In Re: Samson Resources v. ( 2019 )

NOT PRECEDENTIAL
UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT
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No. 18-3438
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In Re: SAMSON RESOURCES CORPORATION,
Reorganized Debtor,
Calvin D. Williams,
Appellant
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On Appeal from the United States District Court
for the District of Delaware
(D.C. Civil Action No. 1-18-cv-00084)
District Judge: Honorable Richard G. Andrews
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Submitted Pursuant to Third Circuit LAR 34.1(a)
April 12, 2019
Before: GREENAWAY, JR., RESTREPO and FUENTES, Circuit Judges
(Opinion filed October 4, 2019)
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OPINION *
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PER CURIAM
*
This disposition is not an opinion of the full Court and pursuant to I.O.P. 5.7 does not
constitute binding precedent.
Calvin D. Williams appeals from the order of the District Court affirming an order
of the Bankruptcy Court that disallowed his claim in this Chapter 11 bankruptcy
proceeding. We will affirm as well.
I.
Samson Resources Corporation and certain of its affiliates (collectively,
“Samson”) operate in the oil and gas industries. Samson filed a Chapter 11 petition in
2015, and the Bankruptcy Court confirmed the Plan in 2017.
This appeal concerns Samson’s working interest in a mineral-rights lease executed
in 1949 by appellant Williams’s great-grandfather, Will Seamster. That lease granted to
a predecessor-in-interest of Samson the rights to oil and gas from a tract of land in
Louisiana that the parties refer to as the “Seamster Tract.” Seamster retained a royalty
interest in oil and gas produced from the Seamster Tract. Over the years, that royalty
interest has passed to and been divided among Seamster’s many heirs, including
Williams. Samson acquired its working interest in the lease in 2003 and, since then, it
has produced mostly gas from the Seamster Tract and has paid royalties to Williams and
the other inheritors of Seamster’s royalty interest.
As part of its bankruptcy, Samson sought to sell its working interest in the
Seamster Tract lease to a third-party. Williams objected to the sale and claimed, inter
alia, that the 1949 lease was fraudulent and invalid from the outset or had terminated by
non-production by 1959. The Bankruptcy Court held a full evidentiary hearing on his
objection and overruled it after concluding that the 1949 lease was valid as a factual
matter. The Bankruptcy Court also concluded in the alternative that applicable Louisiana
2
law barred Williams from challenging the lease both because Williams had accepted
benefits thereunder (i.e., his royalty payments) and because the prescriptive period for
challenging the lease had long expired. Williams appealed the Bankruptcy Court’s ruling
to the District Court, but his appeal was untimely and the District Court dismissed it on
that basis. We affirmed that dismissal. See In re Samson Res. Corps., 726 F. App’x 162,
165 (3d Cir.), cert. denied, 139 S. Ct. 340 (2018).
Williams also filed a proof of claim in the Bankruptcy Court claiming that Samson
owed him an unspecified amount for fraud and misappropriation of funds. Williams once
again argued that the 1949 lease was invalid (which he presumably believed would have
entitled him to more money). He also argued that Samson had otherwise miscalculated
his royalties. After Samson objected to Williams’s claim, the Bankruptcy Court once
again held a full evidentiary hearing, sustained the objection, and disallowed the claim.
Williams appealed that ruling to the District court as well, and the District Court
affirmed. The District Court concluded (as had the Bankruptcy Court) that Williams was
collaterally estopped from contesting the validity of the 1949 lease again. The District
Court also concluded that his challenges to that lease were precluded by and lacked merit
under applicable Louisiana law. Finally, the District Court concluded that Williams had
not challenged Samson’s calculation of his royalties, had not presented any evidence on
that issue, and thus had provided “no evidentiary basis to rule in his favor.” (ECF No. 28
at 13.) Williams now appeals to us. 1
1
In his pro se notice of appeal, Williams purports to represent the interests of 10 other
holders of royalty interests in the Seamster Tract who also filed unsuccessful claims in
3
II.
The District Court had jurisdiction to review the Bankruptcy Court’s order under
28 U.S.C. § 158(a), and we have jurisdiction to review it under 28 U.S.C. §§ 158(d)(1)
and 1291. Like the District Court, we review the Bankruptcy Court’s legal conclusions
de novo, its factual findings for clear error, and its exercise of discretion for abuse
thereof. See In re KB Toys Inc., 736 F.3d 247, 251 n.6 (3d Cir. 2013).
Having carefully reviewed the record and the parties’ briefs, we will affirm
substantially for the reasons explained by the Bankruptcy Court and the District Court.
The Bankruptcy Court held a full hearing on Williams’s claim, and both that court and
the District Court thoroughly explained why it lacks merit. Williams argues on appeal
that “this case is not about” any of the issues on which the District Court ruled and is
instead about the underlying validity of the 1949 lease. As the District Court explained,
however, Williams is collaterally estopped from relitigating the validity of the lease in
this proceeding.
Williams challenges that ruling for the first time in his reply brief. Williams
forfeited that challenge by failing to raise it in his opening brief, see Garza v. Citigroup
Inc., 881 F.3d 277, 284-85 (3d Cir. 2018), and it also lacks merit. As the District Court
explained, all of the requirements of collateral estoppel, also called issue preclusion, are
satisfied here—Williams previously litigated the validity of the lease, the Bankruptcy
the Bankruptcy Court (but who do not appear to have appealed to the District Court).
Williams may not do so pro se. See Murray ex rel. Purnell v. City of Phila., 901 F.3d
169, 170-71 (3d Cir. 2018). Thus, we address only Williams’s own claim.
4
Court adjudicated that issue, and its adjudication was necessary to its decision. See
United States v. 5 Unlabeled Boxes, 572 F.3d 169, 173 (3d Cir. 2009). 2
Williams argues that collateral estoppel does not apply because he previously
challenged the validity of the lease in the context of his objection to Samson’s sale of its
working interest, not his proof of claim. That distinction does not matter for purposes of
collateral estoppel, which (unlike res judicata in the sense of claim preclusion) focuses on
issues rather than claims. See id. at 173-74. Thus, we agree with the courts below that
Williams was collaterally estopped from contesting the validity of the 1949 lease again.
Williams has not otherwise raised any meaningful challenge to the lower courts’ rulings
and, in light of his pro se status, we note that we perceive no basis for one.
III.
For these reasons, we will affirm the judgment of the District Court. Williams’s request
in his opening brief for appointment of counsel is denied.
2
The Bankruptcy Court adjudicated the validity of the lease in approving the sale of
Samson’s working interest. Williams’s appellate challenges to that ruling were still
ongoing when the Bankruptcy Court and District Court applied collateral estoppel in this
case (Williams’s appeal was still pending in this Court when the Bankruptcy Court ruled,
and his petition for certiorari was still pending in the United States Supreme Court when
the District Court ruled). As the District Court recognized, these circumstances did not
prevent application of collateral estoppel. See 5 Unlabeled Boxes, 572 F.3d at 175. The
Bankruptcy Court and the District Court could have waited to apply collateral estoppel
until Williams’s appeals were resolved, but they were not required to do so. See id. In
any event, any concerns in that regard “have now been allayed” because the Supreme
Court has since denied Williams’s petition for certiorari. Id.5