Pacific Oil and Gas, LLC et al v. Chesapeake Energy Corp. et al
MEMORANDUM AND ORDER granting 27 Motion to Transfer Case; denying 29 Motion for Hearing on the Motion to Transfer. Signed by District Judge Julie A. Robinson on 4/18/2017. (hl)
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF KANSAS
PACIFIC OIL & GAS, LLC, ET AL.,
Case No. 16-CV-2498-JAR
CHESAPEAKE ENERGY CORP., ET AL.,
MEMORANDUM AND ORDER
Plaintiffs Pacific Oil and Gas, LLC, Oil and Gas Technology, William Gumma, Conover
H. Able III, Bill Pearson, Jonathan S. Wimbish, Charles G. Clark, Ronald J. Lincoln, John
Horne, Clarence Cottman, Erin R. Cottman, Claire C. Keneally, John S. Keneally, Ian M.
Keneally, Susan C. Connell, and Edwin C. Brown all individually and derivatively on behalf of
Chisholm Partners, LLC filed this action alleging that Defendants Chesapeake Energy Corp.,
Chesapeake Exploration, LLC, Tom L. Ward, and John Does 1-50 conspired, in the course of
acquiring mineral leases, to keep the prices for such leases artificially low by agreeing not to
compete against each other during acquisition in violation of the Sherman Antitrust Act.1
Defendants filed a Motion to Transfer Venue (Doc. 27) to the United States District Court for the
Western District of Oklahoma. The principal ground for assertion that transfer is warranted is
the existence of a pending lawsuit, In re: Anadarko Basin Oil & Gas Lease Antitrust Litigation
(“Anadarko Basin Litigation”).2 That suit is a consolidated proceeding of twelve cases pending
before the Western District of Oklahoma alleging similar, if not identical, issues. This matter is
15 U.S.C. §§ 1, 3.
No. 16-209 (W.D. Okla).
fully briefed, and the Court is prepared to rule. For the reasoning described more fully below,
the Court grants Defendants’ motion to transfer to the Western District of Oklahoma.
Factual and Procedural Background
This matter has a convoluted factual background, so for purposes of brevity, the Court
will briefly summarize the allegations of this suit as it relates to the pending motion to transfer.
Defendant Chesapeake Energy Corporation (“Chesapeake Energy”) is a corporation organized
under Oklahoma law with its principal place of business in Oklahoma. Defendant Chesapeake
Exploration, LLC (“Chesapeake Exploration”) is a limited liability company organized under
Oklahoma law with its principal place of business in Oklahoma. Throughout this Order, for
purposes of clarity, Defendants Chesapeake Energy and Chesapeake Explorations will be
referred to collectively as Chesapeake. Defendant Tom Ward, an Oklahoma resident, is the
former SandRidge Energy Corporation (“SandRidge”) chief executive officer. SandRidge, prior
to bankruptcy, was a corporation formed under the laws of Delaware with its principal place of
business in Oklahoma.
Plaintiffs claim Defendants colluded to rig the market for oil and gas leaseholds by
agreeing to not compete against each other in acquiring the leaseholds. The Complaint in this
matter alleges that Chisholm Partners, LLC (“Chisholm”), a limited liability corporation formed
under Louisiana law, owned mineral leases covering 7,300 acres in Harper and Sumner County,
Kansas and approximately 21,320 acres in Kingman County, Kansas.3 Chisholm sold these
leaseholds to Defendant Chesapeake Explorations after SandRidge suddenly withdrew from
bidding. Plaintiffs, who are members or successors in interest to former members of Chisholm,
claim damages based on selling their leasehold interest in Kansas for below market value as a
This land is considered part of the Anadarko Basin Region, which the Complaint alleges is located in
northwest Oklahoma, north Texas, southeast Colorado, and Kansas. Doc. 1 at 7.
result of the alleged conspiracy in violation of Sections 1 and 3 of the Sherman Antitrust Act.
