                  UNITED STATES COURT OF APPEALS
                       For the Fifth Circuit



                           No. 99-60112



           THE PINEY WOODS COUNTRY LIFE SCHOOL; et al,


                                                         Plaintiffs,

         AMOCO; MRS. HENRY BAILEY, JR.; DAVID C. BARTON;
        DAVID C. BARTON, Trustee; BLACK WARRIOR MINERALS,
                          INC., et al.,

                                             Plaintiffs-Appellants,


                              VERSUS


                        SHELL OIL COMPANY,

                                               Defendant-Appellee.




           Appeal from the United States District Court
             For the Southern District of Mississippi
                         (3:74-CV-307-WS)
                           May 30, 2000
Before EMILIO M. GARZA, DeMOSS, and STEWART, Circuit Judges.

PER CURIAM:*

      This is an appeal of an order of the district court, Judge

Henry T. Wingate presiding, (i) granting Shell Oil's motion for



  *
   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opinion should not be published and is not precedent except under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.
partial summary judgment and dismissing the claims of 56 additional

claimants of class membership because the statute of limitations

had run on their claims and (ii) denying prejudgment interest.



                            I.   BACKGROUND

     This case has a tortured procedural history that spans more

than two decades and that appears on the dockets of several

district judges.   On December 27, 1974, royalty owners from Rankin

County, Mississippi, filed this class action against their lessee,

Shell Oil Company, claiming that Shell had failed to pay royalty

based on the market value of their gas, as required by their oil

and gas leases. The district court tentatively certified the class

action on December 15, 1976, and the case was initially tried to

the bench before Judge Dan M. Russell, Jr., between November 7 and

December 22, 1979.

     The district court entered its opinion two years later denying

virtually all of the royalty owners' claims.        See Piney Woods

Country Life School v. Shell Oil Co., 539 F. Supp. 957 (S.D. Miss.

1982).   Final judgment was entered on July 26, 1982, and the

royalty owners appealed.    On appeal, a panel of our Court held that

the royalty owners were entitled to be paid royalties based on the

market value of the gas, and we remanded the case for a hearing on

damages. See Piney Woods Country Life School v. Shell Oil Co., 726

F.2d 225 (5th Cir. 1984).


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     On October 10, 1985, the plaintiffs moved for approval of

notice to new class members, and the district court, at Shell's

urging, held the motion in abeyance.     The district court tried the

case on remand between January 25 and February 10, 1988, and on

April 24, 1989, it entered an order ruling that the royalty owners

were not entitled to any damages.       On May 1, 1989, the district

court dismissed the action, and the royalty owners again appealed.

     On June 27, 1990, a second panel of our Court affirmed in

part, vacated in part, and remanded the case to the district court

for further findings regarding the value of deregulated gas between

1978 and 1986.    See Piney Woods Country Life School v. Shell Oil

Co., 905 F.2d 840 (5th Cir. 1990).      Five years later, on June 6,

1995, the district court entered an opinion ruling that the royalty

owners who had market value leases were entitled to additional

royalties for production from four wells during the years 1978

through 1982.    In its order, the district court denied a request

for prejudgment interest.   Both parties filed cross-appeals.

     On April 21, 1997, a third panel of our Court affirmed the

judgment of the district court on the liability issue and remanded

for a determination of damages.       On May 21, 1997, the plaintiffs

renewed their motion for issuance of supplemental notice to class

members, which motion was held in abeyance some twelve years

earlier.   The district court granted the motion on September 17,

1997, and directed the issuance of notice to those persons whose


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damages   claims   had   grown   to    a    then-applicable   jurisdictional

threshold of $10,000 during the course of the litigation.             Notice

was sent to 56 additional royalty owners.

     Shell subsequently moved, on September 30, 1998, for partial

summary judgment, arguing that the claims of the 56 additional

parties to class membership were barred by the applicable statute

of limitations.      On October 1, 1998, the original plaintiffs

renewed their motion for prejudgment interest, but the district

court denied the motion on December 14, 1998.          On January 11, 1999,

the district court granted Shell's motion for partial summary

judgment and dismissed the claims of the additional class members,

finding that the statute of limitations began to run on December

15, 1978, when the district court had first entered its order

granting class certification, and expired six years later in 1984.



                            II.       DISCUSSION

     Appellants raise two substantive issues on appeal: first,

whether the district court erred by holding that the statute of

limitations expired on the claims of the 56 additional class

members; and second, whether the district court erred by denying

prejudgment interest to the royalty owners on the unpaid royalties.

