*1 for bill the second element of their Accordingly, the trial court
of review. appellees’ 2013 MSJ on
properly granted grounds. See
traditional and no-evidence
Hamilton, 426; Willrich, 249 S.W.3d at
S.W.3d at 23. 'af- appellants’
We overrule issues and judgment.
firm the trial court’s EXPLORATION,
CLAY
INC., Appellant OPERATING,
SANTA ROSA
LLC, Appellee.
No. 14-13-00042-CV. Texas, Appeals
Court (14th Dist.).
Houston
Aug. Goss,
Jay Bryan, B. Appellant. *2 Webre, Austin, Roger Jane Sherman that Kastan later left Texas moved Christi, Jr., Berlin, Corpus Jerry Reg- B. back to Baugh, Germany. Huntsville,
ister, for Appellee. requested Marathon a receiver “to take oil, charge of and execute an gas, and McCALLY, of Justices Panel consists mineral or leases” on behalf of the BUSBY, and DONOVAN. interests, defendant owners of the mineral including Fredrick Kastan or his unknown OPINION alleged heirs.2 Marathon had made “thorough diligent but unsuccessful BUSBY, Justice. J. BRETT effort” to locate the heirs. Marathon also case, appointed In a receiver alleged that it owned a leasehold estate in of the Civil Practice and 64.091 the relevant tracts and would be unable to executed an oil and gas Remedies Code drill, unitize, develop, pool, produce, and appellant Clay Exploration, lease to Inc. operate the mineral interests if a receiver Clay appeals the trial court’s deny- appointed. ing motion to confirm the receiver’s The appointed trial court Charles Ket- granting appellee lease and chum to serve as receiver. The trial court Operating, L.L.C.’s motion to set aside the ordered that the receiver Clay’s primary argument lease. on shall have the hereby is is that the trial court erred in ruling that authorized and directed to deliver a the receiver lacked to execute leases, mineral with pooling Clay. lease Based on the limited law, provided as by covering authority granted in the order appointing all the Defendants’ entire mineral inter- receiver, we hold the trial court cor- ests, in, under pro- and that be rectly ruled the receiver lacked authority duced respective from the tracts of land to lease to We therefore affirm the “A,” described on Exhibit unto Mara-
trial court’s order aside the lease. thon Company, Oil which can be accom- plished by executing separate oil and
Background gas lease to Company Marathon Oil cov- Marathon Oil Company filed a ering each of the five tracts of land petition for appointment of a receiver to described on Exhibit “A” execut- lease mineral interests five tracts covering one or land. tracts; See Tex. Civ. Prac. & Rem.Code more of said the Receiver is 64.091(b) (West Supp.2014). Ann. These further authorized and shall have the tracts included County 102 acres Grimes power any enter into unitization that Frederick Kastan and Heye agreement Gustav which been duly has author- purchased in 1889.1 The record shows ized the Railroad Commission of Tex- Oliver, Acreman, 1. The surname spelled Trudy "Kastan” is also Ray "Ka- Acreman Willie ston” Creeks, or "Kasten” in certain Debose, court docu- James Brenda P. Wilson E. alleged ments. Because affidavits from the Debose, Jr., Gaston, Debbie Ann Kevin Har- heirs indicate spelling that the correct is Kas- Hill, grove, Betty Dorothy Jean Marie tan, spelling we use that here. Marks, or, persons of those are de- ceased, their Regarding unknown heirs. requested also that the receiv- here, 102-acre tract at issue interest- ership cover the mineral interests of defen- ed defendant was Frederick Kastan or his Henderson, Feggins dants Shirley Susie June unknown heirs. Acreman, Acreman, Sunday, David W. Ollie action, powers to do all acts and ship live, as and have all extent it remains not at appeal. for Receivers the Statutes issue in this provided State of Texas. receiver, also contacted the original Ketchum, who executed an oil and gas added). The trial court further (Emphasis *3 lease in of Clay favor in January 2012. that ordered According Clay, to Ketchum also “accepted negotiat- Receiver is in the successful money the bonus on behalf of the Un- sale, ing negotiation, the and execution Heirs,” known and “money Kast[a]n the delivery of a mineral lease or leases deposited with the District Clerk as covering in- Defendants’ entire mineral directed the existing receivership.” terest, the report Receiver shall the Ketchum died later that month. such to terms this Court of