This lawsuit came following the indictment of Aubrey McClendon, the former Chesapeake
Energy chief executive officer, in March 2016 for conspiracy to rig bids with an unnamed
company, which was presumed to be SandRidge.4
The matter before this Court was not the only lawsuit filed following McClendon’s
indictment. Twelve suits were filed in the Western District of Oklahoma alleging that
Chesapeake and SandRidge conspired to rig bidding during their acquisition of mineral leases in
the Anadarko Basin region in violation of the Sherman Act. These suits were consolidated on
April 15, 2016 in the Anadarko Basin Litigation before United States District Court Judge Vicki
Miles-LaGrange.5 SandRidge filed bankruptcy following the consolidation, so Judge MilesLaGrange administratively closed the Anadarko Basin Litigation on May 20, 2016.6 The
administrative closing gave the plaintiffs the right to re-open the Anadarko Basin Litigation
within thirty days of the termination of the bankruptcy proceeding.7
After the administrative closing of the Anadarko Basin Litigation in the Western District
of Oklahoma, this matter was filed on July 13, 2016. The motion to transfer to the Western
District of Oklahoma was filed on September 27, 2016. The parties apprised the Court through
notices pursuant to D. Kan. Rule 7.1(f) in December 2016 that the Anadarko Basin Litigation
was not yet re-opened, but likely would be re-opened following settlement of the bankruptcy
Doc. 28-1. United States v. McClendon, No. 16-043 (W.D. Okla. Mar. 1, 2016). The indictment was
dismissed after McClendon died in a single-vehicle car crash on March 2, 2016.
Doc. 28-3. In re: Anadarko Basin Oil & Gas Lease Antitrust Litig., No. 16-209 (W.D. Okla. Apr. 15,
2016), Doc. 38. It has subsequently been transferred to United States District Court for the Western District of
Oklahoma Chief Judge Joe Heaton.
Doc. 28-4. Anadarko Basin Litig., No. 16-209 (W.D. Okla. May 20, 2016), Doc. 105.
matter involving SandRidge.8 On January 31, 2017, the Court ordered the parties to file a status
report by March 1, 2017 apprising the Court of whether the Western District of Oklahoma had
ruled on the motion to re-open the Anadarko Basin Litigation.9 The parties submitted a joint
status report notifying the Court that on February 24, 2017, the bankruptcy proceedings had
resolved as to SandRidge and the Anadarko Basin Litigation parties were planning to move the
Western District of Oklahoma to re-open the Anadarko Basin Litigation at a March 21, 2017
status conference.10 The Court again requested an updated status report following the March 21
status conference.11 The parties submitted a joint status report stating that the Western District of
Oklahoma re-opened the Anadarko Basin Litigation and entered an order designating co-lead
counsel for the plaintiffs in that matter.12
Defendants move to transfer this case to the Western District of Oklahoma under 28
U.S.C. § 1404. Under § 1404(a), the Court may transfer a case to any district where it might
have been brought “for the convenience of the parties and witnesses” and “in the interest of
justice.” The parties do not dispute that this matter could have been brought in the Western
District of Oklahoma.13 In determining whether to grant a motion to transfer, this Court
considers the following discretionary factors:
the plaintiff's choice of forum; the accessibility of witnesses and other sources
of proof, including the availability of compulsory process to insure attendance
of witnesses; the cost of making the necessary proof; questions as to the
enforceability of a judgment if one is obtained; relative advantages and
Docs. 34, 35, 36.
See 28 U.S.C. § 1400(a). See Doc. 28 at 9; Doc. 32 at 3.
obstacles to a fair trial; difficulties that may arise from congested dockets; the
possibility of the existence of questions arising in the area of conflict of laws;
the advantage of having a local court determine questions of local law; and, all
other considerations of a practical nature that make a trial easy, expeditious
“Unless the balance is strongly in favor of the movant the plaintiff's choice of forum should
rarely be disturbed.”15 The burden of proving that the existing forum is inconvenient lies with
the moving party.16
Defendants argue that this matter is properly transferred to the Western District of
Oklahoma given the pendency of the Anadarko Basin Litigation with nearly identical facts and
underlying legal issues. Plaintiffs essentially concede that this case and the Anadarko Basin
Litigation may be consolidated for purposes of discovery.17 The question of transfer, therefore,
is only a question of the proper location for trial. Thus, the Court proceeds to analyze the factors
governing transfer with the question of trial location as a particular focus.
Plaintiffs’ Choice of Forum
Although a plaintiff’s forum choice “should rarely be disturbed,”18 the plaintiff’s choice
of forum receives little deference when, as here, the plaintiff does not reside there.19 Plaintiff’s
choice of forum is also accorded little weight “where the facts giving rise to the lawsuit have no
Chrysler Credit Corp. v. Country Chrysler, Inc., 928 F.2d 1509, 1516 (10th Cir. 1991) (quoting Tex. Gulf
Sulphur Co. v. Ritter, 371 F.2d 145, 147 (10th Cir. 1967)).
