of testing, no elevated levels of radiation from acid mine drainage coming from the Clyde Mine, flowing into Ten Mile Creek. Radical anti-drillers tried to smear the Marcellus industry with false claims of illegal wastewater dumping into the mine, with further claims of elevated radiation levels in the creek. After years of testing, the DEP found those allegations to be false.
FERC Order Denying Stay of Kinder Morgan's Broad Run Expansion ProjectMarcellus Drilling News
Several anti-drillers filed an appeal of the Federal Energy Regulatory Commission's Certificate for the Kinder Morgan Broad Run Expansion Project, asking for a stay claiming a removal of 40 acres of forest for a compressor station would irreparably harm Mom Earth. FERC has ruled against the stay and told the antis Mom Earth will be just fine.
Future Of Fintech In India | Evolution Of Fintech In IndiaTheUnitedIndian
Navigating the Future of Fintech in India: Insights into how AI, blockchain, and digital payments are driving unprecedented growth in India's fintech industry, redefining financial services and accessibility.
‘वोटर्स विल मस्ट प्रीवेल’ (मतदाताओं को जीतना होगा) अभियान द्वारा जारी हेल्पलाइन नंबर, 4 जून को सुबह 7 बजे से दोपहर 12 बजे तक मतगणना प्रक्रिया में कहीं भी किसी भी तरह के उल्लंघन की रिपोर्ट करने के लिए खुला रहेगा।
01062024_First India Newspaper Jaipur.pdfFIRST INDIA
Find Latest India News and Breaking News these days from India on Politics, Business, Entertainment, Technology, Sports, Lifestyle and Coronavirus News in India and the world over that you can't miss. For real time update Visit our social media handle. Read First India NewsPaper in your morning replace. Visit First India.
CLICK:- https://firstindia.co.in/
#First_India_NewsPaper
27052024_First India Newspaper Jaipur.pdfFIRST INDIA
Find Latest India News and Breaking News these days from India on Politics, Business, Entertainment, Technology, Sports, Lifestyle and Coronavirus News in India and the world over that you can't miss. For real time update Visit our social media handle. Read First India NewsPaper in your morning replace. Visit First India.
CLICK:- https://firstindia.co.in/
#First_India_NewsPaper
03062024_First India Newspaper Jaipur.pdfFIRST INDIA
Find Latest India News and Breaking News these days from India on Politics, Business, Entertainment, Technology, Sports, Lifestyle and Coronavirus News in India and the world over that you can't miss. For real time update Visit our social media handle. Read First India NewsPaper in your morning replace. Visit First India.
CLICK:- https://firstindia.co.in/
#First_India_NewsPaper
role of women and girls in various terror groupssadiakorobi2
Women have three distinct types of involvement: direct involvement in terrorist acts; enabling of others to commit such acts; and facilitating the disengagement of others from violent or extremist groups.
31052024_First India Newspaper Jaipur.pdfFIRST INDIA
Find Latest India News and Breaking News these days from India on Politics, Business, Entertainment, Technology, Sports, Lifestyle and Coronavirus News in India and the world over that you can't miss. For real time update Visit our social media handle. Read First India NewsPaper in your morning replace. Visit First India.
CLICK:- https://firstindia.co.in/
#First_India_NewsPaper
Welcome to the new Mizzima Weekly !
Mizzima Media Group is pleased to announce the relaunch of Mizzima Weekly. Mizzima is dedicated to helping our readers and viewers keep up to date on the latest developments in Myanmar and related to Myanmar by offering analysis and insight into the subjects that matter. Our websites and our social media channels provide readers and viewers with up-to-the-minute and up-to-date news, which we don’t necessarily need to replicate in our Mizzima Weekly magazine. But where we see a gap is in providing more analysis, insight and in-depth coverage of Myanmar, that is of particular interest to a range of readers.
In a May 9, 2024 paper, Juri Opitz from the University of Zurich, along with Shira Wein and Nathan Schneider form Georgetown University, discussed the importance of linguistic expertise in natural language processing (NLP) in an era dominated by large language models (LLMs).
