Com. v. Chesapeake Energy (Anadarko, Aplt.)

[J-52A-2020]
IN THE SUPREME COURT OF PENNSYLVANIA
MIDDLE DISTRICT
SAYLOR, C.J., BAER, TODD, DONOHUE, DOUGHERTY, WECHT, MUNDY, JJ.
COMMONWEALTH OF PENNSYLVANIA : No. 81 MAP 2019
:
: Appeal from the Order of the
v. : Commonwealth Court at No. 58 CD
: 2018 dated March 15, 2019
: Affirming in Part and Reversing in
CHESAPEAKE ENERGY CORPORATION; : Part the Order of the Bradford
CHESAPEAKE APPALACHIA, L.L.C.; : County Court of Common Pleas,
CHESAPEAKE OPERATING, L.L.C.; : Civil Division, at No. 2015IR0069
CHESAPEAKE ENERGY MARKETING, : dated December 15, 2017 and
L.L.C.; ANADARKO PETROLEUM : Remanding.
CORPORATION; AND ANADARKO E&P :
ONSHORE, L.L.C. : ARGUED: May 27, 2020
:
:
APPEAL OF: ANADARKO PETROLEUM :
CORPORATION; AND ANADARKO E&P :
ONSHORE, L.L.C. :
OPINION
JUSTICE MUNDY DECIDED: March 24, 2021
In this appeal by allowance, we consider whether the Commonwealth, by the Office
of Attorney General (OAG), may bring claims under the Pennsylvania Unfair Trade
Practices and Consumer Protection Law (UTPCPL), 73 P.S. §§ 201-1—201-9.3, on
behalf of private landowners against a natural gas exploration and production company
for its alleged deceptive, misleading, and unfair practices in obtaining natural gas leases
from the landowners. We also consider whether the OAG may pursue antitrust remedies
against a natural gas extractor under the UTPCPL. Because we conclude neither of the
OAG’s theories are cognizable under the UTPCPL, we affirm in part and reverse in part
the order of the Commonwealth Court.
I. PENNSYLVANIA’S UNFAIR TRADE PRACTICES AND CONSUMER
PROTECTION LAW
Enacted in 1968, the UTPCPL is Pennsylvania’s consumer protection law.1 “The
UTPCPL was created to even the bargaining power between consumers and sellers in
commercial transactions, and to promote that objective, it aims to protect the consumers
of the Commonwealth against fraud and unfair or deceptive business practices.”
Commonwealth by Shapiro v. Golden Gate Nat’l Senior Care LLC, 194 A.3d 1010, 1023
(Pa. 2018); see also Commonwealth, by Creamer v. Monumental Props., Inc., 329 A.2d
812, 816-18 (Pa. 1974) (noting the UTPCPL’s “underlying foundation is fraud prevention,”
and it was based on the Federal Trade Commission Act, 15 U.S.C. §§ 41-58, and the
Lanham Trademark Act, 15 U.S.C. §§ 1051-1127). As a remedial statute, “the UTPCPL
is to be liberally construed to effectuate its objective of protecting the consumers of this
Commonwealth from fraud and unfair or deceptive business practices.” Ash v. Cont’l Ins.
Co., 932 A.2d 877, 881 (Pa. 2007).
Turning to the UTPCPL’s language and structure, Section 3 declares unlawful
“unfair methods of competition and unfair or deceptive acts or practices in the conduct of
any trade or commerce as defined by [Section 2(4)(i)-(xxi)] and regulations promulgated
[by the Attorney General] under section 3.1[.]” 73 P.S. § 201-3. As alluded to in Section
3, Section 2(4) defines “‘unfair methods of competition’ and ‘unfair or deceptive acts or
practices’” by providing a list of 20 specific actions that sellers are prohibited from
engaging in, “which might be analogized to passing off, misappropriation, trademark
infringement, disparagement, false advertising, fraud, breach of contract, and breach of
1 Act of December 17, 1968, P.L. 1224, No. 387, (as amended 73 P.S. §§ 201-1—201-
9.3).
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warranty.” Gabriel v. O’Hara, 534 A.2d 488, 494 (Pa. Super. 1987) (footnotes omitted);
73 P.S. § 201-2(4)(i)-(xx). In addition to these 20 specific actions, Section 2(4)(xxi)
contains a “catch-all” provision against “[e]ngaging in any other fraudulent or deceptive
conduct which creates a likelihood of confusion or of misunderstanding.” 73 P.S. § 201-
2(4)(xxi).
Section 3 prohibits those “unfair methods of competition and unfair or deceptive
acts or practices” in “trade or commerce.” 73 P.S. § 201-3. In this case, we focus on
Section 2(3), which defines the terms “‘trade’ and ‘commerce’” as “the advertising, offering
for sale, sale or distribution of any services and any property, tangible or intangible, real,
personal or mixed, and any other article, commodity, or thing of value wherever situate,
and includes any trade or commerce directly or indirectly affecting the people of this
Commonwealth.” 73 P.S. § 201-2(3).
To enforce Section 3, the UTPCPL provides,
Whenever the Attorney General or a District Attorney has
reason to believe that any person is using or is about to use
any method, act or practice declared by [Section 3] to be
unlawful, and that proceedings would be in the public interest,
he [or she] may bring an action in the name of the
Commonwealth against such person to restrain by temporary
or permanent injunction the use of such method, act or
practice.
73 P.S. § 201-4. Additionally, the UTPCPL authorizes “any person who purchases or
leases goods or services,” and who is a victim of “a method, act or practice declared
unlawful by section 3” to “bring a private action, to recover actual damages or one hundred
dollars ($100), whichever is greater.” 73 P.S. § 201-9.2. In such private actions, a court
has the discretion to impose treble damages, costs, and attorney fees. Id.