for confir- Santa filed a petition Rosa in interven- disallowance; any mation or mon- tion in the original Marathon receivership the ey negotiated by consideration Re- action in April Santa alleged Rosa for ceiver the execution of shall leases that Ketchum was authorized to enter into to the paid be Clerk this Court and gas only with Marathon. Court, Registry in the placed of the and Santa alleged Rosa also that it had found applying such money after consideration the unknown Kastan heirs and obtained accrued, any have or co.sts leases from them.4 Santa Rosa moved to accrue, cause, may hereafter the this set aside the and to invalidate balance and future shall payments Ketchum-Clay gas oil and lease. San- be retained the Clerk of Court in ta Rosa contended the lease was invalid Registry of this Court .... (1) Clay because “could not have obtained added). (Emphasis There is no evidence proved its entitlement to take the oil in the record that Marathon ever drilled gas lease from the Receiver since its well on tracts.3 counsel was informed that the Kast[a]n longer unknown,” heirs were no both and Santa Rosa the appointment “provided that the sought to lease the mineral in the interests Receiver was to make an oil and Resources, Tayland 102 acres. LLC ob- lease with Marathon.” tained leases from some of the non-Kastan proper- holders of mineral interests in day, Clay The next filed a motion in the ty provided funds using by Clay. Santa Marathon to confirm action its lease from petition Rosa filed a with a new cause that, Clay alleged Ketchum. although the asking number November negotiated “initial lease was be appoint court to a receiver to lease the [appointment] Marathon ... order did Tayland minerals. Resources intervened prohibit, not in fact provided for the petition and filed its own receiver to into future enter leases for the receiver; of a it later assigned its interests benefit and protection Unknown in the leases This new receiver- Heirs.” Kast[a]n trial, Clay's lawyer represented 3. At 4. Santa Rosa to its attached Memo- Ketchum had purported court that executed a lease with randum of Lease from Kastan heirs, expired by signed Marathon which its own by Irit Kroner Cohen and Tamar years to five terms three later because no well Santa Kroner Cohen. Rosa also introduced however, Kastan, Kastan, Our appeal, signed by was drilled. record on leases Klaus Edith Stuckard, copy does not contain a or an Claudia V. Thomas Alexander Gut- man, confirming order from the trial court it. and Shoshana Kroner. authority, had we do not evidentiary hearing, that the receiver holding an
After reach those issues. denying an order trial court issued lease, grant- confirm the motion to of review I. Standard and set- part, motion ing Rosa’s Santa Statutory legal and the ef Ketchum-Clay lease. The construction ting aside of law questions on which fect of a court order are specify ground order did novo based on the that we determine de stated court set plain language of the statute or order. the issues resolving was not that the court Partners, L.P. v. Operating See F.F.P. distribut- dissolving (Tex.2007); Duenez, 237 heirs.5 deposit potential funds on Treadway, Shanks v. 447- a motion to sever “the issue Clay filed *4 (Tex.2003). judg a trial court’s When lease,” and the trial the confirmation identify or does not ment of all “claims court ordered severance relied, the trial court we grounds on which validity of confirma- related and/or judgment grounds will affirm the on gas Receiver’s oil and lease to tion of the presented fully support the com final, resulting ap- in a Exploration,” Clay plained-of ruling. City See Mont Bel This followed. pealable order. LP, 222 Operating, bieu v. Enter. Prods. Analysis (Tex.App.-Houston [14th pet.); Dep’t no Britton v. Tex. Dist.] (1) Clay raises three issues: appeal, On (Tex. Justice, Crim. erroneously ruled that the the trial court App.