The authors explained that while machine translation (MT) previously relied heavily on linguists, the landscape has shifted. “Linguistics is no longer front and center in the way we build NLP systems,” they said. With the emergence of LLMs, which can generate fluent text without the need for specialized modules to handle grammar or semantic coherence, the need for linguistic expertise in NLP is being questioned.
ys jagan mohan reddy political career, Biography.pdfVoterMood
Yeduguri Sandinti Jagan Mohan Reddy, often referred to as Y.S. Jagan Mohan Reddy, is an Indian politician who currently serves as the Chief Minister of the state of Andhra Pradesh. He was born on December 21, 1972, in Pulivendula, Andhra Pradesh, to Yeduguri Sandinti Rajasekhara Reddy (popularly known as YSR), a former Chief Minister of Andhra Pradesh, and Y.S. Vijayamma.
हम आग्रह करते हैं कि जो भी सत्ता में आए, वह संविधान का पालन करे, उसकी रक्षा करे और उसे बनाए रखे।" प्रस्ताव में कुल तीन प्रमुख हस्तक्षेप और उनके तंत्र भी प्रस्तुत किए गए। पहला हस्तक्षेप स्वतंत्र मीडिया को प्रोत्साहित करके, वास्तविकता पर आधारित काउंटर नैरेटिव का निर्माण करके और सत्तारूढ़ सरकार द्वारा नियोजित मनोवैज्ञानिक हेरफेर की रणनीति का मुकाबला करके लोगों द्वारा निर्धारित कथा को बनाए रखना और उस पर कार्यकरना था।
Federal Court Decision in Alex Cooper v. EQT Production
1. 1
IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF OHIO
EASTERN DIVISION
ALEX COOPER, et al., :
:
Plaintiffs, : Case No. 2:14-CV-0545
:
v. : JUDGE ALGENON L. MARBLEY
:
EQT PRODUCTION COMPANY : Magistrate Judge Kemp
:
Defendants. :
OPINION
Before the Court are Plaintiffs’ Motion for Partial Summary Judgment as to Count One of
the Complaint (Doc. 16), and Defendant’s Motion for Summary Judgment as to all claims made
against it (Doc. 17). This case concerns a lease of oil and gas rights on real property. The issues
the Court must resolve are whether Defendant’s failure to commence a well on Plaintiffs’
property by October 6, 2013 constitutes material breach of said Lease, and whether there is
enough evidence to warrant submission to a jury that Defendant defrauded Plaintiff into
executing the Lease. For the reasons below, Defendant’s motion is GRANTED, and Plaintiffs’
motion is DENIED.
I. BACKGROUND
A. The Lease
On October 6, 2008, Plaintiff Alex Cooper, et al. (“Plaintiffs”) executed an oil and gas
lease with Defendant Equitable Production Company (“EQT.”) (Compl., Doc. 3, ¶5.) The Lease
contains a number of terms: the Lease grants EQT certain rights, including (among others) the
right to explore for, operate, produce, and market, oil and gas including their liquid or gaseous
2. 2
constituents; the right to store gas and to protect stored gas; and the right to complete and operate
injection wells for the disposal of produced fluids. (Cooper Lease, Doc. 16-2 at 1.) The Lease
gives EQT these rights for an initial primary term period of five years, from October 6, 2008 to
October 6, 2013. (Id. at 3.) It includes an option giving EQT the unilateral right to extend the
primary term for an additional five years by making an extension payment to Plaintiffs. (Id. at 4.)
EQT paid all rent for the lease up-front. (Id. at 3.) The Lease includes a waiver of EQT’s duty to
develop, allowing that it “may drill or not drill on the leased premises as it may elect, and the
consideration and rentals paid, and to be paid[,] constitute adequate compensation for such
privilege,” and that there “shall be no implied covenant to develop, produce, market, or drill one
or more wells within the primary term [or] any extension thereof” of the agreement. (Id.) It also
includes a surrender clause, giving EQT the right to surrender the Lease at any time by paying
$1.00 to Plaintiffs. (Id. at 4.)
Finally, and pertinently, the Lease obligates EQT “to commence a well on said premises
on or before the 6th of October, 2013.” (Id. at 3.)
