DRAFTER S GUIDE TO CONTRACTING PRINCIPLES

Transcription

1 DRAFTER S GUIDE TO CONTRACTING PRINCIPLES A GUIDE TO BETTER UNDERSTANDING OF COMMONLY-USED PROVISIONS IN TEXAS CONTRACTS August 15, 2017 Randy King and Mac Marshall

2 OUTLINE As Is Warranty Disclaimers Consequential Damages Waivers Assignment Provisions Hard Consents vs. Soft Consents Consent Standards Remedies Drafting Solutions Post-Assignment Liability 2

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4 AS IS WARRANTY DISCLAIMERS Prudential Ins. Co. v. Jefferson, 896 S.W.2d 156 (Tex. 1995) Facts: Goldman bought office building in Austin from Prudential. Two years later Goldman discovered the building contained asbestos. Goldman was a knowledgeable real estate investor and had the building inspected by his maintenance supervisor. Not all the plans and drawings were disclosed to Goldman and it is unclear whether they would have shown the existence of asbestos even if they were all disclosed. Jury found actual damages $6MM plus $25.6MM in punitive damages. Court of Appeals affirmed. Texas Supreme Court reversed and rendered take nothing. 4

5 AS IS WARRANTY DISCLAIMERS Prudential contract contained this provision: As a material part of the consideration for this Agreement, Seller and Purchaser agree that Purchaser is taking the Property AS IS with any and all latent and patent defects and that there is no warranty by Seller that the Property is fit for a particular purpose. Purchaser acknowledges that it is not relying upon any representation, statement or other assertion with respect to the Property condition, but is relying upon its examination of the Property. Purchaser takes the Property under the express understanding there are no express or implied warranties (except for limited warranties of title set forth in the closing documents). Provisions of this Section 15 shall survive Closing. (emphasis added) 5

6 AS IS WARRANTY DISCLAIMERS Prudential court said: Goldman s agreement to buy the property as is precludes him from proving that Prudential s conduct caused him harm. Agreeing to take property in its as is condition and subject to latent and patent defects, in a case where buyer acknowledges that it is not relying upon any representation of seller with regard to condition or fitness of property, negates an essential element for recovery against seller for misrepresentations, the element of reliance. The buyer in such cases assumes the risk that buyer s appraisal of the bargain is correct. The sole cause of a buyer's injury [when he agrees to purchase something "as is"], by his own admission, is the buyer himself. He has agreed to take the full risk of determining the value of the purchase. He is not obliged to do so; he could insist instead that the seller assume part or all of that risk by obtaining warranties to the desired effect. If the seller is willing to give such assurances, however, he will ordinarily insist upon additional compensation. Rather than pay more, a buyer may choose to rely entirely upon his own determination of the condition and value of his purchase. In making this choice, the buyer removes the possibility that the seller's conduct will cause him damage. 6

7 AS IS WARRANTY DISCLAIMERS Prudential expressly stated that an as-is clause will be unenforceable in two situations: (1) where the buyer/lessee was induced to purchase the property through the seller s/lessor s fraudulent representation or concealment (fraudulent inducement), and (2) where the seller/lessor impaired the buyer s/lessee s inspection. The Prudential court then held that the plaintiffs could not prove fraudulent inducement in order to avoid enforcement of the as-is clause because there was no evidence that the seller had actual knowledge of the defective condition an essential element of a fraudulent inducement claim. Oat Note, Inc. v. Ampro Equities, Inc., 141 S.W. 3rd 274 (Tex. App.-Austin, 2004) adds the possibility of recover for negligent misrepresentation despite an as-is warranty disclaimer, but only in respect of damages stemming from an injury independent of the relative benefit of the bargain itself. In short, Oat Note s negligent misrepresentation caused Ampro to be sued by a third-party and have to damages. 7

8 AS IS WARRANTY DISCLAIMERS The following conditions for an effective as-is sale (aka the Prudential Rule ): The seller must disclose all known defects. The "as-is" clause will be unenforceable if the buyer is induced by knowing misrepresentation or concealment of a known fact. The seller cannot obstruct the buyer's ability to inspect the property. The "as is" clause and "waiver-of-reliance" clause must be an important basis of the bargain. It cannot be an incidental provision or a part of the "boiler plate" of the contract. The buyer and seller must have relatively equal bargaining positions, an arms-length transaction with a sophisticated buyer. Finally, the Court noted that not all as is clauses are created equal. The Court said that where an as is clause is an integral part of a freely negotiated contract between sophisticated parties, as in Prudential, it should be enforced. However, if the clause at issue is a boilerplate term in a standard form contract which cannot be negotiated, the Court said it is not part of the parties bargain and is therefore not enforceable. 8

