May v. INEOS USA Oil & Gas, 2026 Tex. Bus. 20 (4th Div.) (mem. op.)

2026 Tex. Bus. 20
THE BUSINESS COURT OF TEXAS
FOURTH DIVISION
ROBERTS. MAY, FOXBOROUGH ENERGY §
COMPANY, 	LLC, 	WEST 	GEORGE §
PROSPECT, LLC, STEVEN C. HOWARD, §
METEOR ENERGY, LLC, ALAMO BEACH §
LIMITED 	PARTNERSHIP, ALLEN 	4A §
PROPERTIES, 	LLC , 	BARRY 	SWITZER §
FAMILY, 	L.L.C., 	PATRICIA 	A. 	BEAN, §
INDIVIDUALLY AND AS INDEPENDENT §
EXECUTRIX OF THE ESTATE OF JOE C. §
BEAN, 	DECEASED, 	JOEL 	G. 	BEAN, §
COMMONWEALTH 	INVESTMENT §
CORPORATION, 	PATRICIA 	MARIE §
FERMAN, 	FREDERICK 	E. 	GRABOYES, §
HANNA 	JOYCE 	HODGE, 	ERIC 	T. 	§
HOLMES, 	HUNTER 	MILLER 	FAMILY, §
L.L.C., J & P FAMILY PROPERTIES, LTD, 	§
GLENN C. JENKINS & VIVAN S. JENKINS, §
JREY PROPERTIES, LLC, LARA ENERGY, 	§
INC., NEUHAUS BROOKS INVESTMENTS, §
LLC, 	OLD 	LIPAN 	LIMITED, 	OMAR 	E. §
ORTEGA, 	OWLAW 	REAL 	ESTATE §
HOLDINGS, 	LL C, 	RRJ 	ENERGY, 	LLC, §
JERRY S. STOKES, WESTENERGY, LLC, §
DALE 	M. 	WILCOX, 	TRUSTEE 	OF 	THE §
WILCOX MARITAL BYPASS TRUST, JANE §
A. 	WHITE, 	JAMES 	V. 	WILLIS 	& §
CHARLENE M. WILLIS, and WORSHAM §
ENERGY HOLDINGS, LLC, 	§
Plaintiffs 	§
v. 	§
§
INEOS USA OIL & GAS LLC, CHESAPEAKE §
EXPLORATION, 	LLC, 	CHESAPEAKE §
OPERATING, INC., CNOOC ENE RGY USA §
LLC, LARCHMONT RESOURCES, L.L.C., §
and 	GREG 	WINKLER, 	INDEPENDENT
Cause No. 25-BC04B-0007
FILED IN
BUSINESS COURT OF TEXAS
BEVERLY CRUMLEY, CLERK
ENTERED
5/1/2026

EXECUTOR OF THE ESTATE OF MARK A. §
DOPPS, DECEASED,
Defendants
§
§
MEMORANDUM OPINION AND ORDER
<jfl 	Before the court are Defendants' Objections to Plaintiffs' Summary Judgment
Evidence and Plaintiffs' response. The parties presented their arguments at a
hearing on April 28, 2026.
912 	In its Memorandum Opinion rendered March 27, 2026, this court partially
granted and partially denied Defendants' motion for partial summary judgment.
Mayv. INEOS USA Oil&GasLLC, 2026 Tex. Bus, 14, 2026 WL867698 (4th Div).
In doing so, the court construed the parties' oil and gas Farmout Agreement, which
lies at the heart of their dispute. The court rejected Plaintiffs' contention that their
reversionary back-in interest is triggered on a "well by well" basis. The court held
the contractually defined "Payout" is triggered only by an Earning Well, not by any
well, and is calculated based on aggregated cost recovery for the Earning Well
together with all wells on its corresponding acreage.
<jf3 	Plaintiffs' cross-motion for summary judgment now asks the court to hold as
a matter of law in their favor that Payout is calculated on a well-by-well basis. To
convince the court of their interpretation, they attach evidence that is extrinsic to
the Agreement, comprising Defendants' reports, records, and emails that, according
to 	Plaintiffs, 	show 	"how [the Agreement]'s provisions were implemented in
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practice." Plaintiffs' counsel concedes the challenged exhibits are "post-Farmout
Agreement records, communications, documents."
<j[4 	Defendants object to admission of these exhibits, which Plaintiffs admit are
post-execution "course of performance" 	evidence. In Plaintiffs' response, the
entirety of their legal authority rests in a single footnote citing six cases. Despite
Plaintiffs' statement to the contrary, not one of those cases allowed course-of-
performance or other post-execution evidence to construe an unambiguous contract:
• 	In two of the cases, the Court considered only pre-execution evidence-
not evidence of contractual performance. Barrow-Shaver Res. Co. v.
Carrizo 	Oil 	& 	Gas) 	Inc., 	590 	S.W.3d 	471, 	483-84 	(Tex. 	2019)
(considering circumstances of contractual negotiations); Houston Expl.
Co. v. Wellington Underwriting Agencies) Ltd., 352 S.W.3d 462, 471-72
(Tex. 2011) (considering draft revisions during negotiations).
• 	In the remaining cases, the Court reversed a lower court's use of extrinsic
evidence to construe a contract. URI) Inc. v. Kleberg Cnty., 543 S.W.3d
755, 758, 782 (Tex. 2018); First Bank v. Bi·umitt, 519 S.W.3d 95, 110
(Tex. 2017); Sun Oil Co. v. Madeley, 626 S.W.2d 726, 732-33 (Tex.
1981); see Kachina Pipeline Co. v. Lillis, 471 S.W.3d 445, 453 (Tex.
2015) (affirming reversal of trial court's ruling and rejecting use of
evidence regarding parties' post-execution acquiescence to disputed
fees).
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<jf5 	Plaintiffs 	have 	repeatedly 	stated 	that 	the 	Farmout 	Agreement 	is
unambiguous, but they now also urge that Defendants' construction "is not the only
reasonable construction" of the Agreement. For the reasons described in the court's
prior opinion, only "one reasonable meaning clearly emerges" 	after applying
established contract-construction rules to the Agreement. See Bd. of Regents of Univ.
of Tex. Sys. v. IDEXX Labs., Inc., 691 S.W.3d 438, 444 (Tex. 2024). The court holds
the plain language concerning Plaintiffs' reversionary back-in interest is reasonably
susceptible to 	only one meaning, 	preventing consideration 	of their extrinsic
evidence. See Equinor Energy LP v. Lindale Pipeline, LLC, 69 Tex. Sup. Ct. J . 343
(Mar. 	13, 2026) 	("[C]ourts 	can't consider course-of-performance evidence to
interpret an unambiguous contract").
CONCLUSION AND ORDER
<jf6 	Having considered the parties' briefing, evidence, arguments, and the relevant
law, the court ORDERS that Defendants' objections to Exhibits D through N of
Plaintiffs' Motion are SUSTAINED. The court strikes these exhibits from the
summary-judgment record.
SO ORDERED.
SIGNED ON: May 1, 2026
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Judge of tlie Texas Business Court,
Fourth Division