United States Court of Appeals
Fifth Circuit
F I L E D
IN THE UNITED STATES COURT OF APPEALS May 3, 2006
FOR THE FIFTH CIRCUIT Charles R. Fulbruge III
Clerk
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No. 05-20329
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PETROBRAS AMERICA INC
Plaintiff - Appellant
v.
UNION OIL COMPANY OF CALIFORNIA; UNOCAL CORPORATION; DAN
GREATHOUSE
Defendants - Appellees
CONSOLIDATED WITH
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No. 05-20629
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PETROBRAS AMERICA INC
Plaintiff - Appellee
v.
UNION OIL COMPANY OF CALIFORNIA; UNOCAL CORPORATION; DAN
GREATHOUSE
Defendants - Appellants
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Appeals from the United States District Court
for the Southern District of Texas
No. 4:04-CV-1894
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Before KING, STEWART and DENNIS, Circuit Judges.
PER CURIAM:*
Plaintiff-appellant Petrobras America Inc. appeals the
district court’s conclusion, memorialized in its Memorandum and
Order entered December 20, 2004, that defendants-appellees Union
Oil Company of California, Unocal Corporation, and Dan Greathouse
(collectively, “Unocal”) properly removed this case from state
court. For the reasons cogently set out in the Memorandum and
Order, we agree with the district court that (i) Petrobras’
claims arise out of and are in connection with the parties’
drilling operations on the Outer Continental Shelf and therefore
fall within the Outer Continental Shelf Lands Act’s
jurisdictional grant, 43 U.S.C. § 1349(b)(1)(A), (ii) the
district court thus has original subject matter jurisdiction
satisfying the condition to removal set out in 28 U.S.C. §
1441(a), and (iii) Petrobras’ claims arise under federal law
satisfying the condition to removal set out in 28 U.S.C. §
1441(b).
Petrobras also appeals the district court’s grant of summary
judgment to Unocal. Again, the district court’s reasons for
granting summary judgment are clearly set out in its Memorandum
and Order entered March 23, 2005, which we cannot improve upon.
*
Pursuant to 5TH CIR. R. 47.5, the court has determined
that this opinion should not be published and is not precedent
except under the limited circumstances set forth in 5TH CIR. R.
47.5.4.
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Petrobras’ claim to an option on the 723 Lease directly relates
to and is dependent upon drilling of the Test Well and therefore
necessarily implicates the merger clause in the Well
Participation Agreement covering the 678 Lease, precluding
reliance on parol evidence to prove that the parties had an
antecedent or contemporaneous Overarching Agreement granting
Petrobras additional rights in consideration for drilling the
Test Well. See Omnitech Int’l, Inc. v. Clorox Co., 11 F.3d 1316,
1328-29 (5th Cir. 1994). Further, the actual parol evidence
relied upon by Petrobras for the breach of contract claim does
not show that the parties had a binding agreement for the option
on the 723 Lease that would satisfy the Louisiana statute of
frauds. Finally, the merger clause is also fatal to Petrobras’
promissory fraud, negligent misrepresentation and detrimental
reliance claims because it renders Petrobras’ reliance on extra-
contractual representations unreasonable as a matter of law.
The district court denied Unocal’s motion for attorneys’
fees on the basis that the suit was brought not “for the
enforcement of the WPA” but rather for the enforcement of the
alleged Overarching Agreement. For the reasons set out in its
Order entered June 27, 2005, we agree.
The Final Judgment of the district court entered March 23,
2005, and the Order entered June 27, 2005, are AFFIRMED.
Petrobras shall bear the costs in No. 05-20329, and Unocal shall
bear the costs in No. 05-20629.
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