B. Procedural History
On May 7, 2014, Plaintiffs filed a three-count Complaint in the Common Pleas Court of
Jefferson County, Ohio. (Doc. 3.) The first count alleges breach of contract. (Id. at 2.) Plaintiffs
allege that EQT promised, and failed, to commence a well on Plaintiffs’ property (or indeed
anywhere in the county) by October 6, 2013, and that this failure was both material and
fundamental to the purpose for which the lease was entered into and, thus, a breach of the
agreement. (Id., ¶¶11-15.) Plaintiffs further allege that as a direct and proximate cause of EQT’s
3. 3
failure to commence a well Plaintiffs have been materially damaged, through the loss of royalty
payments since at least October 6, 2013, in excess of $25,000.00.1
(Id., ¶¶16-17.)
The second count alleges fraud in the inducement. (Id. at 4.) Plaintiffs allege that EQT’s
express commitment to commence a well in the specified time was made falsely or with utter
disregard and recklessness as to its veracity, given that EQT knew Jefferson County lacked
supporting infrastructure for the type of drilling rights sought (namely deep horizontal drilling).
(Id., ¶¶21-22.) Plaintiffs further allege that EQT’s express commitment to commence a well was
made with the intent to mislead Plaintiffs to rely on it and to induce them to execute the
agreement. (Id., ¶23.) Plaintiffs allege that EQT’s promise to commence drilling the well on
Plaintiffs’ real property was material and fundamental to the transaction at-hand, noting that the
sole purpose of a landowner executing such a lease is to realize the production of oil and gas and
its resulting royalty income. (Id., ¶20.) Plaintiffs aver that they relied to their detriment on EQT’s
false promise to commence a well in the specified time, said injuries including lost royalty and
the burden of being forced into an additional five-year term. (Id., ¶25.) Plaintiffs demanded lost
royalty due to them along with punitive damages amounting to $3,000,000.00 (Id. at 6.)
The final count requests a declaratory judgment brought pursuant to Ohio Revised Code
§2721.03. (Id. at 5; ¶28.) Plaintiffs ask the court to find the arbitration and venue selection
provisions of the agreement both substantively and procedurally unconscionable, commercially
unreasonable, and unlawful under Ohio Revised Code § 4113.62. (Id., ¶27.) These provisions
purported to give EQT the sole discretion to settle any dispute concerning the agreement by
binding arbitration in the forum of Charleston, West Virginia. (Doc. 16-2 at 4.)
1
Although the Complaint alleged damages, the briefings show that Plaintiffs want specific
performance as a remedy, the appropriateness of which is discussed below.
4. 4
On June 9, 2014, EQT removed the case to this Court pursuant to 28 U.S.C. §1332.
(Notice of Removal, Doc. 2 at 1.) EQT’s acknowledgment of this Court’s jurisdiction renders the
Complaint’s third count moot.
On March 2, 2015, Plaintiffs and EQT filed cross-motions for summary judgment (Docs.
16 and 17, respectively.) Each side seeks summary judgment as to the first count, which is
breach of contract, and EQT seeks summary judgment as to the second count, which is fraud in
the inducement. (Id.)
The motions evince no material facts in dispute. It is undisputed that EQT has properly
extended the lease, extending its primary term through October 6, 2018. It is also undisputed that
EQT failed to commence a well on or before October 6, 2013. In dispute is whether that failure
breaches the agreement and, if so, what to do about it.
II. STANDARD OF REVIEW
Federal Rule of Civil Procedure 56 provides, in relevant part, that the Court "shall grant
summary judgment if the movant shows that there is no genuine dispute as to any material fact
and the movant is entitled to judgment as a matter of law.” A fact is deemed material only if it
“might affect the outcome of the lawsuit under the governing substantive law.” Wiley v. United
States, 20 F.3d 222, 224 (6th Cir. 1994) (citing Anderson v. Liberty Lobby, Inc., 477 U.S. 242,
247-48 (1986)).
