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You can search the entire site. or go to the recent opinions, or the chronological or subject indices. Renaissance Alaska, LLC, v. Rutter & Wilbanks Corporation (10/28/2011) sp-6613

Renaissance Alaska, LLC, v. Rutter & Wilbanks Corporation (10/28/2011) sp-6613, 263 P3d 35

        Notice: This opinion is subject to correction before publication in the PACIFIC  REPORTER. 
        Readers are requested to bring errors to the attention of the Clerk of the Appellate Courts, 
        303 K Street, Anchorage, Alaska 99501, phone (907) 264-0608, fax (907) 264-0878, email 
        corrections@appellate.courts.state.ak.us. 

                THE SUPREME COURT OF THE STATE OF ALASKA 

RENAISSANCE ALASKA, LLC,                       ) 
                                               )       Supreme Court No. S-13839 
                        Appellant,             ) 
                                               )       Superior Court No. 3AN-08-09381 CI 
        v.                                     ) 
                                               )       O P I N I O N 
RUTTER AND WILBANKS                            ) 
CORPORATION,                                   )       No. 6613 - October 28, 2011 
                                               ) 
                        Appellee.              ) 
                                               ) 

                Appeal from the Superior Court of the State of Alaska, Third 
                Judicial District, Anchorage, John Suddock, Judge. 

                Appearances:      David    J.  Mayberry     and   Kyle    W.   Parker, 
                Crowell      &   Moring      LLP,    Anchorage,      for   Appellant. 
                Patrick     B.   Gilmore,     Atkinson,     Conway      &    Gagnon, 
                Anchorage, for Appellee. 

                Before:   Carpeneti,   Chief   Justice,   Fabe,   Winfree,   Christen, 
                and Stowers, Justices. 

                FABE, Justice. 

I.      INTRODUCTION 

                Renaissance Resources Alaska, LLC (Renaissance) partnered with Rutter 

and Wilbanks Corporation (Rutter) to develop an oil field. Acting together, Renaissance 

and Rutter acquired a lease to the entire working interest and the majority of the net- 

----------------------- Page 2-----------------------

revenue     interest   of   the  field.1 Renaissance      and   Rutter,   along   with   Arctic   Falcon 

Exploration, LLC (which is not involved in this litigation), then formed a limited liability 

company, Renaissance Umiat, LLC (Umiat LLC), to which they contributed most of the 

lease   rights.   But   when   they   formed   Umiat   LLC,   Renaissance   and   Rutter   did   not 

contribute all of their acquired lease rights to the new company: They retained a  3.75% 
overriding royalty interest, commonly known as an "ORRI."2                    Rutter was eventually 

unable to meet the capital contributions required by Umiat's operating agreement and 

forfeited its interest in Umiat under the terms of the operating agreement.                Rutter filed 

suit against Renaissance Alaska, LLC (Renaissance), the successor LLC of Renaissance 

Resources Alaska, LLC, seeking a declaratory judgment that it was entitled to half of the 
retained 3.75% ORRI.3        Both parties agree that there was never any express agreement, 

written or oral, discussing the 3.75% ORRI. 

                Renaissance has two arguments for why it deserves the entire 3.75% ORRI. 

First, Renaissance argues that it holds legal title to the 3.75% ORRI and that Rutter can 

only obtain title through an equitable remedy, to which Rutter is not entitled.  We affirm 

the superior court's conclusion that Renaissance's characterization is inaccurate and that 

        1       A working interest is "the interest created out of a lease authorizing the 

holder   of   that   right   to   enter   upon   the   leased   lands   to   conduct   drilling   and   related 
operations, including production of oil or gas from such lands in accordance with the 
terms of the lease."     Oil and Gas Leasing, 43 C.F.R.  3100.0-5(d) (2011). 

        2       "An overriding royalty interest is 'a percentage of the gross production 

payable to some person other than the lessor or persons claiming under the lessor.' " 
Allen v. Alaska Oil & Gas Conservation Comm'n , 1 P.3d 699, 700 n.1 (Alaska 2000) 
(quoting 38 AM . JUR . 2d Gas & Oil  215 (1999)). 

