WEIMER, Justice.
We granted certiorari to determine whether the appellate court's recognition of a "novel and untested" cause of action comports with Louisiana mineral law. The purported cause of action imposes a duty on a mineral lessee purchasing the lessor's mineral royalty rights to disclose to the lessor that the lessee has already negotiated the resale of the mineral rights to a third party for a significantly higher price. Finding the lessee's duties upon which the appellate court premised its cause of action to be expressly excluded in the Mineral Code, we reverse the appellate court's decision, and reinstate the district court's decision, which ruled plaintiffs failed to state a cause of action and dismissed this case with prejudice.
This case arises from a petition filed by vendors of mineral rights, plaintiff John C. McCarthy, individually and as trustee of the Kathleen Balden Trust, and plaintiff Marjorie M. Moss. Plaintiffs named as a defendant Evolution Petroleum Corporation ("Evolution"), which was formerly known as Natural Gas Systems, Inc. Plaintiffs also named as a defendant NGS Sub. Corp. ("NGS"). Plaintiffs sought damages and rescission of their sale of royalty interests in mineral leases within
The defendants filed a peremptory exception of no cause of action, which the district court granted, and the case was dismissed. In the first of two appeals in this case, the appellate court affirmed the exception of no cause of action, but reversed the dismissal with instructions to the district court on remand to allow the plaintiffs the opportunity to amend their petition to state a cause of action. McCarthy v. Evolution Petroleum Corp., 47,907 (La.App. 2 Cir.02/27/13), 111 So.3d 446, writ denied, 13-1022 (La.6/28/13), 118 So.3d 1097 ("McCarthy I").
As explained in McCarthy I, plaintiffs are the successors-in-interest to mineral rights. The mineral rights were leased more than 60 years ago and, since that time, the leases have been held active by production in paying quantities. The lessors retained a mineral interest of 1/8 for royalty payments. The operation rights as mineral lessees have passed to various operators through the years.
In 2004, NGS corporate entities held the operation rights as mineral lessees. In short order, NGS entities consolidated their corporate status within the Evolution corporate entity. Plaintiffs allege that Evolution, through its NGS corporate ancestors, sought a purchaser for the Delhi Field Unit leases. Based on information about the Delhi Field Unit gleaned during operations, Evolution specifically sought a lease purchaser interested in employing "CO2 enhanced oil recovery technology" which would dramatically increase mineral production.
Evolution reached a purchase agreement with Denbury Resources, LLC ("Denbury"), for a cash price of $50 million plus other compensation. Although oil production had declined by 2004 to 145 barrels per day, Denbury estimated its enhanced recovery techniques could tap anywhere from 30 to 40 million barrels.
Without disclosing the pending deal with Denbury or the potential for drastically increased production from CO2 recovery techniques, Evolution made unsolicited offers to purchase plaintiffs' royalty interests. Plaintiffs contend that Evolution actually targeted "vulnerable elderly" and other royalty owners who were "unsophisticated in oil and gas matters," like the plaintiffs.
Evolution offered the plaintiffs 16 years' worth of previous royalties for plaintiffs' rights. The plaintiffs accepted. For the McCarthy owners, this amounted to $15,957 each; for Ms. Moss, this amounted to $9,859.
Plaintiffs allege that a "relation of confidence" developed between themselves and the lease operators over the 60 years of mineral production. Because of this relation of confidence, the plaintiffs relied on the defendants' statements and omissions, which in light of the pending Denbury deal, amounted to fraud. In addition to fraud, plaintiffs allege causes of action for error as to cause and breach of contract.
The defendants filed an exception of no cause of action. The district court granted the exception and dismissed plaintiffs' petition. Plaintiffs appealed.
The appellate court agreed that plaintiffs' petition failed to state a cause of action. Although no clear consensus on reasoning emerged among the three-judge panel, all agreed the plaintiffs should be allowed the opportunity to amend the petition to attempt to state a cause of action. Judge Stewart explained:
McCarthy I, 47,907 at 12, 111 So.3d at 454.
