Temple-Inland Forest Products Corp. v. U.S. ( 1993 )


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  •               IN THE UNITED STATES COURT OF APPEALS
    FOR THE FIFTH CIRCUIT
    No. 92-4394
    TEMPLE-INLAND FOREST PRODUCTS
    CORPORATION,
    Plaintiff-Appellee,
    versus
    UNITED STATES OF AMERICA,
    Defendant-Appellant.
    Appeal from the United States District Court
    for the Eastern District of Texas
    (April 13, 1993)
    Before Reynaldo G. GARZA, HIGGINBOTHAM, and Emilio M. GARZA,
    Circuit Judges.
    HIGGINBOTHAM, Circuit Judge:
    This case turns on the construction of a 58-year-old deed
    under Texas law. In 1935, Temple-Inland's predecessor sold land in
    East Texas to the United States, reserving the mineral rights.
    This reservation was to expire in 1985, subject to extension on
    limited areas around commercial production.      Temple's right to
    retain tracts that have become inactive since 1985 is now disputed.
    The district court granted summary judgment in favor of Temple.   We
    disagree with the district court's interpretation of the deed, and
    reverse.
    The facts are undisputed. By warranty deed dated December 27,
    1935, Temple Lumber Co. conveyed to the United States 77,806 acres
    in Sabine County, Texas.   It is unknown which party drafted the
    deed.1   Under its terms, Temple reserved all of the oil, gas and
    minerals on, in, or under roughly 59,983 acres.      The pertinent
    paragraphs of the deed provide:
    [1] There is hereby excepted and reserved from the
    foregoing sale and conveyance all the oil, gas, and other
    valuable minerals deposited on, in or under said lands,
    in accordance with the following clauses, rules and
    regulations, to-wit:
    [2] Reserving to the vendor, its successors and assigns,
    for the period ending January 1, 1985, the right to
    prospect for, mine, and remove any and all gas, oil and
    mineral deposits on, in, or under said lands.         The
    vendor, its lessees, successors, and assigns, shall have
    at any and all times full right to enter upon said lands
    for the purposes of prospecting for, mining, and removing
    gas, oil, and minerals.
    [3] It is further provided that if on January 1, 1985,
    gas, oil and/or minerals are being produced on said land
    in commercial quantities, then and in that event the gas,
    oil and mineral reservations shall be extended on all
    areas within a one-half mile radius of each then existing
    gas or oil well or mineral operation. Such extension of
    gas, oil and mineral reservation shall run for a five
    year period from date of January 1, 1985.
    [4] Provided further that said gas oil, and mineral
    reservations shall be extended by five year periods so
    long as commercial operations are being carried on at the
    end of the then current extension period.
    [5] It is provided that at the end of the termination of
    the period ending January 1, 1985, if not as above
    provided extended, or at the termination of any extended
    period, if no commercial gas, oil or mineral operations
    are being carried on, then and in that event the right of
    the vendor, its lessees, successors and assigns to
    1
    Temple introduced evidence in the record from which, it
    argues, it may be inferred that the United States chose the terms
    of the reservation provisions. The identification of the drafter
    is not material to our decision. We construe the deed as written
    and do not rely upon the presumption that the grantor, here
    Temple, drafted the deed.
    2
    prospect for, mine and remove gas oil, and minerals shall
    terminate.
    On January 1, 1985, there was production of oil or gas in
    commercial quantities at only twenty-two sites in the conveyed
    land.      Pursuant to paragraph three of the deed, Temple's mineral
    interest terminated as to all areas except twenty-two circles, each
    one mile in diameter and centered on a producing well.                        These
    circles encompassed 7,930 of the 59,983 acres reserved in 1935.
    Five years later, on January 1, 1990, there were commercial
    operations at only six of the twenty-two sites.                     The government
    believed that Temple's mineral interest had terminated as to the
    other sixteen circular tracts and so notified Temple on May 21,
    1990.      The government then elicited public bids to lease these
    tracts.
    Temple responded by filing this suit on October 16, 1990.
    Temple     contended   that    so     long       as   commercial   operations     are
    conducted on any of the twenty-two tracts as to which the mineral
    rights reservation was extended in 1985, Temple owns the mineral
    rights for all twenty-two. Both parties moved for summary judgment
    on   the    single   legal    issue    in       dispute:    the    meaning   of   the
    reservation paragraphs of the 1935 deed.                     The district court
    granted Temple's motion.
    We review the question de novo. Under Texas law, interpreting
    an unambiguous contract presents a question of law, including
    determining whether the contract is ambiguous.                     REO Industries,
    Inc. v. Natural Gas Pipeline Co., 
    932 F.2d 447
    , 453 (5th Cir.
