CRANFILL, District Judge.
[¶ 1] This case arrives before the Court once again from a decision rendered by the State Board of Equalization ("Board") concerning the valuation point for tax purposes of the natural gas production from the LaBarge Field in Sublette County. Previously, in Exxon Mobil Corp. v. State of Wyo., Dep't of Revenue, 2009 WY 139, 219 P.3d 128 (Wyo.2009), this Court interpreted the terms "initial dehydrator" and "processing facility" and analyzed the proportionate profits valuation method. The Court, however, remanded one issue to the Board: specifically, whether the meters located at the LaBarge Field well sites were "custody transfer meters" as defined by Wyo. Stat. Ann. § 39-14-203(b)(iv)
[¶ 2] Both Exxon and the State of Wyoming, Department of Revenue ("Department") appealed the Board's decision to the district court, Exxon appealing in S-11-0047 and the Department appealing in S-11-0048. Pursuant to W.R.A.P. 12.09(b), the district court certified the cases directly to us for review. The Court consolidated the two appeals for decision. We will affirm the Board's determination that the meters were not custody transfer meters for Exxon's gas, but reverse the Board's determination that the meters were custody transfer meters for Howell's and Yates' gas.
[¶ 3] Exxon states the issues as follows:
The Department identifies similar issues, albeit phrased differently:
[¶ 4] The facts in this case are essentially undisputed. This Court will therefore rely largely on paraphrases of and quotations from the Board's Findings of Fact. The Court commends the Board for providing a comprehensive and detailed factual background.
[¶ 5] Exxon operates three federal natural gas units, Fogarty Creek Unit, Lake Ridge Unit and Graphite Unit. These units constitute the LaBarge Field in the Bridger-Teton National Forest in Sublette County, Wyoming. Exxon is the sole lessee of the federal leases in the Lake Ridge and Graphite Units and therefore owns all of the unitized substances in these units. There are, however, other leaseholders in the Fogarty Creek Unit. Specifically, Howell and Yates, or their successors in interest,
[¶ 6] Exxon produces LaBarge sour gas from eighteen (18) wells. Each well site has a "well building" that contains equipment to assist in production and movement of the gas from the wellhead downstream. Near the wellheads are meters that measure gas volumes.
[¶ 7] Each unit is governed by a unit operating agreement which identifies the "operator" for all production within the unit, and defines how each unit will be developed. Exxon is the operator for all three units. The unit operating agreement designates the rights and responsibilities of the unit operator and working interest owners. The unit operating agreement for the Fogarty Creek Unit requires Howell and Yates to either take their gas in kind or separately dispose of it. The agreement further states that should Howell or Yates not take their gas in kind or separately dispose of it their gas will be "banked." In other words, Howell's and Yates' respective shares of gas are left in the ground and one-hundred percent (100%) of production is attributed to Exxon until Howell and Yates can take their gas in kind or separately dispose of it through a processing agreement or otherwise.
[¶ 8] Further downstream from the units is the Shute Creek processing facility, which was first constructed in 1984. At the time the Shute Creek plant was constructed, Exxon offered Howell and Yates the opportunity to acquire ownership interest in the plant. Howell and Yates declined to exercise any ownership interest in the facilities constructed downstream of the LaBarge Field. However, because Howell's and Yates' shares of the gas would have to be processed at the Shute Creek facility the parties attempted to negotiate a processing agreement for Howell's and Yates' share of the gas. After negotiations reached an impasse, Howell and Yates filed an antitrust lawsuit against Exxon.
[¶ 9] The antitrust litigation was resolved by the parties negotiating a complex processing agreement, referred to as the "Howell
[¶ 10] Exxon exclusively owns all facilities downstream of the wing valve on the wellhead including the gathering lines, manifolds, Black Canyon facility, the pipeline from Black Canyon to Shute Creek, and Shute Creek. All the cost for facilities after the wing valve are incurred by Exxon, which is compensated for the costs of owning and operating these facilities for the benefit of the other working interests owners by the terms of the Howell and Yates Agreements.
[¶ 11] Article 7.1 of the Howell and Yates Agreements provides that possession, custody and control of Howell's and Yates' gas is transferred to Exxon for processing immediately downstream of the wing valve on the wells, as measured by the meters located at each well. Accordingly, Exxon takes custody of, but not title to, the raw gas at the wing valve and meters. Title to the gas remains with the working interest owner, however.