Concurring, Judge Caraway opined that "[t]his ruling, finding error in the trial court's absolute dismissal of plaintiffs' claims, suggests that a cause of action for fraud may be present." McCarthy I, 47,907 at 1, 111 So.3d at 455, Caraway, J. concurring. Judge Caraway emphasized that "[t]he plaintiffs ... allege that they were paid $25,816 for the sale when the operator knew their royalty interest might be expected to receive over $9 million from the known recoverable reserves." McCarthy I, 47,907 at 2, 111 So.3d at 455, Caraway, J. concurring.
Defendants applied for rehearing, which the appellate court denied. McCarthy I, on reh'g, 47,907 (La.App. 2 Cir.11/12/14), 111 So.3d at 456. Defendants applied to this court for supervisory review, which this court denied. McCarthy I, 13-1022 (La.6/28/13), 118 So.3d 1097.
The plaintiffs filed a Supplemental and Amended Petition that reiterates much of plaintiffs' factual allegations in their original petition. Plaintiffs alleged in the Supplemental and Amended Petition that the defendants knew the price offered for plaintiffs' mineral interests was substantially below true value. Plaintiffs elaborated on the defendants' use of the reservoir data and contended defendants ceased to act as good faith operators for the mutual benefit of the parties, in violation of Mineral Code art. 122.
Again, the defendants filed an exception of no cause of action. Again, the trial court granted the exception and dismissed the Supplemental and Amended Petition with prejudice.
The plaintiffs lodged their second appeal. This time, the appellate court ruled the plaintiffs stated a cause of action for fraud. McCarthy v. Evolution Petroleum Corp., 49,301 (La.App. 2 Cir. 10/15/14), 151 So.3d 148 ("McCarthy II"). The court reasoned:
McCarthy II, 49,301 at 14, 151 So.3d at 156.
In addition to fraud by false assertion, the court found plaintiffs had stated a cause of action of fraud by silence. This cause of action, according to the appellate
Id.
The appellate court recognized that "[t]he law is clear that Evolution is neither a fiduciary nor a trustee." Id., 49,301 at 16, 151 So.3d at 158. Relying on Emerson v. Shirley, 188 La. 196, 175 So. 909 (1937) (recognizing a potential cause of action for an undervalued purchase of mineral royalty interests when the parties to the agreement had a 10-year history of business dealings), the appellate court ruled: "If the nature of the relationship rises to a certain level, the Emerson ruling recognized a duty to speak to prevent fraud. The court found that such measure of the relationship cannot be made through a peremptory exception." Id., 49,301 at 20, 151 So.3d at 159.
The appellate court then overruled the district court's exception of no cause of action, concluding:
McCarthy II, 49,301 at 20-21, 151 So.3d at 159-160.
The defendants sought this court's review, which we granted. McCarthy v. Evolution Petroleum Corp., 14-2607 (La.3/27/15), 161 So.3d 646.
The issue presented in this case is whether plaintiffs' Supplemental and Amended Petition ("the petition"
Scheffler v. Adams and Reese, LLP, 06-1774, pp. 4-5 (La.2/22/07), 950 So.2d 641, 646.
Other principles of review are also well-established, but given the different conclusions regarding the existence of a cause of action reached by the courts below, the following principles merit emphasis. The party disputing the existence of a cause of action bears the burden of demonstrating that a petition fails to state a cause of action. Scheffler, 06-1774 at 5, 950 So.2d at 647, citing Ramey, 03-1299 at 7, 869 So.2d at 119; City of New Orleans, 93-0690 at 28, 640 So.2d at 253. Regardless of whether a district court concludes a cause of action exists, "[b]ecause the exception of no cause of action raises a question of law and the district court's decision is based solely on the sufficiency of the petition, review of the district court's ruling on an exception of no cause of action is de novo." Scheffler, 06-1774, p. 5, 950 So.2d at 647, citing Fink, 01-0987 at 4, 801 So.2d at 349; City of New Orleans, 93-0690 at 28, 640 So.2d at 253.
