Case Information
*1
[Cite as
Riggs v. Patriot Energy Partners, L.L.C.
,
IN THE COURT OF APPEALS SEVENTH DISTRICT
WILLIAM E. RIGGS, et al., )
) CASE NO. 11 CA 877 PLAINTIFFS-APPELLANTS, )
) - VS - ) OPINION )
)
PATRIOT ENERGY PARTNERS, LLC, )
et al., )
)
DEFENDANTS-APPELLEES. ) CHARACTER OF PROCEEDINGS: Civil Appeal from Common Pleas
Court, Case No. 11 CVH 26885. JUDGMENT: Affirmed in Part, Reversed in Part
And Remanded.
JUDGES:
Hon. Mary DeGenaro
Hon. Joseph J. Vukovich
Hon. Cheryl L. Waite
Dated: February 13, 2014
*2
[Cite as
Riggs v. Patriot Energy Partners, L.L.C.
,
For Plaintiffs-Appellants: Attorney Brendan Delay 24500 Center Ridge Road Suite 175
Westlake, OH 44145 For William L. Riggs, Brenda Riggs, Roger Oyer and Beverly Oyer For Defendants-Appellees: Attorney William D. Dowling
Attorney Christopher S. Humphrey Buckingham, Doolittle & Burroughs, LLP 3800 Embassy Parkway, Suite 300 Akron, OH 44333-8332 For Patriot Energy Partners, LLC, Andrew W. Blocksom, Thomas R. Blocksom, Robert Dickey, Buckeye Oil Producing Co., Bass Energy, Inc., Wimsatt Family, LLC, and Sonata Investment Company, Ltd.
Attorney David M. Hardyman Attorney Timothy B. McGranor Vorys, Sater, Seymour and Pease, LLP 52 E. Gay Street, P.O. Box 1008 Columbus, OH 43216-1008 For Chesapeake Exploration, L.L.C.
[Cite as
Riggs v. Patriot Energy Partners, L.L.C.
,
DeGenaro, P.J.
{¶1} Plaintiffs-Appellants, William and Brenda Riggs and Roger and Beverly Oyer, oil and gas lessors (the Property Owners), appeal the December 1, 2011 judgment of the Carroll County Court of Common Pleas granting the motion of Defendant-Appellee Chesapeake Exploration, LLC to stay the Property Owners' claims pending arbitration, pursuant to an arbitration clause in the leases, which were originally entered into between the Property Owners and Appellee Patriot Energy Partners, LLC. [1] On appeal, the Property Owners contend that the arbitration clauses are unenforceable because their claims are exempt from arbitration pursuant to R.C. 2711.01(B)(1); that the clauses are unconscionable; and that the clauses should not be enforced because the leases themselves, or the assignments of the leases are invalid under a number of theories.
{¶2} Upon review, the Property Owners' arguments are meritless, with the exception of the second assignment of error, in part. The Property Owners have not proven both substantive and procedural unconscionability; thus the arbitration clause is valid and enforceable. Any issues concerning the validity of the leases or the assignments are to be resolved via arbitration; those issues have no bearing on the enforceability of the arbitration clause. Moreover, the oil and gas company assignees to the leases had the right to seek arbitration, despite the fact that they were non- signatories to the original lease agreements.
{¶3} Finally, although most of the Property Owners' claims are subject to arbitration pursuant to R.C. 2711.01, the trial court erred by submitting the quiet title claim to arbitration because it is a controversy involving title to or possession of real estate and does not fall under any of the listed exceptions in R.C. 2711.01(B)(1). In cases where some claims are exempt from arbitration and others are not, trial courts properly stay claims exempt from arbitration until the claims subject to arbitration are resolved. In this case, the trial court properly required arbitration of those claims that do not purely involve the ultimate question of title; thus, until those claims are resolved via arbitration, the quiet title claim must be stayed in the trial court. Accordingly, the judgment of the trial court is affirmed in part, reversed in part and remanded.
Facts and Procedural History
{¶4} On October 14, 2008, the Riggses executed an oil and gas lease in favor or Patriot. The Oyers executed a similar lease in favor of Patriot on November 6, 2008. The main distinctions between the Riggses' and the Oyers' lease agreements are that the Oyers' lease includes a higher delay rental provision that was negotiated by the Oyers, and the assignment clauses in the two leases are different. There is no dispute that the Riggses and the Oyers signed the lease agreements.
