JERRY L. GOODMAN, Judge.
¶ 1 Glendell Gaskins (Gaskins) appeals the trial court's November 19, 2012, order dismissing his declaratory judgment action against Texon, LP (Texon), after finding Gaskins failed to state a claim for which relief can be granted under the Oklahoma Production Revenue Standards Act, 52 O.S.2011, § 570.1 et seq. The appeal was assigned to the accelerated docket pursuant to Oklahoma Supreme Court Rule 1.36(a)(2), 12 O.S.2011, Ch. 15, App. 1.
¶ 2 Gaskins sought a declaratory judgment against Texon determining that Texon was liable under the Oklahoma Production Revenue Standards Act (PRSA), 52 O.S.2011, § 570.1 et seq. Gaskins asserts § 570.10(A) creates a statutory duty for Texon to hold all revenue or proceeds from the purchase of oil and gas in trust for the benefit of the legal owners.
¶ 3 Gaskins asserted he sold 642 barrels of oil from wells located in Creek County, Oklahoma, to SemCrude in June and July of 2008, and that this oil was injected into SemCrude's pipeline system at the Midway and Derrisaw stations where it was transported for sale in Cushing, Oklahoma.
¶ 4 Texon filed an answer, pleading, inter alia, the affirmative defense of failure to state a claim upon which relief can be granted. Gaskins filed a motion for summary judgment on September 5, 2012. On September 20, 2012, Texon's counsel filed an affidavit averring discovery was necessary before it could respond. The court granted an extension of time. Gaskins subsequently filed an application for hearing pursuant to 12 O.S.2011, § 2012(C) on Texon's affirmative defense; the court granted the application over Texon's objection.
¶ 5 A hearing was held on November 19, 2012, on Texon's affirmative defense. By order filed on November 19, 2012, the court held the PRSA did not apply to Gaskins' sale of oil to SemCrude and Texon's subsequent purchase of Gaskins' oil from SemCrude. The court found Gaskins failed to state a claim for which relief could be granted under the PRSA and that the defect in the second amended petition could not be remedied by amendment. The court dismissed Gaskins' petition for declaratory judgment. Gaskins' appeals.
Gens v. Casady Sch., 2008 OK 5, ¶ 8, 177 P.3d 565, 568-69 (footnotes omitted).
¶ 6 Furthermore, the issue presented is one of statutory interpretation and therefore presents a question of law which is subject to de novo review. Williams v. Smith & Nephew, Inc., 2009 OK 36, ¶ 8, 212 P.3d 484,
¶ 7 This case involves the legal scope and effect of 52 O.S.2011, § 570.10(A) of the PRSA. Section § 570.10(A) provides:
¶ 8 Gaskins contends § 570.10(A) creates a statutory duty on Texon to hold revenue or proceeds from the purchase of oil and gas in trust for the benefit of the legal owners.
¶ 9 Texon disagrees with Gaskins' interpretation of § 570.10(A), asserting the PRSA regulates how interest owners and local operators (or their proxies) work together at the wellhead and serves to hold operators accountable to their interest owners. Texon maintains the PRSA does not state or even suggest that it creates any duty or applies to downstream purchasers of oil and gas after it reaches the stream of interstate commerce. Thus, because the PRSA is intended to regulate only dispositions at the well, "person" in § 570.10(A) cannot be read to apply to a downstream purchaser that does not receive the "proceeds" of the sale at the well. Finally, Texon contends nothing in the language of § 570.10(A) creates or suggests a trust. Rather, it expressly disclaims a trust and creates a debtor-creditor commercial relationship.
¶ 10 In the present case, we find the language of § 570.10(A) to be clear and unambiguous. Thus, the issue is whether § 570.10(A) creates a duty on a downstream purchaser such as Texon to hold revenue or proceeds in an implied trust for the benefit of the legal owner. No Oklahoma court has recognized such a duty or implied trust pursuant to § 570.10(A) of the PRSA.
¶ 11 Gaskins relies on a 2008 Oklahoma Attorney General opinion wherein the Attorney General opined § 570.10(A) embodies trust concepts and creates an implied trust.
¶ 12 Attorney General opinions are persuasive authority and silence by the Legislature may be interpreted as acquiescence. Tulsa Cty. Publ. Facilities Auth. v. State ex rel. O.T.C., 1998 OK CIV APP 12, ¶ 9, 955 P.2d 741, 743 (citing The National Cowboy Hall of Fame and Western Herit. Ctr. v. State ex rel. Oklahoma Human Rights Comm'n, 1978 OK 76, 579 P.2d 1276).