Closely related to the principle that "the well-pleaded facts in the petition must be accepted as true," our ultimate task becomes a determination of "whether, in the light most favorable to the plaintiff[s], and with every doubt resolved in the plaintiff[s'] favor, the petition states any valid cause of action for relief." Scheffler, 06-1774 at 5, 950 So.2d at 647, citing Fink, 01-0987 at 4, 801 So.2d at 349; City of New Orleans, 93-0690 at 28, 640 So.2d at 253; Ramey, 03-1299 at 8, 869 So.2d at 119.
Certainly, the parties hold differing positions as to what this court's ultimate view of the petition should be, but the parties appear to agree on one central point: whether a cause of action exists depends greatly upon whether we find Mineral Code art. 122 provides for, bars, or is instead indifferent to the existence of a cause of action. The lower courts also framed their inquiries by the existence of a
Although our review is de novo, we are faced with essentially universal recognition that this case significantly hinges upon Mineral Code art. 122. Because our own research provides no countervailing reason, we likewise start our analysis with Article 122. Therefore, and consistent with our civilian methodology, we begin-as we must-with the text of Article 122, which provides:
La. R.S. 31:122.
As a general observation, the first sentence of Article 122 is structured such that a mineral lessee is relieved of certain obligations, while other obligations are imposed. The appellate court specifically noted that the defendants, as lessees, were relieved of fiduciary obligations to the plaintiffs/lessors under Article 122. McCarthy II, 49,301 at 16, 151 So.3d at 158 ("The law is clear that Evolution is neither a fiduciary nor a trustee."). Even so, stemming from the obligation imposed by Article 122 for a lessor "to develop and operate the property leased as a reasonably prudent operator for the mutual benefit of himself and his lessor," the appellate court found the petition stated a cause of action for "fraud by silence." McCarthy II, 49,301 at 15-16, 20, 151 So.3d at 158, 160. We respectfully disagree with the thoughtful analysis of our appellate court colleagues.
As alleged in the petition, defendants gained information about the characteristics of reservoirs in the Delhi field during the defendants' mineral operations. Defendants used that information to negotiate a sale of mineral interests to Denbury. Defendants offered to purchase from plaintiffs — and eventually did purchase — plaintiffs' royalty interests without informing plaintiffs of the arrangements with Denbury, the profits defendants would realize from reselling plaintiffs' interests to Denbury, or even the greatly increased value of plaintiffs' interests.
Accepting these allegations as true, the petition fails to articulate a cause of action for fraud by silence. Although La. C.C. art.1953 addresses the possibility that "[f]raud may ... result from silence or inaction," in order "[t]o find fraud from silence or suppression of the truth, there must exist a duty to speak or to disclose information." Greene v. Gulf Coast Bank, 593 So.2d 630, 632 (La.1992). Plaintiffs' petition is devoid of allegations of any relationship of confidence with the defendants.
Article 122, cmt.
As can be readily seen, disclosure of information is nowhere mentioned among these duties. The appellate court recognized as much: "Certainly, the information of the lessee gained through geological data and technical developments involving the lease premises remains proprietary information." McCarthy II, 49,301 at 16-17, 151 So.3d at 158. Nevertheless, the appellate court inferred from plaintiffs' allegations that at the time defendants were negotiating with Denbury, defendants were in "passive breach" of their duty to reasonably develop mineral production. Id., 49,301 at 19, 151 So.3d at 159. From this inference, the appellate court further surmised that defendants "could then be obligated to inform [their] lessors and not remain silent on [their] plans" for conducting business with Denbury. Id.
The appellate court's reasoning, however, is at odds with both the law and the petition. In paragraph 25 of the petition, plaintiffs allege that additional production could be obtained only by having Denbury, the eventual lease purchaser, "redevelop" the Delhi Field Unit. Plaintiffs also elaborate in paragraph 25 that Denbury "is the leader in the Gulf Coast region" for "a special tertiary oil recovery method." Nowhere does the petition allege the defendant lessees are liable for not possessing the "special" technology possessed by Denbury and needed to increase production.