9 AS IS WARRANTY DISCLAIMERS Contracts for Sale of Goods - Texas B&CC 2.316(c): (1) Unless the circumstances indicate otherwise, all implied warranties are excluded by expressions like as is, with all faults or other language which in common understanding call the buyer s attention to the exclusion of warranties and makes plain that there is no implied warranty. (2) When the buyer before entering into the contract has examined the goods or the sample or model as fully as he desired or has refused to examine the goods there is no implied warranty with regard to defects which an examination ought in the circumstances to have revealed to him. 9

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11 CONSEQUENTIAL DAMAGES WAIVERS Rules of Road: Actual damages are either direct or indirect (i.e. consequential ). Direct damages are those that flow naturally from the breach. They compensate for the loss or damage that is reasonably (some say conclusively presumed ) foreseeable or contemplated by the breaching party. Arthur Andersen v. Perry Equipment, 945 S.W.2d 812 (Tex. 1997) Indirect (consequential) damages are those that do not flow naturally, but not necessarily, from the breach. Lost profits can be direct or indirect (consequential). 11

12 CONSEQUENTIAL DAMAGES WAIVERS TGP vs. TECHNIP 2008 WL (Not Reported in S.W.3d) (Tex.Civ.App.-Houston 1STDist., 2008) Facts: TGP hired Technip under an EPC contract for the construction of improvements to pipeline. The work was to replace and upgrade 6 compressors. Delays of 6-20 months occurred in the completion of competition 5 of 6 compressor stations. Technip filed for SJM that claims were consequential damages and specifically excluded by the consequential damages waiver in the EPC. Technip moved to disregard jury finding on grounds including the consequential damages waiver. Jury awarded $18MM at trial. 12

13 CONSEQUENTIAL DAMAGES WAIVERS TGP v. Technip is a good case to see some examples. Consequential Damages Waiver from TGP v. Technip: Notwithstanding any other provisions of this Agreement to the contrary, in no event shall Owner or Contractor be liable to each other for indirect, special, incidental or consequential loss or damage including, but not limited to, loss of profits or revenue, loss of opportunity or use incurred by either Party to the other, or like items of loss or damage; and each Party hereby releases the other therefrom. (emphasis added) 13

14 CONSEQUENTIAL DAMAGES WAIVERS Special Twist in TGP vs. Technip Wording Loss or profits can be direct but are mentioned as being included in indirect or consequential. TGP contended: That waiver covered only lost profits and loss of use that, in each case, also qualify as consequential and does not preclude it from recovery of its lost profits and loss of use that constitute direct damages. Court agreed: [This provision] does not preclude the recovery of direct damages involving loss of use, opportunity or profits. 14

15 CONSEQUENTIAL DAMAGES WAIVERS Direct vs. Consequential Types of Damage Labor, travel, environmental contractors, TGP inspectors, purchase and supply of additional construction consumables, costs of hauling wastewater and services and utilities. Holding Direct Reason Because TGP is expressly responsible for these types of cost under the Contract, they can be conclusively presumed to have been foreseen and contemplated by Technip and thus clearly flowed naturally and necessarily from the breach. 15

16 Direct vs. Consequential CONSEQUENTIAL DAMAGES WAIVERS Types of Damage Excess gas and oil use and excess labor because of continued need to use the old compressors. Holding Consequential Reason These are loss of use claims precluded by CDW. Too remote to be conclusively presumed to have been foreseen. Extended power requirements at one compression station. Direct Clearly flow naturally and necessarily from the breach because TGP was required to provide power under the Contract. 16

17 Direct vs. Consequential CONSEQUENTIAL DAMAGES WAIVERS Types of Damage Rental of a backup generator to ensure continuing operations when a power outage occurred resulted Holding Consequential Reason Flowed naturally but not necessarily from the breach and thus were consequential and were disallowed. Interest on the total amount TGP had invested in the project during the delay, i.e. loss of use of money. Consequential Despite the inclusion specifically of the loss of use as consequential, these damages were waived because they were attributable to theoretical investments that TGP might have made with this money. 17