[¶ 12] Each Fogarty Creek Unit well has multiple "working interest" owners.
[¶ 13] The matters giving rise to the instant litigation commenced in 2006 when Exxon filed its annual gross products return with the Department reporting its 2005 natural gas production from the LaBarge Field. The Department declined to accept Exxon's reported values for the 2005 LaBarge Field production. Disputes concerning the taxation of LaBarge Field gas were previously addressed by this Court in RME Petroleum Co. v. Wyo. Dep't of Revenue, 2007 WY 16, 150 P.3d 673 (Wyo.2007); Wyo. Dep't of Revenue v. Exxon Mobil Corp., 2007 WY 112, 162 P.3d 515 (Wyo.2007); and Exxon, 2009 WY 139, 219 P.3d 128. In the most recent opinion, the Court remanded one issue to the Board "to determine the correct point of valuation in accordance with this opinion" in the context of whether the meters at the wells were custody transfer or volume meters. Exxon, ¶ 52, 219 P.3d at 143. Exxon argued that the meters at the wells were custody transfer meters, and hence the correct point of valuation for its share of gas. Conversely, the Department argued the meters were not custody transfer meters and that the statutory point of valuation for tax purposes for all gas produced in the LaBarge field is the inlet of Black Canyon. The
[¶ 14] Our review of an administrative agency's decision is governed by the Wyoming Administrative Procedure Act, which, in pertinent part, provides that the reviewing court shall:
Wyo. Stat. Ann. § 16-3-114(c)(ii).
[¶ 15] We affirm an agency's findings of fact if they are supported by substantial evidence. Dale v. S & S Builders, LLC, 2008 WY 84, ¶ 22, 188 P.3d 554, 561 (Wyo. 2008). We review an agency's conclusion of law de novo. Id., ¶ 26, 188 P.3d at 561. To summarize, administrative agency action must be set aside only when the agency has:
Northfork Citizens For Responsible Dev. v. Bd. of County Comm'rs of Park County, 2010 WY 41, ¶ 17, 228 P.3d 838, 845 (Wyo. 2010).
[¶ 16] When this case was most recently before the Court we remanded one issue to the Board to determine the proper tax valuation point for Exxon's LaBarge Field gas. The Court summarized and remanded with the following directive:
Exxon, ¶ 52, 219 P.3d at 143-144 (footnote added.)
[¶ 17] This Court has previously interpreted the term "custody transfer meter," as found in Wyo. Stat. Ann. § 39-14-203(b)(iv), in Amoco Prod. Co. v. Dep't of Revenue, 2004 WY 89, ¶¶ 34-35, 94 P.3d 430, 444 (Wyo. 2004). The Court interpreted each of the three words within the phrase "custody
Id., ¶ 35, 94 P.3d at 444 (emphasis added).
[¶ 18] With this definition in mind the Board in this case concluded that the meters at the wellheads were not "custody transfer meters" for Exxon's share of gas production:
(internal citations omitted).
[¶ 19] Exxon argues that the Board's determination that the meters were not custody transfer meters was erroneous because an "implied" transfer of the gas it owns takes place at the meters at the wells. In support of this argument Exxon emphasizes the fact that the Board found that the meters were custody transfer meters for Howell's and Yates' share of gas and that the meters were therefore the proper valuation point. Accordingly, Exxon argues that its share of the gas, part of a common gas stream along with Howell's and Yates' gas, must have the same uniform point of valuation.
[¶ 20] The Court is not persuaded by Exxon's argument for two reasons. First, a ruling in favor of Exxon would require this Court to modify the Amoco definition of a custody transfer meter. The Court declines to do so at this time. "[A] custody transfer meter is an official measurer of gas as it passes from one entity to another for the other's immediate charge or control." Amoco, ¶ 35, 94 P.3d at 444.
[¶ 21] Second, as discussed infra, Howell's and Yates' share of the gas and its valuation point were not issues properly before the Board. Consequently, Exxon's reliance on the Board's rulings as to Howell's and Yates' share of gas is unconvincing.
