                                      In The

                                Court of Appeals

                    Ninth District of Texas at Beaumont

                               __________________

                               NO. 09-18-00463-CV
                               __________________

         SAMSON EXPLORATION, LLC, Appellant/Cross-Appellee

                                         V.

    T.W. MOAK AND MOAK MORTGAGE AND INVESTMENT CO.,
                     Appellees/Cross-Appellants
__________________________________________________________________

                On Appeal from the 136th District Court
                       Jefferson County, Texas
                      Trial Cause No. D-195,106
__________________________________________________________________

                          MEMORANDUM OPINION

      This is an oil and gas case involving a dispute over whether land associated

with mineral interests that were leased and included in a pooled unit remained in the

unit after the leases were terminated via foreclosure. The appellant/cross-appellee,

Samson Exploration, LLC (“Samson”) appeals the trial court’s final judgment

awarding equitable damages to the appellees/cross-appellants, T.W. Moak and Moak

Mortgage and Investment Co. (“Moak”). Samson asserts that the trial court
                                         1
misapplied oil and gas law and ruled in favor of Moak, although Moak held neither

a leasehold interest nor a reversionary interest that warranted a share of production

in the pooled unit. Samson further argues that it did not have a duty to afford Moak,

an unleased co-tenant, the opportunity to ratify prior leases that were terminated via

foreclosure. Samson asks this Court to reverse the trial court’s judgment and render

a judgment that Moak take nothing against Samson.

        According to Moak, the trial court correctly determined that it has an interest

in the pooled unit but misconstrued the nature of its interest as a royalty interest

rather than a working interest. Moak argues that because it has a working interest in

the Amelia Gas Unit (“the Unit”), the trial court erred in granting summary judgment

in favor of Samson, Bold Minerals II, LLC (“Bold Minerals”), and Etoco, L.P., 1 on

its claim for an accounting, and erred in assessing equitable damages based on a

calculation of accrued royalties. Moak asks this Court to reverse the trial court’s

summary judgment in favor of Samson and Bold on its accounting claim, reverse the

trial court’s final judgment that Moak take nothing as to Bold and reverse the trial

court’s award of equitable damages against Samson, and render a judgment for

damages in the amount of $171,658.39 against Samson and Bold. In the alternative,



        1
            We will collectively refer to Bold Minerals II, LLC and ETOCO, L.P. as
Bold.
                                           2
Moak asks this Court to affirm the trial court’s award of equitable damages. Bold

filed a brief arguing that Moak does not own a working interest in the Unit and that

Moak has no evidence of damages caused by Bold. Bold asks this Court to affirm

that portion of the trial court’s judgment that Moak take nothing against Bold.

        We affirm the trial court’s summary judgment in favor of Samson and Bold

on Moak’s accounting claim. We reverse the trial court’s final judgment awarding

equitable damages against Samson and render judgment that Moak take nothing as

to Samson. We affirm the trial court’s final judgment that Moak take nothing against

Bold.

                         PROCEDURAL BACKGROUND

        Moak filed suit against Samson, Lucas Petroleum Group, Inc. (“Lucas”), and

Bold2, alleging to be record owners of undivided mineral and leasehold interests in

real property that entitled Moak “to participate in production of oil, gas, and other

minerals therefrom or from lands pooled therewith, or proceeds from the sale

thereof.” Moak alleged that Defendants purport to own undivided mineral interests

with Moak in the real property at issue, together with additional property pooled

therewith, and that Defendants operated a pooled unit that includes the real property



        2
      We will collectively refer to Samson Exploration, LLC, Lucas Petroleum
Group. Inc., ETOCO, T.L.P., and Bold Minerals II, LLC as Defendants.
                                      3
in which Moak is a record owner, but have failed to account to Moak for production

attributable to its share of the undivided mineral interests. Moak asserted claims for

an accounting, conversion, unjust enrichment, negligence, and to quiet title.

      The parties in the case agreed to the stipulations that are summarized below:

         • In February 2012, Samson, Bold Minerals, and Lucas created the Unit

             by executing and recording a Unit Designation that pooled and

             combined certain leases and certain lands for the production, storage,

             processing, and marketing of gas and all hydrocarbons and gaseous

             substances.

         • Bold Minerals assigned ETOCO an interest in the leases subject to the

             Unit Designation.

