Renaissance Alaska, LLC v. Rutter & Wilbanks Corp., 263 P.3d 35

Renaissance Resources Alaska, LLC and Rutter and Wilbanks Corporation partnered to develop a federal lease in the National Petroleum Reserve-Alaska and acquired the working interest and most of the net-revenue interest (NRI).
They formed Renaissance Umiat, LLC (Umiat LLC) contributing the lease rights but retaining a 3.75% overriding royalty interest (ORRI) for themselves; no express agreement discussed the 3.75% ORRI between Renaissance and Rutter.
Rutter later forfeited its interest in Umiat LLC for failing to meet capital contribution obligations, and Renaissance sought to determine who owned the 3.75% ORRI.
Key later steps included an $1 million bridge loan with a 0.75% ORRI to lenders and a plan to transfer an 80% NRI to Umiat LLC, leaving a 3.75% ORRI as the residual.
The superior court held that Rutter owned half of the 3.75% ORRI and found no implied term that would cause forfeit of that share if Rutter failed to contribute to minimum spend requirements.
On appeal, Renaissance argued it held legal title to the ORRI and that any sharing or forfeiture issues should be resolved in equity or through implied terms.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Rutter owns half of the 3.75% ORRI	Rutter argues title to the ORRI is shared, not exclusively with Renaissance.	Renaissance contends it holds legal title; Rutter can only obtain via equitable remedy.	Rutter owns half of the 3.75% ORRI.
Whether there is an implied term that Rutter forfeits its ORRI share for non-contribution	Renaissance contends a gap exists allowing forfeiture via implied term.	Renaissance argues the missing term should be read to forfeit Rutter's ORRI if it does not contribute.	No implied term forfeiting Rutter's half of the ORRI.

Klondike Indus. Corp. v. Gibson, 741 P.2d 1161 (Alaska 1987) (constructive trust and title rules for equitable remedies)
Casey v. Semco Energy, Inc., 92 P.3d 379 (Alaska 2004) (gap-filling to ensure fairness when essential terms omitted)
Rego v. Decker, 482 P.2d 834 (Alaska 1971) (courts may fill gaps to reflect reasonable expectations)
Dugan v. Atlanta Cas. Cos., 113 P.3d 652 (Alaska 2005) (contract interpretation standard and de novo review)
Simmons v. Ins. Co. of N. Am., 17 P.3d 56 (Alaska 2001) (contract interpretation framework and extrinsic evidence considerations)
Gilbert M. v. State, 139 P.3d 581 (Alaska 2006) (standard for interpreting contract provisions and related evidentiary review)
Winston J. v. State, Dep't of Health & Soc. Servs., Office of Children's Servs., 134 P.3d 343 (Alaska 2006) (standards for reviewing factual findings and legal conclusions)