Scheidt v. Klein, 956 F.2d 963, 965 (10th Cir. 1992) (quoting William A. Smith Contracting Co. v.
Travelers Indem. Co., 467 F.2d 662, 664 (10th Cir. 1972)).
Id. at 965 (citing Chrysler Credit Corp., 928 F.2d at 1515).
Doc. 32 at 8.
Menefee v. Zepick, No. 09-2127-JWL, 2009 WL 1313236, at *1 (D. Kan. May 12, 2009); Benson v.
Hawker Beechcraft Corp., No. 07-2171-JWL, 2007 WL 1834010, at *2 (D. Kan. June 26, 2007).
material relation or significant connection to the plaintiff's chosen forum.”20 Defendants argue
that Plaintiffs’ choice of forum should not receive deference because Plaintiffs do not reside in
Kansas and the underlying events occurred outside of Kansas. The Court finds Plaintiffs do not
reside in Kansas,21 so their choice of forum is afforded less weight.22 Thus, Plaintiffs’ argument
on this factor rests solely on their assertion that “there is a significant connection between the
facts of the present lawsuit and Kansas as the forum.”23
In the briefing for this motion, Plaintiffs allege only one significant connection with
Kansas, the mineral lease land at issue is located in Kansas. Plaintiffs allege in the Complaint
that Chesapeake and SandRidge were actively discovering and drilling in Kansas during the
relevant time period, but Plaintiffs do not allege in the briefing that this creates a significant
connection to Kansas in proving the underlying conspiracy.24 Defendants argue that the
transaction was materially connected to states other than Kansas, including Oklahoma and
Emp’rs Mut. Cas. Co. v. Bartile Roofs, Inc., 618 F.3d 1153, 1168 (10th Cir. 2010).
Plaintiffs did not allege their residency in the Complaint. Defendants submitted a document showing
Pacific Oil and Gas, LLC as a California resident, Edwin Brown as a California resident, Conover Able as a Texas
resident, Bill Pearson as a Colorado resident, Jonathan Winbish as a California resident, Charles Clark as a Missouri
resident, Ronald Lincoln as a California resident, John Horne as a Colorado resident, Erin Cottman as a Colorado
resident, Clarence Cottman as unknown, Claire Keneally as a California resident, John Keneally as a California
resident, Ian Keneally as a California resident, Susan Connell as unknown, Oil & Gas Technology as unknown, and
William Gumma as unknown. Doc. 28-6.
See Doc. 32 at 4. Plaintiffs argue that while they do not reside in Kansas, a number of Plaintiffs own
property and spend considerable time in Kansas. Plaintiffs do not cite nor is the Court aware of law considering
time and property ownership in the forum as equivalent to residency for purpose of a motion to transfer. In fact, this
Court has previously rejected such arguments. Mortg. Research Ctr., LLC v. Flagship Fin. Grp., LLC, No. 16-2253,
2016 WL 7229259, at *3 (D. Kan. Dec. 14, 2016) (considering the fact that the plaintiff had a large office in Kansas
as deserving of little deference under the factor for plaintiff’s choice of forum in considering a motion to transfer).
Further, even if this Court were to consider Plaintiffs’ ties to Kansas based on facts other than residency, the Court
would be unpersuaded given that only Plaintiff William Gumma is alleged to have set foot in Kansas. Doc. 32-8.
Most of Plaintiffs’ connections to Kansas are as beneficiaries of trusts that own land in Kansas.
Doc. 32 at 5.
Doc. 1 at ¶¶ 28–32.
