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Bujnoch v. Copano Energy, LLC

Court of Appeals of Texas, Thirteenth District, Corpus Christi-Edinburg

December 28, 2017

STANLEY D. BUJNOCH, LIFE ESTATE, ET AL., Appellants,
v.
COPANO ENERGY, LLC, ET AL., Appellees.

         On appeal from the 2nd 25th District Court of Lavaca County, Texas.

          Before Chief Justice Valdez and Justices Contreras and Benavides.

          MEMORANDUM OPINION

          ROGELIO VALDEZ, CHIEF JUSTICE.

         This is an appeal from a summary judgment granted in favor of appellees Copano Energy, LLC, et al. (Copano). By two issues, appellants Stanley D. Bujnoch, Life Estate, et al. (the Bujnochs) contend that the trial court erred by granting Copano's motion for summary judgment and dismissing their claims against Copano for (1) breach of contract, and (2) tortious interference. We affirm in part and reverse and remand in part.

         I. Background

         The Bujnochs[1] own property in Lavaca and Dewitt counties. In 2011, the Bujnochs granted to Copano[2] a thirty-foot wide easement for the construction, operation, and maintenance of a 24-inch pipeline on their properties. The easements were signed by the parties and recorded in the county records.

         December 2012

         In December 2012, Copano approached the Bujnochs about obtaining a second easement to construct an additional 24-inch pipeline on their properties. Marcus Schwartz, counsel for the Bujnochs, negotiated the second easement with James Sanford (James), Copano's Director of Right-of-Way Services. James and Schwartz exchanged several emails concerning the terms of the second easement.

         On December 7, 2012, James emailed Schwartz that "[Copano] will be buying an additional 20 feet easement contiguous to the first easement for a 2nd 24 inch gas line." James typed his name below this message. In a previous e-mail that day, James wrote that Copano "will be laying the line generally on the [n]orth side of the existing 24 inch line." James typed his name below that message too.

         Two weeks later, Copano created a proposed plat using the plat from the original easement. This plat, which is shown below, reflects that the second easement will run adjacent to the existing easement on the north side:

         (Image Omitted)

         January 2013

         On January 29, 2013, appellee Kinder Morgan Energy Partners, L.P (Kinder Morgan) and Copano publically announced their impending merger.

         The next day, on January 30, 2013, James emailed Schwartz agreeing to pay Schwartz's "clients $70 per foot for the second 24-inch line." James typed his name below this message. Minutes later, Schwartz accepted Copano's offer and requested that James provide advance notice to the Bujnochs before surveying their properties.[3]

         February 2013

         On February 12, 2013, James emailed Schwartz agreeing to pay one of the appellants, Transportation Equipment, Inc., $88 per foot for the second easement. James typed his name below this message, and he included a signature block that detailed his job title, address, and phone number.

         On February 13, 2013, Schwartz's legal secretary sent an email to James, in which she requested that he approve a formal amendment to the original easement. Schwartz's legal secretary included the amendment as an attachment to the email. The formal amendment modified the description of the original easement, consistent with the parties' email communication, by adding an additional 24-inch pipeline and by widening the original easement an additional twenty feet, for a total of two 24-inch pipelines running within a fifty-foot easement. That same day, James replied to the email stating "I am fine with these changes." James typed his name below this message.

         The summary judgment record shows that, throughout February 2013, a Copano representative named Thomas Goolsby mailed letters to each of the Bujnochs on Copano stationary. Included in each letter was a copy of the December 2012 plat shown above and an offer to pay no more than $25 per foot for the second easement. Each letter purported to enclose a "Pipeline Easement Amendment, " which the Bujnochs were instructed to sign and return to Goolsby if they wished to accept the offer.[4] The letter made no reference to the agreement James and Schwartz made through their email exchanges. None of the Bujnochs accepted Goolsby's offer.

         March 2013

         By March 2013, Kinder Morgan was in the process of finalizing its merger acquisition of Copano.[5] With this acquisition approaching, Schwartz received an email from Brent Eubank, another representative purporting to act on behalf of Copano. Eubank wrote Schwartz that he was sending a "landowner compensation proposal letter" on behalf of Copano that would explain what Copano was willing to pay for the second easement. The proposal letters offered $20 to $40 per foot for the second easement.

         Schwartz forwarded Eubank's email to James with a message in all caps stating "THIS IS NOT OUR DEAL WHAT IS GOING ON?" to which James replied:

I know that this is not our deal. I believe that we have most of the plats. I think that we can start closing easements no later than the end of March (I want to be done by the end of April). Our deal still stands. Copano does not want to go to court with any of your clients. The letter went out to all of the attorneys that represent landowners on the pipeline. I am not sure why [Eubank] chose to send you . . . this letter. They knew that we already had a deal for your clients. I am sorry for the confusion. [6]

         Despite James's assurances, neither Copano nor Kinder Morgan honored the agreement to purchase the second easement at the prices that James initially offered and that the Bujnochs accepted.

         Lawsuit

         The Bujnochs sued Copano for breach of contract, alleging that James bound the company to the agreement to purchase the second easement at $70 per foot (or $88 per foot for Transportation Equipment, Inc.), as evidenced by his email exchanges with Schwartz and his approval of the formal amendment to the original easement. The Bujnochs also sued Kinder Morgan for tortiously interfering with this agreement during its acquisition of Copano.

         Copano responded to the lawsuit by moving for summary judgment as to the Bujnochs' breach-of-contract claim. Copano asserted that the statute of frauds barred enforcement of any agreement to purchase the second easement at the prices James offered. Kinder Morgan responded to the lawsuit by moving for summary judgment as to the Bujnochs' tortious-interference claim. Kinder Morgan asserted that the tortious interference claim had no merit because the statute of frauds barred enforcement of the underlying contract.

         The trial court granted Copano and Kinder Morgan's motions for summary judgment and dismissed the Bujnochs' claims for breach of contract and tortious interference. The trial court did not specify the basis for its summary judgment. This appeal followed.

         II. STATUTE OF FRAUDS

         By their first issue, the Bujnochs contend that the trial court erred in dismissing their claim against Copano for breach of contract under the statute of frauds.

         A.Standard of ...


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