                                                          NOT PRECEDENTIAL

       UNITED STATES COURT OF APPEALS FOR THE THIRD CIRCUIT

                                    ________

                                   No. 10-3261
                                   _________


               EUPHEMIA STANDEFER, in her official capacity
                  as Receiver for Scientific Living, Inc., and
                        SCIENTIFIC LIVING, INC.

                                        v.

                    T.S. DUDLEY LAND COMPANY;
                  NEW PENN EXPLORATION COMPANY;
               SOUTHWESTERN ENERGY PRODUCTION CO.;
                 DONALD LOPER, and ADAM C. OLIVIER

                   Euphemia Standefer, Scientific Living, Inc.,
                                                Appellants

                                     _______

                 On Appeal from the United States District Court
                     for the Middle District of Pennsylvania
                            (D.C. No. 3-09-cv-01115)
                 District Judge: Honorable Richard P. Conaboy
                                    _______

                              Argued April 25, 2011

            Before: SLOVITER, GREENAWAY, JR., Circuit Judges
                        and POLLAK,* District Judge


   *
     Hon. Louis H. Pollak, Senior Judge, United States District Court for the Eastern
District of Pennsylvania, sitting by designation.
                                  (Filed: May 11, 2011)
                                          ______

Gene E. Goldenziel (Argued)
Needle, Goldenziel, Pascale & Consagra
Scranton, PA 18503

       Attorney for Appellants

David R. Fine (Argued)
Amy L. Groff
Patricia C. Shea
K&L Gates
Harrisburg, PA l7101

       Attorney for Appellees

                                          ______

                                         OPINION
                                          ______


SLOVITER, Circuit Judge.

       Euphemia Standefer, the Receiver for Scientific Living, Inc., brought this lawsuit

against Southwestern Energy Production, Co., T.S. Dudley Land. Co., NewPenn

Exploration Co., and two of their agents, alleging that an agreement to lease oil and gas

exploration rights under Scientific Living’s land was either subject to rescission as ultra

vires or fraudulently induced. The District Court rejected both claims and Standefer

appeals. We will affirm.

       Standefer’s rescission claim fails because nothing in the Receivership Order

required Standefer to seek court pre-approval before disposing of company assets. The
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Receivership Order only directs that any asset conveyance must comply with “the Order

of this Court”—that is, the Receivership Order itself. Beyond that, it would be perverse

to allow Standefer to rescind a contract based on her own failure to seek court approval.

       Likewise, the District Court properly rejected Standefer’s fraudulent inducement

claim. Standefer could not have justifiably relied on the defendants’ representations that

$100 per acre was the best price she could receive for the lease. She not only had the

opportunity to investigate whether that price was fair, but did indeed do so, contacting her

attorney who told her in no uncertain terms that $100 per acre was not a fair price. As to

Standefer’s claim that she was misled by defendants’ misrepresentation that January 30,

2008, was her last opportunity to sign the lease, there is nothing in the record that

demonstrates that this statement was untrue, much less that the defendants knew it to be

untrue. Although some leases were finalized in the following weeks, this clean-up does

not undermine the veracity of the defendants’ representation that January 30, 2008 was

Standefer’s last chance. The parties dispute whether the parol evidence rule bars

consideration of the extrinsic evidence regarding price and deadline. We need not

resolve this issue because, as outlined above, even if we consider that evidence as

Standefer suggests, judgment in favor of the defendants was proper.

       For the foregoing reasons and substantially for the reasons stated by the District

Court, we will affirm the judgment in favor of the defendants.




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