On February 08, 2016 a
Motion-Secondary
was filed
involving a dispute between
Tro-X, L.P.,
and
Ayers, Warren T,
Bolin, Patrick Sterling,
Bolin, Patric Sterling,
Cog Operating, Llc,
Eagle Leasing And Investment Corp,
Eagle Oil & Gas Co,
Sterling Mi-Ro Partners, L.P.,
for CNTR CNSMR COM DEBT
in the District Court of Dallas County.
Preview
CAUSE NO. DC-l6-01439
TRO-X, L.P., § IN THE DISTRICT COURT
Plaintiff, g
v. g 116TH JUDICIAL DISTRICT
EAGLE OIL & GAS CO., g
Defendant. g DALLAS COUNTY, TEXAS
ORDER GRANTING TRO-X, L.P.’S OBJECTIONS TO SUMMARY JUDGMENT
EVIDENCE OFFERED IN SUPPORT OF DEFENDANT’S MOTION FOR PARTIAL
TRADITIONAL SUMMARY JUDGMENT ON TRO-X’S FIDUCIARY DUTY CLAIM
On this day, came on to be heard, Plaintiff’s TRO-X, L.P. (“TRO-X” or “Plaintiff’)
objections to summary judgment evidence offered in support of Defendant Eagle Oil & Gas Co.’s
(“Eagle” or “Defendant”) Motion for Partial Traditional Summary Judgment on TRO-X’s
Fiduciary Duty Claim (the “Motion”). Having considered the pleadings on file, the Objections,
the response, if any, the evidence on file, and the arguments of counsel, the Court is of the opinion
that Plaintiff TRO-X, L.P.’s be should be granted or denied as indicated below:
1T Objected to Text Grounds for Objection Ruling
6 “The New Prospects Agreement l. Conclusory. Sustained:
was a geographical expansion of 2. Legal interpretation of the
the South Haley Agreement.” contract is a question of law for OVerruled‘
the court.
ll “The New Prospects Agreement 1. Conclusory. Sustained:
was an arms-length written
OVemlleCt
agreement negotiated between
businesspersons intimately
familiar with oil and gas deals,
title, acquisitions and divestitures,
and operations.”
12 “I am not aware of any provision l. Conclusory. Sustained:
in the New Prospects Agreement 2. Legal interpretation of the
contract is a question of law for OVemlledi
imposing a fiduciary duty or trust
relationship on Eagle. Indeed, no the court.
provision in the New Prospects
Agreement imposes any fiduciary
ORDER GRANTING TRO-X, L.P.’S OBJECTIONS TO SUMMARY JUDGMENT EVIDENCE OFFERED
IN SUPPORT OF DEFENDAN’S TRADITIONAL MOTION FOR PARTIAL SUMMARY JUDGMENT ON
FIDUCIARY DUTY — Page 1
1T Objected to Text Grounds for Objection Ruling
duty or trust relationship on
Eagle.”
12 “Nor am I aware of any provision 1. Conclusory. Sustained:
in the New Prospects Agreement 2. Legal interpretation of the
that requires Eagle to hold contract is a question of law for OVemlled:
interests in property for the benefit the court.
of TRO-X or to assume the duties
of a trustee. Indeed, the New
Prospects Agreement does not
contain such provision.”
12 “Eagle never had an intent to 1. Conclusory. Sustained:
create or enter into a fiduciary 2. Legal interpretation of the
overruled:
relationship with TRO-X or to contract is a question of law for
create or enter into a trust related the court.
to the interests acquired under the 3. Violation of parol evidence rule
New Prospects Agreement. Eagle because no party has argued
never expressed an intent to TRO- contract is ambiguous.
X to create or enter into a fiduciary
relationship with TRO-X or to
assume the duties of a trustee.
And Eagle has never served as
TRO-X’s agent or trustee. Had
Eagle and TRO-X intended, as
part of their negotiations and
course of dealing, for Eagle to
hold interests in trust or otherwise
for TRO-X’s benefit, they could
have so contracted including
through the New Prospects
Agreement. They did not.”
13 “Section II.D of the New 1. Conclusory. Sustained:
Prospects Agreement, titled 2. Legal interpretation of the
“Distribution of Non-Cash Sale contract is a question of law for overruled:
Proceeds,” governed distribution the court.
of non-cash sale proceeds received
in the sale of oil and gas
leaseholder interests.”
