                                                      United States Court of Appeals
                                                               Fifth Circuit
                                                            F I L E D
              IN THE UNITED STATES COURT OF APPEALS           May 3, 2006

                        FOR THE FIFTH CIRCUIT           Charles R. Fulbruge III
                                                                Clerk
                        ---------------------

                             No. 05-20329

                        ----------------------

PETROBRAS AMERICA INC

                    Plaintiff - Appellant

     v.

UNION OIL COMPANY OF CALIFORNIA; UNOCAL CORPORATION; DAN
GREATHOUSE
                    Defendants - Appellees


                          CONSOLIDATED WITH

                        ---------------------

                             No. 05-20629

                        ----------------------

PETROBRAS AMERICA INC

                    Plaintiff - Appellee

     v.

UNION OIL COMPANY OF CALIFORNIA; UNOCAL CORPORATION; DAN
GREATHOUSE

                    Defendants - Appellants

          ---------------------------------------------
          Appeals from the United States District Court
                for the Southern District of Texas
                         No. 4:04-CV-1894
           --------------------------------------------

Before KING, STEWART and DENNIS, Circuit Judges.
PER CURIAM:*

     Plaintiff-appellant Petrobras America Inc. appeals the

district court’s conclusion, memorialized in its Memorandum and

Order entered December 20, 2004, that defendants-appellees Union

Oil Company of California, Unocal Corporation, and Dan Greathouse

(collectively, “Unocal”) properly removed this case from state

court.   For the reasons cogently set out in the Memorandum and

Order, we agree with the district court that (i) Petrobras’

claims arise out of and are in connection with the parties’

drilling operations on the Outer Continental Shelf and therefore

fall within the Outer Continental Shelf Lands Act’s

jurisdictional grant, 43 U.S.C. § 1349(b)(1)(A), (ii) the

district court thus has original subject matter jurisdiction

satisfying the condition to removal set out in 28 U.S.C. §

1441(a), and (iii) Petrobras’ claims arise under federal law

satisfying the condition to removal set out in 28 U.S.C. §

1441(b).

     Petrobras also appeals the district court’s grant of summary

judgment to Unocal.   Again, the district court’s reasons for

granting summary judgment are clearly set out in its Memorandum

and Order entered March 23, 2005, which we cannot improve upon.


     *
        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.


                                 2
Petrobras’ claim to an option on the 723 Lease directly relates

to and is dependent upon drilling of the Test Well and therefore

necessarily implicates the merger clause in the Well

Participation Agreement covering the 678 Lease, precluding

reliance on parol evidence to prove that the parties had an

antecedent or contemporaneous Overarching Agreement granting

Petrobras additional rights in consideration for drilling the

Test Well.   See Omnitech Int’l, Inc. v. Clorox Co., 11 F.3d 1316,

1328-29 (5th Cir. 1994).   Further, the actual parol evidence

relied upon by Petrobras for the breach of contract claim does

not show that the parties had a binding agreement for the option

on the 723 Lease that would satisfy the Louisiana statute of

frauds.   Finally, the merger clause is also fatal to Petrobras’

promissory fraud, negligent misrepresentation and detrimental

reliance claims because it renders Petrobras’ reliance on extra-

contractual representations unreasonable as a matter of law.

     The district court denied Unocal’s motion for attorneys’

fees on the basis that the suit was brought not “for the

enforcement of the WPA” but rather for the enforcement of the

alleged Overarching Agreement.    For the reasons set out in its

Order entered June 27, 2005, we agree.

     The Final Judgment of the district court entered March 23,

2005, and the Order entered June 27, 2005, are AFFIRMED.

Petrobras shall bear the costs in No. 05-20329, and Unocal shall

bear the costs in No. 05-20629.

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