    3
    1991).2    A contract is not ambiguous because the parties disagree
    about its meaning.         
    Id. Under Texas
    law, "[a]n instrument is
    ambiguous    only   when    the     application   of     pertinent   rules    of
    construction    leaves     it    genuinely   uncertain    which   one   of   two
    reasonable meanings is the proper one."           Prairie Producing Co. v.
    Schlachter, 
    786 S.W.2d 409
    , 413 (Tex. App.--Texarkana 1990, writ
    denied); see also Technical Consultant Services Inc. v. Lakewood
    Pipe, 
    861 F.2d 1357
    , 1362 (5th Cir. 1988).             We conclude that this
    deed is unambiguous, because the "language of the reservation . .
    . can be accorded a certain legal meaning by applying appropriate
    rules of construction."          Buffalo Ranch Co., Ltd. v. Thomason, 
    727 S.W.2d 331
    , 333 (Tex. App.--Houston [1st Dist.] 1987, writ ref'd
    n.r.e.).
    Our duty when construing a deed is to ascertain the intent of
    the parties from all of the language in the deed by a fundamental
    rule of construction known as the "four corners" rule.               Luckel v.
    White, 
    819 S.W.2d 459
    , 461 (Tex. 1991).           While Texas has relaxed
    the strict operation of its tenets of construction, see Harris v.
    Windsor, 
    294 S.W.2d 798
    , 800 (Tex. 1956), we refer to those rules
    to guide us in determining the intent expressed in the instrument.
    "The cannons of law for the construction of deeds are for the
    purpose of discovering the intent of the makers."                 Humble Oil &
    2
    This general rule applies to deeds.          Altman v. Blake, 
    712 S.W.2d 117
    , 118 (Tex. 1986).
    4
    Refining Co. v. Kirkindall, 
    119 S.W.2d 731
    , 733 (Tex. Civ. App.--
    Beaumont 1938), aff'd, 
    145 S.W.2d 1074
    (Tex. 1941).3
    When interpreting the terms of a reservation, courts construe
    the language against the grantor.    State v. Dunn, 
    574 S.W.2d 821
    ,
    824 (Tex. Civ. App.--Amarillo 1978, writ ref'd n.r.e.); Cameron
    Cty. Water Control & Improvement Dist. v. George, 
    349 S.W.2d 308
    ,
    310 (Tex. Civ. App.--Eastland 1961, writ ref'd n.r.e.); Commerce
    Trust Co. v. Lyon, 
    284 S.W.2d 920
    , 921 (Tex. Civ. App.--Fort Worth
    1955, no writ);   Hidalgo Cty. Water Control & Improvement Dist. v.
    Hippchen, 
    233 F.2d 712
    , 715 (5th Cir. 1956).   Thus, when
    the intent of the parties is not as clear as it could be,
    the rules of construction demand that where there is any
    doubt as to proper construction of a deed, that doubt
    should be resolved against the grantor.        This rule
    applies with equal force to a grantor who attempts to
    reserve an interest under the deed.
    Guaranty Nat'l Bank & Trust of Corpus Christi v. May, 
    513 S.W.2d 613
    , 617 (Tex. Civ. App.--Corpus Christi 1974, no writ).4
    3
    Harris noted the relaxation, not the abandonment, of rules
    of construction. Subsequent decisions continue to look to the
    tenets for guidance in determining expressed intent. See, e.g.,
    Garrett v. Dils Co., 
    299 S.W.2d 904
    (Tex. 1957)(noting relaxation
    of tenets in Harris and stating rule construing doubts against
    grantor).
    4
    The rule construing deeds against grantors is often
    justified by attributing deeds' language to grantors. See, e.g.,
    
    Garrett, 299 S.W.2d at 906
    . We do not regard this as the only
    basis for the rule of construction. The need for specificity
    when reserving any interest from a conveyance also justifies
    construing reservations against the grantor. See Sharp v.
    Fowler, 
    252 S.W.2d 153
    (Tex. 1952)(holding reservations must be
    stated by clear language); Monroe v. Scott, 
    707 S.W.2d 132
    (Tex.
    App.--Corpus Christi 1986, writ ref'd n.r.e.)(noting deed conveys
    all interests not expressly reserved).
