Harding v. Viking Internatl. Resources Co., Inc.
1 N.E.3d 872
Ohio Ct. App.2013Background
- Original oil and gas leases involved Henry and Zelda Fry as lessors and Carlton Oil Corporation as lessee, each containing an anti-assignment clause.
- Carlton allegedly assigned all lease interests to Viking International Resources Company, Inc. in 2011 without written consent from the lessors (Appellees).
- Carlton and Viking executed and recorded assignments only between Carlton and Viking; Appellees were not parties to the assignments and did not consent in writing.
- Appellees began receiving royalty payments from Viking after returning a W-9 form and cashed Viking royalty checks for about eight months before objecting in May 2012.
- Appellees filed suit August 1, 2012, seeking to declare the leases void; Viking answered and counterclaimed to quiet title in its favor.
- Trial court denied Viking’s summary judgment and granted partial summary judgment for Appellees, holding the assignments void but leaving Carlton as lessee on the leases.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Were the assignments void for lack of written consent? | Harding argues anti-assignment clause prohibited without consent. | Viking contends ordinary contract principles apply; the clause is enforceable to bar assignment. | Yes; anti-assignment clause enforced and assignments void. |
| Whether equitable defenses (waiver/estoppel/ratification) nullify the contractual prohibition on assignment. | Harding maintains no waiver or estoppel; conduct cannot validate an impermissible assignment. | Viking asserts plaintiffs ratified/waived by accepting payments and benefits. | Equitable defenses do not validate the assignment; contract controls. |
Key Cases Cited
- Harris v. Ohio Oil Co., 57 Ohio St. 118 (Ohio Supreme Court 1897) (oil and gas lease rights governed by contract terms)
- Alexander v. Buckeye Pipe Line Co., 53 Ohio St.2d 241 (1978) (contract interpretation of written instruments; ordinary meaning of terms)
- Gomolka v. State Auto. Mutl. Ins. Co., 70 Ohio St.2d 166 (1982) (words in contracts given their natural meaning for contract interpretation)
- Pilkington N. Am., Inc. v. Travelers Cas. & Sur. Co., 112 Ohio St.3d 482 (2008) (anti-assignment clauses enforceable when clear and explicit in contract)
- Litton v. Geisler, 80 Ohio App. 491 (1945) (landowners' acceptance of royalties does not automatically waive breach unless forfeit.)