[¶ 22] The Board's determination that the meters in question were not custody transfer meters for Exxon's share of the gas harmonizes with precedent and definitions established in the Amoco decision. Thus, the Court finds that the Board's determination on this issue is supported by substantial evidence, is not arbitrary or capricious and comports with law.
[¶ 23] The final issue is whether it was proper for the Board to determine the meters at the wells were "custody transfer meters" for Howell's and Yates' share of gas production in the LaBarge Field.
[¶ 24] Courts must have jurisdiction to hear cases. See, e.g., Wyo. Const. art. 5, §§ 2-3, 10; Wyo. Stat. Ann. § 5-1-107; Wyo. Stat. Ann. § 5-6-102; Wyo. Stat. Ann. §§ 5-9-128—130. Like courts, administrative agencies must have jurisdiction before they can hear a case. Diamond B Servs., Inc. v. Rohde, 2005 WY 130, ¶¶ 13-14, 120 P.3d 1031, 1038 (Wyo.2005); Amoco Prod. Co. v. Wyo. State Bd. of Equalization, 7 P.3d 900, 904 (Wyo.2000). Whether a court or agency has jurisdiction to decide a particular matter is a question of law, subject to de novo review. Dir. of the Office of State Lands & Invs., Bd. of Land Comm'rs v. Merbanco, Inc., 2003 WY 73, ¶ 7, 70 P.3d 241, 246 (Wyo.2003).
Amoco Prod. Co. v. Wyo. State Bd. of Equalization, 12 P.3d 668, 673 (Wyo.2000) (citations omitted).
[¶ 25] As stated above, administrative agencies derive their jurisdiction and authority via statute. The Wyoming Constitution defines the State Board of Equalization's duties as "equaliz[ing] the valuation on all property in the several counties and other such duties as may be prescribed by law." Wyo. Const. art. 15, § 10. The Board is also charged with "hear[ing] appeals from county boards of equalization and review[ing] final decisions of the department upon application of any interested person adversely affected[.]" Wyo. Stat. Ann. § 39-11-102.1(c). Any person aggrieved by a Department of Revenue determination may appeal to the Board. Wyo. Stat. Ann. § 39-14-209(b)(i). This would specifically include a taxpayer who feels aggrieved by the valuation of natural gas production and the accompanying severance tax levied by the Department, as is the case here. Wyo. Stat. Ann. § 39-14-209(b)(iv), (vi). In short, the Board has the authority to hear appeals from any interested person(s) adversely affected by final Department determinations.
[¶ 26] The Wyoming Supreme Court has discussed the meaning of an adversely affected person:
Northfork Citizens v. Bd. of County Comm'rs of Park County, 2008 WY 88, ¶ 9, 189 P.3d 260, 262 (Wyo.2008) (citations omitted).
[¶ 27] The Court finds that Howell and Yates were not "interested person[s] adversely affected" or "aggrieved person[s]" because they, unlike Exxon, did not appeal the Department's valuation and assessment of taxes on the gas they produced from the LaBarge Field in 2005. Wyo. Stat. Ann. § 39-11-102.1(c); Wyo. Stat. Ann. § 39-14-209(b)(i). Howell and Yates are not, and have never been, parties to this action. If a party does not appeal a decision rendered by an administrative agency, the decision is rendered final as to the non-appealing party. See, e.g., Amax Coal West, Inc. v. Wyo. State Bd. of Equalization, 896 P.2d 1329, 1333 (Wyo.1995) (by failing to appeal, taxpayer acquiesced to the valuation formula used by the Department of Revenue in the context of ad valorem property taxes levied on coal
[¶ 28] In the context of severance tax levied on natural gas production, the Court holds the Board does not have the authority to determine the valuation point for "non-party" persons or entities that do not appeal their tax assessments. In essence, issues related to Howell's and Yates' share of gas were not properly before Board, the Board acted beyond its statutory authority in rendering decisions on these issues, and as such, these determinations must be reversed.
[¶ 29] The Court affirms the Board's determination that the meters were not custody transfer meters for Exxon's gas. The Court reverses the Board's determination that the meters were custody transfer meters for Howell's and Yates' gas on the basis that the issue was not properly before the Board and that Howell and Yates were not aggrieved parties.