13 “Section II.D defined non-cash 1. Conclusory. Sustained:
sale proceeds to consist of real 2. Legal interpretation of the
contract is a question of law for Overruled:
property interests received from
such a sale, including “back-in the court.
working interests, carried working 3. Violation of parol evidence rule
interest, [and] overriding royal[y]” because no party has argued
interests.” contract is ambiguous.
ORDER GRANTING TRO-X, L.P.’S OBJECTIONS TO SUMMARY JUDGMENT EVIDENCE OFFERED
IN SUPPORT OF DEFENDAN’S TRADITIONAL MOTION FOR PARTIAL SUMMARY JUDGMENT ON
FIDUCIARY DUTY — Page 2
Objected to Text Grounds for Objection Ruling
4. Wrong. The Section does not
define non-cash sale proceeds, it
merely provides examples of such.
13 “I am not aware of any provision 1. Conclusory. Sustained:
in the New Prospects 2. Legal interpretation of the
contract is a question of law for Overruled:
Agreementiincluding Section
II.D—that required Eagle to hold the court.
non-cash sale proceeds (or any oil 3. Violation of parol evidence rule
and gas leasehold interests because no party has argued
acquired under the Agreement) for contract is ambiguous.
TRO-X’s benefit.” 4. Wrong. Section ILB. requires
all working interests not retained
by Eagle or TRO-X under Section
ILA. to be sold and requires Eagle
to use its best efforts to ensure that
the sale proceeds of the New
Prospects will “provide non-cash
proceeds comprised of one or
more back-in working interests,
carried working interests or
overriding royalties” and Section
II.D. requires that all such non-
cash proceeds received from a sale
“shall be shared by the Parties
according to their respective New
Prospect Promotion Shares.”
13 “Nor am I aware of any provision 1. Conclusory. Sustained:
in the New Prospects 2. Legal interpretation of the
contract is a question of law for Overruled:
Agreement—including Section
II.D—that required Eagle to the court.
transmit production proceeds or 3. Violation of parol evidence rule
future royalties stemming or because no party has argued
arising from non-cash sale contract is ambiguous.
proceeds (or any oil and gas 4. Wrong. Section II.B. requires
leasehold interests acquired under all working interests not retained
the Agreement) to TRO-X. This is by Eagle or TRO-X under Section
because, to my knowledge, no ILA. to be sold and requires Eagle
provision in the New Prospects to use its best efforts to ensure that
Agreement—including Section the sale proceeds of the New
II.D—so required.” Prospects will “provide non-cash
proceeds comprised of one or
more back-in working interests,
carried working interests or
overriding royalties” and Section
II.D. requires that all such non-
ORDER GRANTING TRO-X, L.P.’S OBJECTIONS TO SUMMARY JUDGMENT EVIDENCE OFFERED
IN SUPPORT OF DEFENDAN’S TRADITIONAL MOTION FOR PARTIAL SUMMARY JUDGMENT ON
FIDUCIARY DUTY — Page 3
11 Objected to Text Grounds for Objection Ruling
cash proceeds received from a sale
“shall be shared by the Parties
according to their respective New
Prospect Promotion Shares.”
36 “The New Prospects Agreement l. Conclusory. Sustained:
expired by no later than July 8, 2. Legal interpretation of the
2011. This expiration date is contract is a question of law for OVemlleCt
based upon the passage of six the court.
years from the July 8, 2005 3. Violation of parol evidence rule
Effective Date of the New because no party has argued
Prospects Agreement.” contract is ambiguous.
36 “Shortly after the New Prospects l. Irrelevant Sustained:
Agreement expired by its own
OvefluledI
terms, on Ju1y 20, 2011, TKO—X
sent a letter to Eagle stating that
‘severing ties between [TRO-X
and Eagle] benefits both parties’
and proposing that the parties
agree ‘that the AMI contained in
the South Haley Agreement and in
the New Prospects Agreement
[were] no longer in force and
effect as to both parties.”
Ex. Letter from counsel for TRO-X to l. Irrelevant Sustained:
A— counsel for Eagle (dated July ll,
15 201 1) Overruled:
As to those objections sustained by the Court, the Court will disregard the underlying
summary judgment evidence.
IT IS SO ORDERED.