         • Moak is not a party to any Operating Agreements which govern oil and

             gas operations within the Unit and which designate Samson as the

             operator of the Unit.

         • Samson drilled and completed two wells in the Unit.

         • Moak filed suit against the Defendants alleging causes of action arising

             out of Samson’s failure, as operator, to share with Moak any revenue,

             royalties, and production from the Unit’s oil and gas production with

             respect to six tracts of land, Property A, Property B, Property C,

                                          4
   Property D, Property E, and Property F, which are collectively referred

   to as the Subject Properties.

• At the time the Unit was created, Moak did not own any property

   interest in the Subject Properties or within the boundaries of the Unit.

• In 2010, the property owner of Property A (“Porter”), leased all of her

   fifty percent mineral interest in the property (the “Porter Interest”) to

   Bold Minerals pursuant to a certain Oil, Gas, and Mineral Lease (the

   “Porter Lease”) and at the time the lease was executed, the Porter

   Interest was subject to a deed of trust that was never subordinated to the

   Porter Lease which did not allow Porter to in any way commit or bind

   the mortgagee. The Porter Lease and land were included in the Unit.

   The Porter Interest was foreclosed on pursuant to the deed of trust,

   thereby terminating the Porter Lease, and was eventually acquired by

   Moak pursuant to a Substitute Trustee’s Deed in 2012.

• In 2010, the property owner of Property B (“Keys”), leased all of her

   fifty percent mineral interest in the property (the “Keys Interest”) to

   Bold Minerals pursuant to a certain Oil, Gas, and Mineral Lease (the

   “Keys Lease”) and at the time the lease was executed, the Keys Interest

   was subject to a deed of trust that was never subordinated to the Keys

                                   5
   Lease which did not allow Keys to in any way commit or bind the

   mortgagee. The Keys Lease and land were included in the Unit. The

   Keys Interest was foreclosed on pursuant to the deed of trust, thereby

   terminating the Keys Lease, and was eventually acquired by Moak

   pursuant to a Special Warranty Deed in 2012.

• In 2010, the property owner of Property C (“Jones”), leased all of her

   fifty percent mineral interest in the property (the “Jones Interest”) to

   Bold Minerals pursuant to a certain Oil, Gas, and Mineral Lease (the

   “Jones Lease”) and at the time the lease was executed, the Jones Interest

   was subject to a deed of trust that was never subordinated to the Jones

   Lease which did not allow Jones to in any way commit or bind the

   mortgagee. The Jones Lease and land were included in the Unit. The

   Jones Interest was foreclosed on pursuant to the deed of trust, thereby

   terminating the Jones Lease. The interest in Property C was acquired

   by a third party and eventually leased to Moak pursuant to an Oil, Gas,

   and Mineral Lease in 2013. The Unit Designation was never amended

   to add the said Moak Lease to the Unit.

• In 2010, the property owner of Property D (“Anderson”), leased all of

   her fifty percent mineral interest in the property (the “Anderson

                                6
   Interest”) to Bold Minerals pursuant to a certain Oil, Gas, and Mineral

   Lease (the “Anderson Lease”) and at the time the lease was executed,

   the Anderson Interest was subject to a deed of trust that was never

   subordinated to the Anderson Lease which did not allow Anderson to

   in any way commit or bind the mortgagee. The Anderson Lease and

   land were included in the Unit. The Anderson Interest was foreclosed

   on pursuant to the deed of trust, thereby terminating the Anderson

   Lease. The interest in Property D was acquired by a third party and

   eventually leased to Moak pursuant to an Oil, Gas, and Mineral Lease

   in 2012. The Unit Designation was never amended to add the Moak

   Lease to the Unit.

• In 2010, the property owners of Property E (“Wilson”), leased all of

   their fifty percent mineral interest in the property (the “Wilson

   Interest”) to Samson pursuant to a certain Oil, Gas, and Mineral Lease

   (the “Wilson Lease”) and at the time the lease was executed, the Wilson

   Interest was subject to a deed of trust that was never subordinated to the

   Wilson Lease which did not allow Wilson to in any way commit or bind

   the mortgagee. The Wilson Lease and land were included in the Unit.

