F I L E D
United States Court of Appeals
Tenth Circuit
PUBLISH
JUL 2 2004
UNITED STATES COURT OF APPEALS
PATRICK FISHER
Clerk
TENTH CIRCUIT
PALACE EXPLORATION
COMPANY,
Plaintiff - Appellant,
v. No. 03-5141
PETROLEUM DEVELOPMENT
COMPANY,
Defendant - Appellee.
APPEAL FROM THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF OKLAHOMA
(D.C. No. 98-CV-890-H)
Fred M. Buxton of Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C., Tulsa,
Oklahoma, for Plaintiff-Appellant.
Randall G. Vaughan (John L. Randolph Jr. with him on the brief) of Pray, Walker,
Jackman, Williamson & Marlar, Tulsa, Oklahoma, for Defendant-Appellee.
Before MURPHY, McKAY, and TYMKOVICH, Circuit Judges.
McKAY, Circuit Judge.
This appeal involves the interpretation of an agreement between Plaintiff-
Appellant Palace Exploration Company (“Palace”), an oil and gas investor, and
Defendant-Appellee Petroleum Development Company (“PDC”), a petroleum
company, related to the drilling of a well in Oklahoma. Appellant agreed to
invest in one of Appellee’s drilling prospects. The maps originally sent to
Appellant prior to the agreement contained an inaccuracy. 1 Appellee moved the
location of the well approximately 1600 feet because of the inaccuracy but did not
inform Appellant of the move.
Appellant initially brought this action in New York state court seeking
recision of the exploration agreement and the joint operating agreement that
established its partnership in the subject well with Appellee. The case was
removed to federal court and transferred to the Northern District of Oklahoma.
The district court refused to allow a claim for breach of contract for gross
negligence. On appeal, we reversed and remanded. Palace Exploration Co. v.
Petroleum Dev. Co., 316 F.3d 1110 (10th Cir. 2003).
On remand, the district court was ultimately left with the question of
whether Appellant could prevail on a claim for breach of contract for gross
negligence. Appellee filed for summary judgment. The district court granted the
1
The “geological maps were inaccurate[] because they improperly spotted
the producing zone . . . at the bottom of the hole rather than farther up the well
bore to the south.” Aplt. Br. at 5.
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motion holding that there was no ambiguity in the written agreement and that the
record did not support a finding of gross negligence. Appellant appeals this
ruling. We review de novo the district court’s grant of summary judgment
applying the same legal standards as the district court. Steele v. Thiokol Corp.,
241 F.3d 1248, 1252 (10th Cir. 2001). A grant of “[s]ummary judgment is
appropriate ‘if the pleadings, depositions, answers to interrogatories, and
admissions on file, together with the affidavits, if any, show that there is no
genuine issue as to any material fact and that the moving party is entitled to a
judgment as a matter of law.’” Id. (quoting Fed. R. Civ. P. 56(c)). In “applying
this standard, we view the evidence and draw reasonable inferences therefrom in
the light most favorable to the nonmoving party.” Id. The relevant facts are set
forth in detail in our previous opinion. See Palace Exploration, 316 F.3d at 1112-
16.
Appellant first argues that the district court erred in deciding that the
agreements were unambiguous. At issue are the exploration agreement (“EA”)
and the joint operating agreement (“JOA”) which were prepared by PDC and
executed by Palace. “The EA provided that the initial test well would be drilled
‘in the NW/4 of Section 8, Township 3 North, Range 16 East, Pittsburg County’
and the JOA provided that the well would be drilled ‘in a legal location in the
W/2 of Section 8-T3N-R16E, Pittsburg County.’” Id. at 1114 (quoting EA at 2,
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JOA at 4); Aplt. App. at 122, 132-33. Neither agreement provided for a more
precise drilling location. See id. The parties do not dispute that the EA and JOA,
construed together, do not create an ambiguity. Rather, the EA described a
slightly more specific location than that described in the JOA. Both the JOA and
the EA descriptions encompass the original incorrect well location and the new
well location.
In order to create an ambiguity in the agreements, Appellant relies on the
authority for expenditure cost estimate (“AFE”) provided by PDC and attached to
the EA. The EA provides that “[t]he estimated drill and test costs for the initial
test well are listed in the Authorization for Expenditure (AFE) attached as Exhibit
‘B’” and further states that the AFE is “incorporated in and made a part hereof.”
Aplt. App. at 122, 124. Appellant argues that the AFE created an ambiguity as to
the location of the well by supposedly indicating a more specific location within
that described by the JOA and EA. The AFE indicates that the location of the
well is the “SE Haileyville Prospect SEC. 8-T3N-R16E Pittsburg County,
Oklahoma.” Id. at 125. Appellant’s argument is that the district court ignored the
AFE’s indication of a specific well location – “SE Haileyville Prospect.”
Appellant further argues that this specific location was an undefined term in the
contract but it was defined by the incorrect maps sent by Appellee to Appellant
prior to signing of the agreements.