18 Direct vs. Consequential CONSEQUENTIAL DAMAGES WAIVERS Types of Damage Penalty charge by the utility company for laying transmission lines too long before the use commenced due to the construction delay. Holding Consequential Reason It involved a relationship outside of the Contract. It was a penalty charged by the local electric utility company for premature buildout of electric service and thus was indirect. 18

19 Direct vs. Consequential CONSEQUENTIAL DAMAGES WAIVERS Types of Damage Losses incurred by TGP venting gas into the atmosphere and performing emergency shut downs. Holding Consequential or indirect (Lost Profits) Reason These damages were for expectations of profit from the sale of additional gas through the renovated facilities. These were incidental. Thus indirect rather than direct. If a party s expectation of profit is incidental to the performance of the Contract, the loss is consequential. 19

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21 Consent to assignment provisions arise in both real property and contractual contexts Consents to assignment generally fall into two categories: Soft Consent consent not to be unreasonably withheld (or some other objective standard) Hard Consent Any consent other than a soft consent Unqualified right to consent ASSIGNMENT PROVISIONS HARD CONSENTS VS. SOFT CONSENTS Voids or nullifies the assignment (or would give the holder thereof the right to void or nullify such assignment) Terminates the assignor s interest subject to such consent (or would give the holder thereof the right to terminate such interest) Customary Post-Closing Consent - Consent by, required notices to, filings with or other actions by Governmental Authorities customarily obtained after closing 21

22 ASSIGNMENT PROVISIONS STANDARD FOR CONSENT A consent to assignment provision that fails to set a standard by which to measure consent (such as reasonableness or good cause) allows a lessor to withhold consent arbitrarily. See Trinity Prof I Plaza Assocs. v. Metrocrest Hosp. Auth., 987 S.W.2d 621, 625 (Tex. App. Eastland 1999, pet. denied). Texas departs from the Restatement of Property and the general trend towards reading a reasonableness requirement into a consent provision that does not articulate a standard. It is, therefore, extremely important for a lessee that some standard be articulated: Whether it is a reasonableness standard (offering lessors the greatest leeway and lessees the least predictability); or A specifically enumerated objective standard (offering lessees the greatest predictability and lessors the least leeway). The same rationale holds true with respect to contract assignments. See Carrizo Oil & Gas, Inc. v. Barrow-Shaver Resources Company, 2017 WL (Tex.App.-Tyler, January 31, 2017). 22

23 Carrizo Oil & Gas, Inc. v. Barrow-Shaver Res. Co. ASSIGNMENT PROVISIONS STANDARD FOR CONSENT The consent-to-assign provision was contained in a farmout agreement between Carrizo and Barrow-Shaver. The rights granted to Barrow-Shaver may not be assigned, subleased or otherwise transferred in whole or in part, without the express written consent of Carrizo. Barrow-Shaver negotiated unsuccessfully for inclusion of a provision that Carrizo s consent would not be unreasonably withheld. But Carrizo orally assured Barrow-Shaver that it would not unreasonably withhold consent. 23

24 Carrizo Oil & Gas, Inc. v. Barrow-Shaver Res. Co. ASSIGNMENT PROVISIONS STANDARD FOR CONSENT Barrow-Shaver entered into an agreement with another company to purchase Barrow-Shaver s rights under the farmout agreement for $27.7 million. Carrizo refused to grant consent to the assignment unless it was paid $5 million substantially all of the profit that Barrow-Shaver would have made from the transaction. Barrow-Shaver refused Carrizo s requirement and the deal fell through. Barrow-Shaver then sued Carrizo for $27.7 million, alleging breach of contract, fraud and tortious interference. 24

25 Carrizo Oil & Gas, Inc. v. Barrow-Shaver Res. Co. ASSIGNMENT PROVISIONS STANDARD FOR CONSENT The trial court ruled that, based on the parol evidence rule, the court would not admit to trial evidence of the parties negotiations or the previous four drafts of the farmout agreement. The trial court then sided with Barrow-Shaver and held that because the farmout agreement was silent as to the type of consent Carrizo was required to give, the farmout agreement was ambiguous, and therefore, a jury would need to act as a fact finder on the issue of the meaning of the consent-to-assignment provision. The jury found Carrizo liable. Carrizo appealed. 25