Signed this day of , 2022.
Hon. Tonya Parker, Presiding Judge,
116th District Court, Dallas County, Texas
ORDER GRANTING TRO-X, L.P.’S OBJECTIONS TO SUMMARY JUDGMENT EVIDENCE OFFERED
IN SUPPORT OF DEFENDAN’S TRADITIONAL MOTION FOR PARTIAL SUMMARY JUDGMENT ON
FIDUCIARY DUTY — Page 4
Automated Certificate of eService
This automated certificate of service was created by the efiling system. The filer served this
document via email generated by the efiling system on the date and to the persons listed below.
The rules governing certificates of service have not changed. Filers must still provide a certificate
of service that complies with all applicable rules.
Christi Lillie on behalf of Leland de la Garza
Bar No. 5646600
clillie@hallettperrin.com
Envelope ID: 66565431
Status as of 7/22/2022 2:11 PM CST
Associated Case Party: TRO-X, L.P.
Name BarNumber Email TimestampSubmitted Status
William CIarkLea clarklea@yahoo.com 7/21/2022 7:31 :58 PM SENT
Sam Stennis sstennis@cbtd.com 7/21/2022 7:31:58 PM SENT
Wallace B.Jefferson wjefferson@adjtlaw.com 7/21/2022 7:31:58 PM SENT
Rachel A.Ekery rekery@adjtlaw.com 7/21/2022 7:31:58 PM SENT
Melanie Plowman mplowman@adjtlaw.com 7/21/2022 7:31:58 PM SENT
Robert B.Dubose rdubose@adjtlaw.com 7/21/2022 7:31:58 PM SENT
Leland C.de la Garza Idelagarza@hallettperrin.com 7/21/2022 7:31:58 PM SENT
Jesse Beck jbeck@hallettperrin.com 7/21/2022 7:31:58 PM SENT
Elizabeth AFitch efitch@hal|ettperrin.com 7/21/2022 7:31:58 PM SENT
Kelsey Kraner kkraner@hallettperrin.com 7/21/2022 7:31:58 PM SENT
Rosie Ramos rramos@cbtd.com 7/21/2022 7:31:58 PM SENT
Automated Certificate of eService
This automated certificate of service was created by the efiling system. The filer served this
document via email generated by the efiling system on the date and to the persons listed below.
The rules governing certificates of service have not changed. Filers must still provide a certificate
of service that complies with all applicable rules.
Christi Lillie on behalf of Leland de la Garza
Bar No. 5646600
clillie@hallettperrin.com
Envelope ID: 66565431
Status as of 7/22/2022 2:11 PM CST
Associated Case Party: EAGLE OIL & GAS CO
Name BarNumber Email TimestampSubmitted Status
David S.Coale dcoale@lynnllp.com 7/21/2022 7:31:58 PM SENT
Brett David Kutnick 796913 bkutnick@jw.com 7/21/2022 7:31:58 PM SENT
Stephen Russo srusso@lynnllp.com 7/21/2022 7:31:58 PM SENT
Jonathan R. Childers jchilders@lynnllp.com 7/21/2022 7:31:58 PM SENT
Kay Ridenour kridenour@lynnllp.com 7/21/2022 7:31:58 PM SENT
Michael K.Hurst mhurst@lynnllp.com 7/21/2022 7:31:58 PM SENT
Deborah G.Hankinson dhankinson@hankinsonlaw.com 7/21/2022 7:31:58 PM ERROR
Jennifer Stagen jstagen@hankinsonlaw.com 7/21/2022 7:31:58 PM ERROR
NATALIE STALLBOHM nstallbohm@lynnllp.com 7/21/2022 7:31:58 PM SENT
Marcia Jordan mjordan@lynnllp.com 7/21/2022 7:31:58 PM SENT
Gina Flores gflores@lynn||p.com 7/21/2022 7:31:58 PM SENT
Jamie R.Drillette jdrillette@lynnllp.com 7/21/2022 7:31:58 PM SENT
Automated Certificate of eService
This automated certificate of service was created by the efiling system. The filer served this
document via email generated by the efiling system on the date and to the persons listed below.
The rules governing certificates of service have not changed. Filers must still provide a certificate
of service that complies with all applicable rules.