To state a claim under § 1 of the Sherman Act, a plaintiff must plead a contract,
combination, or conspiracy among two or more independent actors; that unreasonably restrains
trade; and is in, or substantially affects, interstate commerce.25 To state a claim under § 3 of the
Sherman Act, a plaintiff must plead a “contract, combination in form of trust or otherwise, or
conspiracy, in restraint of trade or commerce in any Territory of the United States or of the
District of Columbia.”26 Many of the key facts necessary to prove these claims will relate to the
existence of the conspiracy, which allegedly took place in Oklahoma as SandRidge and
Chesapeake are Oklahoma businesses. The key executive managers and employees involved are
alleged to have worked almost exclusively in Oklahoma. The criminal indictment of Aubrey
McClendon, which served as the catalyst for this litigation, took place in Oklahoma. Similarly,
Defendants allege that the negotiations of this deal took place in Oklahoma, which Plaintiffs
seemingly do not contest nor does the Complaint belie. Chisholm, the business to which
Plaintiffs are successors, was a Louisiana company. Thus, a number of the material facts have
significant connections to states other than Kansas.
One of the key issues will be the difference in leasehold price between the sale of the
land at issue and the sale of Kansas land in a competitive market, a key fact centered in Kansas.
However, the Court is equally mindful that Plaintiffs’ Complaint alleges that the land involved in
the overarching conspiracy spans the entire Anadarko Basin region, which includes Kansas,
Oklahoma, Texas, and Colorado.27 While the land in this lawsuit is only in Kansas, it seems
likely that evidence of the price difference of the land Chesapeake and SandRidge purchased in
Buccaneer Energy (USA) Inc. v. Gunnison Energy Corp., 846 F.3d 1297, 1306 (10th Cir. 2017).
15 U.S.C. § 3.
Doc. 1 ¶ 34 (“[T]he Defendants and Sandridge, between them, illegally “divided up” the geographic area
covering the Anadarko Basin Region in Kansas, and other states, and agreed not to compete and drive up prices for
leasehold interests in each other’s assigned area.”); Doc. 1 ¶ 25 (referring to the market value of leasehold interests
covering the Anadarko Basin).
other states and the sales price of those leaseholds compared to market value will also be central
to establishing the alleged conspiracy.
To summarize, the Court finds that the facts giving rise to the Sherman Antitrust
violation “have [a] material relation or significant connection” to Kansas. The leasehold land at
issue is in Kansas, so this is a material fact that will ultimately be important when assessing the
price of the land sold in this transaction as compared to other similarly situated Kansas leasehold
lands in the competitive market. However, the Court also finds that the fact that the land at issue
is in Kansas is somewhat neutralized given that the conspiracy alleged in the Complaint itself
took place in Oklahoma and spanned the entire Anadarko Basin region, so this is not unique to
Kansas. The Court therefore finds that both Oklahoma and Kansas have nearly equivalent
connections to the operative facts.28 Thus, because at least one operative fact for this litigation
has a significant connection to Kansas, the choice of Kansas is entitled to some deference. This
weighs against transfer.
Accessibility of Witnesses and Other Sources of Proof
“The convenience of witnesses is the most important factor in deciding a motion under
§ 1404(a).”29 Defendants argue that there are no witnesses or evidence in Kansas, except for the
existence of the land in Kansas. But to demonstrate inconvenience under this factor, Defendant
must: “(1) identify the witnesses and their locations; (2) ‘indicate the quality or materiality of
their testimony’; and (3) ‘show that any such witnesses were unwilling to come to trial, . . . that
Mortg. Research. Ctr., LLC v. Flagship Fin. Grp., LLC, No. 16-2253, 2016 WL 7229259, at *3 (D. Kan.
Dec. 14, 2016) (quoting CYI, Inc. v. Ja-Ru, Inc., 913 F. Supp. 2d 16 (S.D.N.Y. 2012)).
Emp’rs Mut. Cas. Co. v. Bartile Roofs, Inc., 618 F.3d 1153, 1169 (10th Cir. 2010) (quoting Cook v.
Atchison , Topeka & Santa Fe Ry. Co., 816 F. Supp. 667, 669 (D. Kan. 1993)).
deposition testimony would be unsatisfactory, or that the use of compulsory process would be
Defendants offered the affidavit of Fred Gipson, the lead counsel for Chesapeake and its
subsidiaries.31 Mr. Gipson’s affidavit identified the individuals involved in the transaction at
issue in this lawsuit. Chesapeake no longer employs any of these individuals. Those individuals,
their location, and their testimony are as follows:
David Smith, who is living in Oklahoma City, was involved in the initial negotiations;
Tom Flesher, who is living in Oklahoma City, handled due diligence and closing the
Robert Portman, who is living in Oklahoma City, was the land manager for the Kansas
region and was familiar with the competitive conditions in Kansas;
James Beaver, who is living in Oklahoma City, participated in the geological analysis of
Brian Exline, who is living in Oklahoma City, approved and executed the closing
George Denny, who is living in Oklahoma City, was involved in the transaction;
Doug Jacobson, who is living in the Oklahoma City area, was a senior manager involved
in the transaction; and
Todd Stephenson, who is living in the Oklahoma City area, was involved in the approval
process for the transaction.
