                    UNITED STATES COURT OF APPEALS
                         For the Fifth Circuit



                             No. 02-60010
                           Summary Calendar


                RUSSELL BARTON GREEN; BETTY M. GREEN,

                                              Plaintiffs-Appellants,


                                VERSUS


                      DENBURY RESOURCES; et al,

                                                          Defendants,

                          DENBURY RESOURCES

                                                  Defendant-Appellee.




             Appeal from the United States District Court
      For the Southern District of Mississippi, Jackson Division
                           (4:00-CV-65-LN)
                            June 13, 2002


Before DeMOSS, PARKER, and DENNIS, Circuit Judges.

PER CURIAM:*

       Denbury Resources, Inc. (Denbury) owns a mineral lease and an



  *
   Pursuant to 5TH CIR. R. 47.5, the Court has determined that this
opinion should not be published and is not precedent except under
the limited circumstances set forth in 5TH CIR. R. 47.5.4.

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easement to operate a pipeline over land belonging to Russell and

Betty Green.   The Greens have alleged that Denbury breached the

easement contract by transporting “off-lease” saltwater through the

pipeline on their property.     They argue that the easement only

allows Denbury to use the pipeline for transporting liquids that

come from the Greens’ land.     The district court granted summary

judgment in favor of Denbury, finding that it acted within its

rights under the mineral lease when it used “off-lease” saltwater

in its exploration efforts.    We AFFIRM.   Because the Mineral Lease

gives Denbury the right to produce oil “in any manner whatsoever,”

and because the pipeline easement does not restrict Denbury’s

rights under the mineral lease, summary judgment was warranted.



                                 I.

     This dispute involves a 328-acre plot of land on an oil field

in southeastern Mississippi.    In 1937, appellant Russell Green’s

grandfather, G. R. Green, sold an oil and gas lease over the plot

to Gulf Oil Company (“the Green lease” or “the Mineral Lease”).

The mineral lease granted Gulf Oil the exclusive right to use the

land for producing oil, gas, sulfur and other minerals as well as

the exclusive right to explore the land for oil and gas “in any

manner whatsoever.”   The lease granted G. R. Green a 1/8 royalty

interest in all oil produced on the land.     Appellants Russell and

Betty Green inherited this plot of land from G. R. Green as well



                                  2
his rights under the mineral lease.1

      Gulf Oil constructed at least four wells on the Greens’ land

during   the   late   1940s.   Although   the   wells   were   initially

productive, they eventually became depressurized and production

slowed. Because there was no “active water drive” in the area, the

naturally existing “trapped pressure” became depleted as oil was

extracted from the wells.      As a result, a substantial amount of

recoverable oil was trapped underground because there was no

pressure left to push the oil to the surface.

      Chevron eventually acquired the production rights under the

Green lease when it purchased Gulf Oil.     In the mid 1990s, Chevron

instituted a “secondary recovery operation” on the Green lease; it

planned to replenish subsurface pressure by forcing saltwater into

the inactive wells.       The influx of water from the secondary

recovery operation creates underground pressure and makes mineral

extraction easier.     Thus, with approval from the Mississippi State

Oil and Gas Board, Chevron converted some of the oil wells on the

Greens’ property into saltwater injection wells and constructed

pipelines to transport saltwater to the converted wells.

      After purchasing the production rights from Chevron in 1998,


  1
    The district court inaccurately stated that the Greens own no
mineral interest in the land.      G. R. Green sold his royalty
interest in the land before the appellants inherited the property,
so the appellants currently receive no royalties under the lease.
The Greens do, however, own a ½ mineral interest in the land. This
misstatement of fact is inconsequential to the disposition of this
case on appeal.

                                   3
Denbury continued the secondary recovery operation on the Greens’

property.    The Greens claim that at least some of the saltwater

that Denbury used to repressurize the oil field came from outside

of the Greens’ property.2        Denbury transported the saltwater to the

injection    wells      using   the   pipeline     on   the   Greens’   property.

