Case: 19-30145        Document: 00515272477          Page: 1     Date Filed: 01/15/2020




           IN THE UNITED STATES COURT OF APPEALS
                    FOR THE FIFTH CIRCUIT   United States Court of Appeals
                                                     Fifth Circuit

                                                                                  FILED
                                                                             January 15, 2020
                                        No. 19-30145
                                                                               Lyle W. Cayce
                                                                                    Clerk

BP EXPLORATION & PRODUCTION, INCORPORATED; BP AMERICA
PRODUCTION COMPANY; BP, P.L.C.,

               Requesting Parties - Appellants

v.

CLAIMANT ID 100319411,

               Objecting Party - Appellee


                    Appeal from the United States District Court
                       for the Eastern District of Louisiana
                               USDC No. 2:19-CV-88


Before HIGGINBOTHAM, STEWART, and ENGELHARDT, Circuit Judges.
PER CURIAM:*
       This appeal is one of many arising out of the Deepwater Horizon spill
and the ensuing Economic and Property Damages Class Action Settlement
Agreement (Settlement Agreement). 1 BP Exploration & Production, Inc., BP
America Production Co., and BP, P.L.C. (BP) appeal the district court’s denial
of discretionary review of the Settlement Program’s calculation of the business


       * Pursuant to 5TH CIR. R. 47.5, the court has determined that this opinion should not
be published and is not precedent except under the limited circumstances set forth in 5TH
CIR. R. 47.5.4.
       1 This court has previously detailed the facts of the oil spill and the intricacies of the
resulting settlement agreement. See In re Deepwater Horizon, 

(5th Cir. 2014);
In re Deepwater Horizon, 

(5th Cir. 2013).
     Case: 19-30145         Document: 00515272477           Page: 2     Date Filed: 01/15/2020



                                         No. 19-30145
economic loss awarded to Claimant, Mueller Copper Tube Company, Inc.
(Claimant). Because BP challenges the correctness of a discretionary
administrative decision in the facts of a single claimant’s case, we AFFIRM.
       Claimant 2 submitted a claim for business economic loss to the Deepwater
Horizon Court Supervised Settlement Program (CSSP). In order to ensure that
Claimant’s profit and loss statements (P&Ls) only reflected the activity of the
claiming facility, 3 the Settlement Program accountants compared Claimant’s
financial statements of the copper tube profit center (Divisional P&Ls) with its
gross sales general ledger statements (Transaction Level Sales Records), which
detailed all sales transactions for the copper tube profit center. This filtering
process resulted in new P&Ls that the Settlement Program used to calculate
Claimant’s award. Additionally, the record shows that the Settlement
Program’s accountants compared Claimant’s tax returns with its Divisional
P&Ls and sought clarification from Claimant via email and a conference call




       2 Claimant Mueller Copper Tube Company, Inc. is a wholly-owned subsidiary of
Mueller Industries, Inc. Claimant owns and operates a copper tube production facility in
Fulton, Mississippi. Claimant also operates a copper tube production facility in Wynne,
Arkansas, which is owned by Claimant’s affiliate, Mueller Copper Tube Products, Inc.
According to Claimant, “no other domestic subsidiary of Mueller Industries owned or
operated any other copper tube production facilities during the relevant period.”
       The claim at issue was for losses suffered by the Fulton facility and was limited to the
Fulton facility’s external sales. During the relevant period, Claimant was included in Mueller
Industries, Inc.’s Standard Products Division (SPD), one of three divisions that its parent
company used for internal management purposes. Mueller Industries, Inc. did not maintain
financial statements for individual facilities of the SPD businesses. Instead, it maintained
financials for “profit centers” reflecting the activities of each of its product lines, one of which
was copper tube.
       3 Claimant submitted the financial statements of the copper tube profit center

(Divisional P&Ls) to the Settlement Program, along with its parent company’s (Mueller
Industries, Inc.) federal tax returns. The financials for the copper tube profit center included
revenues and expenses for Claimant’s facility in Fulton, Mississippi, as well as the facility
operated in Wynne, Arkansas. Upon review of these financials and discovering that they
included revenues from multiple facilities, the Claims Administrator requested supplemental
documentation of the direct revenues for the claiming facility. In response, Claimant
submitted its gross sales general ledger statements.
                                                 2
    Case: 19-30145    Document: 00515272477     Page: 3    Date Filed: 01/15/2020



