Lamar Hunt Trust Estate v. H H E Energy Co et al

Filing 47

ORDER: IT IS ORDERED that 38 MOTION for Reconsideration re 37 Order on Motion to Compel Joinder is DENIED. IT IS FURTHER ORDERED that 44 Motion to Strike is DENIED AS MOOT. Signed by Magistrate Judge Carol B Whitehurst on 10/30/2018. (crt,Chicola, C)

UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF LOUISIANA
LAFAYETTE DIVISION

LAMAR HUNT TRUST ESTATE

CASE NO. 6:18-CV-00654

VERSUS

UNASSIGNED DISTRICT JUDGE

H H E ENERGY CO ET AL

MAGISTRATE JUDGE WHITEHURST

ORDER
Before the undersigned is Defendants, HHE Energy Co. (“HHE”) and XH,
LLC’s (“XH”) and Wagner Oil Company’s (“Wagner”) (collectively referred to as
“Defendants”), Objections To, And Motion For Reconsideration Of The Magistrate
Judge’s Ruling On Defendants’ Motion To Compel Joinder [Rec. Doc. 38] and
Plaintiff, Lamar Hunt Trust Estate’s (“LHTE”), Motion To Strike Defendants’
Motion For Reconsideration [Rec. Doc. 44], alternatively, Opposition to
Defendants’ Motion For Reconsideration [Rec. Doc. 45]. For the reasons that follow,
the Motion For Reconsideration will be DENIED and Plaintiff’s Motion To Strike
will be DENIED AS MOOT.
The record provides that Defendants/Assignors entered into an Assignment of
Record Title Interest in Federal OCS Oil and Gas Lease and an Assignment and Bill
of Sale with Conn Energy, Inc. (“Conn Energy”) and LHTE (collectively referred to
as “Assignees”), whereby Assignors assigned to Assignees all of their undivided

interest in and to the West Cameron Block 171, effective October 4, 2010. As a result
of the Assignment, Conn Energy became a 99.79580% owner and LHTE became a
0.2042% owner of the Assets. The parties conditioned the effectiveness of the
Assignment upon receiving approval by the Bureau of Ocean Energy, Management,
Regulation, and Enforcement (“BOEMRE”). Although the Assignment was
submitted to BOEMRE for approval, BOEMRE did not give its approval of the
Proposed Assignment. Plaintiff filed this action against Defendants seeking a
declaration that because the Assignment was never approved by the BOEMRE, it is
void and without effect, and the rights and obligations of the Parties vis-à-vis the
Assets remain as if the Assignment never existed. Plaintiff alleged that its claim
against Defendants/Assignors are in connection with “the decommissioning and
abandonment of platforms, pipelines, wells and related appurtenances” involving the
Assets. R. 1, ¶5.
On July 13, 2018, Defendants/Assignors filed the motion to compel joinder
of Conn Energy at issue in the instant motion. They contended that as an Assignee
and 99.79580% owner of the Assets, Conn Energy must be joined as a necessary
party in order to effect any invalidation of the Assignment. Defendants/Assignors
specifically contended that the absence of Conn Energy would potentially expose
them to a later identical lawsuit by Conn Energy.

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LHTE opposed the motion stating that mandatory joinder of Conn Energy was
not necessary because Conn Energy’s corporate charter was terminated effective
September 22, 2017 and only the receiver or liquidator appointed for the corporation
is the proper plaintiff to sue to enforce a right of the corporation. Because a receiver
or liquidator was never appointed for Conn Energy, it cannot be joined and the case
should proceed without it.
The Court disagreed with LHTE finding that if LHTE prevailed in voiding the
Assignment, Conn Energy’s ownership interest would be adversely affected as it
would decrease from approximately 99% to approximately 75%. On the other hand
if LHTE did not prevail in voiding the Assignment, Conn Energy would be
responsible for its 99% of the maintenance and monitoring costs associated with the
Assets. The Court concluded that Conn Energy’s absence would potentially expose
Defendants to another identical lawsuit and therefore, it was necessary that a
liquidator be appointed for Conn Energy.
In determining that a liquidator be appointed, the Court was required to
consider the choice and payment of the liquidator. The Court turned to La. R.S. §
12:1-1445, which specifically addresses the appointment of a liquidator for a
terminated corporation and states that “the appointment of the liquidator under this
Section shall be paid by the party seeking the appointment, subject to reimbursement
from any undistributed assets of the corporation or the proceeds of their disposition.”
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The Court held that because Defendants/Assignors filed the motion requiring the
joinder of Conn Energy, and hence, the appointment of a liquidator,
Defendants/Assignors should be allowed the opportunity to choose the liquidator the
statute required them to pay for.1
Defendants filed a Motion To Reconsider moving this Court to reconsider its
order that Defendants pay for the liquidator. R. 38. LHTE filed a Motion to Strike
Defendants’ Motion, R. 44, and alternatively, an Opposition to Defendants’ Motion.
R. 45. A motion seeking “reconsideration” such as the instant motion may be
construed under Federal Rule of Civil Procedure 59(e). Shepherd v. Int'l Paper Co.,
372 F.3d 326, 328 n.1 (5th Cir. 2004). Rule 59(e) serves the narrow purpose of
allowing a party to correct manifest errors of law or fact or to present newly
discovered evidence. Templet v. HydroChem Inc., 367 F.3d 473, 478 (5th Cir. 2004).
As stated in LHTE’s Opposition, “Defendants make none of these showings …
[they] offer no new evidence, identify no intervening change in the law, and fail to
allege anything beyond mere disagreement with the magistrate’s findings in support
of their request. Indeed, the Motion is nothing more than a rehashing of an argument
previously made by Defendants.” R. 45.