{¶5} Both leases contain an identical, broadly-worded arbitration clause that provides:
NOTICES AND ARBITRATION * * * Any controversy arising out of or relating to this agreement shall be settled by arbitration. Either party may initiate any arbitration proceeding by notifying the other party in writing, but only after the aforementioned notice of breach has been served and the time period for cure provided for in this lease has expired. The procedure to be followed in the event of any arbitration shall be that prescribed in the Rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrators may be entered in any Court having jurisdiction thereof.
{¶6} Andrew Blocksom is the president of Patriot and Thomas Blocksom had an interest in an entity which had a membership interest in Patriot. Both Andrew and Thomas played a role in the signing of the lease agreements with the Property Owners.
{¶7} After the lease agreements were signed by the Property Owners, certain rights under those leases, including overriding royalty interests and shallow rights interests were assigned to various entities including Bass Energy, LMF Holdings, Buckeye Oil, Wimsatt and Sonata. Patriot assigned to Chesapeake the deep rights under the leases. The Riggses objected to the assignments via a letter to Patriot.
{¶8} On September 16, 2011, the Riggses filed a Complaint against Appellees, which they later amended on October 25, 2011 to include the Oyers as plaintiffs. Without precisely distinguishing between the various Appellees for their alleged liability, the Amended Complaint asserts individual and class action claims against all 10 named Appellees for rescission of the oil and gas leases; damages for "notary fraud" related to the leases; "land fraud" relating to the leases; disgorgement of profits; civil conspiracy; unjust enrichment; quiet title/declaratory judgment; slander of title; rescission and nullification of the assignments and overriding royalty interests related to the leases; and fraudulent concealment and disgorgement of profits "promoted by speculators" related to the leases.
{¶9} Chesapeake filed a motion to stay the proceedings pending arbitration on October 14, 2011, which the Property Owners opposed, and on November 18, 2011, a hearing was held on the motion. Andrew testified about the business relationships between the Appellees, and the lease assignments. The Property Owners' counsel elicited extensive testimony from Andrew and from Patriot's bookkeeper, Elizabeth Eshenbaugh, in an attempt to demonstrate that the leases had expired. The trial court opined that this testimony actually went to the merits of the claims, and was beyond the scope of the motion to stay, but permitted it insofar as the Property Owners asserted that the validity of the overall contracts affected the validity of the arbitration clauses. Brenda and William Riggs and Roger Oyer testified generally about their work and educational background and the circumstances surrounding the execution of the leases. Thomas testified that he notarized both leases. Several exhibits were admitted into evidence, including the leases and the assignments. The American Arbitration Association (AAA) Rules were not admitted as an exhibit, nor did the trial court take judicial notice of them. Following the hearing, on December 1, 2011, the trial court issued a
detailed opinion and order granting the motion to stay pending arbitration. The trial court found that "the evidence does not support a contention that the arbitration agreement was substantively or procedurally unconscionable, so it is enforceable like any other contract." The trial court further found that R.C. 2711.01(B)(1) did not bar arbitration of the Property Owners' claims. The trial court rejected the Property Owners' argument that Patriot's failure to comply with certain lease provisions rendered the arbitration clause unenforceable.
Arbitration, Jurisdiction and Standard of Review Ohio's Arbitration Act has been codified in Revised Code Chapter 2711
and arbitration is encouraged as a method of settling disputes. See Williams v. Aetna
Fin. Co ., 83 Ohio St.3d 464, 700 N.E.2d 859 (1998). "Arbitration agreements are
'valid, irrevocable, and enforceable, except upon grounds that exist at law or in equity
for the revocation of any contract.' " Taylor Bldg. Corp. of Am. v. Benfield , 117 Ohio
St.3d 352,
to an arbitration agreement raising issues which may be arbitrable pursuant to their
written agreement, the other party may move the trial court for a stay of those
proceedings "until the arbitration of the issue has been had in accordance with the
agreement[.]" R.C. 2711.02(B). An order that grants or denies the stay of trial
proceedings pending arbitration is a final appealable order. Taylor Bldg. Corp. of Am .