¶ 13 Upon reviewing the plain language of § 570.10(A), we agree with Texon that nothing in the language of § 570.10(A) creates or suggests a duty on a downstream purchaser or applies to downstream purchasers of oil and gas after it reaches the stream of interstate commerce. Moreover, there is nothing in that language requiring the imposition of an implied trust.
¶ 14 Interpreting Oklahoma law, the bankruptcy court disagreed, concluding the PRSA does not impose an implied trust in favor of the producers, stating:
Id. at 153-54. The court found that unlike situations where a statute is clear that the intent is for the trustee to hold funds for the benefit of beneficiaries, the PRSA does not identify a trustee, actually require segregation of trust proceeds, or otherwise impose rights or duties typically associated with a trustee/beneficiary relationship. Id. at 152. The court concluded § 570.10(A) must be read in context with other provisions of the PRSA, which reading supports the conclusion the PRSA is a regulatory scheme for how operators and owners will interact with regard to the well. See also McKnight v. Linn Operating, Inc., 2010 WL 9039794 (W.D.Okla. Apr.1, 2010) and Naylor Farms, Inc. v. Anadarko OGC Co., et al., 2011 WL 7267853 (W.D.Okla. June 23, 2011) agreeing with the analysis in In re SemCrude that § 570.10(A) does not create an implied trust and disagreeing with the Oklahoma Attorney General's opinion.
¶ 15 Moreover, the Oil and Gas Owners' Lien Act of 1988 provided a procedure for Gaskins to secure a lien on the proceeds from the sale of his oil and gas. See 52 O.S.2001, § 548 et seq. (repealed by Laws 2010, SB 1615, c. 142, § 13, emerg. eff. April 19, 2010). In In re SemCrude, the bankruptcy court held the existence of this Act further supported its conclusion that the PRSA did not create a trust.
In re SemCrude, LP., 407 B.R. at 157 fn. 10.
¶ 16 In response to the In re SemCrude, LP. decision, the Oklahoma Legislature repealed the existing Lien Act of 1988 and enacted the Oil and Gas Owners' Lien Act of 2010 ("Lien Act"). See 52 O.S.2011, § 549.1 et seq., Cmt. 10 (The 2010 Act was "designed to remedy some of the deficiencies perceived to be present in the Prior Act as well as to address some of the issues that emerged in the SemGroup litigation.") The purpose of the statute was to give Oklahoma producers and royalty owners a first-priority lien to secure payment for their interest in oil and gas sold to a first purchaser. The new lien attaches to oil and gas before extraction and follows the oil and gas upon severance. It
¶ 17 We agree with the bankruptcy court that the PRSA is a regulatory scheme for how operators and owners will interact with regard to the well. In addition, § 570.10(A) specifically provides it applies only to the revenue or proceeds from the sale of production, i.e., the oil and gas and other minerals that the lessee extracts from the ground at the wellhead. Section 570.10(A) does not specifically apply to downstream purchasers. Accordingly, we reject Gaskins' assertion that the PRSA applies to Texon's subsequent purchase of oil and gas from SemCrude.
¶ 18 Gaskins further asserts Texon will be unjustly enriched if it is not required to pay the proceeds from the sale of his oil and gas. A review of the record on appeal reveals, however, that Gaskins did not assert an unjust enrichment claim against Texon in this case nor was this issue raised to the trial court below. Rather, Gaskins merely sought a declaratory judgment that the PRSA applies to Texon. Therefore, this assertion of error is denied.
¶ 19 Accordingly, the trial court properly dismissed Gaskins' declaratory judgment action against Texon for failure to state a claim for which relief can be granted under the PRSA. The court's November 19, 2012, order is therefore affirmed.
¶ 20
THORNBRUGH, P.J., and RAPP, J., concur.
A constructive trust is imposed when an individual obtains a legal right to property through fraudulent, abusive means, or through a method which violates equity and good conscience. Matter of Estate of Ingram, 1994 OK 51, ¶ 19, 874 P.2d 1282, 1287. "The primary reason for imposing a constructive trust is to avoid unjust enrichment." Robison v. Graham, 1990 OK 93, ¶ 19, 799 P.2d 610, 616 (citing Cacy, 1980 OK 138, at ¶ 7, 619 P.2d at 202; Easterling v. Ferris, 1982 OK 99, ¶ 10, 651 P.2d 677, 680). There must be some active wrongdoing on the part of the person against whom recovery is sought. Robison, 1990 OK 93, at ¶ 18, 799 P.2d at 616. Conversely, a resulting trust may be judicially imposed where the circumstances indicate that the grantor of legal title to property did not intend for the beneficial interest to be enjoyed by the grantee of the legal title. See Wootton, 1981 OK CIV APP 24, 631 P.2d 1337.