        3       In    this  opinion,    two   entities  are   referred   to  as   "Renaissance."       In 

November        2006,   Renaissance      Resources     Alaska,    LLC     transferred    its  interest  to 
Renaissance Alaska, LLC. 

                                                   -2-                                             6613
 

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Rutter was entitled to title to half of the 3.75% ORRI.  Second, Renaissance argues that 

the superior court should have found an implied term that Rutter would forfeit its share 

of the 3.75% ORRI if Rutter failed to contribute its share of expenses.                 We affirm the 

superior court's determination that there was not such an implied term in the agreement. 

II.     FACTS AND PROCEEDINGS 

                In 2004 or 2005 Renaissance contacted Rutter about partnering to develop 

an oil field in the National Petroleum Reserve - Alaska.  The oil field was on land owned 

by   the   federal   government   that   had   been   previously   leased   to   Paul   Craig   and   Peter 

Zamarello.      Craig and Zamarello's lease entitled them to 100% of the working interest 

                                                                                        4 
and 87.5% of net-revenue interest from the field. A 12.5% royalty interest  was retained 

by the federal government.         Renaissance and Rutter approached Craig and Zamarello 

about examining and purchasing the lease.            To encourage a sale, Craig and Zamarello 

granted Renaissance a free 90-day option to purchase the lease.               The option agreement 

gave Renaissance the option   to   purchase Craig and Zamarello's full 100% working 

interest in the lease and 84.5% of the net-revenue interest in exchange for $1 million. 

Craig and Zamarello would retain a 3% ORRI on any eventual oil production.  The 

option    agreement     required    Renaissance      to  complete    an   engineering    study   before 

Renaissance could exercise the option. 

                Once the study was completed, Renaissance and Rutter decided to exercise 

the option as "50/50 partners." Renaissance and Rutter signed an agreement (the May 23 

Agreement) under which Rutter would solicit investors for the $1 million necessary to 

        4       "A royalty interest is 'a right to receive a specified percentage of all oil and 

gas produced' but, unlike the oil payment, is not limited to a specified sum of money. 
The royalty interest lasts during the entire term of the lease."           C.I.R. v. P.G. Lake, Inc., 
356   U.S.   260,   262   n.1   (1958)   (quoting Anderson   v.   Helvering ,   310   U.S.   404,   409 
(1940)). 

                                                  -3-                                             6613
 

----------------------- Page 4-----------------------

exercise   the   option   and   then   Renaissance   and   Rutter   would   pursue   development   as 

partners.  Because Renaissance and Rutter believed that each owner of a federal oil lease 

must post a $100,000 bond, they decided to keep all lease documents in Renaissance's 

name alone and post one bond instead of two.             Accordingly, the sales agreement with 

Craig and Zamarello listed only Renaissance as the purchaser.  The sales agreement 

between      Craig   and   Zamarello    and   Renaissance      imposed    several   obligations    on 

Renaissance as purchaser.       Within approximately 18 months after acquiring the lease, 

Renaissance was obliged to spend $10 million developing the lease or pay Craig and 

Zamarello $250,000 for a one-year extension.  If Renaissance failed to do either of these 

things, then the agreement obligated Renaissance to transfer the lease back to Craig and 

Zamarello.    Rutter arranged a bridge loan of $1 million to finance the purchase.  The 

terms of the loan entitled the lenders to a $1.2 million note and a 0.75% ORRI. 

                When the sale was complete, several parties were entitled to royalties.  The 

federal government was entitled to 12.5% of the royalties under the terms of its initial 

lease to Craig and Zamarello; Craig and Zamarello were entitled to a 3% ORRI under the 

sales agreement; and the bridge lenders were entitled to a 0.75% ORRI. Renaissance and 

Rutter were entitled to the remainder of the net-revenue interest: 83.75%. 

                Renaissance and Rutter then focused on acquiring another lease interest 

held by Arctic Falcon Exploration, LLC (Arctic Falcon). Renaissance, Rutter, and Arctic 

Falcon agreed to pool their lease interests in a new entity in order to pursue development. 

In February 2007 they formed Renaissance Umiat, LLC (Umiat LLC), an Alaska limited 

liability company, with Renaissance, Rutter, and Arctic Falcon as members. 