The necessary inquiry for this Court is “whether ‘the evidence presents a sufficient
disagreement to require submission to a jury or whether it is so one-sided that one party must
prevail as a matter of law.’” Patton v. Bearden, 8 F.3d 343, 346 (6th Cir. 1993) (quoting
Anderson, 477 U.S. at 251-52). In evaluating such a motion, the evidence must be viewed in the
light most favorable to the nonmoving party. United States S.E.C. v. Sierra Brokerage Servs.,
5. 5
Inc., 712 F.3d 321, 327 (6th Cir. 2013). The court reviewing a summary judgment motion need
not search the record in an effort to establish the lack of genuinely disputed material facts.
Guarino v. Brookfield Township Trustees, 980 F.2d 399, 404 (6th Cir. 1992). Rather, the burden
is on the nonmoving party to present affirmative evidence to defeat a properly supported motion,
Street v. J.C. Bradford & Co., 886 F.2d 1472, 1477 (6th Cir.1989) (citation omitted), and to
designate specific facts that are in dispute. Anderson, 477 U.S. at 250 (citation omitted);
Guarino, 980 F.2d at 405.
To survive the motion, the nonmoving party must present “significant probative
evidence” to show that “there is [more than] some metaphysical doubt as to the material facts.”
Moore v. Philip Morris Cos., Inc., 8 F.3d 335, 340 (6th Cir. 1993). The mere existence of a
scintilla of evidence in support of the opposing party’s position is insufficient to survive the
motion; there must be evidence on which the jury could reasonably find for the opposing party.
See Anderson, 477 U.S. at 251 (citation omitted); Copeland v. Machulis, 57 F.3d 476, 479 (6th
Cir. 1995); see also Mitchell v. Toledo Hospital, 964 F.2d 577, 582 (6th Cir. 1992) (finding that
the suggestion of a mere possibility of a factual dispute is insufficient to defeat a motion for
summary judgment) (citing Gregg v. Allen-Bradley Co., 801 F.2d 859, 863 (6th Cir. 1986)).
III. ANALYSIS
A. Breach of Contract
1. Standard
Plaintiffs seek a judicial finding that the Lease, when read in its totality, required EQT to
commence a deep well on or before October 6, 2013, and that EQT’s failure to do so is a
material breach. (Doc. 16 at 5.) As a remedy, Plaintiffs petition the Court to order EQT to
commence a deep well as soon as possible. (Id. at 12-13.) EQT contends that the Lease requires
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it to commence a well by the end of the extended primary term, which is now October 6, 2018.
(Doc. 17 at 1.)
In interpreting a contract, the Court’s role is “to give effect to the intent of the
parties.” Sunoco, Inc. (R&M) v. Toledo Edison Co., 953 N.E.2d 285, 292 (Ohio 2011). To that
end, the Court will “examine the contract as a whole and presume that the intent of the parties is
reflected in the language of the contract.” Id. The Court will attempt to effectuate every
provision of the Lease, so "if one construction of a doubtful condition written in a contract would
make that condition meaningless, and it is possible to give it another construction that would
give it meaning and purpose," then the latter construction controls." Foster Wheeler
Enviresponse, Inc. v. Franklin Cty. Convention Facilities Auth., 678 N.E.2d 519, 526 (Ohio
1997) (citation omitted). The Court may examine extrinsic evidence to evince intent, but it may
do so “[o]nly when the language of a contract is unclear or ambiguous.” Shifrin v. Forest City
Enters., 597 N.E.2d 499, 501 (Ohio 1992). And such ambiguity exists “[o]nly when a definitive
meaning proves elusive.” State v. Porterfield, 829 N.E.2d 690, 692 (Ohio 2005).
2. Discussion
At issue is whether the Lease’s terms required EQT to commence a deep well on
Plaintiffs’ property on or before October 6, 2013, or before the end of the primary term, which
was initially October 6, 2013 but is now October 6, 2018. Both sides highlight provisions and
characteristics of the Lease to help the Court make that determination. Neither side suggests the
Court consider extrinsic evidence. The Court agrees. The Lease’s terms are unambiguous.
Plaintiffs argue that EQT’s choice of an “exact, unambiguous deadline of October 6,
2013” to commence a well is critically important, and that the Lease could have obligated
Defendant to commence a well “‘on or before the end of the primary term (or extended primary
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term).’” (Pl.'s Resp. in Opp. to Def.'s Mot. for Summ. J., Doc. 19 at 5, 7.) Indeed. Had the Lease
used that language, there would be no controversy. This merely creates the problem, though; it
does not solve it.