[J-52A-2020] - 3
II. FACTUAL AND PROCEDURAL HISTORY
Anadarko Petroleum Corporation and Anadarko E&P Onshore, L.L.C. (Anadarko)
conducted natural gas exploration and production in the Marcellus Shale formation in the
northeastern Pennsylvania counties of Bradford, Centre, Clinton, Lycoming, Potter,
Sullivan, Tioga, and Wyoming. Second Amended Complaint, 5/3/16, at ¶¶ 261-262.2 To
acquire oil and gas interests, Anadarko employed or contracted with “landmen,” who in
turn negotiated and entered into leases with Pennsylvania landowners to obtain their
properties’ mineral estates. Id. at ¶¶ 72, 269. In a typical oil and gas lease, a landowner
conveys the mineral estate for a term of years to an exploration and production company
in exchange for signing bonus payments, royalties from the sale of oil and gas extracted
from the land, and, at times, protections of surface rights. Id. at ¶¶ 28-30, 72, 74. Further,
the landmen had the ability to alter the standard pre-printed lease form to address a
landowner’s demands through various addenda or even by editing the lease document
on a laptop word processing program. Id. at ¶¶ 80-104; see also, e.g., id. at 100 (“[t]he
exploration and production companies gave such permission depending on the value of
the land owned by the hard-bargaining landowner”). Although these agreements were
referred to as “leases,” the landowner conveyed a fee simple to the mineral estate for a
term of years, which severed the ownership of certain minerals from ownership of the
property’s surface. Id. ¶¶ 77-78; Snyder Bros., Inc. v. Peoples Nat. Gas Co., 676 A.2d
1226, 1230 (Pa. Super. 1996) (“the interest granted to lessee is a fee simple
determinable; the lessor retains a reversionary interest.”); see also Shedden v. Anadarko
E. & P. Co., L.P., 136 A.3d 485, 490 (Pa. 2016) (“[a]n oil and gas lease is in the nature of
a contract, and, thus, is controlled by principles of contract law.”).
2 As we are reviewing rulings on preliminary objections in the nature of demurrers, we
take as true all material facts pled in the complaint, and any reasonable inferences
deduced therefrom. Golden Gate, 194 A.3d at 1022.
[J-52A-2020] - 4
In 2006, Anadarko entered into a joint venture with other companies engaged in
natural gas exploration and production in the Marcellus Shale formation, Chesapeake
Energy Corporation, Chesapeake Appalachia, L.L.C., Chesapeake Operating, L.L.C.,
and Chesapeake Energy Marketing, L.L.C. (Chesapeake). Second Amended Complaint,
5/3/16, ¶ 206. This joint venture included an oral market allocation agreement whereby
Anadarko and Chesapeake allotted the territories in which they acquired oil and gas
leases amongst themselves. Id. at ¶ 211. Specifically, Anadarko allocated to
Chesapeake the counties of Bradford, Sullivan, Tioga, and Wyoming. Id. at ¶ 212. In
return, Chesapeake allocated Clinton, Lycoming, and Potter Counties to Anadarko. Id.
¶ 213. Additionally, each company had the option of partnering on the leases secured by
the other company. Id. at ¶ 214. Anadarko’s landmen did not disclose these agreements
with Chesapeake to prospective lessors. Id. at ¶ 216. The alleged effect of the Anadarko-
Chesapeake joint venture was to eliminate competition in the negotiation of lease terms,
including the signing bonus and royalty amounts to landowners. Id. at ¶¶ 217-19.
The OAG, acting as parens patriae,3 filed this lawsuit against Anadarko and
Chesapeake4 pursuant to the UTPCPL “to restrain unfair methods of competition and
unfair or deceptive acts or practices in the conduct of any trade or commerce declared
3 Parens patriae is “[a] doctrine by which a government has standing to prosecute a
lawsuit on behalf of a citizen, esp. on behalf of someone who is under a legal disability to
prosecute the suit[.]” Parens Patriae, BLACK’S LAW DICTIONARY (11th ed. 2019).
4On June 28, 2020, Chesapeake filed a Chapter 11 bankruptcy case in the United States
Bankruptcy Court for the Southern District of Texas. On July 22, 2020, the bankruptcy
court granted Chesapeake’s emergency motion for entry of an order enforcing the
automatic stay against the OAG. As a result, this Court issued an order on August 26,
2020, taking notice of the bankruptcy court’s decision that the automatic stay applies to
Chesapeake’s appeal in this Court and severing Chesapeake from this appeal. Order,
8/26/2020, at 2 (per curiam). Accordingly, we consider the appeal of Anadarko only. Id.
[J-52A-2020] - 5
unlawful by Section 3 of the UTPCPL.” Id. at 1-2.5 The OAG sought “to recover for
Pennsylvania Landowners money wrongfully deducted from royalty checks as a result of
the wrongful conduct of Defendants[.]” Id. at ¶ 1. Specifically, in its first count against
Anadarko (Count III), the OAG averred that the joint venture and market allocation
agreements Anadarko entered into with Chesapeake were unlawful under UTPCPL
Section 3 because they “impaired the competitive process which deprived Pennsylvania
Landowners from receiving an acreage signing bonus and royalty which would have been
competitive and fair absent the agreement to allocate territories.” Id. at ¶ 225. In its
second and third counts against Anadarko (Counts IV and VI), the OAG alleged
Anadarko’s conduct in the joint venture and in its individual capacity were unlawful under
UTPCPL Section 3 because it “constituted unfair or deceptive acts or practices within the
meaning of Section 2(4) of the UTPCPL, including” subsections 2(4)(ii), (v), (vii), and (xxi).
Id. at ¶¶ 245, 309.
Anadarko filed preliminary objections to the second amended complaint. Relevant
to this appeal, Anadarko argued that the three counts in the OAG’s complaint were legally
insufficient because the UTPCPL applies only to sellers in consumer transactions, and
Anadarko did not sell anything to the landowner when it entered into an oil and gas lease.
Anadarko’s First Amended Consolidated Preliminary Objections, 10/5/16, at ¶¶ 31-41.
Instead, Anadarko explained it purchased the landowner’s mineral rights. Id. at ¶ 40; see
also id. at ¶¶ 43-44 (arguing the subsections of the UTPCPL the OAG cited in its
complaint, 73 P.S. § 201-2(4)(ii), (v), (vii), (xxi), did not apply because they involved the
5 The OAG filed its initial complaint on December 9, 2015. On January 15, 2016, the
OAG filed an amended complaint, and it filed its second amended complaint on May 3,
2016. In addition to the UTPCPL claims, the OAG asserted an antitrust common law
claim based on the common law doctrine against unreasonable restraints of trade.
Second Amended Complaint, 5/3/16, ¶¶ 248-58 (Count V). As this common law claim is
outside the scope of the issues on which we granted allowance of appeal, we do not
discuss it.
[J-52A-2020] - 6
sale or lease of consumer goods or services). Additionally, Anadarko asserted that the
OAG’s allegations of an “oral market allocation agreement” in Count IV are not cognizable
under the UTPCPL because the UTPCPL does not create a cause of action for antitrust
damages. Id. at ¶¶ 81-83.
On December 15, 2016, the trial court overruled Anadarko’s preliminary objections.
