James Colborn Revocable Trust v. Hummon Corp.
117584
| Kan. Ct. App. | Dec 8, 2017Background
- Hummon Corp. leased a saltwater disposal well on Landowners' property; Landowners sued in 2015 claiming Hummon was a holdover and sought ~ $62,987 for use (2009–2014).
- The parties executed a written mediation agreement settling the dispute: Hummon would pay $42,500 and remove well equipment; Landowners would dismiss the suit, assign any interest in the Atlas steel pipeline, and grant an easement to access that pipeline "for purposes of producing gas from the Chapin‑Smith field."
- After mediation the parties disputed the scope of the pipeline easement (whether Hummon could use it for other gas or install additional pipelines).
- The district court enforced the written mediation agreement, found it supported by consideration, limited Hummon’s easement use to producing gas from the Chapin‑Smith field, and allowed only implied rights reasonably necessary to operate the pipeline safely (no right to lay new pipelines or transport gas from other fields).
- Hummon appealed, arguing lack of consideration, a failed condition precedent, vagueness/indefiniteness, and that the district court construed the agreement too narrowly.
Issues
| Issue | Plaintiff's Argument (Landowners) | Defendant's Argument (Hummon) | Held |
|---|---|---|---|
| Enforceability for lack of consideration | Settlement and mutual promises created valid consideration | No benefit to Hummon because it already had rights to transport gas | Enforced: written, signed settlement presumed to have consideration; termination of suit and mutual promises suffice |
| Condition precedent (raised on appeal) | N/A (issue not raised below) | Agreement conditioned on an assignment; no assignment occurred, so agreement unenforceable | Not reached: Hummon failed to preserve issue for appeal; condition precedent is factual and was not argued below |
| Vagueness/indefiniteness | Agreement was specific enough to settle the well dispute; scope could be judicially determined | Material terms (e.g., easement scope) left undecided; no meeting of minds | Agreement not void for vagueness; material terms of settlement were agreed and court could determine access scope |
| Contract interpretation / scope of easement | Language "for purposes of producing gas from the Chapin‑Smith field" is exclusive; easement limited to that use plus necessary safe operation | Hummon should be allowed to lay additional pipeline and transport gas from other fields; district court frustrated Hummon’s bargain | Affirmed: plain language limits easement to Chapin‑Smith field; expressio unius applies; implied rights confined to what is reasonably necessary to operate the pipeline safely |
Key Cases Cited
- Puritan‑Bennett Corp. v. Richter, 8 Kan. App. 2d 311 (written contract requires consideration presumption)
- Sutherland v. Sutherland, 187 Kan. 599 (forbearance of doubtful claim supplies consideration for settlement)
- State ex rel. Ludwick v. Bryant, 237 Kan. 47 (presumption of consideration for written, signed contracts)
- Wallerius v. Hare, 194 Kan. 408 (definition and effect of condition precedent)
- Mohr v. State Bank of Stanley, 244 Kan. 555 (contract unenforceable for vagueness if intent cannot be ascertained)
- O'Neill v. Herrington, 49 Kan. App. 2d 896 (settlement contracts require agreement on material terms; court may resolve nonmaterial discrepancies)
- Liggatt v. Employers Mut. Casualty Co., 273 Kan. 915 (contract interpretation determined from plain language)
- Wood River Pipeline Co. v. Willbros Energy Servs. Co., 241 Kan. 580 (intent and common meaning govern contract interpretation)
- Degollado v. Gallegos, 260 Kan. 169 (expressio unius est exclusio alterius applied in contract interpretation)