   The Wilson Interest was foreclosed on pursuant to the deed of trust,

                                7
   thereby terminating the Wilson Lease. The interest in Property E was

   acquired by a third party and eventually leased to Moak pursuant to an

   Oil, Gas, and Mineral Lease in 2013. The Unit Designation was never

   amended to add the Moak Lease to the Unit.

• Moak has never owned record title to Property F. Moak’s mineral claim

   to ownership of Property F is by virtue of various legal claims,

   including but not limited to the Strips and Gores Doctrine by way of

   Moak’s ownership interest in adjacent Property A.

• Neither of the wells located in the Unit had a surface or bottom hole

   location on or within 467 feet of any of the Subject Properties.

• There has been no revival or ratification of the Porter Lease, the Keys

   Lease, the Jones Lease, the Anderson Lease, or the Wilson Lease.

• There has been no redemption by the Mortgagors of the Porter Interest,

   the Keys Interest, the Jones Interest, the Anderson Interest, or the

   Wilson Interest with respect to the relevant deeds of trust.

• There is no evidence by written lease or otherwise that Moak had a

   contractual relationship with Defendants with respect to the Unit or

   Moak’s interest in the Subject Properties.



                                8
         • Moak was never a party to any Operating Agreement or Unit

            Designation.

         • Moak never entered into an oil and gas lease with any of Defendants

            concerning his mineral interests in the Subject Properties.

         • The inclusion of the leases and the land of the Subject Properties in the

            Unit were terminated when the leases were terminated due to

            foreclosure.

         • Moak is not entitled to any royalty or other interests prior to obtaining

            an ownership in the Subject Properties.

         • Moak has not entered into any agreement with the mortgagees of the

            Subject Properties.

         • Moak does not claim any defect in the foreclosure of the Subject

            Properties.

         • Samson had a valid oil and gas lease covering fifty percent mineral

            interest in the Subject Properties that was not covered by the leases at

            issue.

      Moak filed a traditional motion for partial summary judgment, in which it

contended that based on the Texas Supreme Court’s ruling in Wagner & Brown, Ltd.

v. Sheppard, 282 S.W.3d 419 (Tex. 2008), it is entitled to summary judgment

                                        9
because its participation in the pooled unit did not end with the termination of the

Subject Properties’ leases via the foreclosure of the mortgages of the original owners

and lessors. According to Moak, because the pooling provisions in the Subject

Properties’ leases pooled the land rather than the lease itself, the termination of the

predecessor leases did not terminate Moak’s participation in the pooled unit because

the land that is the subject of Moak’s mineral interest was still bound when the leases

terminated. Moak contends that the pooling agreement in the leases is independent

and outlives the leases because it is based on the actual land, and once the leases

terminated, the ownership of the minerals reverted to the mineral owners.

      Defendants filed a traditional motion for summary judgment, in which they

asserted that at the time the Unit was created, Moak did not own any interest in the

Subject Properties, and the original landowners of the Subject Properties executed

leases with Samson that were wiped out by foreclosure of superior deeds of trust.

According to Defendants, Moak has no interest in the original leases because they

terminated prior to Moak obtaining the mineral interests in the Subject Properties.

Defendants argue that Sheppard is distinguishable from this case because (1) none

of the wells were drilled on or producing from any of the properties owned or leased

by Moak, and (2) the pooled leases and the reversionary interests in the Subject

Properties were wiped out by the foreclosure of the prior, superior deeds of trust.

                                          10
According to Defendants, Moak is not an interest holder in any leases or land pooled

in the Unit, but is instead an unleased co-tenant of the mineral estates of the Subject

Properties. Further, Defendants argue that because the wells are not producing from

the Subject Properties, Moak has no interest in the production from the wells.

Defendants also argue that as an unleased mineral co-tenant, Moak has no right to

an accounting or to payments from the production of minerals in the Unit because

Moak’s unleased mineral interests are not pooled in the Unit.