1

The Court further notes that this lawsuit was filed because of the breach and/or failure of a suspensive condition in
Defendants/Assignors’ contract of assignment with LHTE and Conn Energy. Also, Conn Energy was found to be a
feasible party based on Defendants/Assignors’ argument that they would suffer another lawsuit it Conn Energy was
not joined.

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The Court agrees. In their motion, Defendants continue to argue that LHTE
should pay for the liquidator. They contend that as the plaintiff who filed this lawsuit,
LHTE will ultimately be required to amend its complaint to add Conn Energy as a
plaintiff or defendant and therefore should also be required to appoint and pay all
expenses of retaining a liquidator. Citing six (6) cases,2 they state that the
jurisprudence is “well settled” that LHTE should select and cover all costs and
expenses of a liquidator in this case. The Court has reviewed each of the cases cited
by Defendants. While each case orders that the plaintiff amend its complaint to join
the necessary party, there is nothing in the cases even mentioning the appointment
of a receiver or liquidator, much less the payment of a receiver or liquidator.
Moreover, the Court finds that if, in a case such as this one, the statute is interpreted
as Defendants argue─that the plaintiff who filed the lawsuit and must amend the
complaint to add the necessary party must also pay for the liquidator─then the
plaintiff will always be required to pay for the liquidator as only the plaintiff can
amend its complaint and add the party requiring a liquidator. Such an interpretation
would render the statute meaningless. See McLane S., Inc. v. Bridges, 84 So.3d 479,

2

Barfield v. Hunt Petroleum Corp., 2009 WL 3171292, at *1 (W.D. La. Sept. 30, 2009) (ordering that the plaintiff’s
failure to join the necessary parties within thirty days would result in dismissal of the action.); Conerly Corp. v.
Regions Bank, 668 F.Supp.2d 816, 831 (E.D. La. 2009); Hockerson-Halberstadt, Inc. v. New Balance Athletic Shoe,
Inc., 2009 WL 10679734, at *3 (E.D. La. June 4, 2009); Hockerson-Halberstadt, Inc. v. Nike, Inc., 779 F.Supp. 49,
54 (E.D. La. 1991); Morse v. Bank One, 2003 WL 23095588, at *2 (E.D. La. Dec. 23, 2003); English v. Seaboard
Coast Line R. Co., 465 F.2d 43, 47-48 (5th Cir. 1972); Ellias v. Ellias, 94-1049, p. 6 (La. App. 3 Cir. 3/1/95); 651
So.2d 939, 942, writ denied, 95-0832 (La. 5/5/95); 654 So.2d 333.

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483 (La. 1/24/12) (Courts should give effect to all parts of a statute and, if possible,
should not give a statute an interpretation that makes any part superfluous or
meaningless.).
Accordingly,
IT IS ORDERED that Defendants, HHE Energy Co. and XH, LLC’s and
Wagner Oil Company’s Objections To, And Motion For Reconsideration Of The
Magistrate Judge’s Ruling On Defendants’ Motion To Compel Joinder [Rec. Doc.
38] is DENIED.
IT IS FURTHER ORDERED that Plaintiff, LHTE’s, Motion To Strike is
DENIED AS MOOT.
THUS DONE AND SIGNED this 30th day of October, 2018 at
Lafayette, Louisiana.

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