    5
    A reservation must be stated by clear language. Courts do not
    favor reservations by implication.               Sharp v. Fowler, 
    252 S.W.2d 153
    , 154 (Tex. 1952); Chambers v. Huggins, 
    709 S.W.2d 219
    , 222
    (Tex. App.--Houston [14th Dist.] 1986, no writ); Guaranty Nat'l
    Bank v. May, 
    513 S.W.2d 613
    , 618 (Tex. Civ. App.--Corpus Christi
    1974, no writ).      The need to clearly state a reservation arises
    from the fact that a conveyance ordinarily passes to the grantee
    all   of   the   grantor's   interest       in   a   property.    See   Phillips
    Petroleum Co. v. Adams, 
    513 F.2d 355
    , 362 (5th Cir.), cert. denied,
    
    423 U.S. 930
    , 
    96 S. Ct. 281
    (1975).5             There is no question whether
    a reservation was expressly created.             Rather, the dispute is over
    the termination terms of the reservation, and so how long Temple
    retained the interest.
    The deed conveyed a present, possessory interest in the
    surface estate to the United States in 1935.               It reserved, for a
    potentially unlimited time, all valuable minerals deposited on, in,
    or under that land and the right to exploit them.                Thus, the deed
    severed the surface and mineral estates.                 See Moser v. United
    States Steel Corp., 
    676 S.W.2d 99
    , 101 (Tex. 1984); Humphreys-Mexia
    Co. v. Gammon, 
    254 S.W. 296
    , 299 (Tex. 1923).               Temple retained a
    present interest in the mineral estate.                 Because that reserved
    interest was subject to termination, however, Temple conveyed a
    future reversionary interest in the mineral estate to the United
    5
    A warranty deed will pass all of the estate owned by the
    grantor at the time of the conveyance unless reservations reduce
    the estate conveyed. Monroe v. Scott, 
    707 S.W.2d 132
    , 133 (Tex.
    App.--Corpus Christi 1986, writ ref'd n.r.e.).
    6
    States.   When a grantor reserves a determinable mineral interest,
    to be followed by vesting of the mineral interest in the grantee,
    the grantee receives at the time of the conveyance a reversionary
    interest. See Chambers v. Huggins, 
    709 S.W.2d 219
    , 222 (Tex. App.-
    -Houston [14th Dist.] 1986, no writ).
    We must construe the deed provisions that terminate Temple's
    possessory interest and give the United States a present interest
    in the minerals on the tracts.              The parties offer competing
    interpretations of the deed. Temple contends that it expresses the
    intent to reserve the mineral rights until no commercial operations
    existed on any of the circular tracts created in 1985.                      The
    government   maintains   that   the       deed   expresses   the   intent    to
    terminate Temple's reservation as to each tract if no operations
    existed on that tract at the end of a five year period.
    Despite able contrary arguments, we are persuaded that the
    latter interpretation properly construes the parties' expressed
    intent. The deed provides that Temple's original reservation would
    terminate in 1985, except as to certain areas.           The parties agree
    that the operation of paragraph three preserved Temple's ownership
    of twenty-two tracts for another five years. The focus then shifts
    to paragraph four, which provides for the further extension of
    Temple's rights past January 1, 1990.
    Paragraph four, like paragraph three, uses the plural term
    "reservations."   Paragraph two created a single reservation in
    1935--Temple's possessory mineral interest.           The use of the plural
    term in the following paragraphs indicates that the extension
    7
    provision of paragraph three created discrete reservations in 1985.
    Temple's ownership of a 59,983 acre mineral estate became the
    ownership of the mineral interests on twenty-two tracts of roughly
    five-hundred-two    acres     apiece.6   The    deed's   plural    language
    indicates that each of those tracts was held by Temple by a
    separate reservation.
    Temple maintains that paragraph three created a single, non-
    contiguous reservation in 1985, subject to termination at one point
    in time.   We disagree.     The use of the plural term indicates that
    the   extension   provision    of   paragraph   three    created   multiple
    reservations in 1985.         The subsequent extension provision in
    paragraph four applies to these discrete reservations.         Reasonably
    interpreted, the deed allows for these reservations to terminate at
    different times.
    Temple's reading of the deed renders the five-year periods
    mandated by paragraph four nigh pointless.          We must examine the
    entire writing in an effort to harmonize and give effect to all its
    provisions so that none will be rendered meaningless.          Chapman v.
    Orange Rice Milling Co., 
    747 F.2d 981
    , 983 (5th Cir. 1984) (citing
    Coker v. Coker, 
    650 S.W.2d 391
    , 393 (Tex. 1983)); see also Altman
    v. Blake, 
    712 S.W.2d 117
    , 118 (Tex. 1986) ("the parties to an
    instrument intend every clause to have some effect").               If the
    intended agreement were for Temple to retain ownership of all
    6
    The expected acreage of twenty-two circles one mile in
    diameter is 11,055 acres. The fact that 7,983 acres remained in
    Temple's hands in 1985 indicates that some circles must be
    centered on production sites less than one mile apart and so
    overlap.