       After considering the parties’ joint factual stipulations, competing motions

for summary judgment, the evidence, and the applicable law, the trial court issued a

letter ruling. The trial court found that, when viewed in light of Sheppard, the parties’

factual stipulations and evidence unequivocally establish that the lands associated

with Moak’s mineral interests continued to be included in the pooling unit, despite

the foreclosure of the Subject Properties. The trial court determined that the Unit’s

formation document was a written agreement between Defendants and operated

independently from any chain of title of the foreclosed Subject Properties. The trial

court found that the termination of the mineral leases via foreclosure did not change

any of the lands committed to the Unit. The trial court denied both parties’ summary

judgment motions as to Moak’s causes of action for suit to quiet title, negligence,

conversion, and unjust enrichment. The trial court granted Defendants’ motion for

                                           11
summary judgment as to Moak’s claim for an accounting, finding that although

Moak may be entitled to equitable relief on other grounds, the right to an accounting

exists by virtue of a contract, and Moak is not entitled to an accounting of royalty

payments because there is no contractual relationship between Moak and

Defendants. The trial court entered an order on Defendants’ and Moak’s competing

motions for summary judgment, granting Defendants’ motion as to Moak’s claim

for an accounting and denying Defendants’ and Moak’s motions as to the remainder

of the issues. The case proceeded to a bench trial.

                                    THE TRIAL

      The trial court heard testimony from T.W. Moak (‘T.W.”) who testified about

how he had acquired the leases on the five Subject Properties, and how Samson had

denied his requests to include his leases in the Unit; and how, even though the leases

provided the original lessors or owners a royalty interest, T.W. believed that he was

entitled to a working interest in the Subject Properties from the time he acquired

them. T.W. testified that he requested that Samson provide him with an accounting

of the proceeds that Samson had derived from his interests. According to T.W.,

Samson was contractually obligated to provide an accounting under the pooling

provision despite the leases being broken through foreclosure. T.W. explained that

he never requested that Samson allow him to ratify the leases.

                                         12
      John Selman, a shareholder of Bold, testified that he had an interest in the

Unit. Selman testified that Samson claimed that it had placed the royalties formerly

payable to the lessors of the foreclosed interests into no-pay status. Selman explained

that he could not verify Samson’s assertion that the accumulated royalties amounted

to $43,188.88. Selman testified that the original lessors of the Subject Properties

only had a royalty interest. Selman explained that Moak was seeking a working

interest, which is similar to a net profit basis, which none of the original leases had.

      The trial court issued a letter ruling explaining that most of the relevant facts

are generally uncontested and that the task before the trial court was to resolve a

disputed question of law. The trial court reaffirmed its summary judgment ruling,

finding that the termination of the respective mineral leases via foreclosure did not

change any of the lands committed to the Unit. The trial court determined that the

question was whether Moak, as an unleased mineral co-tenant within the pool, had

an equitable claim for any production, proceeds, or royalties from the two wells

within the Unit. The trial court noted that in its summary judgment ruling it found

that Moak’s mineral interests were effectively unmarketable post-foreclosure

because of the Texas 40-acre spacing rule and the presence of the two producing

wells within the Unit. The trial court found that Moak was entitled to some equitable



                                          13
relief and should have been afforded the opportunity to ratify the identical terms of

the prior mineral leases, pre-foreclosure.

      At Defendants’ request, the trial court issued findings of fact and conclusions

of law. The trial court rendered judgment for Bold against Moak on all of Moak’s

claims and ordered that Moak recover nothing from Bold. The trial court rendered

judgment for Moak against Samson on its claims for conversion and unjust

enrichment, ordered Moak to recover equitable damages from Samson in the amount

of $43,188.88, and ordered that Moak take nothing against Samson on its claims for

suit to quiet title and negligence. Samson appealed the trial court’s final judgment.

Moak appealed the trial court’s final judgment and the trial court’s ruling on the

competing motions for summary judgment.

                    MOTION FOR SUMMARY JUDGMENT

      We first address Moak’s cross-issue, in which Moak argues that the trial court

erred in granting summary judgment in favor of Samson and Bold on Moak’s claim

for an accounting, because the trial court incorrectly determined that Moak has only

a royalty interest in the Unit. According to Moak, as an unleased mineral co-tenant

with a working interest, it is entitled to an accounting. Moak asks this Court to

reverse the trial court’s summary judgment in favor of Defendants on its claim for

an accounting.