Plaintiffs also note that the phrases “commence a well” and “drill a well” have
independent meanings in the Lease. (Doc. 17 at 6.) On this there is no disagreement. It is
undisputed that neither "commencing" nor "drilling" has taken place, (Def.'s Reply in Opp. to
Pls.' Mot. for Summ. J., Doc. 20 at 5-6), and EQT does not contend that "commencing" and
"drilling" are in any way synonymous. Still, the difference between "commencing" and "drilling"
warrants discussion.
Ohio law defines "commencement" as "[a]ny act, the performance of which has a
tendency to produce the desired result." Henry v. Chesapeake Appalachia, 739 F.3d 909, 913
(6th Cir. 2014) (quoting Duffield v. Russell, 10 Ohio C.D. 472, 474 (Ohio Cir. Ct. 1899)). The
distinction between "commencing" and "drilling" is necessary to sustain Plaintiffs’ argument, but
it does not advance their case. The distinction is necessary for the survival of Plaintiffs’
argument because Plaintiffs admit that EQT is under no obligation to drill. (Doc. 19 at 6.)
Specifically, the Lease provides:
It is agreed that said Lessee may drill or not drill on the leased premises as it may
elect, and the consideration and rentals paid, and to be paid constitute adequate
compensation for such privilege. There shall be no implied covenant to develop,
produce, market, or drill one or more wells within the primary term, any extension
thereof, or the secondary term of this Agreement.
(Doc. 16-2 at 3.) Failing to distinguish between "commencing" and "drilling" would put
Plaintiffs in the position of arguing that the Lease obligates Defendant to do the same thing that
Defendant has no obligation to do, which is impossible.
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Even granting that distinction, however, Plaintiffs’ current position is also impossible.
Plaintiffs maintain that EQT was obligated to commence a deep well on or before October 6,
2013, and they demand that EQT commence that well as soon as possible by undertaking an
“honest and bona fide” physical act to that end. (Doc. 16 at 10-11.) This puts them in the position
of demanding that EQT make a good faith effort to commence a well it rightly has no intention
to develop, which is impossible. See, e.g., Henry, 739 F.3d at 913 (quoting Duffield, 10 Ohio
C.D. at 474) (finding commencement for activities “done honestly and bona fide, with the
intention of developing”).
In support of its position, EQT refers to the original up-front payment and points to
language in the Lease’s option to extend:
Prior to the expiration of the primary term hereof, Lessee…shall have the right
and option to extend the primary term hereof for an additional five (5) years by
making an extension payment to Lessee . . . equal to the per acre bonus amount
paid to Lessor upon execution of this lease.
(Doc. 16-2 at 4.) EQT was initially required to pay Plaintiffs an up-front, paid-up, one-time
rental payment to last through the primary term ending October 6, 2013. (Doc. 16-2 at 3.) EQT
tendered the same up-front rental payment timely to Plaintiffs by depositing in the mail (properly
stamped and addressed) two checks in the amount of $4,170.00 each, sent to Plaintiffs, for a total
payment of $8,340, properly exercising its option. (Doc. 20 at 2; Doc. 16-2 at 4.) EQT argues
that those rental payments serve as the alternative to development of the property, including
commencement of a well, noting that the rental payment was intended by the parties as
consideration for (among other things) the express waiver of EQT’s otherwise implied duty to
develop. (Doc. 20 at 2; Doc. 16-2 at 3.)
The Court agrees with this interpretation, and other cases bear it out. Hupp v. Beck
Energy, 20 N.E.3d 732 (Ct. App. Ohio 2014), e.g., is illustrative. In Hupp, the court was tasked
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with determining whether an oil and gas lease was a no-term perpetual lease and, thus, void as a
violation of public policy. 20 N.E.3d at748-49. There were two clauses at issue, the first
providing:
This lease shall continue in force and the rights granted hereunder be quietly
enjoyed by the Lessee for a term of ten years and so much longer thereafter as oil
and gas or their constituents are produced or are capable of being produced on the
premises in paying quantities
Id. at 749. The second:
This lease, however, shall become null and void and all rights of either party
hereunder shall cease and terminate unless, within 12 months from the date
hereof, a well shall be commenced on the premises, or unless the Lessee shall
thereafter pay a delay rental of ____ each year, payments to be made quarterly
until the commencement of a well. A well shall be deemed commenced when
preparations for drilling have commenced.