-Houston pet.). no Dist.] [1st lacked to execute the receiver erred in set- Clay, lease to and therefore II. The trial court did not abuse its (2) lease; the receiver’s the trial ting aside setting the Ketchum- discretion refusing in' to court abused its discretion because, Clay although lease aside confirm the receiver’s lease because—hav- continued, re- erroneously ruled that the receiver ceiver was not authorized to exe- lacked trial court never —the Clay. cute or deliver a lease to question reached the whether the lease Because the trial court’s written order mistake, through into was entered inadver- identify grounds does not on which it tence, or the trial improvidence; denying Clay’s to relied motion confirm refusing court abused its discretion in to granting Santa Rosa’s motion to set there confirm the receiver’s lease because lease, Ketchum-Clay we was no evidence that receiver’s' lease of the two grounds affirm based on either mistake, through was entered into inadver- presented to the trial court. tence, issue, improvidence. or On the first See, Brasher, e.g., Carr v. we hold that the receiver’s (Tex.1989). parties’ ad- briefs only execute and deliver a lease extended grounds, ground, dress both and either Marathon, and therefore the trial court correct, support would the trial court’s rul- did not err in aside receiver’s ing. remaining lease to Because the is- regarding Taking sues the trial court’s refusal to cue from certain oral com- hearing, confirm the court at Ketchum-Clay lease assume ments subsequently appointed 5. The court a substi- in the cause. issued subject any previous tute receiver orders contending that the court Clay begins by given that “the interpreta- an incorrect ruling based its on heirs longer were no Kast[a]n unknown.” tion that a begin analysis by our addressing this 64.091 of the Practice and Remedies Civil ground because if Santa Rosa were correct stay beyond in effect Code does the receivership longer was no expiration of the initial lease.6 fur- effect, it unnecessary would be to address ther contends that because the receiver- scope of receiver authority. Ketchum’s effect,” “in the receiver was nec- ship was incorrect, We conclude that Santa Rosa is essarily to execute successive empowered however, and hold that a claim of heirship, expired. leases once the initial lease communicated process outside view, therefore, the trial court had did not alone invalidate either the receiver- discretion to confirm the or to ship or the lease. mistake,
invalidate it inadver- solely Section gives 64.091 trial courts discre- tence, improvidence. tion “appoint a receiver for the mineral with agree we Santa interest ... owned an absent defen- Rosa failed to show the actions, dant” in certain including an action longer no effect at the time of the “brought by person claiming owning Ketchum-Clay disagree ... an undivided leasehold interest under *5 interpretation authority a mineral lease of land in and that [Texas] granted to the receiver as a result of Mar- have, has one or more defendants! who petition. ap- athon’s hold the 1999 We claim, or an own undivided mineral inter- pointment order vested the receiver with est in the same property.” Tex. Civ. Prac. authority to execute and deliver a lease 64.09T(b)(l). § & Ann. Rem.Code subject or leases to to confir- Marathon — plaintiff allege such an action must and mation or did not disallowance—but confer prove diligent that he “has made a but to execute and deliver unsuccessful effort to locate the defen- leases, otherwise, number of successive or dant” and “will suffer substantial damage any party to at the receiver’s discretion. injury or unless the receiver appointed.” is ground presented Because this 64.091(c). §Id. fully trial court supports ruling, and receiver, requires The statute “[a]s affirm its order aside the receiver’s court,” “immediately: ordered Clay. successive lease to (1) execute and deliver to a lessee or suc- A. Santa Rosa failed to show the re- cessive mineral lessees leases on the out- ceivership longer was no in effect at the (2) interests; standing undivided mineral signed time Ketchum the lease with execute to a and deliver lessee or succes- assignment sive lessees an of the outstand- interest; In its motion to set aside the Ket- undivided leasehold chum-Clay con agreement first enter into a unitization author- tended lease was invalid because the ized the Railroad of Tex- Commission 64.091(f)(l-3). created, longer § receiver was no entitled to deliver as.” Id. Once 6. The trial court commented that it relied on is understandable would choose to ad- motions, first, ruling ground the entire record in on the but dress this court's oral com- change that one of its beliefs was the receiver- ments do not its written order. Rich- Tex.,Inc., ship stay expiration Higgins did not in effect after the ardson v. Johnson & 9, original except purpose (Tex.App.-Houston lease for the S.W.2d 11-12 [1st Dist.] denied). collecting distributing Although funds. writ appointment B. The 1999 order lim- long “continues as as the heirs, executing assigns, personal or his its the receiver’s