Christi Lillie on behalf of Leland de la Garza
Bar No. 5646600
clillie@hallettperrin.com
Envelope ID: 66565431
Status as of 7/22/2022 2:11 PM CST
Case Contacts
Name BarNumber Email TimestampSubmitted Status
Shana O'Neal soneal@cbtd.com 7/21/2022 7:31 :58 PM SENT
Alisha Vance avance@hallettperrin.com 7/21/2022 7:31:58 PM SENT
Christi Lillie clil|ie@hallettperrin.com 7/21/2022 7:31:58 PM SENT
Preview
CAUSE NO. DC-l6-01439 TRO-X, L.P., § IN THE DISTRICT COURT Plaintiff, g v. g 116TH JUDICIAL DISTRICT EAGLE OIL & GAS CO., g Defendant. g DALLAS COUNTY, TEXAS ORDER GRANTING TRO-X, L.P.’S OBJECTIONS TO SUMMARY JUDGMENT EVIDENCE OFFERED IN SUPPORT OF DEFENDANT’S MOTION FOR PARTIAL TRADITIONAL SUMMARY JUDGMENT ON TRO-X’S FIDUCIARY DUTY CLAIM On this day, came on to be heard, Plaintiff’s TRO-X, L.P. (“TRO-X” or “Plaintiff’) objections to summary judgment evidence offered in support of Defendant Eagle Oil & Gas Co.’s (“Eagle” or “Defendant”) Motion for Partial Traditional Summary Judgment on TRO-X’s Fiduciary Duty Claim (the “Motion”). Having considered the pleadings on file, the Objections, the response, if any, the evidence on file, and the arguments of counsel, the Court is of the opinion that Plaintiff TRO-X, L.P.’s be should be granted or denied as indicated below: 1T Objected to Text Grounds for Objection Ruling 6 “The New Prospects Agreement l. Conclusory. Sustained: was a geographical expansion of 2. Legal interpretation of the the South Haley Agreement.” contract is a question of law for OVerruled‘ the court. ll “The New Prospects Agreement 1. Conclusory. Sustained: was an arms-length written OVemlleCt agreement negotiated between businesspersons intimately familiar with oil and gas deals, title, acquisitions and divestitures, and operations.” 12 “I am not aware of any provision l. Conclusory. Sustained: in the New Prospects Agreement 2. Legal interpretation of the contract is a question of law for OVemlledi imposing a fiduciary duty or trust relationship on Eagle. Indeed, no the court. provision in the New Prospects Agreement imposes any fiduciary ORDER GRANTING TRO-X, L.P.’S OBJECTIONS TO SUMMARY JUDGMENT EVIDENCE OFFERED IN SUPPORT OF DEFENDAN’S TRADITIONAL MOTION FOR PARTIAL SUMMARY JUDGMENT ON FIDUCIARY DUTY — Page 1 1T Objected to Text Grounds for Objection Ruling duty or trust relationship on Eagle.” 12 “Nor am I aware of any provision 1. Conclusory. Sustained: in the New Prospects Agreement 2. Legal interpretation of the that requires Eagle to hold contract is a question of law for OVemlled: interests in property for the benefit the court. of TRO-X or to assume the duties of a trustee. Indeed, the New Prospects Agreement does not contain such provision.” 12 “Eagle never had an intent to 1. Conclusory. Sustained: create or enter into a fiduciary 2. Legal interpretation of the overruled: relationship with TRO-X or to contract is a question of law for create or enter into a trust related the court. to the interests acquired under the 3. Violation of parol evidence rule New Prospects Agreement. Eagle because no party has argued never expressed an intent to TRO- contract is ambiguous. X to create or enter into a fiduciary relationship with TRO-X or to assume the duties of a trustee. And Eagle has never served as TRO-X’s agent or trustee. Had Eagle and TRO-X intended, as part of their negotiations and course of dealing, for Eagle to hold interests in trust or otherwise for TRO-X’s benefit, they could have so contracted including through the New Prospects Agreement. They did not.” 13 “Section II.D of the New 1. Conclusory. Sustained: Prospects Agreement, titled 2. Legal interpretation of the “Distribution of Non-Cash Sale contract is a question of law for overruled: Proceeds,” governed distribution the court. of non-cash sale proceeds received in the sale of oil and gas leaseholder interests.” 