    8
    circular tracts until operations ceased upon all of them, the
    purpose of re-examining their status every five years is doubtful.
    Temple      suggests   that     such   periods   allow   it    time    to   restore
    production somewhere if operations play out on all tracts.                     This
    suggestion does little for Temple, because the same is true if
    separate reservations are subject to separate termination.                    Then,
    too, established termination dates give warning and a chance for
    reworking. Giving paragraph four a more reasonable effect, we read
    it to provide for the incremental termination of reservations on
    circular tracts as operations cease on those tracts.
    If    a   single   reservation     existed     after    1985,   commercial
    operations in 1990 on six tracts would support an extension of
    Temple's rights as to the sixteen non-producing tracts.                     Temple
    emphasizes the language of paragraph five:
    [A]t the end of the termination of the period ending
    January 1, 1985, if not as above provided extended, or at
    the termination of any extended period, if no commercial
    gas, oil or mineral operations are being carried on, then
    and in that event the right of the vendor . . . shall
    terminate. (Emphasis added.)
    This paragraph, which Temples describes as "the only express
    provision for termination" of Temple's mineral interests, when read
    with   paragraph       three,    arguably    treats   the     twenty-two    tracts
    reserved in 1985 as one collective interest.                Recognizing that the
    plural term "reservations" indicates otherwise, Temple notes the
    singular terms used in the last sentence of paragraph three:                  "Such
    extension of gas, oil and mineral reservation shall run for a five
    year period from the date of January 1, 1985."                (Emphasis added.)
    9
    Temple's     observation   is    well   taken.    We    must,   however,
    harmonize each element of the deed rather than focusing on one
    sentence    in   isolation.     The   deed   refers   more    than   once    to
    "reservations" existing after 1985.          This language indicates that
    discrete tracts are individually reserved.            We construe the last
    sentence of paragraph three to refer to the five-year extension of
    any one of those tracts, rather than collectively to all of them.
    There is no clear language reserving the mineral rights as to
    the circular tracts that have ceased commercial operations.                 The
    requirement of a clear statement for reservations applies not only
    to whether a reservation was created, but to its endurance and
    termination.     See Guaranty Nat'l Bank & Trust of Corpus Christi v.
    May, 
    513 S.W.2d 613
    (Tex. Civ. App.--Corpus Christi 1974, no writ).
    In May, a 1944 deed reserved to the grantor of two tracts a royalty
    interest.    The reservation was to expire in twenty years unless
    oil, gas, or minerals were being produced from "said land."                 The
    two tracts were adjacent to three others owned by the grantee, who
    leased the unit of five tracts in 1958.               In 1964, there was
    production on the unit, although not on either tract conveyed by
    the grantor. The case required interpretation of the reservation's
    provision for termination. The grantor's successor argued that the
    reservation had become perpetual in 1964, because by its terms the
    reservation could only terminate at the end of twenty years.                The
    court "decline[d] to accept such a narrow interpretation of this
    reservation."     
    Id. at 617.
      There was no express statement that the
    reservation would endure only so long as production did.             Yet that
    10
    was the evident intent, in the absence of language indicating that
    the reservation could last forever.        The construction asserted in
    favor of the grantor required implication of such language, which
    the court refused to supply for a reservation.         
    Id. at 617-18.
    Each party noted that the deed could clearly express an intent
    either way if just a few words had been added to paragraph four.7
    Where "the intent of the parties is not as clear as it could be,"
    doubt regarding a reservation must be resolved against the grantor.
    
    Id. at 617.
       Temple's arguments, in effect, would have us imply the
    meaning   by   mentally   supplying    words   favorable   to   it.   That
    interpretation would increase the temporal extent of the grantor's
    reservation and defer the grantee's right to possession.                We
    construe the deed against the grantor and against broadening a
    reservation by implication, limiting the temporal scope of the
    discrete reservations created by the deed.
    Seeking support in analogous factual circumstances, Temple
    refers to cases discussing the relinquishment of non-producing
    lease acreage.     There, in the absence of language calling for a
    continual relinquishment, the general rule provides that production
    7
    Temple would prevail if paragraph four stated:
    Provided further that all said gas, oil, and mineral
    reservations shall be extended by five year periods so
    long as commercial operations are being carried on upon
    any of them at the end of the then current extension
    period.