The trial court concluded the UTPCPL applied because Anadarko’s purchasing of oil and
gas rights constituted “trade and commerce” as defined in UTPCPL Section 2(3). Trial
Ct. Op., 12/15/16, at 21. It read the UTPCPL Section 2(3) definition of “trade and
commerce” as containing two independent parts, namely: (1) “the advertising, offering for
sale, sale or distribution of any services and any property, tangible or intangible, real,
personal or mixed, and any other article, commodity, or thing of value wherever situate,”
and (2) “includes any trade or commerce directly or indirectly affecting the people of this
Commonwealth.” Id.; 73 P.S. § 201-2(3). The trial court concluded Anadarko’s oil and
gas leasing met both clauses because: (1) the purchase of an oil and gas lease was a
“distribution of services;” and (2) the purchase of an oil and gas lease constituted “any
trade or commerce.” Id. at 21-25 (applying Monumental Props.). The trial court also
overruled Anadarko’s preliminary objection that antitrust claims are not cognizable under
the UTPCPL because the OAG’s allegations of anticompetitive conduct in the joint
venture agreement were “sufficient to survive a demurrer[.]” Id. at 70.
In its opinion and accompanying orders denying the preliminary objections, the trial
court sua sponte identified and certified two issues for immediate interlocutory appeal
pursuant to 42 Pa.C.S. § 702(b): (1) whether the OAG may bring claims under the
UTPCPL in this case; and (2) whether the OAG’s antitrust allegations are cognizable
under the UTPCPL “catchall” provision in Section 2(4)(xxi). Id. at 73-75; see also Trial
Ct. Order, 1/11/18, at 2 (amending 12/15/17 order to also certify for immediate appeal
[J-52A-2020] - 7
Anadarko’s preliminary objection demurring to the UTPCPL antitrust claim). Anadarko
filed a petition for permission to appeal on an interlocutory basis, which the
Commonwealth Court granted and consolidated with Chesapeake’s appeal. Anadarko
Petroleum Corp. v. Commonwealth, 206 A.3d 51, 54 (Pa. Cmwlth. 2019) (en banc).
The Commonwealth Court, en banc, affirmed in part and reversed in part the trial
court order overruling Anadarko’s preliminary objections. Id. at 53. The court affirmed
the trial court’s conclusion that the OAG’s UTPCPL claims based on Anadarko’s conduct
in securing oil and gas leases were “legally viable.” Id. at 59. The court reasoned that
Anadarko’s conduct constituted “‘trade’ and ‘commerce’” under UTPCPL Section 2(3)
because the “leases were, in essence, sales.” Id. at 56. To support this conclusion, the
court applied Monumental Properties, in which this Court concluded residential leases
are sales that are regulated by the UTPCPL. Id. at 57 (analogizing Monumental Props.,
329 A.2d at 822-23). The Commonwealth Court extended Monumental Properties to
business and commercial leases, and it further explained that the oil and gas leases were
tantamount to the sale of property because “under the terms of the at-issue leases, the
private landowners effectively relinquish title to [Anadarko] for natural gas that is extracted
from their land during the lease term, in exchange for some combination of up-front and
royalty payments.” Id.
The Commonwealth Court then noted that in Danganan v. Guardian Protection
Services, 179 A.3d 9 (Pa. 2018), this Court explained the Section 2(3) definition of trade
and commerce contained “two distinct and independent clauses.” Id. (relying on
Danganan, 179 A.3d at 16); see also 73 P.S. § 201-2(3) (“‘trade’ and ‘commerce’ mean
the advertising, offering for sale, sale or distribution of any services and any property,
tangible or intangible, real, personal or mixed, and any other article, commodity, or thing
of value wherever situate, and includes any trade or commerce directly or indirectly
[J-52A-2020] - 8
affecting the people of this Commonwealth.”). Based on Danganan’s statement that the
second clause—beginning with “and includes”—in the Section 2(3) definition contains “an
inclusive and broader view of trade and commerce than expressed by the antecedent
language,” Danganan, 179 A.3d at 16, the Commonwealth Court concluded the “second
clause operates as a catch-all of sorts, enabling ‘‘trade’ and ‘commerce’’ to be defined in
terms of common usage and not just . . . through the narrower, more specific language of
the first clause.” Anadarko Petroleum, 206 A.3d at 57. Accordingly, the Commonwealth
Court used the Merriam-Webster’s Dictionary definitions of “trade” and “commerce,” both
of which include the “buying and selling” of commodities. Id. at 58. Based on these
dictionary definitions, the court concluded Anadarko engaged in trade and commerce
when it entered into the leases to purchase landowners’ subsurface mineral rights. Id.
After concluding Anadarko was engaged in trade and commerce when it
purchased mineral rights through leases, the Commonwealth Court then concluded these
lease transactions can give rise to a UTPCPL claim because Section 3 outlaws all
“‘[u]nfair methods of competition and unfair or deceptive acts or practices in the conduct
of any trade or commerce.’” Id. (quoting 73 P.S. § 201-3). Therefore, the court concluded
that the OAG stated cognizable UTPCPL claims against Anadarko and affirmed the trial
court’s decision overruling Anadarko’s preliminary objections. Id. at 59.
Turning to the issue of whether the OAG’s antitrust claims were cognizable under
the UTPCPL, the Commonwealth Court concluded that the UTPCPL does not render all
antitrust violations actionable, but antitrust violations “can give rise to viable UTPCPL
actions [] if they fit within one of the categories of behavior deemed, by rule or in the Law
itself, ‘unfair methods of competition’ or ‘unfair or deceptive acts or practices.’” Id. at 60.
Applying this, the court found the UTPCPL antitrust claim in Count III of the second
amended complaint, which averred that the joint venture and market sharing agreements
[J-52A-2020] - 9
intrinsically violated the UTPCPL, was not legally viable because conduct generally
impairing competition did not fit into any of the 21 categories of conduct Section 2(4)
describes. Id. Accordingly, the Commonwealth Court reversed the trial court’s order
overruling Anadarko’s preliminary objections to Count III. Id. at 61.
