J-A16042-17


NON-PRECEDENTIAL DECISION – SEE SUPERIOR COURT I.O.P 65.37

L.D. OIL & GAS ENTERPRISES, INC.,         :     IN THE SUPERIOR COURT OF
                                          :           PENNSYLVANIA
                  Appellant               :
                                          :
            v.                            :
                                          :
DOROTHY C. LOOP AND ESTATE OF             :
MARY A. CAWLEY, DECEASED,                 :
                                          :
           Appellees                      :    No. 1883 WDA 2016


                     Appeal from the Order November 18, 2016
                 in the Court of Common Pleas of Venango County
                         Civil Division at No(s): 2014-1168

BEFORE:     STABILE, J., FORD ELLIOTT, P.J.E., and STRASSBURGER,* J.

MEMORANDUM BY STRASSBURGER, J.:               FILED SEPTEMBER 12, 2017

      L.D. Oil & Gas Enterprises, Inc. (L.D. Oil) appeals from the November

18, 2016 order granting a motion for judgment on the pleadings filed by

Dorothy C. Loop and the estate of Mary A. Cawley (Lessor). We reverse and

remand for proceedings consistent with this memorandum.

      On May 12, 2006, L.D. Oil entered into a lease (the Lease) with Lessor

for the right to produce oil and gas from a 157-acre parcel of land located in

Venango County (the Leasehold) owned by Lessor. The Lease provided the

following, in relevant part.

      LEASE TERM. This lease shall remain in force for a primary
      term of five years from the date hereof and for as long
      thereafter as prescribed payments are made, or as long
      thereafter as operations are conducted on the Land in search of
      or production of oil or gas, or for as long as a well capable of
      production is located on the Land. If after the primary term the

*Retired Senior Judge assigned to the Superior Court.
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      last producing well on the Leasehold is plugged and abandoned,
      the Land will remain under lease for an additional period of one
      year from the date of plugging and abandonment.

                                     ***

      LIMITATION OF FORFEITURE. Any provision of this Lease to
      the contrary notwithstanding, this Lease shall not terminate and
      shall not be subject to a civil action or other proceeding to
      enforce a claim of forfeiture or termination unless Lessor has
      given Lessee written notice of Lessee’s breach or of the cause of
      termination and Lessee does not cure such a breach or remove
      such cause of termination within 180 days from the receipt of
      the notice.

Complaint, 10/10/2014, at Exhibit.

      On February 3, 2012, the parties “amended the Lease by granting to

L.D. Oil the right to pool and utilize the Leasehold.” Complaint, 10/10/2014,

at ¶ 6. “The Lease provides for L.D. Oil to pay [Lessor] a royalty equal to

one-eighth part of all oil and gas produced and marketed from the

Leasehold.” Id. at ¶ 7.

      According to L.D. Oil, Ergon Oil Purchasing, Inc., has purchased oil

produced by L.D. Oil on the Leasehold, but is “withholding payment for the

oil until L.D. Oil [and Lessor] provide to Ergon a division order apportioning

interests in the oil.” Id. at ¶ 8. Lessor and L.D. Oil were not able to agree

on such a division order; thus, on October 10, 2014, L.D. Oil filed a

complaint for, inter alia, declaratory judgment against Lessor. Specifically,

L.D. Oil was seeking an order declaring it “holds a seven-eighths working

interest” in the Leasehold. Complaint, 10/10/2014, at 2.



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      Lessor filed an answer and new matter averring that the Lease expired

on May 11, 2011, the end of the five-year primary term provided for in the

Lease.   Specifically, Lessor claimed that at that time, there was “no

production of oil and gas on the premises,” nor were there “operations

conducted on the land in search of or production of oil or gas, and there

were no activities which would allow a carryover of the lease after expiration

of the primary term.” Answer and New Matter, 11/14/2014, at ¶ 11.

Additionally, Lessor averred that the 2012 amendment “did not extend the

primary term.” Id. at ¶ 12.

