PLANT OWNER CANNOT ESCAPE LIABILITY FOR COSTS AFTER ASSUMING OBLIGATIONS UNDER UNAMBIGUOUS AGREEMENT

摘要

In Northern Natural Gas Co. v. Chisos Joint Venture I, 142 S.W.3d 447 (Tex. App.-El Paso 2004, no pet. h.), the court upheld summary judgment against Northern Natural Gas Co., a former natural gas purchaser, in favor of Chisos Joint Venture I, the owner of gas processed through a gas plant in Pecos County known as the Coyanosa Facility, and Duke Energy Field Services, Inc., the plant operator. The plant was owned and operated under a 1965 agreement among several gas producers in the area, including Miles Kimball Company, predecessor to the interest of Chisos. Kimball's gas was sold to Northern under a gas purchase contract that expired in 1991. In 1977 Kimball and Northern entered into a purchase and sale agreement (the PSA) under which Northern agreed to purchase Kimball's interest in the plant and assume Kimball's share of operating costs. After Kimball fulfilled its obligation to drill a well, which it also agreed to do under the PSA, Kimball delivered an assignment of its interest in the plant to Northern. For the next 18 years Northern paid its share of the plant's operating costs. In 1998, however, Northern refused to pay for its portion of a new compressor installation. In April 1999, Duke demanded that Northern pay 548,221.14 dollars and threatened to shut in Northern's share of gas processed through the plant. Northern claimed it had not actually acquired Kimball's interest in the plant and was not responsible for any of the costs. The gas Duke was threatening to shut in belonged to Chisos, so it filed suit against both Northern and Duke for a declaratory judgment establishing Northern's liability for plant costs. The trial court rendered summary judgment declaring Northern an owner of the plant responsible for its share of costs.