In contrast to Count III, the Commonwealth Court found Count IV pled a legally
viable UTPCPL-based antitrust claim. Id. The court concluded Count IV’s allegations
that Anadarko acted unfairly and deceptively by misleading landowners about the
market’s true demand for mineral rights and about the fairness and competitiveness of
the lease terms fit the UTPCPL catch-all provision of Section 2(4)(xxi), “‘[e]ngaging in any
other fraudulent or deceptive conduct which creates a likelihood of confusion or of
misunderstanding.’” Id. (quoting 73 P.S. § 201-2(4)(xxi)). Therefore, the Commonwealth
Court affirmed the trial court’s order overruling Anadarko’s preliminary objections to Count
IV.6
Judge Anne Covey filed a concurring and dissenting opinion in which she agreed
with the majority that the trial court erred in overruling Anadarko’s preliminary objection
to Count III and dissented from the majority’s holding that the OAG pled legally viable
UTPCPL claims. Id. at 62 (Covey, J., concurring and dissenting). Judge Covey
emphasized that the UTPCPL is a consumer protection statute. Id. (quoting Golden Gate,
194 A.3d at 1023 (stating the UTPCPL “aims to protect the consumers”); Meyer v. Cmty.
Coll. of Beaver County, 93 A.3d 806, 814 (Pa. 2014) (explaining “the legislature enacted
the UTPCPL to account for the fundamental inequality between buyer and seller, and to
protect consumers from exploitative merchants.”)). She explained that in extending the
UTPCPL to residential leases, the Monumental Properties Court reasoned that “[t]he
6Judges Brobson and McCullough concurred in the result only, without filing opinions.
Judge Fizzano Cannon did not participate in the decision.
[J-52A-2020] - 10
Legislature directed that consumers were to be safeguarded by the [UTPCPL]. . . .
[T]enants are in every meaningful sense consumers.” Id. at 63 (quoting Monumental
Props., 329 A.2d at 826). However, she noted that in the oil and gas lease transactions
in this case, the majority and the OAG acknowledged that Anadarko was the
purchaser/consumer and the landowners were the sellers. Id.
Judge Covey observed that the language of UTPCPL Section 2(3) defines trade
and commerce exclusively as acts of selling, i.e., “advertising, offering for sale, sale or
distribution.” Id. at 64 (quoting 73 P.S. § 201-2(3)). She then criticized the majority for
concluding Section 2(3) encompassed purchasing by misreading Danganan. Id. Judge
Covey explained that the Danganan Court held a non-Pennsylvania resident could bring
a UTPCPL action against a Pennsylvania business based on out-of-state transactions by
concluding that the Section 2(3) definition of trade and commerce contains two clauses,
and “the second clause description did not limit the first clause only to ‘trade or
commerce directly or indirectly affecting the people of this Commonwealth.’ 73 P.S.
§ 201-2(3).” Id. (emphasis in original). However, instead of concluding the first clause,
“the advertising, offering for sale, sale or distribution of any services and any
property . . . ,” was not limited by the second, Judge Covey viewed the majority as
concluding the second clause’s use of “trade and commerce” was not limited by the first
clause’s definition of those same terms. Id. She faulted the majority for using Danganan
to disregard the statutory definition of “trade” and “commerce” and instead using
dictionary definitions. Id. at 65 (relying on Commonwealth v. Massini, 188 A.2d 816, 817
(Pa. Super. 1963) (stating that when the legislature defines words, courts must accept
those definitions and cannot substitute dictionary definitions)).
Additionally, Judge Covey opined that the majority’s definition was inconsistent
with the legislative purpose of protecting consumers and that it conflicted with the
[J-52A-2020] - 11
Superior Court’s decisions holding the UTPCPL protects buyers and not sellers. Id. at
65-66 (discussing Gregg v. Ameriprise Fin., Inc., 195 A.3d 930, 940 (Pa. Super. 2018)
(holding vendors have a duty to comply with the UTPCPL in interacting with consumers),
appeal granted, 216 A.3d 222 (Pa. 2019); Schwarzwaelder v. Fox, 895 A.2d 614, 619
(Pa. Super. 2006) (holding the UTPCPL did not apply because the plaintiffs did not
purchase from the defendant); and DeFazio v. Gregory, 836 A.2d 935, 939 (Pa. Super.
2003) (holding the UTPCPL protects buyers not sellers)). Accordingly, Judge Covey
dissented from the majority’s decision permitting the OAG to bring a UTPCPL case on
behalf of the sellers in a transaction against the buyers. Id. at 66.
Although Judge Covey opined her conclusion that the Section 2(3) definition of
trade and commerce did not apply to Anadarko’s conduct as a purchaser meant that all
of the OAG’s UTPCPL claims must be dismissed, including the antitrust claims, she also
found the majority’s reading of the UTPCPL as covering antitrust claims was an act of
improper judicial legislation. Id. at 66 n.5, 67. Accordingly, Judge Covey concluded that
she would hold the trial court erred in overruling Anadarko’s demurrers to Count IV. Id.
at 68.
III. ISSUES AND STANDARD OF REVIEW
This Court granted Anadarko’s petition for allowance of appeal to consider the
following issues:
(1) Are the claims by the Commonwealth, brought on behalf
of private landowners against natural gas extractors
alleging that the extractors used deceptive, misleading,
and unfair tactics in securing natural gas leases from
landowners, cognizable under the Unfair Trade Practices
and Consumer Protection Law?
(2) May the Commonwealth pursue antitrust remedies under
the Unfair Trade Practices and Consumer Protection Law?
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Commonwealth v. Chesapeake Energy Corp., 218 A.3d 1205 (Pa. 2019) (per curiam)
(rephrasing issues for clarity).
As these issues present pure legal questions of statutory interpretation, our
standard of review is de novo, and our scope of review is plenary. MERSCORP, Inc. v.
Del. County, 207 A.3d 855, 861 (Pa. 2019). In construing a statute, a court’s duty is to
give effect to the legislature’s intent and to give effect to all of the statute’s provisions. 1
Pa.C.S. § 1921(a). The plain language of the statute is the best indicator of the
legislature’s intent. Crown Castle NG E. LLC v. Pa. Pub. Util. Comm’n, ___ A.3d ___,
2020 WL 4152006, at *6 (Pa. July 21, 2020). To ascertain the plain meaning, we consider
the operative statutory language in context and give words and phrases their common
and approved usage. Id. Courts must give effect to a clear and unambiguous statute
and cannot disregard the statute’s plain meaning to implement its objectives. Id. “Only if
the statute is ambiguous, and not explicit, do we resort to other means of discerning
legislative intent.” Matter of Private Sale of Prop. by Millcreek Twp. Sch. Dist., 185 A.3d
282, 291 (Pa. 2018).
IV. LEGAL SUFFICIENCY OF UTPCPL CLAIMS
A. PARTIES’ ARGUMENTS
Anadarko asks us to reverse the Commonwealth Court’s holding that the OAG’s
UTPCPL claims are legally cognizable. Anadarko’s Brief at 17. Anadarko emphasizes
that the legislative purpose of the UTPCPL is to protect consumers from sellers’ wrongful
conduct. Id. at 18, 20 (“The UTPCPL is designed to regulate the conduct of sellers in
order to protect buyers in consumer transactions. It was not intended to regulate the
conduct of buyers entering into private contracts with sellers.”).