26 Carrizo Oil & Gas, Inc. v. Barrow-Shaver Res. Co. ASSIGNMENT PROVISIONS STANDARD FOR CONSENT Carrizo contended that the trial court erred as to the parole evidence and the construction of the provision. Barrow-Shaver contended that the agreement was silent as to the type of consent and introduced evidence that it was an industry-accepted practice that consent could not be withheld absent a reasonable concern about the potential assignee s capabilities. See Energen Res. MAQ, Inc. v. Dalbosco, 23 S.W.3d 551, 557 (Tex. App. - Houston [1st Dist.] 2000, pet. denied). 26

27 Carrizo Oil & Gas, Inc. v. Barrow-Shaver Res. Co. ASSIGNMENT PROVISIONS STANDARD FOR CONSENT The Court held that the negotiations of a contract can matter in determining whether a contract is silent on a material term. See Houston Expl. Co. v. Wellington Underwriting Agencies, Ltd., 352 S.W.3d 462, (Tex. 2011). Because the negotiations showed that the consent-to-assignment provision was not silent as to the type of consent, the Court held that Carrizo s evidence of the negotiations and preliminary drafts of the agreement was not barred from admissibility by the parol evidence rule. The Court also noted that while some jurisdictions impose an obligation of good faith and fair dealing in contract disputes, Texas does not. See English v. Fischer, 660 S.W.2d 521, 522 (Tex. 1983). 27

28 Carrizo Oil & Gas, Inc. v. Barrow-Shaver Res. Co. ASSIGNMENT PROVISIONS STANDARD FOR CONSENT Because the parties explicitly negotiated the removal of the shall not be unreasonably withheld language from the agreement, Carrizo had an unqualified right to refuse BSR s proposed assignment. The Court found that the trial court erred in finding Carrizo liable. There are a couple of take-away Points: Inclusion of "shall not be unreasonably withheld" language in all contracts. Without such language, a party may withhold consent arbitrarily. Application of the parole evidence rule 28

29 ASSIGNMENT PROVISIONS REASONABLENESS FOR WITHHOLDING CONSENT The reasonableness of withheld consent is a question of fact. There is no single published Texas case discussing factors for reasonability considerations in oil and gas consent to assignment provisions. Most of the cases arise in the commercial real estate context. One court noted [w]hat constitutes the elements of unreasonableness in the act of withholding consent presents a question not simple in resolution. Jury charge: The question is whether there was a reasonable basis under the circumstances to withhold its consent 29

30 Reasonability factors to consider include (including from non-texas jurisdictions): the financial status of an assignee; ASSIGNMENT PROVISIONS REASONABLENESS FOR WITHHOLDING CONSENT the ability of the assignee to perform its obligations; the intended use of the property or material change in use; is the proposed assignee a competitor of the lessor or the lessor s other leases; evidence supporting the commercial reasonableness of the denial. One key potential consideration is whether the consenting party has been furnished with sufficient information. 30

31 The remedies for non-compliance with a consent provision generally fall into 3 categories: A claim for Damages Specific Performance and Declaratory Judgment Termination/Forfeiture ASSIGNMENT PROVISIONS REMEDIES FOR NON-COMPLIANCE 31

32 ASSIGNMENT PROVISIONS REMEDIES FOR NON-COMPLIANCE Damages are available when a party wrongfully assigns a lease without obtaining consent and the wrongful assignment results in actual damages See Palmer v. Liles, 677 S.W.2d 661, 665 (Tex. App. Houston [1st Dist.] 1984, writ ref d n.r.e.) ( [T]he breach of a provision preventing assignment without consent of the original party will support an action for damages when the party has suffered damages as a result of the breach. ) A potential challenge for the party seeking damages is to show what damages or pecuniary loss suffered by such party. 32

33 ASSIGNMENT PROVISIONS REMEDIES FOR NON-COMPLIANCE Damages are likewise available when a party wrongfully withholds consent A common actionable breach that may result in a lessee recovering damages from a lessor occurs when a party improperly conditions consent on payment of additional consideration. Should the lessor offer no objectively reasonable basis, such conditioning should be treated as unreasonable. See, e.g., B.M.B. Corp. v. McMahan s Valley Stores, 869 F.2d 865, 869 (5th Cir. 1989) (applying Texas law). 33

