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

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

                            No. 06-30471
                          Summary Calendar

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

VELOCITY ENERGY LIMITED L L C

                     Plaintiff - Appellant

     v.

CHEVRON USA INC; RAYMOND I WILCOX; MELODY BOONE MEYER

                     Defendants - Appellees

            ---------------------------------------------
             Appeal from the United States District Court
          for the Western District of Louisiana, Lafayette
                           No. 6:05-CV-1779
             --------------------------------------------

Before KING, HIGGINBOTHAM, and GARZA, Circuit Judges.

PER CURIAM:*

     Plaintiff-appellant, Velocity Energy Limited LLC, appeals

the summary judgment granted by the district court in favor of

defendants-appellants, Chevron USA Inc. (“Chevron”), Raymond I.

Wilcox, and Melody Boone Meyer.   The dispute arises out of a

letter of intent (entitled “Exclusivity Agreement and Non-Binding

Letter of Intent to Purchase OCS Fields Vermilion 214, Vermilion


     *
        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that this opinion should not be published and is not precedent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.
245, South Marsh Island 66”) entered into between Velocity and

Chevron, setting forth the preliminary agreements between the

parties for the possible sale of several offshore mineral

properties by Chevron to Velocity.   The letter of intent

contemplated that both parties would work toward an eventual

binding asset sale agreement (“ASA”).   Except for two provisions

that are not at issue here, the letter of intent was a classic

example of a non-binding agreement, employing a belt and

suspenders approach to language addressing its non-binding

nature.

     Apparently both parties did, in fact, work along toward a

binding ASA, but such an agreement was never reached.   The fatal

problem occurred when Chevron’s senior management declined to

approve the sale and the related ASA.   The letter of intent is

explicit: each party agreed to “timely seek approval of such

party’s senior management to enter into a legally binding ASA

(which approval, it is understood, is not assured and may not

occur).”   Velocity argued to the district court, and argues here,

that Chevron’s senior management did, in fact, approve the ASA.

But the record conclusively belies that.   The record makes clear

that Chevron’s senior management did not have the power to

approve the ASA without the approval of the Executive Committee

of its corporate parent.   The letter of intent was amended to

delay the period for entering into the formal, binding ASA to

October 7, 2004, which (all parties understood) would permit the

                                 2
Executive Committee of Chevron’s corporate parent to consider the

sale and the ASA at its October 5 meeting.    The meeting occurred,

but the Executive Committee declined to vote the ASA out as

“approved.”    Hence, the senior management of Chevron declined to

approve the ASA.

     The district court correctly found that Chevron tried

unsuccessfully to obtain Executive Committee approval.    When it

proved to be unavailable, the objectives of the letter of intent

were no longer achievable and the deal died a natural death.

Velocity had no claim for breach of contract or for specific

performance.   The letter of intent was simply that; no binding

contract (except for the two provisions not at issue here) was

ever confected.    Under the circumstances, any detrimental

reliance by Velocity upon the letter of intent was presumptively

unreasonable, and Velocity’s claim for detrimental reliance was

correctly disposed of.

     The judgment of the district court is AFFIRMED.




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