Joseph E. Ennis, Sr.; Marjorie G. Ennis v. CHESAPEAKE APPALACHIA, LLC, an Oklahoma limited liability company

UNPUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT
No. 13-1311
JOSEPH E. ENNIS, SR.; MARJORIE G. ENNIS,
Plaintiffs – Appellants,
v.
CHESAPEAKE APPALACHIA, LLC, an Oklahoma limited liability
company; STATOIL USA ONSHORE PROPERTIES, INC., a Delaware
corporation; RANGE RESOURCES-APPALACHIA, LLC, a Delaware
limited liability company,
Defendants – Appellees.
Appeal from the United States District Court for the Northern
District of West Virginia, at Wheeling. John Preston Bailey,
Chief District Judge. (5:12-cv-00105-JPB)
Submitted: August 20, 2013 Decided: October 2, 2013
Before KING, KEENAN, and DIAZ, Circuit Judges.
Affirmed by unpublished per curiam opinion.
Michael C. Harris, HARRIS WELSH & LUKMANN, Chesterton, Indiana;
Eric M. Gordon, BERRY, KESSLER, CRUTCHFIELD, TAYLOR & GORDON,
Moundsville, West Virginia, for Appellants. Kevin C. Abbott,
REED SMITH LLP, Pittsburgh, Pennsylvania, for Appellees.
Unpublished opinions are not binding precedent in this circuit.

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PER CURIAM:
In this diversity action, plaintiffs Joseph E. Ennis, Sr.,
and Marjorie G. Ennis, owners of an eighty-eight-acre parcel in
Ohio County, West Virginia, seek a declaration that (1) they did
not enter into a binding “oil, gas and coalbed methane gas
lease” with defendant Range Resources-Appalachia, LLC (nee Great
Lakes Energy Partners, LLC), and (2) Range thus did not validly
assign any lease to defendants Chesapeake Appalachia, LLC, and
Statoil USA Onshore Properties, Inc. The Ennises also allege
that they are entitled to compensatory and punitive damages for
the loss of income and diminished property value that have
resulted from the defendants’ illegal claim on the Ennises’ oil
and gas.
Concluding that a fully enforceable lease exists between
the Ennises and Range, the district court granted a motion, made
by Range solely on its own behalf, to dismiss the Ennises’
complaint pursuant to Federal Rule of Civil Procedure 12(b)(6).
See Ennis v. Chesapeake Appalachia, LLC, No. 5:12-cv-00105 (N.D.
W. Va. Feb. 8, 2013) (the “Dismissal Order”). That same day,
the court issued an order for the Ennises to show cause why the
complaint should not be dismissed as to Chesapeake and Statoil,
in that the Ennises’ claims against those two defendants seem to
hinge on the lack of a binding lease with Range. In response,
rather than contending that their claims against Chesapeake and

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Statoil are independent of their claims against Range, the
Ennises filed a Rule 59(e) motion to alter or amend the
Dismissal Order on the ground that the court erred in
pronouncing a binding lease. Adhering to its earlier ruling,
the court denied the Ennises’ Rule 59(e) motion and dismissed
the complaint in its entirety. See Ennis v. Chesapeake
Appalachia, LLC, No. 5:12-cv-00105 (N.D. W. Va. Mar. 1, 2013)
(the “Rule 59(e) Order”). The Ennises timely noted this appeal
from the final judgment, contesting both the Dismissal Order and
the Rule 59(e) Order.
The Ennises maintain that they made an offer to enter into
a lease when, on August 1, 2006, they signed and tendered a
lease form that had been provided to them by Range that June;
the form contained a commencement date of “this __ day of June,
2006.” On August 28, 2006, the form bearing the Ennises’
signatures — now altered by Range to reflect a commencement date
of August 1, 2006 — was executed on Range’s behalf. Range
promptly recorded a memorandum of lease commencing on August 1,
2006, and conveyed its interest in the lease to Chesapeake
(73.12%) and Statoil (26.88%) effective July 1, 2010. According
to the Ennises, they believed for four years that they had
entered into a binding lease with Range that had commenced on an
unspecified day in June 2006, but were disabused of that belief
sometime in 2010 when they discovered Range’s alteration of the

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commencement date to August 1, 2006. The Ennises now insist
that such alteration constituted a counter-offer by Range that
the Ennises never accepted, so that there was no “meeting of the
minds” necessary for the formation of a valid contract.
In pertinent part, the district court agreed with the
Ennises that “[t]he start date on the oil and gas lease is,
indeed, an essential term as it in turn affects the termination
date of the [five-year] lease.” Dismissal Order 5.
Nevertheless, the court expressed no “difficulty in supplying
that date in an effort to remove any uncertainty as to the
rights and responsibilities of the parties.” Id.; see
Restatement (Second) of Contracts § 204 (1981) (“When the
parties to a bargain sufficiently defined to be a contract have
not agreed with respect to a term which is essential to a
determination of their rights and duties, a term which is
reasonable in the circumstances is supplied by the court.”).
The court declined “to enforce a date of ‘this __ day of June,
2006,’” because to do so would not “serve any party’s interest
in establishing a clear start or end date to the lease.”
Dismissal Order 5. Rather, the court deemed August 1, 2006 —
the day the lease was signed by the Ennises, as well as the date
designated by Range — to be the proper lease commencement date.
See id. at 8 (noting that, “had the contract remained in its
original form with the language ‘this __ day of June, 2006,’ the

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Court would have nevertheless supplied the August 1, 2006, date
as the most reasonable term”).
In supplying a reasonable commencement date rather than
deeming the lease wholly unenforceable, the district court
observed that the choice of August 1, 2006, was harmless to the
Ennises. That is, approximately one year remained on the five-
year lease when development of the Ennises’ oil and gas was
attempted, “regardless of whether the June, 2006, or August 1,
2006, dates were used.” See Dismissal Order 7-8 (distinguishing
Southern v. S. Penn Oil Co., 81 S.E. 981 (W. Va. 1914), where
defendant endeavored to use fraudulently altered lease to drill
on plaintiff’s land after expiration of unaltered version of
lease). Because we agree with the foregoing analysis, we affirm
the judgment of the district court. We dispense with oral
argument because the facts and legal contentions are adequately
presented in the materials before the Court and argument would
not aid the decisional process.
AFFIRMED

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