34 ASSIGNMENT PROVISIONS REMEDIES FOR NON-COMPLIANCE Tort causes of action may also be applicable (i.e., the Fifth Circuit impliedly approved tortious interference as a cause of action). The damages available for tortious interference are the same as those available in a breach of contract action to put the lessee in the same economic position that the lessee would have been in if the contract had been performed. It may be easier to evidence breach damages than tortious interference damages, and attorney s fees for breach of contract are readily available. 34

35 ASSIGNMENT PROVISIONS REMEDIES FOR NON-COMPLIANCE A party may decide to undertake significant risk by transferring title despite the other party s non-consent. The lessee could thereby be subject to damages, as discussed above. A lessee may not want to risk an action for breach (especially where title failure could occur or significant value is at risk). In such case: Parties in this situation may seek specific performance for wrongfully withheld consent, requiring a lessor to give consent. Such a request may be accompanied by a request of a declaration construing the consent to assignment provision, particularly when the provision is complex. Note the use of objective factors a party may more easily evidence objective factors to obtain a declaration as a matter of law than to obtain a determination of reasonableness. 35

36 ASSIGNMENT PROVISIONS REMEDIES FOR NON-COMPLIANCE Texas courts strictly interpret restrictive provisions against the lessor who seeks forfeiture or termination of a lease. A lessor may only seek forfeiture of a lease when the lease contains a specific cause expressly providing that remedy termination for failure to obtain consent. Likewise, Texas courts strictly interpret restrictive provisions against the lessor who seeks to void or terminate the assignment or the interest assigned. 36

37 Permissive Assignment Add, which consent shall not be unreasonably withheld, conditioned, or delayed By requiring that consent not be unreasonably (1) withheld, (2) conditioned, or (3) delayed, a lessee is protected from a lessor who simply either refuses to consent by delay or attempts to renegotiate for greater consideration by conditioning consent. Include favorable objective standards (i.e., creditworthiness standard) Carve-out certain permitted assignments (i.e., to affiliates, JV partners, etc.) Carefully avoid circumvention language Limit remedies ASSIGNMENT PROVISIONS DRAFTING SOLUTIONS 37

38 Restrictive Assignment The best approach is to not include a standard arbitrary withholding If not to be unreasonably withheld, state grounds for reasonableness. Include strict objective standards (i.e., creditworthiness standard) Covenant for provision of information Limit indirect transfers (i.e., trigger consent right) Termination/forfeiture (See above) Limit remedies ASSIGNMENT PROVISIONS DRAFTING SOLUTIONS 38

39 Texas Two-Step ASSIGNMENT PROVISIONS One method lessees may use to avoid consent to assignment provisions is to structure the third party s procurement through acquisition, merger, or conversion. Under the TBOC, when a merger occurs, interests in real property owned by each organization that is a party to the merger is allocated to and vested... in one or more of the surviving or new organizations... without... any transfer or assignment having occurred. The same rule applies to organizational conversions. DRAFTING SOLUTIONS The Texas Two-Step is also recognized under Texas law as a method to avoid trigger a preferential right under a Joint Operating Agreement. See Tenneco, Inc. v. Enter. Prods. Co., 925 S.W.2d 640, 646 (Tex. 1996). 39

40 ASSIGNMENT PROVISIONS Address in PSA or Acquisition Documentation DRAFTING SOLUTIONS Required Consent definition Buyers make more expansive and Sellers make less expansive Allocation of Liability for Required Consents and Preferential Rights Exclude and reduce Purchase Price Close-over unexpired Preferential Rights and un-obtained Required Consents Customary Post-Closing Consents are excluded 40

41 ASSIGNMENT PROVISIONS FINAL THOUGHTS ON CONSENT TO ASSIGNMENT Outside of real property interests, the provisions run both ways. Be protective, but not too restrictive. Maintain flexibility. 41

42 We have obtained consent what now? ASSIGNMENT PROVISIONS POST-ASSIGNMENT LIABILITY Should the assigning party remain liable under the agreement after assignment? In Seagull Energy E & P Inc. v. Eland Energy, Inc., 207 S.W.3d 342 (Tex. 2006), the Texas Supreme Court held that the sale of an oil and gas working interest subject to an operating agreement did not relieve the seller of further obligations to the operator under the terms of the operating agreement. 42