Defendants also asserted Defendant Tom Ward is an Oklahoma resident and SandRidge was
headquartered in Oklahoma, so it is likely that many of the witnesses involved with the
transaction from SandRidge will be located in Oklahoma.
Plaintiffs counter that it is uncertain at this point that these witnesses would be required
to testify at trial because it is unknown whether they have knowledge related to the conspiracy.
Plaintiffs further offer that at this stage in the litigation it is impossible to know whether the
listed individuals would refuse to appear and nothing would preclude offering their testimony
Id. (quoting Scheidt, 956 F.2d at 966) (internal alterations omitted).
through deposition. Notably absent from Plaintiffs’ response is identification of any key
witnesses who are located in Kansas and unwilling to travel to Oklahoma to testify.
The Court finds that the key issue at trial will be establishing the existence of a
conspiracy between Chesapeake and SandRidge to rig bidding for leaseholds and depress the
price for such leaseholds. Although the leaseholds involved in the conspiracy spanned the entire
Anadarko Basin, the alleged conspiracy took place in Oklahoma where both companies were
organized and headquartered. The executives who would have been involved in the conspiracy
are presumably all located in Oklahoma. As Defendants have provided through Mr. Gispon’s
affidavit, the employees involved in this transaction are all located in Oklahoma. These
witnesses live more than 100 miles away from Kansas City, so they would not be subject to this
Court’s subpoena power. 32 And there is no evidence that they would be unwilling to voluntarily
travel to Kansas. Nonetheless, the Court is persuaded that deposition testimony of these
witnesses may not be satisfactory given the significance and materiality of their potential
testimony in this case.
Plaintiffs cite Wiston XXV Limited Partnership v. Brophy, Gestal, Knight & Co.33 for the
proposition that the Court must deny transfer where the moving party has not made a showing
that the non-party witnesses may refuse to travel for trial. The Court finds this case does not
stand for such a proposition and is distinguishable. In Wiston, the plaintiff was a Kansas limited
partnership with general partners who were both Kansas residents, and the defendants moved to
transfer the case to the Southern District of New York.34 The court considered the fact that the
Fed. R. Civ. P. 45(c)(1)(A) (“A subpoena may command a person to attend a trial . . . within 100 miles of
where the person resides, is employed, or regularly transacts business in person.”). By contrast, should the trial be
located in Oklahoma City, the non-party witnesses would be subject to compulsory process under Fed. R. Civ. P. 45.
No. 90-2145, 1991 WL 33611 (D. Kan. 1991).
Id. at *1.
defendant offered four witnesses outside of the subpoena power of the court, while the plaintiff
had one key witness who was outside the subpoena power of the New York court.35 The Court
denied transfer because it reasoned “[t]ransfer based on convenience of witnesses is only
warranted if the inconvenience of the defendants’ witnesses far outweighs that which plaintiff’s
witnesses will experience upon transfer.”36
Here, the Court has already found that Plaintiffs are not Kansas residents, and that
Defendants are Oklahoma residents. Defendants have provided a list of non-party witnesses who
have important testimony related to the transaction at issue. Many are top executives who
presumably were involved with this transaction and other similar acquisitions, so the Court finds
they will likely have material testimony. These witnesses are all living in the Oklahoma City
area, which is outside this Court’s subpoena power. These witnesses would be free to refuse to
testify. Plaintiff has not offered a single key witness located in Kansas nor a single key nonparty witness who would refuse to testify should this case be transferred to Oklahoma. Thus,
using the reasoning employed in Wiston, the Court finds that transfer is warranted because the
convenience of Defendants’ witnesses clearly outweighs that of Plaintiffs’ witnesses, given that
no showing has been made that any reside in Kansas or would refuse to testify in Oklahoma.
Defendants have satisfied their burden in demonstrating inconvenience to witnesses whereas
Plaintiffs have not countered with any similar evidence.