                The dispute in this litigation is directly traceable to the negotiations with 

Arctic Falcon.  Renaissance and Rutter had apparently planned to contribute their entire 

83.75% net-revenue interest to Umiat LLC, the new entity, but Arctic Falcon insisted on 

retaining an ORRI from its own lease contribution and only planned to contribute an 

                                                 -4-                                           6613
 

----------------------- Page 5-----------------------

80%      net-revenue      interest   to  Umiat    LLC.      Because      of  Arctic    Falcon's    position, 

Renaissance   and   Rutter   felt   entitled   to   do   the   same,   contributing   only   an   80%   net- 

revenue      interest   in  their   lease.   Mark     Landt,    Renaissance's       principal    negotiator, 

explained that "our position was, if he's going to retain an override, then we're going to 

retain   an   override."    Therefore,   Renaissance   contributed   only   an   80%   net-revenue 

interest, retaining a 3.75% ORRI.   This 3.75% ORRI, the subject of this litigation, thus 

appears to have been an incidental creation of the negotiations with Arctic Falcon.  The 

3.75% ORRI was apparently unplanned, and there was never any agreement discussing 

it. 

                 The operating agreement of Umiat LLC provided that Renaissance and 

Rutter would share the costs of developing the leases, up to $25 million.                    The terms of 

the operating agreement provided that if either party failed to contribute its share of the 

costs, then that party would forfeit its membership in Umiat LLC. 

                 Under the terms of the operating agreement, Renaissance was the manager 

of   Umiat   LLC.     As   Renaissance   began   incurring   expenses   in   developing   the   Umiat 

leases,   it   sent   "cash   calls"   to   Rutter. Rutter   was   unable   to   meet   these   cash   calls. 

Renaissance eventually notified Rutter that its membership interest in Umiat LLC had 

been forfeited. 

                 On August 1, 2008, Rutter filed an action seeking declaratory judgment that 

it was entitled to its half of the 3.75% ORRI.  The superior court granted this declaratory 

judgment, explaining that both Renaissance and Rutter "owned half the lease" and that 

there was no implied agreement or other "conceptual basis" that would justify awarding 

Rutter's half of the ORRI to Renaissance. 

                                                     -5-                                               6613
 

----------------------- Page 6-----------------------

III.    STANDARD OF REVIEW
 
               We interpret contract language de novo.5         "We look to four factors when 

interpreting    contracts:   (1)  the  language   of  the  disputed  policy   provisions;   (2)  the 

language of other provisions in the policy; (3) relevant extrinsic evidence; and (4) case 
law interpreting similar provisions."6      We review factual findings by the superior court 

for clear error.7  "Clear error exists when we are left with a definite and firm conviction 

that the superior court has made a mistake."8      We review conclusions of law de novo and 

will adopt the "rule of law that is most persuasive in light of precedent, reason, and 
policy."9 

IV.     DISCUSSION 

               Renaissance presents two theories for why we should reverse the superior 

court.   First,  Renaissance    argues   that  because   the  ORRI    was   always   in  its  name, 

Renaissance held "legal title" and the ORRI could be awarded to Rutter only as an 

equitable remedy.  Renaissance contends that Rutter does not deserve such an equitable 

remedy.     Second, Renaissance argues that there was an implied term of the contract 

between Renaissance and Rutter that Rutter would forfeit its share of the 3.75% ORRI 

if it failed to contribute its required share of capital. 

        5      Dugan v. Atlanta Cas. Cos., 113 P.3d 652, 654 (Alaska 2005). 

        6      Simmons v. Ins. Co. of N. Am.,       17 P.3d 56, 59 (Alaska 2001). 

        7       Winston J. v. State, Dep't of Health & Soc. Servs., Office of Children's 

Servs., 134 P.3d 343, 345-46 (Alaska 2006). 