      L.D. Oil filed a reply to new matter admitting that it had not produced

oil or gas on the premises prior to May 12, 2011. Reply and New Matter,

11/20/2014, at ¶ 11.      However, L.D. Oil averred that it did conduct

operations on the land in search of oil and gas:

      a. L.D. Oil graded and graveled an existing access road across
      the land…

      b. …L.D. Oil spent months searching the ground of the partially
      wooded 167-acre property for well bores; and

      c. L.D. Oil pulled and attempted to put into production three
      wells which, unfortunately, produced only water.

Id. at ¶ 19.

      Additionally, L.D. Oil asserted that Lessor did not provide notice of

breach prior to May 11, 2011, pursuant to the Limitation of Forfeiture clause.

In fact, L.D. Oil points out that Lessor executed the 2012 amendment “nine



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months after the expiration of the initial five-year period.” Id. at ¶ 25. On

May 23, 2012, Lessor’s counsel “wrote a letter to L.D. Oil taking the position

that L.D. Oil did ‘not have a lease that was still operative.’” Id. at ¶ 28.

According to L.D. Oil, within the next 180 days, it conducted operations that

would “cure any possible breach.” Id. at ¶ 30. Significantly, L.D. Oil has in

production a well on the Leasehold that is producing oil and gas that was

purchased by Ergon in December 2013. Id. at ¶ 32.

      After pleadings closed, L.D. Oil filed a motion for partial judgment on

the pleadings, and Lessor filed a motion for judgment on the pleadings.

Both parties offered interpretations of the lease provisions. Lessor argued

that the lease expired on May 11, 2011 pursuant to the Lease Term

provision of the Lease.   L.D. Oil argued that pursuant to the Limitation of

Forfeiture provision, the Lease could terminate only upon written notice by

Lessor.

      The trial court heard argument on the motions, and on April 21, 2016,

it entered an opinion and order denying L.D. Oil’s motion and granting

Lessor’s motion.    Specifically, the trial court concluded that the “Lease

expired at the end of the primary term, and by virtue of failing to be in

production at that time, [L.D. Oil’s] interests in the land expired along with

it.” Trial Court Opinion, 4/22/2016, at 13.




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      L.D. Oil timely filed a motion for reconsideration, which was also

granted that day.        On November 18, 2016, the trial court again entered

judgment on the pleadings in favor of Lessor. On December 12, 2016, L.D.

Oil filed a notice of appeal, and both L.D. Oil and the trial court complied

with Pa.R.A.P. 1925.

      On appeal, L.D. Oil sets forth one issue for our review:

      Did the trial court err in ruling that the oil and gas lease between
      [L.D. Oil and Lessor] terminated automatically upon expiration of
      its primary term, notwithstanding [Lessor’s] not having given
      notice of termination pursuant to the anti-forfeiture clause of the
      [L]ease or, if notice of termination was given, notwithstanding
      [L.D. Oil’s] having resumed operations and commenced
      production of oil within the cure period afforded by the anti-
      forfeiture clause?

L.D. Oil’s Brief at 4.

      We address this claim mindful of the following.

            Our scope of review on an appeal from the grant of
      judgment on the pleadings is plenary. Entry of judgment on the
      pleadings is permitted under Pennsylvania Rule of Civil
      Procedure 1034, which provides that after the pleadings are
      closed, but within such time as not to unreasonably delay trial,
      any party may move for judgment on the pleadings.

            A motion for judgment on the pleadings is similar to a
      demurrer. It may be entered when there are no disputed issues
      of fact and the moving party is entitled to judgment as a matter
      of law. In determining if there is a dispute as to facts, the court
      must confine its consideration to the pleadings and relevant
      documents. On appeal, we accept as true all well-pleaded
      allegations in the complaint.

            On appeal, our task is to determine whether the trial
      court’s ruling was based on a clear error of law or whether there



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      were facts disclosed by the pleadings which should properly be
      tried before a jury or by a judge sitting without a jury.

             Neither party can be deemed to have admitted either
      conclusions of law or unjustified inferences. Moreover, in
      conducting its inquiry, the court should confine itself to the
      pleadings themselves and any documents or exhibits properly
      attached to them. It may not consider inadmissible evidence in
      determining a motion for judgment on the pleadings. Only when
      the moving party’s case is clear and free from doubt such that a
      trial would prove fruitless will an appellate court affirm a motion
      for judgment on the pleadings.

Altoona Reg’l Health Sys. v. Schutt, 100 A.3d 260, 265 (Pa. Super.