                                         14
      We review summary judgment orders de novo. Provident Life & Accident Ins.

Co. v. Knott, 128 S.W.3d 211, 215 (Tex. 2003). The party moving for traditional

summary judgment must establish that (1) no genuine issue of material fact exists,

and (2) it is entitled to judgment as a matter of law. Tex. R. Civ. P. 166a(c); Randall’s

Food Mkts., Inc. v. Johnson, 891 S.W.2d 640, 644 (Tex. 1995). If the moving party

produces evidence entitling it to summary judgment, the burden shifts to the non-

movant to present evidence that raises a fact issue. Walker v. Harris, 924 S.W.2d

375, 377 (Tex. 1996). In determining whether there is a disputed material fact issue

precluding summary judgment, evidence favorable to the non-movant will be taken

as true. Nixon v. Mr. Prop. Mgmt. Co., 690 S.W.2d 546, 548-49 (Tex. 1985). We

review the summary judgment record “in the light most favorable to the nonmovant,

indulging every reasonable inference and resolving any doubts against the motion.”

City of Keller v. Wilson, 168 S.W.3d 802, 824 (Tex. 2005).

       When both parties move for summary judgment on the same issue and the

trial court grants one motion and denies the other, the reviewing court considers the

summary judgment evidence presented by both parties and determines all the

questions presented. Mann Frankfort Stein & Lipp Advisors, Inc. v. Fielding, 289

S.W.3d 844, 848 (Tex. 2009). If the reviewing court determines that the trial court

erred, the reviewing court renders the judgment the trial court should have rendered,

                                           15
Id. We must affirm the summary judgment if any of the grounds asserted in the

motion are meritorious. Tex. Workers’ Comp. Comm’n v. Patient Advocates of Tex.,

136 S.W.3d 643, 648 (Tex. 2004).

      We first examine whether Moak established that it is entitled to judgment as

a matter of law on its accounting claim. See Tex. R. Civ. P. 166a(c); Fielding, 289

S.W.3d at 848. In determining that Samson and Bold were entitled to summary

judgment as to Moak’s claim for an accounting, the trial court relied on the parties’

stipulation stating that “no contractual relationship, evidenced by written lease or

otherwise, ever existed between Moak and Defendants with respect to the Unit or

Moak’s interest in the Subject Properties.” The trial court found that although Moak

may be entitled to equitable relief on other grounds, the right to an accounting exists

by virtue of a contract, and because there is no contractual relationship between

Moak and Defendants, Moak is not entitled to an accounting of royalty payments.

      Had Defendants produced minerals from the Subject Properties in which

Moak has a mineral interest, Defendants would have to account to Moak for its share

of minerals produced less the necessary and reasonable costs of producing and

marketing the minerals. See Superior Oil Co. v. Roberts, 398 S.W.2d 276, 277 (Tex.

1966); Hunt Oil Co. v. Moore, 656 S.W.2d 634, 642 (Tex. App.—Tyler 1983, writ

ref’d n.r.e.). However, the record shows that no minerals were produced from the

                                          16
Subject Properties and that Moak had no contractual relationship with Defendants

or the other owners of mineral interests in the Unit which would give Moak the right

to minerals produced from the Unit. See Superior Oil Co., 398 S.W.2d at 277-78;

Hunt Oil Co., 656 S.W.2d at 642. The record also shows that Moak did not revive

or ratify the leases on the Subject Properties that had been terminated by foreclosure.

See Superior Oil Co., 398 S.W.2d at 277; Hunt Oil Co., 656 S.W.2d at 642. Because

Moak has no contractual relationship with Defendants, Moak failed to prove as a

matter of law that it was entitled to an accounting. See Tex. R. Civ. P. 166a(c);

Fielding, 289 S.W.3d at 848; Hunt Oil Co., 656 S.W.2d at 642. We conclude that

the trial court did not err in granting summary judgment in favor of Samson and Bold

on Moak’s claim for an accounting. We overrule Moak’s cross-issue and affirm the

trial court’s summary judgment.

                                FINAL JUDGMENT

      In issue one, Samson argues that the trial court improperly interpreted the

Unit’s designation and retroactively awarded Moak royalties on a reversionary

interest that was never leased or pooled in the Unit. According to Samson, the Unit

only pooled leasehold mineral interests and not the reversionary interests of the prior

leaseholders. Samson contends that because the Unit designation does not contain

language that pools any reversionary mineral interests of the original lessors, the

                                          17
reversionary interests that Moak acquired were never pooled into the Unit.

According to Samson, even if the Unit designation had attempted to pool the

reversionary interests, such an attempt would have been ineffective because the

mortgagees had not authorized their interests in the Subject Properties to be pooled.