        8      Id. at 346 (internal quotation marks and citations omitted). 

        9      Gilbert M. v. State, 139 P.3d 581, 586 (Alaska 2006) (quoting Guin v. Ha, 

591 P.2d 1281, 1284 n.6 (Alaska 1979)). 

                                                -6-                                           6613
 

----------------------- Page 7-----------------------

       A.      Rutter Owns Half Of The ORRI. 

               Renaissance argues that it holds "legal title to the entire 3.75% overriding 

royalty interest." Renaissance reasons that the trial court could award part of that interest 

to Rutter only as an equitable remedy.  Renaissance relies on the framework we set out 

in Klondike Industries v. Gibson : 

               It is axiomatic that the holders of legal title to a property are 
               entitled to the proceeds of its sale unless a court imposes on 
               the property an equitable remedy, such as a constructive trust, 
               in favor of another.     The burden of proof must fall on the 
               party seeking to impose the equitable remedy . . . .[10] 

Renaissance argues that because it has legal title to the 3.75% ORRI, Rutter has the 

burden of proving that an equitable remedy is appropriate.        According to Renaissance, 

the superior court did not respect this burden and did not make any "finding of fact or 

state any conclusion of law that Rutter had an equitable right to the . . . ORRI." 

               But the superior court's conclusion that Rutter and Renaissance held title 

to  the  3.75%    ORRI    on  an  equal   basis   is   supported  by  the  record. Mark   Landt, 

Renaissance's vice president, acknowledged that it was assumed that Renaissance and 

Rutter "would split the remaining override on a 50/50 basis."         Landt also testified that 

Renaissance "looked at [Rutter] as a 50/50 partner." 

               Renaissance supports its claim that it alone had legal title by pointing out 

that in filings with the federal Bureau of Land Management (BLM), Renaissance was the 

only listed owner. BLM regulations require that "[e]ach transfer of record title" must "be 
filed with the proper BLM office on a current form approved by the Director."11           But it 

       10      Klondike Indus. Corp. v. Gibson, 741 P.2d 1161, 1171 (Alaska 1987). 

       11      43 C.F.R.  3106.4-1 (2011). 

                                              -7-                                           6613 

----------------------- Page 8-----------------------

is   undisputed     that   Rutter   and   Renaissance       filed  these   BLM     documents       only   in 

Renaissance's name in order to avoid posting two liability bonds. 

                 These BLM filings also do not establish legal title. Form 3000-3 is the form 
for filing BLM assignments of title.12         But Form 3000-3 expressly states that it does not 

actually establish legal title.      In the box where a BLM official signifies approval of the 

assignment, the form states in bold typeface, "This assignment is approved solely for 

administrative purposes.  Approval does not warrant that either party to this assignment 

holds   legal   or   equitable   title   to   this   lease." Similarly,   BLM   regulations   state   that 

"[a]pproval   does   not   warrant   or   certify   that   either   party   to   a   transfer   holds   legal   or 
equitable title to a lease."13       The BLM's commentary in the Federal   Register   when 

adopting     these   regulations   contains   an   extensive   disclaimer   that   its    filings   do  not 
determine legal title.14  Renaissance claims that the BLM filings function like a property 

        12       BLM   has   provided   some   online   guidance   for   using   Form   3000-3,   the 

document used in this case, instructing that for an assignment of a lease to be effective, 
"[t]hree originally-executed copies of Record Title Interest in a Lease for Oil and Gas or 
Geothermal Resources, Form 3000-3, the current edition, must be filed in the Bureau of 
Land Management State Office which administers the affected lease."                      Transfer[r]ing 
and     Assigning     Oil   and   Gas    Lease    Interest,    BUREAU      OF  LAND     MANAGEMENT, 
http://www.blm.gov/ca/st/en/prog/energy/og/instructions/asgns.html (last visited Oct. 2, 
2011). 

        13       43 C.F.R.  3106.7-1 (2011). 

        14       Supplementary Information, Oil and Gas Leasing, Geothermal Resources 

Leasing, 53 Fed. Reg. 17340-01 (May 16, 1988) (to be codified at 43 C.F.R. pt. 3000) 
("The   Bureau   of   Land   Management   cannot,   and   should   not,   undertake   the   role   of 
attempting      to  validate   privately    arranged    agreements      between     any   lessee   and   its 
sublessee, or of protecting a lessee's rights under a private arrangement to which the 
Federal Government is not a party.   The Bureau does not have the power or authority to 
warrant title i[n] such circumstances regardless of whatever administrative examinations 
may be conducted.        The Bureau's policy for over two years has been not to adjudicate 
                                                                                           (continued...) 