at ¶31, citing R.C. 2711.02(C). Regarding the standard of review, a court of appeals
generally applies an abuse of discretion standard to a trial court's decision regarding a
stay pending arbitration. Reynolds v. Crockett Homes, Inc ., 7th Dist. No. 08 CO 8,
alleged is solely a matter of law which apply to two assignments of error raised in this
appeal. See Kent Partners v. Crossings at Golden Pond-Portage Cty. , L.L.C., 11th
Dist. No. 2010-P-0028,
Arbitrability of Claims The Property Owners assert in their second of eight assignments of
error, discussed out of order or together for clarity of analysis: "The court erred by ordering arbitration when Oil and Gas Agreements are not covered by an exception to the statute which keeps disputes about possession of land and title to land away from arbitration. Sections 2711.01 to 2711.16." The Property Owners contend their claims are not arbitrable under Ohio law because they involve title to or the possession of real estate. R.C. 2711.01(B)(1) creates an exemption to the general rule concerning enforceability of arbitration clauses in Ohio. It provides that arbitration clauses in contracts "do not apply to controversies involving the title to or the possession of real estate." Id . However the statute contains exceptions to the general exemption:
(a) Controversies involving the amount of increased or decreased valuation of the property at the termination of certain periods, as provided in a lease;
(b) Controversies involving the amount of rentals due under any lease; (c) Controversies involving the determination of the value of improvements at the termination of any lease;
(d) Controversies involving the appraisal of property values in connection with making or renewing any lease;
(e) Controversies involving the boundaries of real estate.
R.C. 2711.01(B)(1)(a)-(e)
{¶17}
The Property Owners argue their claims do not fall under any of the
listed exceptions; focusing mainly on the fact that the words "land" and "title" are used
numerous times in the Leases to support their argument. The Property Owners
advocate a very broad reading of the statute so as to exempt any claim from
arbitration that has an effect on a real property interest. Conversely, Appellees argue
the prohibition against arbitrating disputes involving title or possession of real property
is much narrower in scope and does not encompass the Property Owners' claims.
Generally, R.C. 2711.01(B)(1) should be "narrowly construed * * * to
apply only where the arbitration agreement directly submits the ultimate question of
title to or possession of the real estate" to arbitration. Newark Trust Co. v. Abbott
Laboratories , 5th Dist. No. CA-2821,
performance of a real estate purchase agreement; Kedzior v. CDC Dev. Corp. , 123
Ohio App.3d 301, 303, 704 N.E.2d 54 (8th Dist.1997) ; see also Kent Partners v. Crossings at Golden Pond-Portage Cty., L..L.C. , 11th Dist. No. 2010-P-0028, 2011-
Ohio-2842, ¶36; as well as claims for foreclosure. See U.S. Bank v. Wilkens , 8th Dist.
No. 93088,
necessarily involve title to or possession of real estate. Where the "subject matter of
the case is breach of the contract to purchase real estate and only money damages
are sought by appellee, * * * title to the property and possession of the property is not
in dispute," and therefore arbitration is not precluded by R.C. 2711.01(B)(1). Mears
Harding L.L.C. v. Ferri , 5th Dist. No. 2011CA00253,
No. 5-12-08,
parties' agreements, that is, whether their contracts were properly executed or were procured by fraud. Specifically, the Property Owners assert claims for rescission of the oil and gas leases; damages for "notary fraud" related to the leases; "land fraud" relating to the leases; disgorgement of profits; slander of title; civil conspiracy; unjust enrichment, rescission and nullification of the assignments and overriding royalty interests related to the leases; and fraudulent concealment and disgorgement of profits "promoted by speculators" related to the leases. These are all arbitrable claims under Ohio law as they do not directly submit the ultimate question of title to or possession of the real estate to arbitration, consistent with Mears, Blanchard Valley and Murtha . But the Property Owners' have also brought a quiet title claim which is
exempt from arbitration pursuant to R.C. 2711.01(B)(1). Quiet title actions are governed by R.C. 5303.01, which provides, inter alia:
An action may be brought by a person in possession of real property, by himself or tenant, against any person who claims an interest therein adverse to him, for the purpose of determining such adverse interest. Such action may be brought also by a person out of possession, having, or claiming to have, an interest in remainder or reversion in real property, against any person who claims to have an interest therein, adverse to him, for the purpose of determining the interests of the parties therein. In Papps v. Papps , 6th Dist. No. L-09-1260,2010-Ohio-5028 , a case
involving the trial court's confirmation of an arbitration award, the Sixth District held that quiet title claims fell within the sole purview of the trial court and were exempt from arbitration pursuant to R.C. 2711.01(B)(1) since they were controversies involving title to or possession of real estate. Id . at ¶9. And as discussed above, one reason the court in Blanchard Valley Health concluded the claims were not exempt from arbitration was because "neither party [had] initiated an action to quiet title." Blanchard Valley Health at ¶18. While Appellees do not address the quiet title claim specifically, Patriot
asserts that oil and gas leases are purely contractual rights concerning personal property. However, we need not reach this issue in the narrow context presented by this case. R.C. 2711.01 exempts controversies involving title to or possession of real estate from going to arbitration, with certain exceptions that do not apply here. The purpose of a quiet title action is to resolve or remove any clouds on the title to real property. There is no need to predetermine the nature of the cloud to reach the conclusion that a quiet title action in this case will involve matters relating to the title to or possession of real estate, and is thus exempt from arbitration. Thus, the trial court erred by permitting the quiet title claim to go to arbitration since it is a controversy directly involving title to real estate and therefore exempt from arbitration pursuant to R.C. 2711.01(B)(1).