Id. The court ultimately determined that the lease did not violate public policy, Id. at 757. In
doing so it relied in no small part on the second clause above, the lease's delay rental clause,
stating flatly that "[t]he entire premise behind a delay rental clause is to delay drilling during the
primary term. Id. at 756 (emphasis added). See, e.g., Bohlen v. Anadarko E & P Onshore, LLC, 26
N.E.3d 1176, 1179 (Ct. App. Ohio 2014) ("Traditional oil and gas leases in Ohio contain a 'drill
or pay clause,' which is also known as a delay rental provision. This provision allows the lessee
to defer drilling a well during the primary term of an oil and gas lease by compensating the lessor
for the delay.") (quoting Ohio Real Estate Law at Section 47:9).
Ionno v. Glen-Gary Corp., 443 N.E.2d 504 (Ohio 1983) is not square with the instant
case but it is also instructive.2
It is instructive because it discusses the purpose and operation of
rental payments in oil and gas leases. The Ionno court had to determine whether an annual
advance payment credited against future royalties relieved the developer of its implied obligation
2
It is not square with the instant case because it concerns an alleged violation of an oil and
gas developer's implied duty to develop, which duty EQT has expressly waived.
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to develop the land reasonably. Ionno at 505. It ultimately determined that the rental payments
against future royalties did not relieve the developer of its duty to develop the land, but it
distinguished between those rental payments and what we have in the instant case, which is an
agreement that "exacts a non-refundable . . . payment of rent to the lessor as separate and
independent consideration for the lease." Id. at 507. EQT's rental payments made as
consideration for a waiver of its implied duty to develop is the sort of arrangement explained and
approved by the Ionno court, and it is the arrangement that this Court recognizes and likewise
approves.
Plaintiffs point out that the ultimate purpose of an oil and gas lease is the production of
oil or gas, and they express concern that EQT secured its rights to Plaintiffs’ property in mere
speculative fashion. (Doc. 19 at 6.) Although they stop short of explicitly arguing that EQT’s
reading of the Lease violates public policy, the Court finds the concern well taken, yet ultimately
unconvincing. Ohio’s policy is “to encourage oil and gas production when the extraction of those
resources can be accomplished without undue threat of harm to the health, safety, and welfare
of” its citizens. Newbury Twp. Bd. Of Trustees v. Lomak Petroleum (Ohio), Inc., 583 N.E.2d 302,
304 (Ohio 1992). To that end, long-term oil and gas leases that merely encumber property and
offer no development impede productivity and thus may be found to violate public policy. Ionno,
443 N.E.2d at 508. In Ionno, discussed above, the court hypothesized that an oil and gas lease
giving lessees the option to pay rent in perpetuity instead of developing the land would violate
public policy, id., but this Court is not concerned about that here, where the Lease’s primary term
is limited to October 6, 2018—hardly the perpetual encumbrance imagined in Ionno. Further,
Plaintiffs and EQT all benefitted from the rental payments tendered by EQT to Plaintiffs to
secure both the initial primary term and its extension; Plaintiffs received rental income and EQT
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purchased the right to develop the land or not during the Lease’s primary term as it deemed
appropriate. (Doc. 16-2 at 3.) The Court will not disturb that bargain, mindful of the fact that
“[t]he right to contract freely with the expectation that the contract shall endure according to its
terms is as fundamental to our society as the right to write and to speak without restraint.” Blount
v. Smith, 231 N.E.2d 301, 305 (Ohio 1967).