Pursuant to a 1999 agreement between Denbury and the Greens (“the

Pipeline    Easement”),     Denbury     has   an   easement     to   operate   the

pipeline to transport oil, gas, saltwater, and other liquids.                  The

Greens argue, however, that the Pipeline Easement only grants

Denbury the right to transport liquids produced from the Green

lease and other lands pooled with the Green lease.               Therefore, the

Greens contend that Denbury exceeded its rights under the Pipeline

Easement    when   it    used   the   pipeline     to   transport    “off-lease”

saltwater.

      The Greens sued Denbury in Mississippi state court arguing

that Denbury’s transportation of “off-lease” saltwater violated the

Pipeline Easement and gave rise to claims for trespass, nuisance,


  2
    There is some question regarding whether Denbury has actually
ever used “off-lease” saltwater in its recovery efforts.        The
Greens have identified no record evidence in their briefs
indicating that off-lease liquids were used. Denbury’s engineer in
charge of operations on the Green lease stated in his affidavit
that since May 1999, “the unit wells in the area of the Plaintiffs’
lands have recovered more barrels of water than have been
injected.” He therefore concluded that “it is fair to say that
most, if not all, water injected since May 1999, has come from the
unitized area.” But because this is an appeal of Denbury’s motion
for summary judgment, we must construe the evidence in the light
most favorable to the Greens. Barhonovich v. Amer. Nat. Ins. Co.,
947 F.2d 775 (5th Cir. 1991).

                                         4
conversion, unjust enrichment, taking without due process of law,

compensatory damages, and punitive damages.       Denbury, which is a

Texas corporation, removed the case to the Southern District of

Mississippi.     After a lengthy discovery period, Denbury filed a

motion for summary judgment arguing that the Mineral Lease permits

it to use “off-lease” saltwater in its production and exploration

efforts and that the Pipeline Easement is not in conflict with the

Mineral Lease.     The district court granted the motion and the

Greens now appeal that ruling.

                                  II.

       “We review a district court’s ruling on motion for summary

judgment de novo, applying the same standards as those that govern

the district court’s determination.”      McKee v. Brimmer, 39 F.3d 94

(5th Cir. 1994).     Summary judgment must be granted if the court

determines that there is no genuine issue as to any material fact

and that the moving party is entitled to judgment as a matter of

law.     Fed. R. Civ. P. 56(c).        To ascertain whether there are

genuine issues of material fact in this Mississippi-based diversity

action, we look to the substantive law of Mississippi.      Lavespere

v. Niagara Mach. & Tool Works, Inc., 910 F.2d 167, 177-78 (5th Cir.

1990).    We must view the evidence in the light most favorable to

the Greens, who are the nonmoving parties.       Barhonovich v. Amer.

Nat. Ins. Co., 947 F.2d 775 (5th Cir.1991).

                                  III.



                                   5
      On appeal, the Greens renew their argument that the Pipeline

Easement   prohibits   Denbury   from   transporting   any   “off-lease”

saltwater over the pipeline.3    In pertinent part, the 1999 Pipeline

Easement gives Denbury an easement over the Greens’ property for:

      the constructing, maintenance, operations, inspecting,
      repairing and removing, in whole or in part, a pipeline
      and appurtenances thereto for the transportation of oil,
      petroleum products, gas, fresh water, saltwater, and
      other liquids or gaseous substances produced from [the
      Greens’] lease or from those lands unitized or pooled
      therewith in connection with [Denbury’s] oil, gas and
      water operations on, under, over, upon, through and
      across the following described lands situated in Jasper
      County, Mississippi . . . .


(R. 501) (emphasis added).   The Greens’ position is that the above

language restricts Denbury’s right to use the pipeline only for

transporting liquids that come from the Greens’ property or from

outside property under a common pooling agreement.