                                                    -8-                                              6613
 

----------------------- Page 9-----------------------

recording   system,   but   this   is   not   accurate.  Rather,   the   filing   system   appears   to   be 

intended   to   help   the   BLM   administer   leases.      Form   3000-3's   statement   that   "[t]his 

assignment        is  approved      solely   for   administrative      purposes"      supports    such    an 

interpretation.  The filing system's apparent purpose is to inform the BLM of the current 

owner of each lease, sparing the BLM the trouble of having to laboriously investigate to 

discover who owns each federal lease.              Accordingly, the BLM filings do not support 

Renaissance's claim that it alone "held legal title" to the 3.75% ORRI. 

                 Renaissance also points to the fact that the sales agreement for the lease was 

in Renaissance's name alone.  But while the agreement purchasing the lease from Craig 

and Zamarello did name only Renaissance as purchaser, the May 23 agreement between 

Renaissance       and    Rutter   provided     that   they   were    purchasing     the   lease   together. 

Additionally,   the   operating   agreement   of   Umiat   LLC   referred   to   the   lease   interest 

acquired   from   Craig   and   Zamarello   as   belonging   to   both   Rutter   and   Renaissance: 

"Renaissance Alaska, LLC and Rutter and Wilbanks Corporation shall jointly contribute 

their one hundred (100%) percent working interest and eighty (80%) percent net revenue 

interest" to Umiat LLC.          (Emphasis added.)        The fact that Renaissance was the only 

listed purchaser on the sales agreement was incidental, a product of the parties' desire 
to avoid posting two bonds with BLM.15 

         14(...continued) 

transfers of operating rights because it is time-consuming and unnecessary unless there 
is an independent concern about a transferee's qualifications."). 

         15      Moreover, it is well established that when one member of a partnership or 

joint   venture   acquires   property   in   the   name   of   the   partnership   or   joint   venture,   that 
property     belongs     to  the  partnership    or  joint   venture.    The    Restatement   (First)     of 
Restitution explains that "[w]here a person in a fiduciary relation to another acquires 
property, and the acquisition or retention of the property is in violation of his duty as 
fiduciary, he holds it upon a constructive trust for the other."  RESTATEMENT (FIRST) OF 
                                                                                           (continued...) 

                                                    -9-                                               6613
 

----------------------- Page 10-----------------------

                Because it is clear from the record that Renaissance acquired the Craig and 

Zamarello lease for the purpose of developing it alongside Rutter, the superior court was 

correct in its conclusion that Rutter held title to half of the lease interest, including half 

of the 3.75% ORRI. 

        B.      Rutter Did Not Forfeit Its Share Of The 3.75% ORRI. 

                Renaissance's second theory as to why it is entitled to the whole 3.75% 

ORRI is based on an alleged "gap in the parties' agreement."  Renaissance relies on Rego 

v. Decker, in which we explained that "courts should fill gaps in contracts to ensure 

fairness where the reasonable expectations of the parties are fairly clear" but "courts 

should not impose on a party any performance to which he did not and probably would 
not have agreed."16      Renaissance argues that it would not have agreed to a term under 

which "if Renaissance paid the $10 million [development cost mandatory under the 

purchase agreement], Rutter would still receive a full half of the remaining 3.75 percent 

ORRI." 

                "A   court   may   supply   an   essential   term   that   has   been   omitted   from   an 
otherwise sufficiently defined contract."17       In Casey v. Semco Energy, we explained that 

courts may fill a gap to "ensure fairness where the reasonable expectations of the parties 
are clear."18  We also stated that the "threshold inquiry in determining whether [a] case 

        15(...continued) 

RESTITUTION  190 (1937). 

        16      482 P.2d 834, 837 (Alaska 1971). 

        17      Casey v. Semco Energy, Inc., 92 P.3d 379, 386 (Alaska 2004). 

        18      Id. 

                                                 -10-                                            6613
 

----------------------- Page 11-----------------------

is an appropriate one for 'gap-filling' is whether, in fact, there is an essential term or 
circumstance for which the parties failed to plan."19 

                Here, we affirm the superior court's conclusion that there was no "gap" in 

Renaissance and Rutter's agreement.  While the sales contract with Craig and Zamarello 

and the BLM filings referred only to Renaissance, the May 23 Agreement between Rutter 

and Renaissance provided that "[u]pon written notice, Renaissance shall grant, convey 

and assign to Rutter fifty percent (50%) of its right, title and interest."               The May 23 

Agreement       further   described    how    future   investments     would     dilute  Rutter's    and 

Renaissance's shares of ownership equally. After Renaissance acquired the lease, Rutter 

owned   50%   of   that   interest.    Specifically   Rutter   owned   50%   of   what   Renaissance 

acquired, which was 100% of the working interest and 84.5% of the net-revenue interest. 