43 ASSIGNMENT PROVISIONS POST-ASSIGNMENT LIABILITY Under the facts of the case, Seagull was the lessee and operator of two offshore oil and gas leases. Eland purchased a working interest in the leases, and thus became an intermediate assignee. Eland assumed certain rights and responsibilities under these two operating agreements (including P&A costs). Approximately two years after acquiring them, Eland sold its interests in the leases to Nor-Tex Gas Corporation, also assigning to Nor-Tex its rights and obligations under the operating agreements. Subsequently, Nor-Tex failed to pay Seagull for its share of P&A costs. Seagull attempted to recover these costs from Eland, but Eland refused to pay on the basis that it no longer owned an interest in the leases. Thereafter, Seagull brought suit against Eland and Nor-Tex for breach of the operating agreements. 43

44 ASSIGNMENT PROVISIONS POST-ASSIGNMENT LIABILITY The trial court concluded that Eland remained jointly and several liable for those unpaid expenses. The Supreme Court of Texas agreed holding that a party cannot escape its contractual obligations simply by assigning a contract to a third party, absent specific release mechanisms. Seagull provides two mechanisms for an assignor to avoid continued liability under an assigned contract: (1) express language in the contract absolving the assignor of performance of its contractual obligations after assignment; or (2) an express release obtained 44

45 ASSIGNMENT PROVISIONS POST-ASSIGNMENT LIABILITY Because counterparties will often not grant release language, a provision absolving the assignor of future performance is the common approach for avoiding continued liability. Note that Seagull language is not appropriate for all circumstances. Also Seagull language may need to be tailored for the circumstances. 45

46 ABOUT PORTER HEDGES 110+ lawyer, Houston-based full-service firm established in 1981 with an office in Oklahoma City. Business and trial lawyers experienced in a wide range of legal services across a broad spectrum of industries. Primary focus on oil and gas representing clients in both transactions and litigation across the full spectrum of the industry. 46

47 Randy King is Co-Chair of the Energy Section of Porter Hedges. His practice focuses on a wide range of energy-related projects located onshore, offshore, upstream, midstream and internationally, including: Randy King Partner rking@porterhedges.com acquisitions, divestitures, construction and financing of pipelines, gathering systems and storage facilities for natural gas, crude oil, condensate, natural gas liquids and LNG acquisitions and divestitures of producing and non-producing oil and gas properties oil and gas joint ventures and exploration and development programs exploration and development project agreements including joint operating agreements, COPAS accounting procedures, exploration and development agreements and joint operating agreements natural gas purchase, sales and marketing agreements and NAESB agreements natural gas processing and treating agreements, oil and gas transportation agreements, natural gas storage agreements, natural gas supply agreements operating and maintenance agreements for mid-stream facilities production handling agreements master service agreements and IADC drilling contracts hedging, derivative, swap and ISDA agreements Prior to becoming a lawyer, Randy spent 13 years practicing as an independent petroleum landman. His experience included negotiating oil and gas leases, title examination, structuring oil and gas property acquisitions and exploration transactions. He has been a Certified Professional Landman since Randy received his J.D. from South Texas College of Law and his B.S. from Stephen F. Austin State University. 47

48 Mac Marshall is a partner in the energy section of Porter Hedges. His practice focuses on wide range of energy-related projects located onshore, offshore, upstream, midstream and internationally, including: Mac Marshall Partner mmarshall@porterhedges.com acquisitions and divestitures of producing and non-producing oil and gas properties acquisitions, divestitures, construction and financing of pipelines, gathering systems and storage facilities for natural gas crude oil, condensate, and natural gas liquids oil and gas joint ventures and exploration and development programs exploration and development project agreements including joint operating agreements, COPAS accounting procedures exploration and development agreements and joint operating agreements natural gas purchase, sales and marketing agreements and NAESB agreements natural gas gathering, storage, processing and treating agreements, oil and gas transportation agreements, and related midstream agreements bankruptcy asset sales and restructurings production handling agreements master service agreements and drilling contracts seismic data licenses and acquisition agreements Mac also represents lenders and borrowers in a wide variety of conventional and mezzanine energy financing and related secured transactions, including reserve-based lending and revolving and term credit facilities. He is licensed in Texas and Louisiana and is Board Certified by the Texas Board of Legal Specialization in Oil, Gas and Mineral Law. He has been selected for inclusion in Texas Rising Stars in 2016 for Energy & Resources. 48