The convenience factor weighs in favor of transfer given the specific witnesses identified
by Defendants, the uncertainty about the non-party witness’ willingness to travel to Kansas for
trial, the unsatisfactory nature of using their deposition testimony at trial, and the lack of
Id. at *2.
evidence that any material witness to this dispute is located in Kansas or unwilling to travel to
Oklahoma for trial.
Cost of Making Necessary Proofs
Defendants argue that all or nearly all of the witnesses are within a short driving distance
of Oklahoma City, where the courthouse for the Western District of Oklahoma is located, as
opposed to 350 miles away from Kansas City. Defendants argue trial would be more expensive
in Kansas City because nearly all of these witnesses would need to travel a significant distance.
While the Court could not discern Plaintiffs’ response, Plaintiffs generally argue that there is a
great connection between Kansas and the facts at issue. As the Court explained above, the only
connection to Kansas is the underlying leaseholds. Plaintiffs do not allege the witnesses are
located in Kansas, the evidence is located in Kansas, or any other facts relating to Kansas.
Again, Defendants have met their burden to establish many of the witnesses would need to travel
to attend trial in Kansas whereas Plaintiffs have not countered with any evidence. Thus, the
Court finds that this factor weighs in favor of transfer.
Difficulties that May Arise from Congested Dockets
“When evaluating the administrative difficulties of court congestion, the most relevant
statistics are the median time from filing to disposition, median time from filing to trial, pending
cases per judge, and average weighted filings per judge.”37 The most recent statistics from a
twelve-month period ending in December 2016 reflect that the median time from filing to
disposition of civil cases in the District of Kansas is 7.6 months; the Western District of
Oklahoma is 8.7 months.38 In Kansas, the median time from filing to trial is 22.7 months; while
Emp’rs Mut. Cas. Co. v. Bartile Roofs, Inc., 618 F.3d 1153, 1169 (10th Cir. 2010).
See Federal Court Management Statistics, Comparison Within Circuit, available at
http://www.uscourts.gov/statistics/table/na/federal-court-management-statistics/2016/12/31-3 (Dec. 31, 2016).
the Western District of Oklahoma is 34.2 months. In Kansas, there are 629 pending cases and
375 weighted filings per judge. In the Western District of Oklahoma, there are 253 pending
cases and 283 weighted filings per judge. Although Western Oklahoma has a slightly longer
median time from filing to disposition and from filing to trial, it has substantially less pending
cases and weighted filings per judge. The Court does not find these differences are significant in
the transfer analysis.
Efficient Administration of Justice
The Court finds this factor particularly important to the § 1404(a) analysis given the
Anadarko Basin Litigation, which almost exactly mirrors the litigation at issue here. In
Defendants’ briefing on this motion, Defendants compare the Complaint in this matter39 and the
initial Complaint for the first plaintiff in the Anadarko Basin Litigation.40 Both of the
Complaints track closely, sometimes even word for word.41 Defendants’ conduct at issue
appears to be identical in both cases, including timing of the conduct. The only real difference in
the allegations that the Court can discern is the plaintiffs involved and the land on which the
underlying leaseholds sit, although Plaintiffs’ land falls within the Anadarko Basin region.
Plaintiffs argue that if this case is transferred to the Western District of Oklahoma, it will
become part of the pending consolidated Anadarko Basin Litigation. Plaintiffs distinguish this
case from the Anadarko Basin Litigation because this case involves Kansas land and is not a
putative class action. Plaintiffs object to filing a consolidated complaint in the Anadarko Basin
Litigation. Plaintiffs also object to losing their counsel to the lead counsel appointed in the
Compare Doc. 28-2 ¶¶ 13 – 23 (describing the structure of the leasehold market and indictment of
Aubrey McClendon in the Anadarko Basin Litigation initial complaint) with Doc. 1 ¶¶ 14–18, 35–38 (describing the
structure of the leasehold market and indictment of Aubrey McClendon).
Anadarko Basin Litigation. However, Plaintiffs ultimately concede that for purposes of
efficiency, the matters may be consolidated for purposes of discovery.