From the language just quoted from Article 122, it appears that parties to mineral leases may contractually impose a duty for a lessee to disclose information, such as the information plaintiffs complain was not provided to them when defendants negotiated to purchase plaintiffs' royalty interests. The petition here, however, is devoid of an allegation that the parties had contractually imposed such disclosure by the lessees.
We are careful to note that, although we find no cause of action for fraud by silence here, we do not foreclose the possibility of such a cause of action if the parties contractually supply additional duties as suggested by the last sentence of Article 122. In the case before us, where the petition provides no such indication that the parties contractually agreed to the lessee having additional duties, we are confined to rule on this case under the default duties of Article 122, which preclude a cause of action against a lessee for fraud by silence in a purchase of rights by the lessee.
Stated simply, as to the allegations of the petition before us, the default rules of Article 122 are addressed to mineral development operations, not to buying and selling mineral rights. In the transaction at issue, the lessee had no duty to disclose its plans because Article 122 relieves a lessee of fiduciary duties to the lessor, and because the operational portions of Article 122 do not impose disclosure obligations on the lessee. To hold otherwise, as the appellate court did, that the fact of a lessor/lessee relationship reaching a "certain level" can require disclosures of the facts plaintiffs complain were omitted, is to essentially erase this entire clause from Article 122: "A mineral lessee is not under a fiduciary obligation to his lessor...." When faced with such a straightforward, unequivocal expression of law as that just quoted from Article 122, courts are bound to observe it. See La. C.C. art. 9 ("When a law is clear and unambiguous and its application does not lead to absurd consequences, the law shall be applied as written...."); see also La. R.S. 1:4 ("When the wording of a Section is clear and free of ambiguity, the letter of it shall not be disregarded under the pretext of pursuing its spirit.").
The appellate court determined that a cause of action exists under Article 122 not only for fraud by silence/omission, as just analyzed, but also that a cause of action exists under Article 122 for fraud by affirmative misrepresentation. The appellate court found the following allegations in the petition were significant:
McCarthy II, 49,301 at 12-13, 151 So.3d at 155-156.
The appellate court explained that "Plaintiffs allege that Evolution misdirected their attention to the prior production which was largely irrelevant to the assessment of the present value of their 1/8th lease royalty." McCarthy II, 49,301 at 15, 151 So.3d at 157. The appellate court reasoned that defendants knew the actual worth was much higher and that plaintiffs could not ascertain the worth: "Evolution allegedly had the exclusive means of assessing the value of the royalty interest and knew of the error by plaintiffs." Id.
La. C.C. art. 1847(3) of the Civil Code of 1870.
The appellate court recognized that Mineral Code Article 17 excludes the cause of action stemming from what the Civil Code describes as "lesion beyond moiety." Lesion beyond moiety is explained in Article 2589 of the current Civil Code thus: "The sale of an immovable may be rescinded for lesion when the price is less than one half of the fair market value of the immovable. Lesion can be claimed only by the seller
Notwithstanding the prohibition of lesion in Article 17, the appellate court ruled that plaintiffs could circumvent the prohibition because "Plaintiffs allege that Evolution deliberately misled them about the value of their royalty interest by directing their attention to the past decline of oil production while omitting Evolution's understanding of the value of the proven reserves recoverable through the impending enhanced recovery project." McCarthy II, 49,301 at 9, 151 So.3d at 154. The appellate court explained that the district court's contrary ruling "misses the clear distinction between rescission for fraud as a vice of consent and rescission for lesion by the mere existence of a price deficiency in relation to the fair market value of the immovable." Id. We respectfully disagree with the analysis of our learned colleagues.
A review of the petition indicates that the plaintiffs complain about the fairness of the price relative to the alleged market value: Defendants, as lessees ... made unsolicited offers to purchase the plaintiffs' royalty interests for a price that seemed fair to the plaintiffs based on the knowledge available to them. However, ... the defendants knew that the price they were offering was substantially below the true value of the plaintiffs' royalty interests. Earlier in this opinion, we determined that Article 122 did not impose an affirmative duty on the lessees to disclose the information that the plaintiffs complain had been withheld, such as defendants' plans for the mineral interests.