The federal government was already entitled to 12.5% royalty interest and Craig and 

Zamarello retained a 3% ORRI. 

                Two further dispositions took place after the lease was acquired. First, a 

0.75%   ORRI   was   granted   to   the   lenders   who   provided   the   $1   million   necessary   to 

purchase the lease from Craig and Zamarello.             The May 23 Agreement provided that 

outside lenders would fund the entire purchase price, and that part of their compensation 

would include a 0.75% ORRI taken equally from Rutter's and Renaissance's interests. 

Rutter arranged this loan.       The contract between Rutter and the lenders provided that 

Renaissance would assign the 0.75% ORRI to the lenders.                   Second, the Umiat LLC 

operating agreement provided that Rutter and Renaissance would transfer an 80% net- 

revenue     interest  to  Umiat    LLC.    The     3.75%    ORRI    is  what   remained     after  those 

dispositions. Renaissance argues that because no agreement discusses the 3.75% ORRI, 

there was a gap in the agreement.   But the mere absence of the phrase "3.75% ORRI" in 

        19      Id. 

                                                  -11-                                              6613 

----------------------- Page 12-----------------------

any contract does not signify that there is in fact a gap in the agreement.     The 3.75% 

ORRI is simply   the remainder of a larger lease interest that Renaissance and Rutter 

agreed they would split 50/50. 

              Renaissance acknowledges that "[i]t can reasonably be inferred that the 

parties agreed to share the override 50-50," but Renaissance argues that this split was 

contingent on Rutter paying half of the $10 million minimum spending requirement 

under the sales agreement with Craig and Zamarello.      According to Renaissance, there 

is a gap in the parties' agreement because there was no provision discussing what would 

happen to Rutter's ORRI if Rutter did not contribute its share of the $10 million.  But the 

record supports the superior court's conclusion that Rutter's half of the ORRI was not 

contingent on its contribution to the minimum spending requirement.  An ORRI owner 
is not normally obligated to contribute toward development or operation expenses.20 

There is no suggestion here that the parties intended to vary this usual arrangement.  To 

the contrary, the Umiat LLC operating agreement explicitly provided that the LLC would 

pay for the development of the lease.     While at oral argument before us, Renaissance 

asserted that its contributions to meet the minimum spending requirement were separate 

from its contributions to the LLC, but the existence of an extensive operating agreement 

makes clear that the parties intended Umiat LLC to be the vehicle through which they 

met the minimum spending requirement. There is no contract term, implied or otherwise, 

linking the 3.75% ORRI to the minimum spending requirement.  Both Renaissance and 

       20     EARL  A. BROWN, THE  LAW OF  OIL AND  GAS  LEASES          17.01(1) (2d ed. 

1986) ("An 'overriding royalty' interest is a given interest severed out of the working 
interest or lessee's share of the oil, and not charged with any of the cost or expense of 
development or operation.     This is true whether the overriding royalty is created by 
reservation when the original lessee transfers his interest by assignment or sublease, or 
is created by grant when the original lessee conveys such fractional share to a third 
person."). 

                                            -12-                                      6613
 

----------------------- Page 13-----------------------

Rutter were sophisticated parties and the agreements between them were extensively 

negotiated.   Had Renaissance and Rutter wished to include an express term linking the 

ORRI to the minimum spending requirement, they could have done so.  Since no express 

or implied term provided that Rutter would forfeit its half of the ORRI if it did not 

contribute   to   the   $10   million   spending   requirement,   we   affirm   the   superior   court's 

determination that Rutter did not forfeit its share of the ORRI. 

V.      CONCLUSION 

               We AFFIRM the superior court's judgment that Rutter may retain its share 

of the 3.75% ORRI. 

                                               -13-                                          6613
 
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