{¶26}
However, in cases where some claims are exempt from arbitration and
others are not, courts may properly require arbitration of those claims that do not
purely involve the ultimate question of title . U.S. Bank, supra, ¶20-22. Any claims that
are exempt from arbitration must still be stayed in the trial court until the claims subject
to arbitration are resolved. Cheney v. Sears, Roebuck & Co., 10th Dist. No. 04AP-
1354,
{¶27} Accordingly, the Property Owners' second assignment of error is meritorious in part; the trial court should have stayed the quiet title claim pending arbitration of the remaining claims, which it properly referred to arbitration for resolution.
Validity of the Leases
{¶28} The Property Owners assert in their first and eighth assignments of error: {¶29} "The court erred by ordering arbitration under an Oil and Gas Agreement when it had been waived by Appellee Patriot Energy Partners." "The delay rental has not been paid in advance by the Lease signing anniversary date." The Property Owners argue that the arbitration provision should not be
enforced because certain conditions precedent contained in the lease have not occurred; specifically, that Patriot failed to verify that no prior oil and gas leases existed on the subject property, failed to pay the initial $1.00 payment and failed to timely pay delay rentals. Appellees counter that in light of the broad arbitration clause in this case, those issues themselves are subject to arbitration. " '[A]n arbitration clause is, in effect, a contract within a contract, subject
to revocation on its own merits. * * * Because the arbitration clause is a separate
entity, it only follows that an alleged failure of the contract in which it is contained does
not affect the provision itself.' " Taylor Bldg. Corp. of Am. v. Benfield , 117 Ohio St.3d
352,
{¶33}
Thus, "an alleged failure of the overall contract does not necessarily
invalidate the arbitration clause," and a general challenge to the entire contract must
be submitted to the arbitrator to determine the contract's validity. Garber v. Buckeye
Chrysler-Jeep-Dodge of Shelby , 5th Dist. No. 2007-CA-0121,
{¶34} The Property Owners' arguments concerning the overall validity of the lease due to purported unmet conditions precedent are irrelevant to the issue of whether the arbitration clause is enforceable. Rather, these are issues to be resolved via arbitration. Accordingly, the Property Owners' first and eighth assignments of error are meritless.
Effect of the Assignments The Property Owners assert in their third, fourth, fifth and sixth
assignments of error: "The court erred by ordering arbitration when Plaintiffs/the Property
Owners William E. Riggs and Brenda Riggs refused to assign the Oil and Gas Lease to Chesapeake Exploration LLC or any other Chesapeake entity." "The court erred by ordering arbitration when Plaintiffs/the Property Owners William E. Riggs and Brenda Riggs were never asked and have never agreed to assign the Oil and Gas Lease to Buckeye Oil Producing Co., which was granted a Shallow Rights Assignment to drill, which is not a working interest or overriding royalty interest."