Plaintiffs note that there is a difference between options to extend and options to renew,
pointing out that options to extend simply “lengthen the existing agreement for a new period of
time.” Eastham v. Chesapeake Appalachia, L.L.C., 754 F.3d 356, 362 (6th Cir. 2014). This is
true yet irrelevant. It is undisputed that EQT has extended the Lease for a new period, and EQT
does not and need not rely on contract renewal to reach the current state of affairs, which is that
the Lease is valid, and the phrase “on or before October 6, 2013” means “on or before the end of
the primary term,” and thus, that there has been no breach by EQT in failing to commence a
well.
Even if there were breach, the appropriate remedy would not be for specific performance
as Plaintiffs request, and the Court would likely not order EQT to commence a well. Although
such a decree rests within the sound discretion of the Court, it is “not a matter of right, but of
grace, granted on equitable principles.” Green, Inc. v. Smith, 40 Ohio App.2d 30, 39 (Ct. App.
Ohio 1974) (citation omitted). As EQT notes in its Motion for Summary Judgment, the equitable
remedy for the failure of a lessee to develop oil and gas is usually forfeiture, i.e. cancellation of
the lease. See, e.g., Ionno, 443 N.E. 2d 504 (Ohio 1983) (discussing the appropriateness of
forfeiture when Lessor proves damages inadequate); Lake v. Ohio Fuel Gas Co., 207 N.E.2d
659, 663 (Ct. App. Ohio 1965) (noting that under Ohio law, "in the absence of conflict with an
express covenant in the lease, a court of equity may decree the cancellation of the lease as to the
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undrilled portion of the leased premises in lieu of specific performance") (citation omitted). If the
Court found EQT in breach it would likely find forfeiture to be the appropriate remedy. The
Court, however, finds no breach.
So as to Count One, Plaintiffs’ Motion for Summary Judgment is DENIED, and
Defendant’s Motion for Summary Judgment is GRANTED.
B. Fraud in the Inducement
Plaintiffs allege that EQT defrauded them into executing the Lease. (Doc. 3 at 4-5.)
According to Plaintiffs, EQT's express commitment to commence the well on Plaintiffs' property
on or before October 6, 2013 was made falsely, or with utter disregard and recklessness as to its
veracity, and the commitment was "material and fundamental to the transaction at hand under the
Lease." (Id., ¶¶19-20, 23.) Plaintiffs further allege that their reliance on that promise has caused
them injury. (Id., ¶25.)
Under Ohio law, "[w]here a contract has been procured by fraud," the defrauded party
has the choice to "have the contract set aside" and be restored to her original position3
or to "sue
for damages caused by the fraud of the guilty party." Cross v. Ledford, 120 N.E.2d 118, 122
(Ohio 1954). The elements to be proved are: (1) an actual or implied representation of material
fact; (2) that is false and; (3) made by one party with knowledge of its falsity to the other party;
(4) with the intent to mislead the other party and; (5) upon which the other party rightfully relies.
Id. The complaining party must prove each one of these elements with evidence that is "clear and
convincing." Id.; First Discount Corp. v. Daken, 60 N.E.2d 711, 714 (Ct. App. Ohio 1944).
As Plaintiffs readily admit, finding that the Lease imposed no obligation on EQT to
commence a well on Plaintiffs’ property on or before October 6, 2013 is fatal to their claim of
3
Which provides even more support for the Court's likely decision to award forfeiture of
the Lease if it found breach instead of Plaintiffs' request for specific performance (discussed
supra.)
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Fraud in the Inducement on the part of EQT. (Doc. 19 at 12.) If there were no obligation for EQT
to commence a well by that date, then there was no false representation. Without false
representation, the claim must fail. See First Discount Corp., 60 N.E.2d at 714. The Court
finds no such obligation. The Lease, when read in its totality, requires EQT to commence a well
on or before the end of the Lease's primary term, not on or before October 6, 2013. As such,
there was no false representation made by EQT, and its Motion for Summary Judgment as to the
the Count of Fraud in the Inducement is GRANTED.
ORDER
Plaintiffs’ Motion for Summary Judgment is DENIED and Defendant’s Motion for
Summary Judgment is GRANTED. Count Three of the Complaint is MOOT. This case is
DISMISSED.
IT IS SO ORDERED.
s/Algenon L. Marbley_________
ALGENON L. MARBLEY
UNITED STATES DISTRICT JUDGE
DATE: December 18, 2015