Anadarko argues the UTPCPL’s plain language confirms the legislative intent to
protect buyers. Id. at 21. First, Anadarko highlights that Section 2(3) defines “trade” and
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“commerce” as the acts of “advertising, offering for sale, sale or distribution,” which are
activities of exclusively sellers. Id. at 20-21 (quoting 73 P.S. § 201-2(3)). Second, all of
the enumerated unlawful trade practices in Section 2(4) “protect buyers from sellers,
whether explicitly through references to ‘sell’ or ‘sales,’ or implicitly by describing activities
undertaken by sellers.” Id. Anadarko emphasizes that it was acting as a buyer/purchaser
in the oil and gas lease transactions that form the basis of the OAG’s UTPCPL claims, a
fact that both the OAG’s second amended complaint and the Commonwealth Court’s
opinion acknowledged. Id. at 8 (citing Second Amended Complaint, 5/3/16, at 63-64), 17,
22-23 (quoting Anadarko Petroleum, 206 A.3d at 57). Because the plain language of the
UTPCPL regulates only sellers, Anadarko claims the OAG cannot bring UTPCPL actions
against it based on its conduct as a purchaser. Id. at 24.
Anadarko identifies two flaws in the Commonwealth Court’s interpretation of the
UTPCPL. First, Anadarko asserts that the court erred in disregarding the clear statutory
definition of “trade” and “commerce.” Id. at 25. Because the legislature supplied a
definition of those terms, Anadarko maintains a court may not disregard that definition
and instead resort to a dictionary definition. Id. Further, “[w]ords and phrases should be
presumed to bear the same meaning throughout a statutory provision absent clear intent
to the contrary, particularly where the term is repeated within a given sentence.” Id. at
26-27 (citing, among other cases, Ratzlaf v. U.S., 510 U.S. 135, 143 (1994) (“A term
appearing in several places in a statutory text is generally read the same way each time
it appears.”)). According to Anadarko, the Commonwealth Court erred in disregarding
the legislative definition of trade and commerce in Section (3).
The second error Anadarko points out is that the Commonwealth Court
misconstrued the second part of the Section 2(3) definition of trade and commerce. Id.
at 27. Again, the second part states “‘trade’ and ‘commerce’ . . . includes any trade or
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commerce directly or indirectly affecting the people of this Commonwealth.” 73 P.S.
§ 201-2(3). Anadarko posits that converting this second part into a “catch-all of sorts,
enabling ‘trade’ and ‘commerce’ to be defined in terms of common usage,” as the
Commonwealth Court did, renders the first part superfluous. Anadarko’s Brief at 27-28
(quoting Anadarko Petroleum, 206 A.3d at 57). Anadarko asserts that reading the second
part as regulating all aspects of a transaction subsumes the first clause, which limits the
definition of trade and commerce to “advertising, offering for sale, sale, or distribution,”
i.e., selling goods. Id. at 28; 73 P.S. § 201-2(3). Further, Anadarko explains that
Danganan confirms its construction of the trade and commerce definition because the
Danganan Court stated “[a]lthough the trade and commerce definition includes a clause
relating to conduct that ‘directly or indirectly affect[s] the people of this Commonwealth,’
that phrase does not modify or qualify the preceding terms.” Danganan, 179 A.3d at 16;
Anadarko’s Brief at 29; see also Anadarko Petroleum, 206 A.3d at 64 (Covey, J.,
concurring and dissenting) (discussing Danganan). Thus, Anadarko maintains the
Commonwealth Court erred in employing the second part of Section 2(3) to expand the
scope of the UTPCPL to permit purchasers to bring actions against buyers/consumers.
Anadarko argues this Court’s decision in Monumental Properties supports its
interpretation that the UTPCPL protects only buyers in commercial transactions.
Anadarko’s Brief at 30. It notes that the Monumental Properties Court held that the
UTPCPL applies to residential leases because landlords are akin to sellers and tenants
are akin to buyers of property. Id. (citing Monumental Props., 329 A.2d at 820). Anadarko
posits that the analysis of the Monumental Properties Court, analogizing tenants to
consumers, would not be necessary if the second part of Section 2(3)’s definition of “trade
or commerce” applied to all commercial transactions, as the Commonwealth Court held
in this case. Id. at 31. Further, Anadarko reads Monumental Properties as holding
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residential leases are a type of consumer transaction because the landlord was selling
property, and not as applying the UTPCPL to all lessees. Id. at 31-32. Anadarko
distinguishes Monumental Properties from this case because the landowner was the
seller of oil and gas interests, and Anadarko was the buyer of those interests. Id. at 32.
Lastly, Anadarko argues “[t]he Legislature has not amended the UTPCPL to
expand the definition of ‘in the conduct of any trade or commerce’ to cover the nature of
private contracts at issue here, and it is not the function of the courts to do so.” Id. at 35.
Anadarko contends the Commonwealth Court subverted the limitations the legislature
chose to place on the UTPCPL as a law designed to protect consumers in commercial
transactions.7 Id. Accordingly, Anadarko asks us to reverse the Commonwealth Court’s
holding that the OAG’s UTPCPL claims were legally cognizable. Id. at 37.
In contrast, the OAG advocates for affirmance of the Commonwealth Court’s broad
definition of “trade” and “commerce” as including Anadarko’s leasing of oil and gas
interests to extract natural gas for commercial sale. OAG Brief at 21, 27. The OAG
contends that courts must liberally construe the UTPCPL. Id. at 27 (relying on
Monumental Props., 329 A.2d at 817 (stating the UTPCPL “is to be construed liberally to
effect its object of preventing unfair or deceptive practices.”)). Accordingly, the OAG
7 Amici curiae, The Pennsylvania Coalition for Civil Justice Reform, The Pennsylvania
Bankers Association, The National Federation of Independent Business, and The
Insurance Federation of Pennsylvania (collectively PCCJR), express concern that the
Commonwealth Court’s decision permits the OAG to apply the UTPCPL broadly to all
business-to-business transactions and contracts. PCCJR Amici Brief at 11-12.
Additionally, amici curiae, Marcellus Shale Coalition, Pennsylvania Independent Oil &
Gas Association, and American Petroleum Institute (collectively MSC), note that the
legislature has regulated the oil and gas industry outside of the UTPCPL and has not
indicated that the UTPCPL regulates oil and gas leases. MSC Amici Brief at 12-13
(referring to the Oil and Gas Lease Act, 58 P.S. §§ 33.1-35.4; and the Recording of
Surrender Documents from Oil and Gas Lease Act, 58 P.S. § 901-905).
[J-52A-2020] - 16
asserts that Anadarko, which bought and sold property interests, and produced and sold
natural gas, conducted “trade and commerce” as defined by Section 2(3).