{¶38} "The court erred by ordering arbitration when Plaintiffs/the Property Owners were never asked and have never agreed to assign the Oil and Gas Lease to Defendant Bass Energy, Inc., which was granted a Shallow Rights Assignment to drill, which is not a working interest or overriding royalty interest." "The court erred by ordering arbitration when Plaintiffs/the Property Owners have no contract with Defendant Buckeye Oil Producing Co., Defendant Bass Energy, Inc., Defendant Wimsatt Family LLC, nor Defendant Sonata Investment Company, Ltd. which includes an arbitration clause." Any issues relating to the validity of the assignments, including whether
the Property Owners' unreasonably withheld their consent to the assignments, like the Property Owners' claims of unperformed conditions precedent, as discussed above, are matters for arbitration since the arbitration clause is very broad & includes "any controversy arising out of or relating to this agreement." Further, the Property Owners' argument that Chesapeake and the other
oil and gas companies have no right to compel arbitration since they were not parties
to the original lease agreements is meritless. Both leases contain the following under
the heading "MISCELLANEOUS PROVISIONS": "All covenants and conditions
between the parties hereto shall extend to their heirs, personal representatives,
successors and assigns * * *[.]" Moreover, non-signatories to an arbitration agreement
can compel arbitration against a signatory pursuant to an "alternative estoppel theory."
See Short v. Resource Title Agency , 8th Dist. No. 95839,
{¶42}
As explained by the Eighth District in U.S. Bank N.A. v. Wilkens , 8th Dist.
No. 96617,
A signatory to an arbitration agreement cannot avoid arbitration with a
nonsignatory " 'when the issues the nonsignatory is seeking to resolve in
arbitration are intertwined with the agreement' " that the signatory
signed. I Sports [v. IMG Worldwide, Inc.], 157 Ohio App.3d 593 [813
N.E.2d 4,
Unconscionability The Property Owners assert in their seventh and final assignment of
error: "The Arbitration Clause is both substantively and procedurally
unconscionable." It is settled law in Ohio that generally: "In order to determine whether a
contract provision
is unconscionable, courts must examine
the
facts and
circumstances surrounding the agreement." Peltz v. Moyer , 7th Dist. No. 06 BE 11,
Substantive Unconscionability
Whether a contract provision is substantively unconscionable requires
an analysis of the terms of the provision itself and whether those terms are
commercially reasonable. Hayes v. Oakridge Home ,
dispute resolution and whether those costs would have been prohibitive to the
plaintiffs in Taylor Bldg. Corp. of Am., where the Ohio Supreme Court held that the
arbitration provision was not substantive unconscionable, the plaintiffs having failed to
meet their burden of proof on this issue. Id . at ¶59. The Court reasoned that "[t]he
lack of evidence before the trial court of excessively high arbitration costs undercuts
the [plaintiffs'] claim that arbitration costs would be prohibitively expensive." Id . at ¶57.
The leases are part of the record, and on their face do not demonstrate
substantive unconscionability. The obligation to arbitrate clearly applies to both
parties, not just the lessors. See, e.g., Vanyo v. Clear Channel Worldwide, 156 Ohio
App.3d 706,
clause is substantively unconscionable; in other words, they failed to produce evidence that the clause is commercially unreasonable.
Procedural Unconscionability
"Procedural unconscionability concerns the formation of the agreement
and occurs when no voluntary meeting of the minds is possible." Ball v. Ohio State
Home Servs., Inc ., 168 Ohio App.3d 622,
unconscionability include:
'[a] belief by the stronger party that there is no reasonable probability that the weaker party will fully perform the contract; knowledge of the stronger party that the weaker party will be unable to receive substantial benefits from the contract; knowledge of the stronger party that the weaker party is unable reasonably to protect his interests by reason of physical or mental infirmities, ignorance, illiteracy or inability to understand the language of the agreement, or similar factors.' Id. at ¶44, quoting Restatement of the Law 2d, Contracts (1981), Section 208, Comment d. In this case, the age and educational backgrounds of the Property
Owners would appear to weigh in favor of procedural unconscionability. Brenda Riggs testified that she was 50 years old with a tenth grade education and no GED. She had no prior oil and gas or business experience. She was disabled from a motorcycle accident. William Riggs testified that he was 55 years old with an eighth grade education and no GED. He characterized himself as "slow," due to a head injury as a child, and stated his reading ability was "poor." William testified he also receives SSI disability benefits stemming from injuries from a motorcycle accident in the 1980s. Roger Oyer testified that he was a high school graduate who had completed one college credit in marketing. There is also some evidence of unequal bargaining power. Patriot's
