Lance Dreyer v. Scott Y. Wood ( 2004 )

Opinion issued November 18, 2004

    In The

Court of Appeals

For The

First District of Texas

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  NO. 01-03-00918-CV

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LANCE DREYER, Appellant

V.

SCOTT Y. WOOD AND ENERGY RESERVES GROUP, L.L.C., Appellees

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On Appeal from the 344th District Court

Chambers County, Texas

Trial Court Cause No. 20442

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MEMORANDUM OPINION

          Appellant, Lance Dreyer, sued appellees, Energy Reserves Group, L.L.C. (ERG) and it’s managing director, Scott Y. Wood, for breach of a joint settlement agreement. The court rendered summary judgment in favor of appellees, and appellant appealed, complaining that the joint settlement agreement (JSA) was binding on appellees. We affirm.

BACKGROUND

          In 1995, appellant and Claron Corporation, collectively referred to as “Claron,” entered into a joint settlement agreement and mutual release with Kansas Oil and Gas Corporation, Gulf Shore Petroleum Drilling Partners, L.P., Gulf Shore Petroleum Operating Company, Inc., Maxim Energy Corporation, MFR Trading Corporation, and Norman J. Kravetz, collectively referred to as “KOG,” to settle a series of lawsuits. Appellee Scott Y. Wood signed the JSA in his capacity of president of four of the KOG entities: Kansas Oil & Gas Corp., Gulf Shore Drilling Partner, L.P., Maxim Energy Corp., and MFR Trading Corp. Wood did not sign the JSA in his individual capacity. However, Wood signed a letter in which he agreed to abide by the terms of the JSA. The JSA created an area of mutual interest and provided in part that, should either party acquire an interest in an area defined as the territory of the other, that party would assign the interest to the other, upon demand, for one dollar.

          In May 2003, appellant filed a lawsuit against appellees, alleging that Wood had breached the terms of the JSA by acquiring an oil and gas lease on an area that was assigned to appellant in the JSA and refusing to assign the lease to appellant upon demand and tender of the required funds. Appellees filed a motion for summary judgment asserting that neither ERG nor Wood was a party to the JSA, that ERG is not part of KOG or Claron, that ERG was not formed until 1999, and that Wood did not own any interest in the oil and gas lease at issue. ERG attached, as summary judgment proof, the lease, the certificate of compliance filed by ERG with the Texas Railroad Commission, and the affidavit of ERG’s landman stating that ERG was formed in 1999 and that Wood was managing director of ERG but had no interest in the lease.

          In appellant’s response to the motion for summary judgment, he asserted that Wood’s signature on the JSA and his signature on the letter bound him to the terms of the JSA. He further asserted that, under paragraph eight of the JSA, Wood, KOG, “their shareholders, agents, servants, employees . . . and/or any other person with whom they are now or may hereafter become associated in any manner . . .” were also bound by the agreement.

DISCUSSION

Standard of Review

          Summary judgment under rule 166a(c) is proper only when the movant establishes that there is no genuine issue of material fact and that the movant is entitled to judgment as a matter of law. Tex. R. Civ. P. 166a(c); Randall’s Food Mkts., Inc. v. Johnson, 891 S.W.2d 640, 644 (Tex. 1995); Lawson v. B Four Corp., 888 S.W.2d 31, 34 (Tex. App.—Houston [1st Dist.] 1994, writ denied). In reviewing a summary judgment, we must indulge every reasonable inference in favor of the nonmovant and resolve any doubts in its favor. Johnson, 891 S.W.2d at 644; Lawson, 888 S.W.2d at 33. We will take all evidence favorable to the nonmovant as true. Johnson, 891 S.W.2d at 644; Lawson, 888 S.W.2d at 33. As movant, the defendant is entitled to summary judgment if the evidence disproves as a matter of law at least one element of each of the plaintiff’s causes of action. Lear Siegler, Inc. v. Perez, 819 S.W.2d 470, 471 (Tex. 1991); Marchal v. Webb, 859 S.W.2d 408, 412 (Tex. App.—Houston [1st Dist.] 1993, writ denied).

The JSA

          In his sole issue, appellant contends that the trial court erred in construing the JSA to be inapplicable to Wood or entities with which Wood was associated. Appellant argues that Wood’s association as an agent-employee of some of the KOG entities and his association with ERG as an employee is sufficient to bind ERG to the terms of the JSA. Appellant asserts that the JSA was “written to broadly apply to the parties, their agents, and other associated with the parties, past present and future.”

          Paragraph eight of the JSA does not, and indeed could not, bind all parties who are associated in any manner with Wood or the KOG entities. Paragraph eight is a part of the full and complete release of all claims between KOG and Claron. As such, it extends to any party who might assert an interest in the subject of the claim because of its association with either KOG or Claron. Paragraph eight does not bind any third party to the terms of the JSA merely because it may have some relationship with Wood.

          Appellees’ summary judgment proof established that ERG was not a party to the JSA and that Wood has no interest in the lease granted to ERG. Appellant produced no summary judgment proof to show a fact issue regarding whether ERG was a party to the JSA or whether Wood has an interest in the lease. Therefore, the trial court did not err in rendering summary judgment in favor of appellees.

          We overrule appellant’s sole issue.

Conclusion

          We affirm the judgment.

                                                                        Sam Nuchia

                                                                        Justice

Panel consists of Justices Nuchia, Hanks, and Higley.