Amco Energy, Inc. v. Tana Exploration Co. (In re Capco Energy Inc.)
669 F.3d 274
5th Cir.2012Background
- Capeo Energy sued Ryder Scott, Tana, TRT, and Tristone in a bankruptcy adversary proceeding seeking rescission and damages arising from Capeo's purchase of Gulf of Mexico oil and gas reserves from Tana.
- Tana engaged Tristone to market the Properties and Ryder to review data and prepare the April 1, 2006 Reserve Report for use in the deal.
- The Confidential Evaluation Brochure (CEB) and the PSA contained strong disclaimers of accuracy and urged independent due diligence by Capeo.
- Capeo signed a confidentiality agreement and a PSA that stated Capeo relied on its own due diligence and disclaimed reliance on Tana/Tristone representations.
- A June 9, 2006 meeting at Capeo’s request featured Ryder presenting the April 1, 2006 Report; Ryder invoiced Capeo for the meeting; closing occurred August 31, 2006.
- Capeo later filed for bankruptcy in 2008 and asserted claims of professional negligence and fraud; the bankruptcy court granted summary judgment for Ryder et al., which the district court affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Ryder owed Capeo a duty under an implied contract | Capco argues an implied contract to provide independent re-evaluation | Ryder contends no such duty; only presentation of preexisting reports | No implied contract; duty limited to presented reports under prior engagement |
| Whether Capeo could rely on Ryder’s reserve representations | Capco relied on Ryder’s assurances about April 1, 2006 Report | PSA waived reliance on prior representations | Reliance waived by PSA; fraud claim fails on reliance |
| Whether waivers of reliance bar fraud claims against Tana/TRT/Tristone | Fraud vitiates mutual assent; waiver ineffective | Waiver-clause in PSA bars reliance-based fraud claims | Waiver/notice provisions bar fraudulent inducement claims under Tex. law |
| Whether summary judgment was appropriate on professional negligence claim | Capco asserts Ryder owed duty to provide independent evaluation | No duty beyond presenting the April 1, 2006 Report; no contract for independent re-evaluation | No genuine issue of material fact on duty; Ryder not liable on professional negligence |
Key Cases Cited
- Great Plains Trust Co. v. Morgan Stanley Dean Witter & Co., 313 F.3d 305 (5th Cir.2002) (duty threshold in negligence cases; professional duty from contract)
- Forest Oil Corp. v. McAllen, 268 S.W.3d 51 (Tex. 2008) (waiver of reliance can bar fraud claims)
- Schlumberger Tech. Corp. v. Swanson, 959 S.W.2d 171 (Tex.1997) (fraudulent inducement defenses under Tex. law; reliance clauses testable)
- Armstrong v. American Home Shield Corp., 333 F.3d 566 (5th Cir.2003) (contractual reliance and duty standards in professional contexts)
- LHC Nashua Partnership, Ltd. v. PDNED Sagamore Nashua, L.L.C., 659 F.3d 450 (5th Cir.2011) (reliance waiver against fraud claims; contract controls)
- Italian Cowboy Partners, Ltd. v. Prudential Insurance Co. of Am., 341 S.W.3d 323 (Tex.2011) (interpretation of reliance and contract terms in disclosure cases)