    Likewise, the government's construction could be more clearly
    stated:
    Provided further that each of said gas, oil, and
    mineral reservations shall be extended by five year
    periods so long as commercial operations are being
    carried on upon it at the end of the then current
    extension period.
    11
    anywhere on the leased premises maintains the lease.     See, e.g.,
    Humphrey v. Seale, 
    716 S.W.2d 620
    , 622 (Tex. App.--Corpus Christi,
    1986, no writ).     Temple also contends that when an instrument
    creates mineral interests in multiple tracts of land, subject to
    termination in the absence of production, production from one of
    the tracts will extend the interest in non-producing tracts as
    well. See Mathews v. Sun Oil Co., 
    425 S.W.2d 330
    , 333 (Tex. 1968);
    e.g., Williamson v. Federal Land Bank of Houston, 
    326 S.W.2d 560
    (Tex. Civ. App.--Texarkana 1959, writ ref'd n.r.e.); Hillegust v.
    Amerada Petroleum Corp., 
    282 S.W.2d 892
    (Tex. Civ. App.--Beaumont
    1955, writ ref'd n.r.e.).
    In Williamson, a grantor sold four non-contiguous tracts of
    land.   The deed reserved a non-participating royalty interest in
    "said land" that would permanently vest if mineral production
    occurred within twenty years.   In dicta, the court stated that had
    production occurred within the period on any one of the four
    tracts, the interest would have vested as to all of 
    them. 326 S.W.2d at 562
    .   There was a single reservation, created at the time
    of the sale, governing all of the tracts.   There was no language in
    the deed, as there is here, that separate tracts of land were
    subject to separate reservations.
    Temple maintains that when a lease conveys an interest in non-
    contiguous tracts subject to a habendum clause requiring production
    on "said land" or "said premises," production on only one tract
    will hold the lease as to all tracts conveyed by the lease.     See
    
    Hillegust, 282 S.W.2d at 896
    .       In Hillegust, grantors conveyed
    12
    fractional   interests    in   two    tracts   to   two    grantees.    These
    interests    were   subject    to    termination    if    no   production   was
    occurring at the end of fifteen and twenty years, respectively.
    Grantors' successors argued that the tracts had been severed by
    pre-existing leases and therefore production on one would not
    prevent termination of the grantees' interests in the other.
    Treating the conveyed interests like leases, the court held in
    favor of the grantees.
    The interests subject to termination in Hillegust were held by
    grantees, not reserved by grantors.            We do not accept Temple's
    argument that the reservation provisions of the deed here should be
    treated as a lease's habendum clause.          It is true that both a deed
    conveying a determinable interest and a mineral lease create
    estates subject to the same principles of Texas law.              Midwest Oil
    Corp. v. Winsauer, 
    323 S.W.2d 944
    , 948 (Tex. 1959).                This deed,
    however, did not convey a determinable interest; it reserved one.
    The district court noted that Texas law requires specific
    language to impose a limitation on a grant.                    See Tomlin v.
    Petroleum Corp. of Texas, 
    694 S.W.2d 441
    , 442 (Tex. App.--Eastland
    1985, no writ).     We agree, but as we see it the only grant here was
    to the United States.      Temple conveyed a present interest in the
    surface and a future interest in the mineral estate.                It kept a
    determinable interest in the mineral estate.              The reservation was
    not a grant and Temple gains no comfort from the rule stated in
    Tomlin.
    13
    The longer Temple's present interest in the circular tracts is
    preserved, the less the United States has received as grantee of a
    future interest.   Under Texas law, deeds are construed to vest an
    interest as speedily as their terms will allow.    Victoria Bank &
    Trust Co. v. Cooley, 
    417 S.W.2d 814
    , 817 (Tex. Civ. App.--Houston
    [1st Dist.] 1967, writ ref'd n.r.e.); Hedick v. Lone Star Steel
    Co., 
    277 S.W.2d 925
    , 929 (Tex. Civ. App.--Texarkana 1955, writ
    ref'd n.r.e.); Soper v. Medford, 
    258 S.W.2d 118
    , 122 (Tex. Civ.
    App.--Eastland 1953, no writ).    In the absence of clear language
    preserving Temple's present interest in every tract pending the
    cessation of commercial operations on all others, we adopt that
    reading which gives the grantee an immediate possessory interest.
    We REVERSE the judgment of the district court.   We hold that
    Temple-Inland Forest Products Corporations's mineral interest in
    each of the twenty-two circular tracts reserved in 1985 terminated
    or shall terminate when, at the end of a five-year period, there
    are no commercial operations on that circular tract.     We RENDER
    judgment accordingly.
    14