     With respect to the first of these issues, the district court,

in determining that the statute of limitations had expired on the

56 additional class members' claims, noted that the statute of



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limitations began to run on December 15, 1978, when the district

court entered its order granting class certification.                          Thus,

according    to    the   district     court,         the   six-year    statute    of

limitations expired in 1984.

     With respect to the standard of review, Appellants argue for

de novo consideration of the grant of partial summary judgment, but

as Shell properly points out, the district court's interpretations

of its own prior rulings and what those orders contemplated are

reviewed for an abuse of discretion.                   The denial of equitable

estoppel, even in the context of summary judgment, is also reviewed

for an abuse of discretion.         See Fisher v. Johnson, 174 F.3d 710,

713 (5th Cir. 1999).

     Shell argues that the 1978 order made no provision for the

addition of future class members and that such order finally

certified    the   class    as   those    royalty      owners    who   had    already

sustained the jurisdictional damages amount of $10,000.                          All

others,     according      to    Shell,       were    excluded    by    the    class

certification order and should have taken steps to protect their

interests prior to the expiration of the limitations period in

1984.

     Appellants contend that the statute of limitations was tolled

by an order of the district court dated December 29, 1986, in which

the court postponed considering the propriety of notice to and

expansion of the class, reasoning that it should first resolve the


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issues of market value and processing costs as well as whether

Shell was liable to the plaintiffs at all.

      The district court was persuaded that the 56 additional

royalty      owners   were     excluded       by    the    December      1978    class

certification order and that the class action afforded their claims

no protection from the running of the statute of limitations.                         A

key to the district court's holding is that the order upon which

Appellants now rely as a tolling mechanism was not even entered

until December 29, 1986, some two years after the original statute

of limitations had expired (December 1984).                   The district court

also was unpersuaded that there was any basis for finding that

equitable toling principles could save the 56 members' claims.

      With    respect     to   the    second       issue   presented     on     appeal,

Appellants next contend that the district court erred in failing to

award them prejudgment interest when it entered judgment in their

favor.    According to Miss. Code Ann. § 53-3-39, and this Court's

decisions in First Nat'l Bank v. Pursue Energy Corp., 799 F.2d 149

(5th Cir. 1986), and Exxon Corp. v. Crosby-Mississippi Resources,

Ltd., 40 F.3d 1474 (5th Cir. 1995), Appellants argue that they are

entitled to per annum interest in the amount of 8%.

      Shell argues first that the law of the case doctrine prohibits

the   district    court    from      addressing      the   issue    of   prejudgment

interest as this Court already affirmed the district court's

previous denial of prejudgment interest in 1984.                   See Piney Woods,


                                          6
726 F.2d at 242.         In the alternative, Shell contends that the

district court properly determined that § 53-3-39 does not apply

and that First Nat'l Bank does not control.

     Shell's distinction is based upon its contention that § 53-3-

39 addresses “held” proceeds, which are due to the royalty owners,

and that in this case, the district court determined that Shell

“should have charged higher prices” and passed the profit on to

royalty owners, but that there was no evidence that it actually did

charge more and that it withheld the fruits of doing so from the

royalty owners. Thus, the district court determined, Shell was not

obligated by § 53-3-39 to pay prejudgment interest.         Additionally,

Shell argues that § 53-3-39 was passed in 1983 and should not be

applied retroactively to this case and to the royalty proceeds

allegedly due from the 1978-1982 time period.

     Shell distinguished First Nat'l Bank on the basis that it

involved   an   actual    “withholding”   of   royalty's   shares   of   the

proceeds and the alternative payment of fixed rates.          Here, Shell

argues that it did pay royalty's shares of proceeds.        The defendant

in First Nat'l Bank was paying a sulfur royalty based on a fixed

rate per ton sold as opposed to one based on the royalty's share of

sales proceeds.    Here, Shell notes that its liability, unlike          the

defendant in First Nat'l Bank, was based upon a theoretical amount

of sales revenue it never actually received, but which the court

determined it should have.


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     Having carefully reviewed each of the issues presented by

Appellants and having fully considered the briefs, the record

excerpts, the record, and the arguments presented at oral argument,

we are persuaded that the judgment of the district court should be

affirmed for the reasons stated therein.



                         III. CONCLUSION

     Based upon the foregoing, the judgment of the district court

below is AFFIRMED in all respects.




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