The pendency of related litigation in another forum is a proper factor to consider in
resolving choice of venue questions.42 Twelve federal actions pending and consolidated in the
Western District of Oklahoma allege nearly identical factual and legal issues. Ultimately, these
cases, including the matter before this Court, turn on whether there was a bid rigging conspiracy
between SandRidge and Chesapeake during acquisition of oil and gas leaseholds in the Anadarko
Basin region. The evidence and witnesses presented will likely heavily overlap. Ultimately,
whether or not this case is consolidated in the Anadarko Basin Litigation, it does not serve the
efficient administration of justice to have these claims considered in two separate district courts.
The Court also finds Plaintiffs’ attempt to distinguish this case from the Anadarko Basin
Litigation unavailing. First, the Anadarko Basin Litigation does involve land in Kansas.43 Even
if no current plaintiffs have land in Kansas, the original complaint concerns the entire Anadarko
Basin region, which includes Sumner, Harper, and Kingman Counties in Kansas.44 Second, the
fact that this case is not meant to be a class action is properly considered by the transferee court.
The Court is not aware nor have the parties alleged that the Anadarko Basin Litigation has been
certified as a class action, so this is not a consideration ripe at this point. Further, Plaintiffs do
not address whether they could opt out from the potential class action.45 This Court declines the
Schecher v. Purdue Pharma LP, 317 F. Supp. 2d 1253, 1261 (D. Kan. 2004).
Further, Plaintiffs do not elaborate why it is relevant that their case involves only Kansas land, and given
the elements of the underlying Sherman Act claim, the Court cannot discern why this would affect the outcome of
Doc. 28-2 at 6 n.3 (defining Anadarko Basin region to include such counties).
The original complaint filed in the Anadarko Basin Litigation asserts a class action pursuant to Fed. R.
Civ. P. 23(b)(2) and 23(b)(3). Doc. 28-2 ¶ 24.
invitation to consider the effect of the class action certification as it is merely speculative at this
The Court is also not persuaded that the fact that Plaintiffs do not want to join the
consolidated proceeding is a consideration that carries weight in this analysis. Yet again,
Plaintiffs fail to cite law that this Court should ignore the pending consolidated proceeding —
considering nearly identical cases— in favor of Plaintiffs’ concerns regarding a consolidated
complaint and appointed counsel. Again, this Court finds that the transferee court is better
positioned to consider Plaintiffs’ concerns regarding consolidation. Plaintiffs may assert the
right to counsel and its own complaint when and if this matter becomes consolidated.
In conclusion, because of the similarities in this action and the Anadarko Basin
Litigation, transfer to the Western District of Oklahoma is warranted to facilitate the interest of
justice and avoid inconsistent results. If this Court were to refuse to transfer, two district courts
would be simultaneously litigating nearly identical factual and legal issues involving identical
defendants, which is neither efficient nor convenient to the parties. Given that Plaintiffs agree
this may be consolidated with the Anadarko Basin Litigation for purposes of discovery, the
Court is only further persuaded that transfer is proper for purposes of the efficiency of the
proceeding. This factor weighs in favor of transfer.
Relative Advantages and Obstacles to a Fair Trial
Plaintiffs spend a significant amount of the briefing addressing a concern that transfer
will be prejudicial because Defendants are well known and respected in Oklahoma City. For
example, Plaintiffs offer that Chesapeake’s headquarters are in Oklahoma City, Defendant Tom
Ward and SandRidge are both located in Oklahoma City, Aubrey McClendon and Defendant
Tom Ward are part of the group that brought National Basketball Association team the
Oklahoma City Thunder to Oklahoma City, and the media praised Aubrey McClendon following
his death. Plaintiffs argue that the jury pool will be biased in favor of Defendants, and Kansas
will offer a more neutral jury pool than Oklahoma. Defendants counter that many plaintiffs have
sued Defendants in the Western District of Oklahoma and are satisfied that they may achieve a
fair trial, so a fair and impartial trial is possible against Defendants.