To support its construction of Section 2(3), the OAG relies on Danganan. Id. at
28. The OAG characterizes the Section 2(3) definition of trade and commerce as
consisting of two parts: (1) “the advertising, offering for sale, sale or distribution of any
services and any property, tangible or intangible, real, personal or mixed, and any other
article, commodity, or thing of value wherever situate;” and (2) “includes any trade or
commerce directly or indirectly affecting the people of this Commonwealth.” Id. (quoting
73 P.S. § 201-2(3)). The OAG reads Danganan as instructing that “the second part of
this definition does not modify or qualify the first part.” Id. Instead, “‘it is appended to the
end of the definition and prefaced by ‘and includes,’ thus indicating an inclusive and
broader view of trade and commerce than expressed by the antecedent language.’” Id.
at 28-29 (quoting Danganan, 179 A.3d at 16). Based on this statement, the OAG reads
Danganan as suggesting that “the second part of the definition is a catch-all provision.”
Id. at 29. The OAG implicitly argues the catch-all nature of the second part enables it to
define “trade and commerce” in terms of common usage, and it defines those terms as
“the business of buying and selling for money.” Id. (relying on May v. Sloan, 101 U.S.
231, 237 (1879); U.S. v. Besser Mfg. Co., 96 F.Supp. 304, 307 (E.D. Mich. 1951), aff’d,
343 U.S. 444 (1952)). Therefore, the OAG maintains Anadarko engaged in trade and
commerce for the purposes of the UTPCPL. Id. at 30.
Additionally, the OAG emphasizes that UTPCPL Section 4 authorizes the OAG to
bring a public enforcement action against any “person” for violations of the UTPCPL.8 Id.
The OAG contrasts Section 4 with Sections 7 and 9.2, which provide rights for
8 The UTPCPL defines “person” as “natural persons, corporations, trusts, partnerships,
incorporated or unincorporated associations, and any other legal entities.” 73 P.S. § 201-
2(2).
[J-52A-2020] - 17
buyers/consumers against sellers. Id. at 31-32. Because Section 4 is not limited to
actions against sellers, the OAG maintains the UTPCPL authorizes it to bring
enforcement actions against any person who engages in unfair and deceptive trade
practices. Id. at 32-33. Accordingly, the OAG urges us to affirm the Commonwealth
Court’s decision that its UTPCPL claims are legally cognizable. Id. at 33.
Anadarko disputes the OAG’s position that the UTPCPL regulates all business
conduct. Anadarko’s Reply Brief at 3. Anadarko reminds that the issue is whether it
engaged in trade or commerce under Section 2(3), not whether it engaged in business
activities generally. Id. at 5. Further, Anadarko criticizes the OAG for suggesting that we
can define trade or commerce differently from the definition the legislature supplied. Id.
at 6 (citing, among others, Commonwealth v. King, 939 A.2d 877, 880 (Pa. 2007);
Allegheny County Sportsmen’s League v. Rendell, 860 A.2d 10, 20 (Pa. 2004) (stating
courts may construe terms according to common usage “[i]n the absence of a specific
statutory definition.”)). Instead, Anadarko contends we cannot discard the legislative
definition of trade or commerce as the acts of “the advertising, offering for sale, sale or
distribution . . . .” Id.Responding to the OAG’s reliance on Section 4, Anadarko argues that section
gives the OAG standing to bring an enforcement action against “any person” only if that
person violates Section 3, i.e., engages in “[u]nfair methods of competition and unfair or
deceptive acts or practices in the conduct of any trade or commerce.” Id. at 7-8.
Anadarko maintains that its alleged leasing practices did not constitute trade or
commerce, so Section 4 does not provide a basis for the OAG to bring an action against
it. Id. at 8.
Lastly, Anadarko maintains there is not a “catch-all” definition of trade or commerce
in Section 2(3). Id. at 9. Instead, Section 2(3) provides a single definition of trade or
[J-52A-2020] - 18
commerce as “advertising, offering for sale, sale or distribution.” Id. at 10. Construing
the definition’s second part—“and includes any trade or commerce directly or indirectly
affecting the people of this Commonwealth”—broadly enough to encompass any
economic activity would render the first part superfluous and irrelevant. Id. Anadarko
contends that Monumental Properties supports its position because the Monumental
Properties Court recognized that the definition of trade or commerce limits the conduct
covered by the UTPCPL, even giving it a liberal construction. Id. Further, Anadarko
points out that while the Danganan Court recognized the second part of the definition was
broad, the Court did not construe the second part of the definition to nullify the first. Id.
at 11. Therefore, Anadarko asks us to reject the OAG’s position that there is a second,
broad definition of trade or commerce. Id.
B. ANALYSIS
The UTPCPL clearly regulates the conduct of sellers, and it does not provide a
remedy for sellers to exercise against buyers. Section 3 of the UTPCPL declares unlawful
“[u]nfair methods of competition and unfair or deceptive acts or practices in the conduct
of trade or commerce[.]” 73 P.S. § 201-3. To resolve this appeal, we focus on the Section
2(3) definition of trade and commerce, which provides:
“Trade” and “Commerce” mean the advertising, offering for
sale, sale or distribution of any services and any property,
tangible or intangible, real, personal or mixed, and any other
article, commodity, or thing of value wherever situate, and
includes any trade or commerce directly or indirectly affecting
the people of this Commonwealth.
73 P.S. § 201-2(3). Reading Section 3 in light of this definition, the UTPCPL prohibits
unfair and deceptive practices in the conduct of “the advertising, offering for sale, sale or
distribution” of goods. Id.; 73 P.S. § 201-3. Thus, the legislature chose to define trade
and commerce as only acts of selling for purposes of the UTPCPL, even though the
ordinary meaning of those terms signifies both buying and selling goods. Accord 73 P.S.
[J-52A-2020] - 19
§ 201-2(4) (defining unfair and deceptive acts as sellers’ conduct). We may not disregard
this policy choice. See Massini, 188 A.2d at 817 (“The legislature may create its own
dictionary, and its definitions may be different from ordinary usage. When it does define
the words used in a statute, the courts need not refer to the technical meaning and
deviation of those words as given in dictionaries, but must accept the statutory
definitions.”). Defining trade and commerce exclusively as acts of sellers aligns with and
effects the legislative purpose of protecting consumers by “equaliz[ing] the market
position and strength of the consumer vis-à-vis the seller[]” and deterring sellers from
using unfair, deceptive, and fraudulent practices. Monumental Props., 329 A.2d at 820.
