Mayne & Mertz, Inc. v. Quest Exploration, L.L.C., et al

Filing

UNPUBLISHED OPINION FILED. [09-31203 Affirmed ] Judge: EHJ , Judge: TMR , Judge: CH Mandate pull date is 12/02/2010 [09-31203]

Mayne & Mertz, Inc. Case: 09-31203 Document: 00511291357 v. Quest Exploration, L.L.C., et al

Page: 1 Date Filed: 11/11/2010

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IN THE UNITED STATES COURT OF APPEALS United States Court of Appeals FOR THE FIFTH CIRCUIT Fifth Circuit FILED
November 11, 2010 N o . 09-31203 Lyle W. Cayce Clerk

M A Y N E & MERTZ, INC., P la in t if f -A p p e lla n t v. Q U E S T EXPLORATION, L.L.C.; EXCALIBUR LAND CO., INC.; T E X A S TEA, L.L.C., D e fe n d a n t s -A p p e lle e s

A p p e a l from the United States District Court fo r the Western District of Louisiana U S D C No. 6:06-CV-800-RFD-MEM

B e fo r e JONES, Chief Judge, and REAVLEY and HAYNES, Circuit Judges. P E R CURIAM:* P la in t i ff-A p p e lla n t Mayne & Mertz, Inc. ("Mayne") appeals the district c o u r t's grant of summary judgment in favor of Defendants-Appellees Quest E x p lo r a t io n , L.L.C. ("Quest"), Excalibur Land Co., Inc. ("Excalibur"), and Texas T e a , L.L.C. ("Texas Tea") on Mayne's breach of contract, and misappropriation

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 R. 47.5, the court has determined that this opinion should not be published and is not precedent except under the limited circumstances set forth in 5TH CIR.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.

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Dockets.Justia.com

Case: 09-31203 Document: 00511291357 Page: 2 Date Filed: 11/11/2010

No. 09-31203 o f trade secrets claims.1 Reviewing the record de novo, Williams v. Wynne, 533 F .3 d 360, 365 (5th Cir. 2008), we AFFIRM. 1. E x c a lib u r was not in breach of the September 23, 2004 letter agreement

w it h Mayne because the letter was an invitation to discuss a lease on certain t e r m s , not a promise to lease. Mayne contends that the finder of fact should h a v e been permitted to weigh Excalibur's actions subsequent to executing the le t t e r agreement to determine whether Excalibur had accepted Mayne's offer to l e a s e . This contention is based on a faulty premise. In the letter agreement, M a y n e offers to propose a unit to Excalibur. Construing the letter agreement as a whole, paragraphs 1 through 3 define the terms of any lease to which the p a r tie s would later agree, but do not bind Excalibur to grant a lease. See Benton S p e c ia ltie s , Inc. v. Cajun Well Serv., Inc., 31 So. 3d 1155, 1158 (La. Ct. App. 2 0 1 0 ) ("Contracts must be read and construed as a whole."). Additionally, even if the letter agreement were an option to lease as M a y n e argues, the district court was correct that it was unenforceable as a m a t t e r of law. The Louisiana Civil Code requires that an option must state a s t ip u la t e d time within which it must be exercised. LA. CIV. CODE ANN. art. 2620; s e e also id. at cmt. (c) ("Under this Article, an option for a perpetual or indefinite t e r m is null."). The district court was correct to grant summary judgment on M a y n e 's breach of contract claim. 2. T h e Partial Release of Geophysical Permits with Options to Lease

(" R e le a s e " ) executed on February 25, 2004, unambiguously released Mayne's c o n fid e n tia lit y obligations pursuant to Section 16 of the Louisiana Seismograph P e r m it ("Permit") executed on August 5, 2002, concurrent with and attached as E x h ib it A to the Geophysical Permit with Option to Enter into an Oil and Gas

The district court granted summary judgment on all of Mayne's claims. Mayne appeals only the judgment on the breach of contract claim, and misappropriation of trade secrets claims.

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Case: 09-31203 Document: 00511291357 Page: 3 Date Filed: 11/11/2010

No. 09-31203 L e a s e ("Option"). The Release applied to "Geophysical Permits with Options" in t h e plural. The Option expressly covered both the interest in the minerals and t h e permits necessary to conduct geophysical operations, naming and in c o r p o r a t in g the Permit. The Permit clearly labeled itself as an attachment to t h e Option. And, the Permit and the Option are executed on the same date and t e r m in a t e d after eighteen months on February 5, 2004, when Mayne chose not t o extend them. M a y n e argues that although the documents are related, the Option and t h e Permit must be interpreted separately. However, under Louisiana law " [a ]g r e e m e n t s , of contemporaneous date, some making reference to the others m u s t be construed together." Tramonte v. Palermo, 640 So. 2d 661, 665 (La. Ct. A p p . 1994). Alternatively, Mayne argues that the release is ambiguous because t h e agreement released is identified as a Seismic Option/Lease on Exhibit A to t h e Release. Because neither the Permit nor the Option is entitled in precisely t h is manner, according to Mayne the Release is ambiguous regarding which d o c u m e n t it affects. We disagree. Although the definitions of the terms

g e o p h y s ic a l and seismographic are not identical, a seismograph survey is a type o f geophysical survey for the purposes of Louisiana law. LA. REV. STAT. ANN. § 3 0 :2 1 1 ("'Geophysical and geological survey' means magnetometer surveys, g r a v it y m e t e r surveys, torsion balance surveys, [and] seismograph surveys[.]"). The Release unambiguously addresses both the Option and the Permit. Contrary to Mayne's urging, the fact that the Release referenced that the O p t io n was a recorded document does not limit its scope to the Option alone. Also, Mayne's contention that the parties' course of conduct creates a fact q u e s t io n fails because where, as here, the plain terms of the contract are u n a m b ig u o u s , "no further interpretation may be made in search of the parties' in t e n t ." LA. CIV. CODE ANN. art. 2046. Notably, even if the Release did not a d d r e s s the Permit, the Permit expired on its own terms on February 5, 2004. 3

Case: 09-31203 Document: 00511291357 Page: 4 Date Filed: 11/11/2010

No. 09-31203 A n d , the confidentiality provision is not one of the obligations expressly id e n tifie d in Section 11 of the Permit as continuing beyond the termination of t h e agreement. The district court did not err when it granted summary

ju d g m e n t for defendants on Mayne's misappropriation of trade secrets claim. A F F IR M E D .

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