13 “Section II.D defined non-cash 1. Conclusory. Sustained: sale proceeds to consist of real 2. Legal interpretation of the contract is a question of law for Overruled: property interests received from such a sale, including “back-in the court. working interests, carried working 3. Violation of parol evidence rule interest, [and] overriding royal[y]” because no party has argued interests.” contract is ambiguous. ORDER GRANTING TRO-X, L.P.’S OBJECTIONS TO SUMMARY JUDGMENT EVIDENCE OFFERED IN SUPPORT OF DEFENDAN’S TRADITIONAL MOTION FOR PARTIAL SUMMARY JUDGMENT ON FIDUCIARY DUTY — Page 2 Objected to Text Grounds for Objection Ruling 4. Wrong. The Section does not define non-cash sale proceeds, it merely provides examples of such. 13 “I am not aware of any provision 1. Conclusory. Sustained: in the New Prospects 2. Legal interpretation of the contract is a question of law for Overruled: Agreementiincluding Section II.D—that required Eagle to hold the court. non-cash sale proceeds (or any oil 3. Violation of parol evidence rule and gas leasehold interests because no party has argued acquired under the Agreement) for contract is ambiguous. TRO-X’s benefit.” 4. Wrong. Section ILB. requires all working interests not retained by Eagle or TRO-X under Section ILA. to be sold and requires Eagle to use its best efforts to ensure that the sale proceeds of the New Prospects will “provide non-cash proceeds comprised of one or more back-in working interests, carried working interests or overriding royalties” and Section II.D. requires that all such non- cash proceeds received from a sale “shall be shared by the Parties according to their respective New Prospect Promotion Shares.” 13 “Nor am I aware of any provision 1. Conclusory. Sustained: in the New Prospects 2. Legal interpretation of the contract is a question of law for Overruled: Agreement—including Section II.D—that required Eagle to the court. transmit production proceeds or 3. Violation of parol evidence rule future royalties stemming or because no party has argued arising from non-cash sale contract is ambiguous. proceeds (or any oil and gas 4. Wrong. Section II.B. requires leasehold interests acquired under all working interests not retained the Agreement) to TRO-X. This is by Eagle or TRO-X under Section because, to my knowledge, no ILA. to be sold and requires Eagle provision in the New Prospects to use its best efforts to ensure that Agreement—including Section the sale proceeds of the New II.D—so required.” Prospects will “provide non-cash proceeds comprised of one or more back-in working interests, carried working interests or overriding royalties” and Section II.D. requires that all such non- ORDER GRANTING TRO-X, L.P.’S OBJECTIONS TO SUMMARY JUDGMENT EVIDENCE OFFERED IN SUPPORT OF DEFENDAN’S TRADITIONAL MOTION FOR PARTIAL SUMMARY JUDGMENT ON FIDUCIARY DUTY — Page 3 11 Objected to Text Grounds for Objection Ruling cash proceeds received from a sale “shall be shared by the Parties according to their respective New Prospect Promotion Shares.” 36 “The New Prospects Agreement l. Conclusory. Sustained: expired by no later than July 8, 2. Legal interpretation of the 2011. This expiration date is contract is a question of law for OVemlleCt based upon the passage of six the court. years from the July 8, 2005 3. Violation of parol evidence rule Effective Date of the New because no party has argued Prospects Agreement.” contract is ambiguous. 