The Commonwealth Court erred in discarding the specialized legislative definition
of trade and commerce and substituting the dictionary definitions of those terms. To do
so, the Commonwealth Court held that the second part of the Section 2(3) trade and
commerce definition—“and includes any trade or commerce directly or indirectly affecting
the people of this Commonwealth”—is a “catch-all of sorts, enabling ‘‘trade’ and
‘commerce’’ to be defined in terms of common usage and not just . . . through the
narrower, more specific language of the first clause.” Anadarko Petroleum, 206 A.3d at
57. This was flawed for several reasons.
First, the Commonwealth Court failed to recognize that the first part of Section 2(3)
contains the definitions of trade and commerce. When the phrase “trade or commerce”
appears in the second part of Section 2(3), it carries the specialized meaning of “the
advertising, offering for sale, sale or distribution . . .” contained in the first part. 73 P.S.
§ 201-2(3); see also Ratzlaf, 510 U.S. at 143 (“[a] term appearing in several places in a
statutory text is generally read the same way each time it appears.”). Because the
legislature first defined trade and commerce and then used the terms again, the
[J-52A-2020] - 20
Commonwealth Court could not disregard the legislature’s definition in favor of a
dictionary definition.
Second, defining trade and commerce to include both buying and selling renders
superfluous the first part of the definition, which defines trade and commerce as only
selling. This violates the statutory construction principle that “[w]e are not permitted to
ignore the language of a statute, nor may we deem any language to be superfluous.”
Commonwealth v. McCoy, 962 A.2d 1160, 1168 (Pa. 2009). In fact, resorting to a
dictionary or ordinary usage for the definition of trade and commerce ignores and renders
superfluous the very legislative act of providing a definition for those terms. We presume
the legislature was aware of the ordinary meanings of trade and commerce and chose to
define those terms more precisely for purposes of the UTPCPL. If the legislature intended
for trade and commerce to be defined using a dictionary or their ordinary meaning, it
would not have specially defined them in Section 2(3). See Commonwealth v. Hart, 28
A.3d 898, 909 (Pa. 2011) (using dictionary to ascertain the common and approved usage
of a term the legislature did not define); Centolanza v. Lehigh Valley Dairies, Inc., 658
A.2d 336, 340 (Pa. 1995) (“Absent a definition in the statute, statutes are presumed to
employ words in their popular and plain everyday sense, and the popular meaning of such
words must prevail.”).
Third, the Commonwealth Court misapplied Monumental Properties to hold that
the UTPCPL regulates both the buyer and seller in a lease transaction. See Anadarko
Petroleum, 206 A.3d at 58 n.12 (finding the oil and gas lease constituted “sales” as used
in Section 2(3)). This was an unsupported expansion of Monumental Properties. The
Monumental Properties Court held that “the leasing of residences falls within the ambit of
the Consumer Protection Law.” Monumental Props., 329 A.2d at 820 (“the contemporary
leasing of residences envisions are person (landlord) exchanging for periodic payments
[J-52A-2020] - 21
of money (rent) a bundle of goods and services, rights and obligations.”). It, however, did
not hold that the UTPCPL regulates the conduct of both landlord and tenant. Instead, it
explained “[t]he Legislature directed that consumers were to be safeguarded by the
[UTPCPL,]” and “tenants are in every meaningful sense consumers.” Id. at 826. Applying
Monumental Properties to this case, assuming commercial oil and gas leases are subject
to the UTPCPL,9 the UTPCPL provides protection to the consumer/purchaser, which is
Anadarko in this case, from unfair and deceptive practices of the sellers, which are
landowners in this case. Accordingly, Monumental Properties does not support the
Commonwealth Court’s conclusion that Anadarko, as a lessee, was subject to the
UTPCPL.
Fourth, the Commonwealth Court’s interpretation was premised on its misreading
of Danganan. In Danganan, this Court granted the Third Circuit’s request for certification
of the state law question of whether a non-Pennsylvania resident could bring a UTPCPL
claim against a Pennsylvania business arising out of transactions that occurred outside
of Pennsylvania. Danganan, 179 A.3d at 11-12. The class action lawsuit in Danganan
involved UTPCPL claims of out-of-state consumers who contracted with a Pennsylvania-
headquartered business for home security services at their out-of-state homes. Id. at 10.
In deciding those UTPCPL claims were legally cognizable, the Danganan Court observed
that the UTPCPL Section 2 definitions of “person,” “trade,” and “commerce” “evidence no
geographic limitation or residency requirement relative to the Law’s application.” Id. at
16. Regarding the second part of the Section 2(3) definition of trade and commerce, this
Court observed:
9 Because our conclusion that Anadarko was not in the position of a seller for purposes
of the UTPCPL resolves this case, we do not address the broader issue of whether the
UTPCPL applies to commercial business transactions. See supra n.7 and accompanying
text.
[J-52A-2020] - 22
Although the trade and commerce definition includes a clause
relating to conduct that ‘directly or indirectly affect[s] the
people of this Commonwealth,’ that phrase does not modify
or qualify the preceding terms. 73 P.S. § 201-2(3). Instead,
it is appended to the end of the definition and prefaced by ‘and
includes,’ thus indicating an inclusive and broader view of
trade and commerce than expressed by the antecedent
language.
Id. Based on this construction, the liberal interpretation of the UTPCPL, and a
Washington Supreme Court case, we held that a non-Pennsylvania resident may bring a
UTPCPL claim against a Pennsylvania business based on an out-of-state transaction. Id.
at 16-17 (relying on Thornell v. Seattle Serv. Bureau, Inc., 363 P.3d 587, 591 (Wash.
2015) (suggesting unfair and deceptive business practices against nonresidents directly
and indirectly affect the state economy)).
Contrary to the Commonwealth Court’s reading, the Danganan Court did not
conclude that the second part of Section 2(3) altered the first part’s definition of trade and
commerce. Id. at 16. Nor did this Court conclude that the second part of Section 2(3)
operated as a “catch-all” to expand the meaning of trade and commerce beyond what the
legislature specified in the first part. Instead, the Danganan Court said it was “inclusive,”
i.e., included the first part, and “broader” in that it applied to conduct “directly or indirectly
affecting the people of this Commonwealth.” Id. Based on Danganan’s statement that
the second part of Section 2(3) “does not modify or qualify the preceding terms,” we
conclude the Commonwealth Court erred in using the second part of Section 2(3) to
redefine trade and commerce by expanding it to include buying as well as selling.