Samson maintains that having land within the metes and bounds of a pooled unit

does not mean that the owner’s mineral interests are pooled in the Unit. Samson

argues that the trial court improperly concluded that the termination of the respective

mineral leases via foreclosure did not change any of the lands pooled in the Unit.

      In issue two, Samson complains that the trial court incorrectly applied the law

by concluding that Moak was entitled to some equitable relief and that Moak should

have been afforded the opportunity to ratify the identical terms of the prior mineral

leases of the Subject Properties. Samson argues that it had no duty to identify, locate,

and afford shared-production opportunities to an unleased mineral co-tenant who

held zero interest in the pooled Unit, and Samson had no duty to provide Moak an

opportunity to ratify pre-foreclosure mineral leases because Moak was never a party

to any lease or contract with Samson, did not own any property that had an oil and

gas well on it, and never requested to ratify or adopt the pre-foreclosure leases.

      Appellate courts review a trial court’s conclusions of law de novo as legal

questions. BMC Software Belgium, N.V. v. Marchand, 83 S.W.3d 789, 794 (Tex.

                                          18
2002). The reviewing court may review the trial court’s legal conclusions drawn

from the facts to determine whether the trial court correctly applied the law. Id. We

must uphold conclusions of law if any legal theory supported by the evidence

sustains the judgment. Wyde v. Francesconi, 566 S.W. 3d 890, 894-95 (Tex. App.—

Dallas 2018, no pet.). Conclusions of law may not be reversed unless they are

erroneous as a matter of law. Id. at 895.

      We consider whether the trial court erred by concluding as a matter of law

that the lands associated with Moak’s mineral interests continued to be included in

the Unit despite the foreclosures of the Subject Properties and that Moak should have

been afforded the opportunity to ratify the identical terms of the prior mineral leases

of the Subject Properties because Moak has an equitable claim to mineral royalty

payments. In forming its conclusions, the trial court relied on the Texas Supreme

Court’s ruling in Sheppard. See Sheppard, 282 S.W.3d at 424, 428-29. We conclude

that Sheppard is distinguishable. In Sheppard, Jane Sheppard was a party to the

original lease which authorized pooling of “all or any part of the leased premises or

interest therein[.]” See id. at 423. Because Jane’s possibility of reverter was an

interest in the leased premises, the language in Jane’s lease authorized her

reversionary interest in the mineral estate to be pooled in the Unit. See id. at 423-24.

Additionally, the wells were located on Jane’s property, Jane’s lease was not

                                            19
terminated by the foreclosure of a deed of trust, and there was no evidence that Jane’s

property was subject to a mortgage. See id. at 421-22.

      An oil and gas lease is a fee simple determinable estate in the realty. Jupiter

Oil Co. v. Snow, 819 S.W.2d 466, 468 (Tex. 1991). “A possibility of reverter is the

interest left in a grantor after the grant of a fee simple determinable.” Id. Upon the

termination of the lease, the grantor’s possibility of reverter in the mineral estate

becomes a present possessory interest and the mineral estate reverts to the grantors

of the lease, their heirs, or assigns. Id. The owner of a mineral estate can sell or

assign the possibility of reverter. Id. However, the lessee only acquires ownership of

all the minerals in place that the grantor owns and purports to lease. Nat. Gas

Pipeline Co. of Am. v. Pool, 124 S.W.3d 188, 192 (Tex. 2003).

      The trial court concluded that the mortgagors did not have any power or

authority, contractual or otherwise, to pool or divest any interest in the Subject

Properties that would be binding upon the mortgagees or the purchasers at the

foreclosure sales. The record shows that the Subject Properties were subject to a

mortgage when the original mineral leases were executed and that the leases

terminated by virtue of the foreclosure sales. 3 Because the Subject Properties were


      3
       We note that Moak and Samson agree that section 66.001 of the Texas
Property Code, which became effective January 1, 2016, does not apply in this case.
See Tex. Prop. Code Ann. § 66.001(b) (providing that an oil and gas lease covering
                                       20
encumbered by deed of trust liens, the legal and equitable estates in the properties

were severed, and the original lessors never acquired equitable title to the Subject

Properties because they defaulted on the notes. See XTO Entergy, Inc. v. EOG Res.,

Inc., 554 S.W.3d 127, 139 (Tex. App.—San Antonio 2018, pet. filed). Thus, even

though the original leases included all of the land described in the lease, together

with any reversionary rights of the lessor, the original lessors never acquired any

reversionary rights in the lands because the properties were foreclosed upon. If the

original lessors never acquired any reversionary rights in the lands due to

foreclosure, and the foreclosures terminated the leases, then it follows that post-

foreclosure, the Defendants no longer had the authority to pool all or any part of the

land or any interest covered by the leases. See XTO Energy Inc. v. Goodwin, 584

S.W.3d 481, 493-94 (Tex. App.—Tyler 2017, pet. denied).