36 “Shortly after the New Prospects l. Irrelevant Sustained: Agreement expired by its own OvefluledI terms, on Ju1y 20, 2011, TKO—X sent a letter to Eagle stating that ‘severing ties between [TRO-X and Eagle] benefits both parties’ and proposing that the parties agree ‘that the AMI contained in the South Haley Agreement and in the New Prospects Agreement [were] no longer in force and effect as to both parties.” Ex. Letter from counsel for TRO-X to l. Irrelevant Sustained: A— counsel for Eagle (dated July ll, 15 201 1) Overruled: As to those objections sustained by the Court, the Court will disregard the underlying summary judgment evidence. IT IS SO ORDERED. Signed this day of , 2022. Hon. Tonya Parker, Presiding Judge, 116th District Court, Dallas County, Texas ORDER GRANTING TRO-X, L.P.’S OBJECTIONS TO SUMMARY JUDGMENT EVIDENCE OFFERED IN SUPPORT OF DEFENDAN’S TRADITIONAL MOTION FOR PARTIAL SUMMARY JUDGMENT ON FIDUCIARY DUTY — Page 4 Automated Certificate of eService This automated certificate of service was created by the efiling system. The filer served this document via email generated by the efiling system on the date and to the persons listed below. The rules governing certificates of service have not changed. Filers must still provide a certificate of service that complies with all applicable rules. Christi Lillie on behalf of Leland de la Garza Bar No. 5646600 clillie@hallettperrin.com Envelope ID: 66565431 Status as of 7/22/2022 2:11 PM CST Associated Case Party: TRO-X, L.P. Name BarNumber Email TimestampSubmitted Status William CIarkLea clarklea@yahoo.com 7/21/2022 7:31 :58 PM SENT Sam Stennis sstennis@cbtd.com 7/21/2022 7:31:58 PM SENT Wallace B.Jefferson wjefferson@adjtlaw.com 7/21/2022 7:31:58 PM SENT Rachel A.Ekery rekery@adjtlaw.com 7/21/2022 7:31:58 PM SENT Melanie Plowman mplowman@adjtlaw.com 7/21/2022 7:31:58 PM SENT Robert B.Dubose rdubose@adjtlaw.com 7/21/2022 7:31:58 PM SENT Leland C.de la Garza Idelagarza@hallettperrin.com 7/21/2022 7:31:58 PM SENT Jesse Beck jbeck@hallettperrin.com 7/21/2022 7:31:58 PM SENT Elizabeth AFitch efitch@hal|ettperrin.com 7/21/2022 7:31:58 PM SENT Kelsey Kraner kkraner@hallettperrin.com 7/21/2022 7:31:58 PM SENT Rosie Ramos rramos@cbtd.com 7/21/2022 7:31:58 PM SENT Automated Certificate of eService This automated certificate of service was created by the efiling system. The filer served this document via email generated by the efiling system on the date and to the persons listed below. The rules governing certificates of service have not changed. Filers must still provide a certificate of service that complies with all applicable rules. Christi Lillie on behalf of Leland de la Garza Bar No. 5646600 clillie@hallettperrin.com Envelope ID: 66565431 Status as of 7/22/2022 2:11 PM CST Associated Case Party: EAGLE OIL & GAS CO Name BarNumber Email TimestampSubmitted Status David S.Coale dcoale@lynnllp.com 7/21/2022 7:31:58 PM SENT Brett David Kutnick 796913 bkutnick@jw.com 7/21/2022 7:31:58 PM SENT Stephen Russo srusso@lynnllp.com 7/21/2022 7:31:58 PM SENT Jonathan R. Childers jchilders@lynnllp.com 7/21/2022 7:31:58 PM SENT Kay Ridenour kridenour@lynnllp.com 7/21/2022 7:31:58 PM SENT Michael K.Hurst mhurst@lynnllp.com 7/21/2022 7:31:58 PM SENT Deborah G.Hankinson dhankinson@hankinsonlaw.com 7/21/2022 7:31:58 PM ERROR Jennifer Stagen jstagen@hankinsonlaw.com 7/21/2022 7:31:58 PM ERROR NATALIE STALLBOHM nstallbohm@lynnllp.com 7/21/2022 7:31:58 PM SENT Marcia Jordan mjordan@lynnllp.com 7/21/2022 7:31:58 PM SENT Gina Flores gflores@lynn||p.com 7/21/2022 7:31:58 PM SENT Jamie R.Drillette jdrillette@lynnllp.com 7/21/2022 7:31:58 PM SENT Automated Certificate of eService This automated certificate of service was created by the efiling system. The filer served this document via email generated by the efiling system on the date and to the persons listed below. The rules governing certificates of service have not changed. Filers must still provide a certificate of service that complies with all applicable rules. Christi Lillie on behalf of Leland de la Garza Bar No. 5646600 clillie@hallettperrin.com Envelope ID: 66565431 Status as of 7/22/2022 2:11 PM CST Case Contacts Name BarNumber Email TimestampSubmitted Status Shana O'Neal soneal@cbtd.com 7/21/2022 7:31 :58 PM SENT Alisha Vance avance@hallettperrin.com 7/21/2022 7:31:58 PM SENT Christi Lillie clil|ie@hallettperrin.com 7/21/2022 7:31:58 PM SENT