This Court has previously rejected contentions that a fair trial is not possible in the city in
which the defendant corporations are headquartered.46 In Aramburu v. Boeing Co., the Court
considered whether a fair trial was possible in Wichita, Kansas against Boeing, which is
headquartered in Wichita, actively involved in the Wichita community, and employs a large
number of Wichita residents.47 The Court rejected the argument that a fair trial was not possible
as it was a speculative argument and could be addressed through voir dire.48
Similar to Aramburu, the Court acknowledges that Defendants are headquartered or
important figures in Oklahoma City. However, the Court agrees with the reasoning in
Aramburu. The argument that Oklahoma City residents will be unwilling to hold against
Defendants is at most speculative. The Court is confident that Plaintiffs’ concerns that
Oklahoma City residents may be biased in favor of Defendants will be adequately addressed
through voir dire of the prospective witnesses.49
Further, the Court disagrees with Plaintiffs’ position that the media has irreversibly
biased the jury pool in favor of Defendants. The allegedly sterling reputation that Defendant
Chesapeake and SandRidge, along with their executives, have enjoyed has undoubtedly been
Aramburu v. Boeing Co., 896 F. Supp. 1063, 1064 (D. Kan. 1995). See also Dawson v. Spirit
Aerosystems, Inc., Nos. 08-2494, 08-2495, 2009 WL 215349, at * 3 (D. Kan. Jan. 29, 2009) (refusing to transfer
based on alleged jury bias in favor of defendant Spirit Aerosystems, which was a large employer in Wichita).
Id. at 1065.
Callahan v. Bledsoe, No. 16-2310, 2017 WL 1303269, at *5 (D. Kan. Apr. 6, 2017).
tainted following Aubrey McClendon’s indictment for these exact allegations. While Plaintiffs
offer numerous positive media portrayals of Defendants, the Court has no doubt there was a large
amount of media coverage following Aubrey McClendon’s criminal indictment. The Court is
simply not persuaded that the jury pool in Oklahoma has been irreversibly tainted in favor of
Defendants, especially given the criminal indictment that spurred this litigation, such that a fair
trial would be impossible.
Also, as Defendants correctly point out, the jury pool is not only Oklahoma City
residents. The jury pool for the Western District of Oklahoma is drawn from 40,000 people.50
These names are drawn from eleven counties, which include cities like Guthrie, Chickasha, Pauls
Valley, and Shawnee. Thus, the jury pool will include jurors from cities other than Oklahoma
City. The Court is also persuaded that the Western District of Oklahoma has tried cases in
Oklahoma City involving Chesapeake as a litigant, and fair and impartial juries have been
Ultimately, the Court finds this factor neutral because either Kansas or Oklahoma will
provide a fair trial to the parties.
The remaining factors are either irrelevant or neutral. This case is brought under the
Sherman Act, which is federal law. Given this is federal law, there is no question about the
enforceability of the judgment or the ability of a federal judge to apply federal law in Oklahoma.
Likewise, there are no anticipated issues of conflicts of laws. Defendants do not offer other
considerations that weigh in favor of transfer.
See, e.g., Chesapeake Energy Corp. v. TXD Servs. LLP, No. 07-CV-00318, 2008 WL 2388423 (W.D.
Okla. May 14, 2008) (awarding $11 million verdict following jury trial to counterclaimant TXD Services for breach
of oil drilling contract).
The Court finds that Defendants have met the heavy burden of showing that the factors
weigh strongly in favor of a transfer to the Western District of Oklahoma. Indeed, the present
action reflects a classic example of a case that ought to be transferred. Plaintiffs are not residents
of the chosen forum, so the Court does not give weight to this consideration as it normally
would. While the underlying leaseholds are situated on land in Kansas, Plaintiffs allege this is
the only significant connection to Kansas. The Court does give some weight to this factor for
denying transfer. However, every other factor weighs heavily in favor of transfer or is neutral.
The witnesses to prove or disprove the claims are in Oklahoma, so the convenience to the
witnesses and cost of making necessary proof weigh heavily in favor of transfer. The matter
pending before the Western District of Oklahoma, the Anadarko Basin Litigation, is nearly
identical to this case, so this will assist in the efficient administration of justice. Where
Defendants have met their hefty burden to produce evidence in favor of transfer, Plaintiffs have
done little rebut most of Defendants’ contentions. Thus, this case is properly transferred.
IT IS THEREFORE ORDERED BY THE COURT that Defendants’ Motion to
Transfer Venue (Doc. 27) is granted. This matter is transferred to the United States District
Court for the Western District of Oklahoma for further proceedings.
IT IS FURTHER ORDERED BY THE COURT that Defendants’ Motion for a
Hearing on the Motion to Transfer (Doc. 29) is denied as this matter was considered on the
briefing without need for argument.
IT IS SO ORDERED.
Dated: April 18, 2017
S/ Julie A. Robinson
JULIE A. ROBINSON
UNITED STATES DISTRICT JUDGE
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