defendant appear in court in delivering fail Marathon. representatives leases to attorney to claim by agent person or raised in ground The second 64.091(e). interest.” Id. the defendant’s to set aside the Ket- Santa Rosa’s motion party disputes Neither chum-Clay lease was that the in the Marathon action court’s 1999 order that the Receiver was to “provided order undivided created lease with Mara only make an oil and in the 102 acres owned mineral interests receiver has general, thon.” “[a] heirs. by the unknown Kastan conferred the Court’s éxplieitly address how the statute does appointing Hodges, him.” Ex Parte dissolved, is sub- or when (Tex.1981).8 give 625 S.W.2d (e) makes clear continues at that.it light “in effect to an order of the literal ... “appear until the heirs least language language unambig used if that interest.” Id. claim [their] Reiss, 439, 441 uous.” Reiss v. Clay or the re- Regardless of whether (Tex.2003) (internal quotation marks omit judicial pro- ceiver had notice outside the Haworth, ted); Haworth v. purporting were to be cess that individuals (Tex.App.-Houston [14th Dist.] heirs, the record con- the unknown Kastan writ). judg no Judicial orders and alleged tains no evidence that heirs ments, instruments, “like other written are in court to claim appearance had made an to be construed as a whole toward the end their interest before Ketchum executed harmonizing giving effect to all the January 2012. Santa court has written.” Constance v. Con allege April petition in its Rosa did stance, (Tex.1976). intervention that it had located the un- *6 64.091, by permitted As the known Kastan heirs. We need not decide appointment trial court’s 1999 order “au filing appear- whether that amounted to an the receiver thorize[s] direet[s]” “to by ance in court the Kastan heirs to claim lease, leases, deliver a mineral interest, however, nothing their because law, pooling authority by provided as cov appear- the statute indicates that such an ering all the Defendants’ entire mineral ance would' the retro- dissolve ... Compa interests unto Marathon hold Oil actively. Accordingly, we added). ny.” (Emphasis pro The order the receivership failed to show was no vides that this direction “can be accom longer in effect when Ketchum executed lease, and we turn to the question plished by [1] executing separate oil and gas Company whether the order authorized lease to Marathon Oil cover Ketchum to do so.7 of the five ... ... each tracts of land holding, In so we need not and do of the law that the of the receiver is court.”); address whether the is still in given by Kelly limited to that v. today effect or whether it was in effect at the Kelly, (Tex.Civ.App.-Dallas S.W. time of the trial court’s order 1924) ("The making order the court lease. Nor do we address whether the receiv- appointment properly limits the effect of effect, ership, if still in should be dissolved— same, power as well as pending an issue still before-the trial court. appointment, receiver said care, possession, property and control of the Frost, Baumgarten 8. See also 143 Tex. pending litigation."). (1945) ("One dealing charged knowledge with a receiver is with the [2] by executing lease Rem.Code Ann. § 64.091(f). Aside from or more of covering one said tracts.” the lack of évidence our record as to the Cf. Tex. Prac. & execution, Civ. Rem.Code Ann. delivery, and confirmation of a 64.091(f)(1) that,. § (providing or- “[a]s leasfeof the Kastan heirs’ interests to Mar- court,” dered the receiver shall athon, expiration or the of that immediately “execute and deliver to a les- order does not address ... outstanding see mineral leases on the the receiver’s authority to execute or deliv- interest”). undivided mineral (cid:127) If the re- er successive leases. successfully executed, negotiated, ceiver Clay also contends that because the or leases, and delivered the lease or the order der further authorizes the receiver “to en
required
“report
him to
the terms of such
ter into any unitization agreement which
to this Court for confirmation or disallow-
has been duly authorized by the Railroad
ance.”