2014) (citations and quotation marks omitted).

      As the issue on appeal involves contract interpretation, we set forth

the following principles. “The interpretation of a contract is a matter of law

and, as such, we need not defer to the trial court’s reading of” it.

Integrated Project Servs. v. HMS Interiors, Inc., 931 A.2d 724, 732

(Pa. Super. 2007) (internal quotation marks omitted). “Where the words of

the contract are clear and unambiguous, the intent of the parties must be

determined exclusively from the agreement itself.” Metzger v. Clifford

Realty Corp., 476 A.2d 1, 5 (Pa. Super. 1984). “Where the language of the

written contract is ambiguous, extrinsic or parol evidence may be considered

to determine the intent of the parties.” Id. “While courts are responsible for

deciding whether, as a matter of law, written contract terms are either clear

or ambiguous; it is for the fact finder to resolve ambiguities and find the

parties’ intent.” Id.



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      Instantly, the trial court concluded that the Lease was ambiguous as a

matter of law. See Trial Court Opinion, 4/22/2016, at 7 (“In this case, the

[trial c]ourt finds the Limitation of Forfeiture clause does present an

ambiguity open to interpretation.”). The trial court then went on to resolve

the apparent ambiguity.      Specifically, the trial court concluded that “the

primary term provides a finite window during which [L.D. Oil] has the

exclusive right to explore and develop a leasehold.” Id. at 8. According to

the trial court, L.D. Oil’s interpretation of the Limitation of Forfeiture clause,

which requires notice of termination by Lessor, “would be contrary to public

policy.” Id. at 9. “Allowing a contract which imposes no duty to develop and

ties up the natural resources indefinitely is clearly against the public

interest.” Id. at 12.   The trial court then offered its interpretation of the

contract.

      In this instance, the only way [the trial c]ourt sees that the
      primary term can be given meaning, while still allowing [L.D.
      Oil’s] interpretation of the Limitation of Forfeiture clause to
      control, would be to frame the “breach” as the failure to produce
      during the primary term. Otherwise, the primary term would be
      almost entirely eviscerated.      Since the breach would be the
      failure to produce during the primary term, this would effectively
      cause the Limitation of Forfeiture clause to be a six-month notice
      to vacate the premises, since it would be impossible to cure the
      breach…. The Lease expired at the end of the primary term, and
      by virtue of failing to be in production at that time, [L.D. Oil’s]
      interests in the land expired along with it.

Id. at 12-13.




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      On appeal, L.D. Oil first argues that the trial court erred in finding the

language of the Limitation of Forfeiture clause of the lease ambiguous. L.D.

Oil’s Brief at 11. Additionally, L.D. Oil contends that even if the provision is

ambiguous, it was improper to grant a motion for judgment of the pleadings

based upon such ambiguity, as any interpretation requires factual findings

which are impermissible for such a motion.

      We first must determine if the trial court erred in concluding that the

terms of the contract are ambiguous.        “A contract is ambiguous if it is

reasonably susceptible to different constructions.” Trombetta v. Raymond

James Fin. Servs., Inc., 907 A.2d 550, 562 (Pa. Super. 2006). “A contract

is not ambiguous if the court can determine its meaning without any guide

other than knowledge of the simple facts on which, from the nature of the

language in general, its meaning depends.” Id. “A contract is not rendered

ambiguous by the mere fact the parties do not agree on the proper

construction.” Id.

      Instantly, we agree with the trial court that there is an ambiguity in

the Lease.    While the primary term of the Lease is for five years, the

limitation of forfeiture clause appears to extend that term for an additional

180 days.    Because of this ambiguity, the parties would be permitted to

present parol evidence; accordingly, it was improper for the trial court to

enter judgment on the pleadings. See Windows v. Erie Ins. Exch., 161




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A.3d 953, 958 (Pa. Super. 2017) (holding that the trial court did not err in

denying motion for summary judgment where the terms of a contract were

ambiguous). Thus, we reverse the order of the trial court.

      Order reversed. Case remanded for further proceedings. Jurisdiction

relinquished.



Judgment Entered.




Joseph D. Seletyn, Esq.
Prothonotary

Date: 9/12/2017




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