Returning to the allegations of the petition, we observe that plaintiffs indicated that in the way of affirmative statements, the defendants made offers. However, in this context, as a matter of law, an offer to purchase is not a guarantee of value. An offer is — at most — one component of a "contract ... formed by the consent of the parties," when consent is later "established through offer and acceptance." La. C.C. article 1927. See also Haas v. Cerami, 201 La. 612, 10 So.2d 61, 64 (1942) (on reh'g) (finding no duty, absent allegation or proof of a fiduciary relationship, forbidding a purchaser of mineral rights from using "inside information" which allegedly would increase the "prospect" of production and hence also increase value of rights purchased). Compare Article 122 ("A mineral lessee is not under a fiduciary obligation to his lessor..."); compare also Scheffler, 06-1774 at 5, 950 So.2d at 647 ("A fiduciary relationship has been described as one that exists when confidence is reposed on one side and there is resulting superiority and influence on the other.") (Internal quotations omitted.) Thus, in the absence of a fiduciary duty, plaintiffs' petition fails to establish anything actionable about the affirmative statements of the precise amounts the defendants would pay as part of the defendants' "offers."
Wilkins, 99 So. at 609.
Based in part on the reasoning in Wilkins, the defendants point to decisions by our colleagues in the federal judiciary, and contend that the plaintiffs' allegations about insufficient price, whether at the time of offer or time of sale, are simply disguised — but prohibited — claims of lesion. We agree.
In Thomas v. Pride Oil & Gas Properties, Inc., 633 F.Supp.2d 238, 243 (W.D.La. 2009), the court dismissed a claim that the price paid for mineral interest was insufficient, explaining:
Recalling our earlier determination in this case that the claims relating to an offer being insufficient are essentially fraud claims, we approve of the following observation: "To pursue a claim for purported deficiency in the value of these lease rights ..., be it in error or fraud, is to pursue a claim for lesion beyond moiety." Thomas, 633 F.Supp.2d at 244 (internal quotation and citation omitted). HMB Interests, LLC v. Chesapeake Louisiana LP, 2010 WL 3896521 (W.D.La. 2010).
Moreover, in Cascio v. Twin Cities Dev., LLC, 45,634 (La.App. 2 Cir. 9/22/10), 48 So.3d 341, the appellate court recently recognized many of the same principles articulated in Wilkins and Thomas. The Cascio court rejected a claim to rescind mineral leases granted without the lessor's knowledge that the leases embraced "the Haynesville Shale, which is alleged by plaintiffs to be one of the richest natural gas reservoirs in the country." Cascio, 45,634 at 1, 48 So.3d at 342. The Cascio court rejected plaintiffs' theory that "because they did not know the land they were leasing was not ordinary land, but land with exceptional qualities (namely the existence of the Haynesville Shale), this constitutes error that vitiates consent." Id., 45,634 at 4, 48 So.3d at 343.
In the instant case, the appellate court attempts to distinguish Cascio on the basis that in Cascio, unlike here, there was a "lack of an existing lessor/lessee relationship." McCarthy II, 49,301 at 10, 151 So.3d at 154. For their part, the plaintiffs also cite the existence of a longstanding lessor/lessee relationship to refute defendants' suggestion that the appellate court's ruling would lead to a flood of litigation by remorseful mineral rights sellers, even when a seller's claimed mistake is due solely to the seller's purely subjective and unilateral assessment of value. As we have seen, in the instant case, the appellate court's distinction rests on the erroneous proposition that defendants/lessees had a duty to provide plaintiffs with more information than would a typical buyer, such as the sale of the mineral interests to another operator by the defendants/lessees. Therefore, we respectfully disagree with the appellate court's attempt to distinguish the instant case from Cascio, and this observation from Cascio applies with equal force to the instant case: "[A] claim of error that is asserted regarding the value of a mineral lease is synonymous with a claim of lesion beyond moiety." Id., 45,634 at 6, 48 So.3d at 344.