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Appellant’s argument must fail. “The JOA [and EA are] contract[s] to be
construed like any other agreement.” Pitco Prod. Co. v. Chaparral Energy, Inc.,
63 P.3d 541, 545 (Okla. 2003). “Whether a contract is ambiguous so as to require
extrinsic evidence to clarify the doubt is a question of law for the courts.” Lewis
v. Sac and Fox Tribe of Okla. Hous. Auth., 896 P.2d 503, 514 (Okla. 1994).
When “a contract is clear and free of ambiguity, the court is to interpret it as a
matter of law.” Id. “Where . . . a contract is complete in itself and, when viewed
as a totality, is unambiguous, its language is the only legitimate evidence of what
the parties intended.” Id. The parties’ “intention cannot be determined from the
surrounding circumstances, but must be gathered from a four-corners’
examination of the instrument.” Id.
As noted above, the two binding contracts executed by the parties, the EA
and the JOA, are unambiguous. The EA and the JOA provide a specific legal
description for the well location which does not provide for a staked surface
location or impose upon Appellee an obligation to advise the working interest
owners of the specific site chosen. The new location was within the outer bounds
of the legal description provided by the agreements.
Because the EA and JOA were unambiguous, it was unnecessary for the
district court to consider extrinsic evidence such as the AFE and maps. The
purpose of the AFE was to provide a cost estimate for the drilling of the well. It
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did not purport to further define the well’s location. The undefined term “SE
Haileyville Prospect” does not change the legal description in the two binding
contracts. We agree with the district court that “the contract provides for specific
legal descriptions, and in fact the well was drilled within the four corners of those
legal descriptions.” Aplt. App. at 249.
Appellant next argues that the district court erred in its application of the
exculpatory clause of the JOA. 2 The exculpatory clause shields Appellee from
liability unless it acted with gross negligence or willful misconduct. Specifically,
the JOA designated that PDC, as operator of the contract area, “shall conduct all
such operations in a good and workmanlike manner, but it shall have no liability
as Operator to the other parties for losses sustained or liabilities incurred, except
such as may result from gross negligence or willful misconduct.” Id. at 133.
Therefore, the district court correctly framed its inquiry under the gross
negligence or willful misconduct standard contemplated in the agreement.
Appellant argues that the district court erred in finding no disputed issues
of material fact with regard to the degree of Appellee’s alleged negligence. Gross
negligence is “[t]he intentional failure to perform a manifest duty in reckless
2
In its brief, Appellant admits that “neither party disputed [at the district
court level] that the exculpatory clause of the joint operating agreement set the
standard for determining PDC’s liability as operator for breach of duties not
affirmatively set forth in the agreements.” Aplt. Reply Br. at 6.
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disregard of the consequences or in callous indifference to the life, liberty or
property of another [which] may result in such a gross want of care for the rights
of others and the public that a finding of a willful, wanton, deliberate act is
justified.” Fox v. Oklahoma Mem’l Hosp., 774 P.2d 459, 461 (Okla. 1989); see
also Okla. Stat. tit. 25, § 6. 3
Thus, the sole question is whether a jury could find that Appellee’s conduct
constituted gross negligence or willful misconduct. We agree with the district
court “that even when viewed in a light most favorable to [Appellant,] the record
does not support a finding of gross negligence. Aplt. App. at 249.
Our holding that the parties’ agreements are unambiguous in providing a
specific legal description for the well location, which does not provide for a
staked surface location or impose upon Appellee an obligation to advise the
working interest owners of the specific site chosen, precludes a finding of gross
negligence. The new well location was within the outer bounds of the legal
description provided by the EA and the JOA. Additionally, we agree with the
district court that “[t]here is no manifest duty set forth in these agreements that
3
“Slight negligence consists in the want of great care and diligence;
ordinary negligence in the want of ordinary care and diligence; and gross
negligence in the want of slight care and diligence.”
Okla. Stat. tit. 25, § 6.
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makes it gross negligence for one not to inform [an investor] that the surface
location of a well has been moved.” Id. The contract provides for a specific legal
location and the well was drilled within the four corners of that description.
The maps submitted to Appellant turned out to be inaccurate, and Appellee
moved the location of the well 1600 feet in order to correct the inaccuracy and hit
the agreed-upon target sand. It was perhaps negligent not to inform Appellant of
the change. However, pursuant to the binding agreements in this case, it was not
gross negligence.
Appellant’s reliance on Hamilton v. Texas Oil & Gas Corp., 648 S.W.2d
316 (Tex. Civ. App. 1982), is misplaced. In Hamilton, the court sustained a jury
verdict that the operator of a well was grossly negligent when it relocated a well
without notice to the non-operators. 648 S.W.2d at 323-34. The parties’
agreement had directed that the well be drilled at a specific staked location with
detailed coordinates. Id. at 319. The operator incorrectly located the actual well
site and then tried to hide his error. In our case, the new well location was within
the legal description in the agreements. Additionally, Appellee intentionally
moved the location of the well because it turned out that the maps had
inaccurately reflected the target sand.
AFFIRMED.
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