BP America Production Co. v. Chesapeake Exploration, LLC, 747 F.3d 1253

Chesapeake Exploration, L.L.C. and Chesapeake Investments appeal after BP America Production Company obtained a district court judgment for $22,265,302 plus interest and after an order awarding BP approximately $1.4 million in attorneys’ fees and costs.
The PSA between Chesapeake (seller) and BP (purchaser) allowed adjustments to the purchase price for title defects or benefits discovered before closing, with a $35,000,000 aggregate defect threshold before adjustments affected price.
Disputed title defects totaled about $116,234,556; after subtracting the threshold, BP was owed roughly $81,234,556, and title arbitration proceeded on defects and benefits.
An accounting arbitration settled $59.857 million as the minimum price adjustment, while title arbitration awarded BP about $11.5 million in defects and Chesapeake $3.7 million in benefits, yet the panel left open how these awards impacted the final price.
Chesapeake withheld $22 million pending title arbitration results; BP sought that amount plus the $11.5 million title arbitration award in enforcement, and Chesapeake contested the panel’s jurisdiction and scope.
The district court ultimately entered judgment for BP on the counterclaim for $22,265,302 and later awarded BP fees; Chesapeake appeals on jurisdiction, waiver, and fee issues, while BP cross-appeals on the arbitration awards.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the district court had jurisdiction to adjudicate BP's counterclaim beyond confirming the award	BP contends jurisdiction exists and counterclaim fits within proceedings beyond mere FAA review	Chesapeake argues counterclaim was outside the panel's scope and thus improper	Waiver; district court could adjudicate counterclaim
Whether BP's counterclaim is barred by res judicata	BP asserts no final judgment forecloses the claim; counterclaim preserved	Chesapeake argues claim preclusion applies due to arbitration outcome	Not precluded; no final judgment on BP's counterclaim and preservation shown
Whether BP's counterclaim is cognizable under the FAA in a confirmation proceeding	BP maintains counterclaim is permissible in this context	Chesapeake cites limits on counterclaims in FAA proceedings	Counterclaims allowed; proceedings not limited to summary confirmation
Whether the district court properly awarded BP attorneys’ fees and costs	BP should recover fees as prevailing party and the district court acted within discretion	Chesapeake argues fees were improper or unreasonable and should be limited	Fees affirmed; district court did not abuse discretion

Hall St. Assocs., L.L.C. v. Mattel, Inc., 552 U.S. 576 (U.S. 2008) (limits scope of judicial review under FAA; not applicable as broad review here)
Booth v. Hume Pub., Inc., 902 F.2d 925 (11th Cir. 1990) (counterclaims in confirmation proceedings; discusses scope)
MACTEC, Inc. v. Gorelick, 427 F.3d 821 (10th Cir. 2005) (claim preclusion and final judgment standards in circuit)
Lloyd's of London v. North Am. Van Lines, 829 P.2d 978 (Okla. 1992) (prevailing party under Oklahoma law requires affirmative judgment)
Atwood v. Atwood, 25 P.3d 936 (Okla. Civ. App. 2001) (precedent on prevailing party and fee-shifting under Oklahoma law)
Welling v. Am. Roofing & Sheet Metal Co., 617 P.2d 206 (Okla. 1980) (dual prevailing-party outcomes; result-oriented standard)