                                 No. 19-30145
regarding potential discrepancies. The CSSP’s Claims Administrator found
Claimant eligible for $29,701,243.19 in total compensation.
      BP appealed the award to the internal Appeal Panel, arguing, inter alia,
that the award was based on “inaccurate and inappropriate financial
documents,” citing to “substantial discrepancies” in Claimant’s tax returns as
evidence that the financials were unreliable. Claimant’s affidavit of the CFO
and Treasurer of Mueller Industries, Inc. explained that these discrepancies
stem from Claimant’s parent company’s transfer-pricing tax preparation
methodology. Upon its independent review, the Appeal Panel rejected BP’s
final proposal of $0 and ultimately awarded Claimant $27,412,374.17 in total
compensation, reasoning in part:
            This claim was complicated by the manner in which
      Claimant’s financials are maintained. The program accountants
      were faced with the daunting and unusual task of separating the
      revenue and expenses of Claimant’s Arkansas facility from the
      profit center P&Ls. Our review leads us to conclude that the
      accountants were diligent, detailed and precise in paring the
      financials down to a reliable set of P&Ls for the Fulton facility. In
      doing so, the accountants engaged in an appropriate exercise of
      their professional judgment under difficult circumstances. We not
      only find the approach to be acceptable but it was sound and
      proper.

BP sought discretionary review of the Appeal Panel’s decision in district court,
which was denied.
      BP appealed. BP asserts that the district court abused its discretion in
denying review because the Appeal Panel’s decision misapplied the Settlement
Agreement by failing to require the Settlement Program to reconcile and
resolve the material discrepancies (millions of dollars) between Claimant’s




                                       3
    Case: 19-30145       Document: 00515272477    Page: 4   Date Filed: 01/15/2020



                                  No. 19-30145
financials and its tax returns, an issue BP alleges is a recurring issue on which
Appeal Panels are split.
      “We review the district court’s denial of discretionary review for abuse of
discretion.” Claimant ID 100212278 v. BP Expl. & Prod., Inc., 

,
410 (5th Cir. 2017) (citing Holmes Motors, Inc. v. BP Expl. & Prod., Inc., 

, 315 (5th Cir. 2016)). In determining whether the district court
abused its discretion, this court generally considers “whether the decision not
reviewed by the district court actually contradicted or misapplied the
Settlement Agreement, or had the clear potential to contradict or misapply the
Settlement Agreement.” 

[also] be an abuse of discretion to deny a
request for review that raises a recurring issue on which the Appeal Panels are
split if ‘the resolution of the question will substantially impact the
administration of the Agreement.’” 

re Deepwater Horizon, 632
F. App’x 199, 203–04 (5th Cir. 2015)).
      “Nevertheless, the district court need not grant review of all claims that
raise questions about the proper interpretation of the Settlement Agreement.”
BP Expl. & Prod., Inc. v. Claimant ID 100094497, 

, 800 (5th Cir.
2018). Specifically, the district court “does not abuse its discretion if it denies
a request for review that involves no pressing question of how the Settlement
Agreement should be interpreted and implemented, but simply raises the
correctness of a discretionary administrative decision in the facts of a single
claimant’s case.” 

absence of a blatant violation of or disregard for
the Settlement Agreement, a third review of an award is inappropriate.” BP
Expl. & Prod., Inc. v. Claimant ID 100126024, 769 F. App’x 120, 123 (5th Cir.
2019) (quoting BP Expl. & Prod., Inc. v. Claimant ID 100224371, 766 F. App’x
2, 4 (5th Cir. 2019)).
      BP’s arguments on appeal are unavailing. The issues raised in this case
are fact-specific, centered around the Appeal Panel’s analysis of this claimant’s
                                         4
    Case: 19-30145    Document: 00515272477        Page: 5    Date Filed: 01/15/2020



                                 No. 19-30145
financials, and do not implicate an Appeal Panel split or misapplication of the
Settlement Agreement. See BP Expl. & Prod., Inc. v. Claimant ID 100317640,
766 F. App’x 112, 117 (5th Cir. 2019).
      Ultimately,    BP   challenges     the   “correctness   of   a   discretionary
administrative decision in the facts of a single claimant’s case.” Claimant ID

. We have repeatedly held that denial of review in
these cases is well within the district court’s discretion. See, e.g., Holmes

; Claimant ID 

; Claimant
ID 100235033 v. BP Expl. & Prod., Inc., 

, 806 n.9 (5th Cir. 2019)
(collecting cases); Claimant ID 100317640, 766 F. App’x at 117; BP Expl. &
Prod., Inc. v. Claimant ID 100333854, 759 F. App’x 303, 307 (5th Cir. 2019).
      Accordingly, the district court’s judgment denying discretionary review
is AFFIRMED.




                                         5