representatives certainly had more experience with oil and gas leases than the
Property Owners. However, "[m]ere inequality of bargaining power is insufficient to
invalidate an otherwise enforceable arbitration agreement." Vanyo v. Clear Channel
Worldwide , 156 Ohio App.3d 706,
read some parts of it and Roger testified that he only scanned it. A party's decision
"not to read the agreement does not relieve [that party] of [the] obligations incurred by
* * * signing." Robbins , 7th Dist. No. 04 BE 43, ¶34. It is a fundamental legal principle
that one may not "enter into a contract, and, when called upon to respond to its
obligations, to say that he did not read it when he signed it, or did not know what it
contained. If this were permitted, contracts would not be worth the paper on which
they are written." McAdams v. McAdams , 80 Ohio St. 232, 240-241, 88 N.E. 542
(1909), quoting Upton v. Tribilcock , 91 U.S. 45, 50, 23 L.Ed. 203 (1875). In other
words, "[t]he legal and common-sensical axiom that one must read what one signs
survives[.]" ABM Farm s,
{¶59} The Riggses testified that they did not understand the arbitration provision. However, Brenda testified: that she did consult with an advisor of some sort before writing a letter to Patriot objecting to the assignment to Chesapeake, which included legal terms such as "unconscionable" and "ratify;" that she had help from "friends" in drafting that letter; that she was close friends with a local judge; and that she could have asked her friends or advisors for advice before initially signing the lease, but did not. Roger testified that he also did not understand the arbitration provision, but conceded he did have the opportunity to ask questions about the lease to Andrew before signing, and that he and Andrew discussed some of the other lease terms. Also weighing against procedural unconscionability, the Property Owners
were given the opportunity to negotiate the lease terms. In fact, Roger testified that he negotiated for a higher delay rental. Thus, the subject leases, though they stemmed from a form contract, cannot truly be deemed contracts of adhesion. A contract of adhesion is "a standardized form contract prepared by one party, and offered to the weaker party, usually a consumer, who has no realistic choice as to the contract term." Taylor Bldg. Corp. of Am . 117 Ohio St.3d 352, at ¶49, citing Black's Law Dictionary (8th Ed.2004) 342 (emphasis added.) Thus, overall the evidence weighs against procedural unconscionability.
This is not a situation where "no voluntary meeting of the minds is possible." Porpora at ¶7. Moreover, as discussed, the Property Owners have failed to meet their burden of proof regarding substantive unconscionability. Since both facets of unconscionability, procedural and substantive, are required to invalidate the arbitration clause, the failure to establish either is fatal to this claim. Accordingly, the Property Owners' seventh assignment of error is meritless.
Conclusion In sum, the Property Owners' assignments of error are meritless, with
the exception of the second assignment of error, in part. The Property Owners have not proven both substantive and procedural unconscionability; thus the arbitration clause is valid and enforceable. Any issues concerning the validity of the leases or the assignments are to be resolved via arbitration; those issues have no bearing on the enforceability of the arbitration clause. Moreover, the oil and gas assignees to the leases had the right to seek arbitration, despite the fact that they were non-signatories to the original lease agreements. Finally, although most of the Property Owners' claims are subject to
arbitration pursuant to R.C. 2711.01, the trial court erred by submitting the quiet title claim to arbitration because it is a controversy involving title to or possession of real estate and does not fall under any of the listed exceptions in R.C. 2711.01(B)(1). In cases where some claims are exempt from arbitration and others are not, trial courts properly stay claims exempt from arbitration until the claims subject to arbitration are resolved. In this case, the trial court properly required arbitration of those claims that do not purely involve the ultimate question of title; thus, until those claims are resolved via arbitration, the quiet title claim must be stayed in the trial court. Accordingly, the judgment of the trial court is affirmed in part, reversed in part and remanded. Vukovich, J., concurs.
Waite, J., concurs.
Notes
[1] The other Defendant-Appellees LMF Holdings, LLC, Andrew W. Blocksom, Thomas R. Blocksom, Robert Dickey, Buckeye Oil Producing Co., Bass Energy, Inc., Wimsatt Family, LLC, and Sonata Investment Company, Ltd., along with Appellee Patriot are represented by one law firm and will sometimes be referred to collectively as "Patriot" as each argument warrants.