Jessica Bramlett v. Vertical Resources, Inc.

NOT PRECEDENTIAL
IN THE UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT
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No. 03-1383
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JESSICA BRAMLETT,
Appellant
v.
VERTICAL RESOURCES, INC.; STEPHEN FORD; FRAN
REMINGTON; SNYDER BROTHERS, INC; DAVID O'HARA;
WARREN 150 OIL & GAS ASSOCIATES; DASS PARTNERS;
SYND ENTERPRISES, INC.
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On Appeal From the United States District Court
For the Western District of Pennsylvania
(D.C. No. 01-cv-00426E)
District Judge: Honorable Sean J. McLaughlin
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Argued October 23, 2003
Before: ALITO, FUENTES and BECKER, Circuit Judges.
(Filed : December 4, 2003)
T.F. WEISS, ESQUIRE (ARGUED)
The Weiss Law Firm
Texaco Heritage Plaza
1111 Bagby Street, Suite 2200
Houston, Texas 77002
Attorney for Appellant
ARTHUR D. MARTINUCCI, ESQUIRE (ARGUED)
Quinn, Buseck, Leemhuis, Toohey & Kroto, Inc.
2222 W est Grandview Boulevard
Erie, Pennsylvania 16506

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AL LANDER, ESQUIRE (ARGUED)
Greco & Lander
P.O. Box 667
Clarion, Pennsylvania 16214
J. GREGORY MOORE, ESQUIRE
915 State Street
Erie, Pennsylvania 16501
Attorneys for Appellees
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OPINION
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BECKER, Circuit Judge.
The history of this appeal – by now a veritable saga – is extremely involved.
Because we had an extensive oral argument at which it was reviewed in detail, there is no
need to recount it here. Instead, we limit ourselves to a succinct statement of our ratio
decidendi, which leads us to affirm the order of the District Court.
I.
The claims arising out of the Warren 150 Oil & Gas Associates drilling program
(“Warren 150”), which plaintiff Jessica Bramlett concedes have no real value at all events,
fail because Bramlett lacks standing to pursue them. Bramlett was never a partner in
Warren 150; only her husband Jay Bramlett was a partner and no valid transfer of his
ownership interest to her was ever made (nor could it be made under the partnership
agreement).

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II.
The only claims that Bramlett still pursues are those relating to the Project Hawk-96
Partnership (“Hawk 96”) in which Bramlett was in fact a partner. (Hawk 96 also appears
to be a financially viable defendant.) However, the claims that Bramlett advances arising
out of the Hawk 96 drilling program in effect assert the rights of the partnership. This
makes her suit akin to a derivative action, but under Pennsylvania partnership law only a
limited partner, not a general partner, may bring such action.
Section 8331 of Pennsylvania’s Uniform Partnership Act provides that the rights
and duties of the partners in relation to the partnership shall be determined by the
partnership agreement and that although “all partners have equal rights in the management
and conduct of the partnership business,” “any difference arising as to ordinary matters
connected with the partnership business may be decided by a majority of the partners but
no act in contravention of any agreement between the partners may be done rightfully
without the consent of all the partners.” 15 Pa. C.S.A. §§ 8831 (5) and (8). Vertical
contends, and the District Court agreed, that operating the wells, and by extension, having
or choosing an operator to do so, was an essential element necessary to “carry on their
ordinary business.” (Opinion, p. 23). Therefore, the District Court saw no reason to allow
Bramlett to sustain her cause of action, especially in light of the fact that “the act of every
partner . . . binds the partnership unless the partner so acting has in fact no authority to act
for the partnership in the particular matter and the person with whom he is dealing has
knowledge of the fact that he has no such authority.” 15 Pa. C.S.A. § 8321. Given that

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Bramlett never claimed that the partners who entered into the agreement lacked the
authority to do so, the Court properly assumed that they had and that since they executed a
transfer of control that occurred within the ordinary course of business, the sale was
binding on Bramlett.
At bottom, what Bramlett would have had to do was convince enough other
partners with interests sufficient to get her over 50% (she herself had a 45% interest to
start). This she did not do.
III.
Bramlett’s claim as a putative third party beneficiary of the sales and assignment
contracts between Vertical and Snyder Brothers is not cognizable under Pennsylvania law.
In fact, the notion that a partner qua partner could be a third-party beneficiary of a contract
entered into by the partnership seems antithetical to the very premise of partnership law:
General partners surrender their rights (and capital) to the partnership, reserving only their
right to act against other partners for breach of agreement in how the partnership is to
operate. By contrast, Bramlett’s argument has no stopping point. On her logic, any
general partner of a partnership would be a third-party beneficiary of any contract made by
the partnership, because, after all, partnerships are typically organized with the purpose of
benefitting the partners. If this were true, then any partner would be able to unilaterally
maintain what is essentially a derivative action. But as we note above, Pennsylvania law
does not provide for such an action. Rather, a general partner’s remedies are, depending
on the circumstances, either to convince enough other partners to join her cause, or else to

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bring an action against the other partners for breach of the partnership agreement.
Bramlett did neither.
The judgment of the District Court will be affirmed.

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TO THE CLERK:
Kindly file the foregoing opinion.
/s/ Edward R. Becker
Circuit Judge

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