Court of Appeals of Texas, Fourth District, San Antonio
Jerry L. HAMBLIN and Ricochet Energy, Inc., Appellants
Thomas A. LAMONT, Appellee
Petition for review filed by, 06/30/2014
From the 111th Judicial District Court, Webb County, Texas. Trial Court No. 2008-CVF-000665-D2. The Honorable Joe Lopez, Judge Presiding.
For APPELLANT: Jesse R. Castillo, Castillo Snyder, P.C., San Antonio, TX.
For APPELLEE: Byron C. Keeling, Keeling & Downes, P.C., Houston, TX.
Dissenting Opinion by: Rebeca C. Martinez, Justice. Sitting: Rebeca C. Martinez, Justice, Patricia O. Alvarez, Justice, Luz Elena D. Chapa, Justice.
Patricia O. Alvarez,
REVERSED AND RENDERED
Jerry L. Hamblin and Ricochet Energy, Inc. appeal a summary judgment, rendered in favor of Thomas A. Lamont, enforcing a contractual indemnity provision. We reverse the judgment of the trial court and render judgment in favor of Jerry L. Hamblin and Ricochet Energy, Inc.
Factual and Procedural Background
Because many of the historical facts in this case are set forth in our previous opinion, Lamont v. Vaquillas Energy Lopeno Ltd., LLP, No. 04-12-00219-CV, 2013 Tex.App. LEXIS 11734, 2013 WL 5228500 (Tex. App.--San Antonio Sept. 18, 2013, no pet. h.), we need not repeat them here.
This current cause of action stems from a series of agreements entered into between Jerry L. Hamblin and Thomas A. Lamont. In 1996, Hamblin and Lamont formed Ricochet Energy, Inc., an oil and gas development company. Hamblin and Lamont each owned 50% of the shares and were the only directors of the company. In August of 2006, Lamont notified Hamblin that he wanted to separate from Ricochet.
A. The Master Agreement
The parties ultimately negotiated two separation agreements: (1) an agreement dividing Ricochet's oil and gas prospects (the Letter Agreement); and (2) a Master Agreement to Sell, Transfer, Assign and/or Dissolve Certain Business Interests (the Master Agreement). The Letter Agreement, attached and incorporated into the Master Agreement, identified the " Undeveloped
Prospects" to which Lamont had a right to participate in the subsequent wells. The Letter Agreement also included notarized disclosure statements from Ray Gallaway, Ricochet's general counsel, and Hamblin warranting that the list of prospects was " a true, correct, complete and accurate listing of all such 'Undeveloped Prospects' pursuant to the Master Agreement." Under the Master Agreement, Lamont sold and transferred his Ricochet shares to Hamblin while retaining a 50% interest in certain ongoing Ricochet leases and Undeveloped Prospects. The Master Agreement also permitted Lamont to compete against Ricochet in pursuing other interests not specifically identified as an Undeveloped Prospect.
The agreements were dated February 15, 2007, executed on February 16, 2007, and made retroactive to December 31, 2006. Also on February 16, 2007, Lamont tendered his resignation as director, officer, and chief operating officer retroactively to December 31, 2006. Hamblin and Lamont initialed each page of the Master Agreement, which was drafted by Ricochet's general counsel, Ray Gallaway. During the separation negotiations, Gallaway served as both Ricochet's and Hamblin's lawyer for purposes of reviewing and revising the Master Agreement.
The Master Agreement also contained a series of provisions indemnifying Lamont against unknown liabilities. The indemnity provisions stipulate the parties' intent " to provide as broad of an indemnity as possible and all ambiguity as to whether Hamblin and Ricochet Energy, Inc. owe the duty of indemnification shall be resolved in favor of providing the indemnity/indemnification."
B. The Vaquillas Lawsuit
On March 4, 2008, Vaquillas Energy Lopeno Ltd., LLP and JOB Energy Partners II, Ltd. sued Lamont, and others, alleging misappropriation of their trade secret, conversion, tortious interference with existing contracts, unjust enrichment, and conspiracy. The trade secret in question was a detailed seismic map of the Lopeno Prospect Gas Reservoir referred to as the Treasure Map. Vaquillas and JOB asserted Lamont wrongfully utilized the ...