Applying the plain language of the Section 2(3) definition of trade and commerce
to this case, we conclude the OAG’s UTPCPL claims against Anadarko are not legally
cognizable. In the oil and gas lease transactions at issue, Anadarko was in the position
of a buyer, purchasing rights to the landowners’ mineral estates. In turn, the landowners
were in the position of a seller, conveying their rights in exchange for signing bonuses,
[J-52A-2020] - 23
royalty payments, and other considerations. While the OAG’s second amended
complaint alleged Anadarko engaged in unfair and deceptive conduct in these
transactions, Anadarko was not conducting “trade or commerce” for the purposes of the
UTPCPL because it was not engaged in “the advertising, offering for sale, sale or
distribution” of anything; instead, it was purchasing oil and gas interests from landowners.
Both the Commonwealth Court and the OAG recognized that Anadarko was in the
position of a buyer/consumer in the oil and gas lease transactions. See Anadarko
Petroleum, 206 A.3d at 58 (“Appellants have, by virtue of leasing subsurface mineral
rights, purchased time-limited rights to whatever natural gas is situated underneath the
private landowners' properties.”); Second Amended Complaint, 5/3/16, at ¶¶ 71 (averring
oil and gas exploration and production companies acquired oil and gas rights); 79 (stating
landowners conveyed mineral estates); 271 (averring Anadarko obtained oil and gas
leases from landowners).10 Section 3 of the UTPCPL simply does not regulate buyers’
conduct in commercial transactions. 73 P.S. § 201-3.
10 The dissent agrees that in the leasing transaction, “the landowner conveyed a fee
simple determinable in the mineral estate for a term of years to Anadarko in exchange for
a combination of royalty and bonus payments.” Dissenting Op. at 5-6. Despite this, the
dissent engages in a creative attempt to shoehorn this transaction into the UTPCPL by
asserting Anadarko was actually offering its oil and gas production services to the
landowner. Id. at 6. In support, the dissent points to a single lease the OAG provided as
an example of a subset of leases that were silent on the issue of costs being deducted
from royalty payments. Id. at 7; see also Second Amended Complaint, 5/3/16, at ¶ 83
n.13. The dissent claims that lease required Anadarko to commence drilling and to pay
royalties to the landowner when the wells are not producing. Dissenting Op. at 7-8 (citing
Second Amended Complaint, 5/3/16, at Ex. Q). However, the dissent’s parenthetical
explanation of the lease terms acknowledges that Anadarko was not required to
commence drilling during the lease’s primary term. Id. Further, the terms of the lease
confirm that it did not require Anadarko to take any actions to conduct oil and gas
production operations on the property. Second Amended Complaint, 5/3/16, at Ex. Q.
Specifically, the lease provided “[u]nless sooner terminated or longer kept in force under
other provisions hereof, this lease shall remain in force for a term of seven (7) years from
the date hereof, hereinafter called ‘primary term[;’] and as long thereafter as operations,
as hereinafter defined, are conducted upon said land with no cessation for more than
[J-52A-2020] - 24
Because the OAG’s claims are not cognizable under Section 3, we are not
persuaded by the OAG’s contention that it can nonetheless bring enforcement actions
against any person pursuant to UTPCPL Section 4. Section 4 plainly provides that the
OAG has standing to bring an action only if that person “is using or is about to use any
method, act or practice declared by section 3 of this act to be unlawful[.]” 73 P.S. § 201-
4. Thus, Section 4 does not alter the Section 3 UTPCPL cause of action, or create an
independent cause of action, when the Commonwealth brings the action. Because we
have concluded that the OAG’s averments in the second amended complaint do not plead
a violation of Section 3, the OAG cannot bring a claim under Section 4. Accordingly, the
OAG’s UTPCPL claims against Anadarko are legally insufficient.
V. LEGAL SUFFICIENCY OF UTPCPL ANTITRUST CLAIMS
The second issue we accepted for review, whether antitrust remedies are
cognizable under the UTPCPL, is contingent on a finding that the OAG can bring claims
against Anadarko under the UTPCPL. Because we have concluded that the OAG cannot
bring UTPCPL claims against Anadarko based on its allegedly unfair and deceptive
conduct as a purchaser of mineral estates, the OAG’s antitrust claims in Count IV are
also legally insufficient. Accord Anadarko Petroleum, 206 A.3d at 66 n.5 (Covey, J.,
ninety (90) consecutive days.” Id. at ¶ 2. Further, that lease entitled the landowner to a
“spud fee” of $25,000.00 if Anadarko commenced drilling, but provided that “[i]n the event
a drilling rig does not commence drilling on said lands within the term of the lease as
specified in paragraph three (3), the lease shall expire and no spud fee shall be tendered
nor due.” Id. at ¶ 12. Similarly, the lease provided that Anadarko would pay the
landowner $35.00 per acre if a well was not drilled on the property but the land was utilized
in a unit containing a drill site, but stated “[i]n the event a drilling rig does not commence
drilling on said unitized lands within the terms of the lease as specified in paragraph three
(3), lease shall expire and no unitized drilling fee shall be tendered nor due.” Id. at ¶ 13.
Additionally, Anadarko incurred the obligation to pay royalties to the landowner when the
wells were not producing, but no lease term required Anadarko to drill any wells on the
property. Id. at ¶ 4; see also id. at ¶ 12 (providing the lease can expire without drilling).
Accordingly, that lease does not support the dissent’s position that Anadarko was offering
its oil and gas production services to landowners because the lease did not require
Anadarko to conduct any oil and gas operations.
[J-52A-2020] - 25
concurring and dissenting) (opining Count IV “must also be dismissed since [Anadarko’s]
conduct, as purchasers, does not fall within the UTPCPL’s definition of ‘trade’ and
‘commerce.’”). Thus, the second question is now moot. See Danganan, 179 A.3d at 17
(finding that the resolution of the first question mooted the second question certified for
review); In re Gross, 382 A.2d 116, 119 (Pa. 1978) (“It is well established in this
jurisdiction that this Court will not decide moot questions.”).
VI. CONCLUSION
For these reasons, we conclude the OAG may not bring claims under the UTPCPL
on behalf of private landowners against Anadarko for its alleged unfair and deceptive
practices in acquiring natural gas leases from the landowners. We further find that our
resolution of the first issue renders the second issue moot. Accordingly, we affirm in part
and reverse in part the Commonwealth Court’s decision. We affirm the portion of the
Commonwealth Court’s decision that reversed the trial court order overruling Anadarko’s
preliminary objections to Count III of the OAG’s second amended complaint, and we
otherwise reverse the order of the Commonwealth Court.
Case remanded. Jurisdiction relinquished.
Chief Justice Saylor and Justices Baer, Todd, Donohue and Wecht join the opinion.
Justice Dougherty files a dissenting opinion.
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