       Generally, oil and gas leases, and pooling clauses are matters of contract.

Samson Expl., LLC v. T.S. Reed Props., Inc., 521 S.W.3d 766, 774 (Tex. 2017) “A

lessee’s authority to pool requires the lessor’s consent, which is typically furnished

via a pooling provision in the mineral lease.” Id. A pooling agreement that fails to

comply with the terms of the lease is invalid and unenforceable absent the lessor’s


real property subject to a security instrument that has been foreclosed remains in
effect after the foreclosure sale if the lease has not terminated or expired on its own
terms).
                                            21
ratification. Id. The trial court found that post-foreclosure, neither party attempted

to ratify the terms of the prior mineral leases. The trial court further found that there

was no evidence that Moak entered into any type of agreement with the mortgagees

of the Subject Properties. The record shows that Moak had no contractual

relationship with Defendants or the other owners of mineral interests in the Unit

which would give Moak the right to minerals produced from the Unit but not

produced from the Subject Properties. See Superior Oil Co., 398 S.W.2d at 277-78;

Donnan v. Atlantic Richfield, 732 S.W.2d 715, 717 (Tex. App.—Corpus Christi

1987, writ denied); Hunt Oil Co., 656 S.W.2d at 642. Accordingly, we conclude that

Samson had no obligation to pay any royalties to Moak. See Sun Expl. and Prod.

Co. v. Pitzer, 822 S.W.2d 294, 295 (Tex. App.—Eastland 1991, writ denied).

      “A claim for money had and received is an equitable action that may be

maintained to prevent unjust enrichment when the defendant obtains money, which

in equity and good conscience belongs to the plaintiff.” Spellmann v. Love, 534

S.W.3d 685, 693 (Tex. App.—Corpus Christi 2017, pet. denied). To prove

conversion, a plaintiff must show that (1) he owned or had legal possession of the

property or entitlement to possession; (2) the defendant unlawfully and without

authorization assumed and exercised dominion and control over the property to the

exclusion of, or inconsistent with, the plaintiff’s right as an owner; (3) the plaintiff

                                           22
demanded return of the property; and (4) the defendant refused to return the property.

Goodwin, 584 S.W.3d at 496. Having concluded that Samson had no obligation to

pay Moak any royalties, we further conclude that Moak failed to prove its claims for

unjust enrichment and conversion. Accordingly, we hold that the trial court erred as

a matter of law by awarding Moak equitable damages based on Moak’s claims for

unjust enrichment and conversion. See generally Marchand, 83 S.W.3d at 794. We

sustain both of Samson’s issues and reverse the trial court’s final judgment awarding

Moak equitable damages against Samson in the amount of $43,188.88 and render

judgment that Moak take nothing as to Samson.

                             BOLD’S CROSS-POINT

      In response to Moak’s cross-issue, Bold filed a brief arguing that the trial court

correctly concluded that Moak is not entitled to a working interest in the Unit, and

that Moak failed to prove that Bold received or converted any funds that were

attributable and payable to Moak. Having reversed the trial court’s final judgment

awarding equitable damages against Samson and rendered judgment that Moak take

nothing as to Samson, and having affirmed the trial court’s summary judgment in

favor of Samson and Bold on Moak’s accounting claim, we need not address Bold’s

cross-point. See Tex. R. App. P. 47.1. Accordingly, we affirm the trial court’s final

judgment that Moak take nothing as to Bold.

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      AFFIRMED IN PART; REVERSED AND RENDERED IN PART.


                                           ______________________________
                                                  STEVE McKEITHEN
                                                      Chief Justice


Submitted on October 2, 2019
Opinion Delivered January 16, 2020

Before McKeithen, C.J., Kreger and Johnson, JJ.




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