Commission of Texas and to do all acts and
The Ketchum-Clay
which covers
all powers provided
have
Receivers
tracts,
only
original
one of the five
does
Texas,”
the Statutes of the State of
not fall within these authorized categories
empowered
receiver was
to enter into suc
of leases. To make a valid lease to Mara
cessive
leases.
the power to en
thon,
only
step required by
additional
ter into successive leases is one contem
the 1999 appointment order was for the
statute,
plated by
64.091(f)(2),
see id.
court to confirm the lease executed and
construing “do all acts and have
powers
all
nothing
delivered
the receiver. But
provided for Receivers” as providing the
the order purports
grant
the receiver
maximum authority permitted under the
authority to execute and deliver a mineral
statute would
superfluous
render
the rest
any party except
Marathon.
paragraph
of that
of the trial court’s or
Thus, absent an amendment
to the ap
der—which grants only the power to exe
pointment
granting
the receiver the
cute and deliver
single
lease or set of
additional authority to lease to another
leases,
to Marathon. But see
party, the receiver lacks authority to exe
Constance, 544 S.W.2d at
(“Judg
cute and deliver a lease to
ExCf.
ments,
instruments,
like other written
are
306;
Hodges,
Parte
625 S.W.2d at
Baum
to be
construed
whole toward the end
garten,
803 grounds preserved that the movant for resources —on arguing and considering not rule on in- review and trial court did question again. that We have therefore judicial economy”); the interest of Wichita exercised our discretion to decide the Hart, 779, Tex. v. 917 780 County, S.W.2d question now in the interest of (Tex.1996); Lone Star Gas Co. v. R.R. economy.
Comm’n, (Tex.1989) 709, 767 711 S.W.2d curiam) (per (observing although rules Conclusion require contemplate advisory
“do not reasons, For these we affirm the trial opinions on not final issues essential court’s order aside the Ketehum- case,” disposition of a courts must also Clay lease. “full give consideration all issues raised possible to move the case as far as toward McCALLY, J., Concurring. disposition”).11 final Here, addressing McCALLY, Justice, existence SHARON receivership at the time of the Ketchum- concurring. Clay provide guidance lease will I respectfully concur. I Although agree parties resolving trial court and the majority with the opinion conclusion that multiple disputes. example, live For the trial court did not abuse its discretion existence of the is relevant to in light limiting language in the pending request to dissolve the receiv- order granting authority,- I do agree funds, ership and distribute as well as to that we should consider whether the re- allegation Santa Rosa’s is liable ceivership underlying this cause is or is exemplary
for damages because it clouded not still in effect. Santa title by taking Rosa’s a lease from appellate Under our rules we should not knowing Ketchum that the Kastan heirs’ validity reach the continued of the receiv existence made that lease invalid.12 Be- ership. The Texas Rules of Appellate Pro cause we can decide now whether the re- (a require cedure “every us to address ceivership January still existed in issue 2012 necessary decision raised and to final potential disposition that had the to resolve fully), appeal.” P. point Tex.R.App. Specifi we see no in con- 47.1. cally, the demning parties majority to waste their time determines that “a (if money claim of heirship court and communicated outside the —and appealed) this public judicial process Court to'waste scarce did not alone invalidate also, 2000, e.g., (Tex.App.-Houston 11. See pet. Chronicle Pub. Co. v. 165 [14th Dist.] Houston McMaster, 864, (Tex.Crim. d ). denie Co., App.1980); Shafighi v. Tex. Farmers Ins. 14-12-00082-CV, 1803609, No. 2013 WL at concurring opinion expresses 12. The concern 30, (Tex.App.