      This position ignores, however, the explicit language in the

Pipeline Easement that preserves Denbury’s rights to produce and

explore for oil under the Mineral Lease:

           It is understood and agreed between the parties
      hereto, that the signing of this agreement by [Denbury]
      does not waive any rights [Denbury] holds and owns by
      virtue of any oil, gas and mineral leases and other
      agreements, recorded or unrecorded; said oil, gas and
      mineral leases and other agreements remain in full force


  3
    The Greens do not claim that Denbury has been negligent in its
secondary recovery operation or that it has damaged the surface of
the Greens’ property. In fact, the Greens concede that Denbury has
conducted a “textbook” secondary recovery operation. (R. 590).
The Greens’ sole complaint is that Denbury had no right to
transport “off-lease” saltwater over the pipeline.

                                   6
     and effect.


(R. 502)      (emphasis    added).      This    “non-waiver   clause”   in   the

Pipeline Easement thus makes clear that Denbury retains its rights

under the Mineral Lease, which gives Denbury broad discretion to

produce and explore for oil “in any manner whatsoever.”             The Lease

specifically provides:

     That the said Lessor . . . does hereby lease, demise and
     let unto said Lessee the tract of land hereinafter
     described with the exclusive right of exploiting the same
     for and producing oil, gas, sulphur and other minerals
     therefrom, and to that end also grants the exclusive
     rights and privileges of exploring in any manner
     whatsoever the said land for mineral indications, of
     drilling and operating thereon for oil, gas, sulphur and
     other minerals . . . .


(R. 398).

     We interpret contracts under Mississippi law using the “four

corners” doctrine; we exam the contract in its entirety and read

its terms as would an ordinary layman.               Pursue Energy Corp. v.

Perkins, 558 So. 2d 349, 352 (Miss. 1990).           In light of the Mineral

Lease’s provision that Denbury may explore for oil “in any manner

whatsoever,” we hold that Denbury did not breach the Pipeline

Easement    when   it   transported     off-lease    saltwater   through     the

pipeline in its secondary recovery efforts.            Denbury’s motives for

using   the    off-lease    saltwater    were    legitimate;   it   sought    to

repressurize the field so that it could revive the nonproductive

wells on the Greens’ lease.             The effort falls squarely within



                                        7
Denbury’s right and obligation to produce oil under the Mineral

Lease.    This is not a case where Denbury used the pipeline for a

purpose unrelated to production, like transporting or depositing

off-lease waste liquids.             By its express language, the non-waiver

clause in the Pipeline Easement preserves Denbury’s right to

produce and explore for oil under the Mineral Lease.

       Although   we       decide    this    case     on    principles       of   contract

interpretation, Mississippi courts have acknowledged the general

principle   that       a    mineral      lessee     may     use   the   surface      where

reasonably necessary to extract minerals. Reynolds v. Amerada Hess

Corp., 778 So. 2d 759, 762 (Miss. 2000) (“Long-established law in

Mississippi provides that the severed mineral owner or lessee has

the right to use the surface of the lands for all reasonable

purposes to explore and drill for oil and gas and may use as much

of the surface as is reasonably necessary to exercise its rights,

but it cannot intentionally or negligently damage or use more of

the land    surface        than     is   reasonably        necessary    in    its   mining

operation.”).      Mississippi courts have also rejected the general

proposition that a subsequent surface lease supersedes a mineral

lessee’s right to use as much of the surface as is reasonably

necessary for mining.             Id. at 762-64.

                                            III.

       The agreements between Denbury and the Greens unambiguously

give   Denbury    the       right    to     explore    for     oil     “in   any    manner



                                             8
whatsoever.”   Denbury’s alleged use of off-lease saltwater to

repressurize wells on the Green lease did not violate the Pipeline

Easement because that agreement explicitly states that the Mineral

Lease remains in “full force and effect.”   We therefore AFFIRM the

district court’s summary judgment ruling.




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