Thus, whether viewed at the time of offer or time of sale, we find plaintiffs' allegations of insufficient price are claims of lesion, which are barred by Article 17. See also La. C.C. art. 1965 ("A contract may be annulled on grounds of lesion only in those cases provided by law.").
The appellate court announced a "novel and untested" cause of action against mineral lessees who ultimately purchased their lessors' mineral royalty interests. The cause of action was premised on a
We have found, however, that the focus of the plaintiffs' petition is not on the lessee's conduct as a mineral extraction operator. The focus is on the purchase of mineral rights. The duties the appellate court would impose on mineral lessees, when purchasing a lessor's mineral rights, are rejected within the Mineral Code. As we have seen, even predating the legislature's enactment of the Mineral Code, courts recognized that mineral exploration is costly for operators and inherently speculative for all parties involved. By relieving mineral lessees of fiduciary duties to lessors and by exempting mineral transactions from lesion, the Mineral Code appears to promote each party keeping their own counsel on issues related to value, and the law will not step in to relieve a mineral rights seller from a transaction if the seller later regrets the price. No doubt our colleagues on the appellate court were well-intentioned and favored giving the plaintiffs their proverbial "day in court" for the opportunity to show the plaintiffs had somehow been wronged by the mineral purchasers. However, the Mineral Code in this instance reflects an interest in preserving transactions in an otherwise speculative business and, therefore, the appellate court's ruling subverts the following principle: "A judicial decision which enhances the security of transactions will promote compatibility of mutual behavior on the part of those who offer goods for sale and those who offer to buy goods in the marketplace." John A. Dixon, Jr., Judicial Method in Interpretation of Law in Louisiana, 42 La. L.Rev. 1661, 1674 (1982). Particularly, when enacting Article 17 and Article 122 of the Mineral Code, the legislature chose not to subject such transactions to judicial rescission and/or damages under the facts plaintiffs have alleged in this case. Thus, plaintiffs have no cause of action.
For the foregoing reasons, the judgment of the appellate court is reversed and the ruling of the district court granting the defendants' exception of no cause of action and dismissing the case with prejudice is reinstated.
JOHNSON, Chief Justice, dissents and assigns reasons.
CRICHTON, Justice, additionally concurs and assigns reasons.
JOHNSON, Chief Justice, dissents and assigns reasons.
I respectfully dissent. Under the facts as presented here, the appellate court correctly ruled that plaintiffs have pled a cause of action to rescind sale of the mineral lease. In my view, plaintiffs properly raised the issue of fraud which would defeat the exception of no cause of action, and allow for further discovery and examination of the evidence surrounding this transaction.
While the Mineral Code does not recognize a fiduciary duty owed by a lessee, Mineral Code article 122 does impose a duty to act as a reasonably prudent operator for the parties' mutual benefit. As correctly noted by the court of appeal,
McCarthy v. Evolution Petroleum Corp., 49,301 (La.App. 2 Cir. 10/15/14), 151 So.3d 148, 158 (internal citations removed). Evolution contracted to act for the mutual benefit of itself and the land owners. Evolution was under the duty to begin reasonable development of the proven reserves of the Delhi Unit for the parties' mutual benefit. By failing to disclose the Denbury project, Evolution allowed delayed development and operations under the lease in bad faith for its exclusive interests, amounting to a passive breach of its performance obligations under the lease.
CRICHTON, J., additionally concurs and assigns reasons.
I agree with the majority opinion in this matter in all respects. I write separately to emphasize that the court of appeal, by creating a legal duty not imposed by the legislature, rendered meaningless the unambiguous language of La. Mineral Code art. 122. Courts should take care not to go beyond the plain meaning of provisions of the Code where those meanings are clear and unambiguous and do not lead to absurd consequences. La. C.C. art. 9.