-Houston Apr. *5 [14th Dist.] Tayland separate peti- Resources filed a 2013, I.E.F., (mem. pet.) op.); no In re tion for new that could be (Tex.App.-San S.W.3d Antonio impacted by though Tay- our decision even orig. proceeding); Worth Int’l Air Dallas/Fort party participating land Resources is not port Operators, Bd. v. Ass'n Taxicab above, however, appeal. to this As noted (Tex.App.-Dallas no Tayland assigned Clay, Resources its leases to pet.); Drilling Diamond v. Advanced Offshore addition, party who is a here. it is not Servs., Inc., Indus. & Marine No. 14-00- pursuing Tayland clear whether Re- 00087-CV, WL at *5 & n. 18 ' petition given sources' that a substitute re- 27, 2002, (Tex.App.-Houston [14th June Dist.] appointed original ceiver has been in the Mar- (not pet.) designated publication); no Boa *9 receivership athon action. Builders, Inc., 159, Brighton v. les 29 S.W.3d 804 (Tex.1996) (appellate court consider receivership or the lease” and
either the failed to show the receiv summary judgment grounds Rosa “that the that “Santa in effect when Ketchum ership was still preserved movant for review and trial Clay lease.” Such a the executed discus court did not rule on in the interest of unnecessary light in of our determi sion is case, in I judicial economy”). But “ not that the trial court did abuse nation principle would adhere to ‘the cardinal disallowing, a lease executed discretion necessary it is not restraint —if of the receiver’s authori beyond scope more, necessary decide it is not to decide ” states, opinion ty. majority As the Woods, more.’ v. 222 VanDevender judgment of the trial court may affirm the (Tex.2007) 430, (quoting PDK S.W.3d because the trial presented on basis Drug Labs. Inc. v. Ad U.S. Enforcement not judgment does state basis court’s (D.C.Cir.2004) min., 362 F.3d fully appeal resolve the upon. relied J., (Roberts, concurring)). authority. The of receiver on basis deciding a suspenders” majority no “belt and is not faced with analysis requires issue, determination because such determina present constitutional as was in Van- unnecessary disposition here, tions are Devender. See id. But there are and, thus, approach advisory. this appeal probable subsequent both collateral and 47.1; Tex.R.App. See P. S. Tex. Water proceedings this case: the re- involved (Tex. Lomas, Auth. v. ceivership ongoing at issue is and another curiam) (courts 2007) (per prohibited are sought. I related would advisory issuing opinions from that decide practice judicial go therefore restraint questions binding abstract of law without necessary affirming no further than II, parties by Article prevent possibili- trial court’s order to Constitution). Texas ty holding impacting proceed- of our these Further, policy matter we should ings. unnecessary question. As decide the Accordingly, join majority’s I do not notes, majority opinion there are not regarding discussion the continuation of tq multiple parties underlying in Part II.A. I Because
proceeding virtue intervention and agree majority with the the- trial herein, motion also a competing but court’s order aside the Ketchum- separate by Tayland Resources Clay lease should be affirmed because the to appoint trial court a receiver. however, authority, receiver exceeded his I Therefore, legal question the broader con respectfully concur. cerning the status of the be impact subsequent low will and collateral I
proceedings. recognize that there are appellate
circumstances which an
may address additional issues that have properly presented
been raised and but “necessary”
are not to the final disposition See, e.g.,
of the appeal. Edinburg Hosp. Trevino, (Tex.
Auth. v.
1997) (addressing issue not essential to the
disposition provide trial court retrial); on guidance Cincinnati Life Cates,
Ins. Co.