Opinion
CIVIL ACTION NO. 02-1672, SECTION "C" (2).
June 10, 2003.
MINUTE ENTRY
IT IS ORDERED that the motion for reconsideration and reformation filed by Xplor Energy SPV-I, Inc. is PARTIALLY GRANTED and PARTIALLY DENIED. This Court previously found the terms of the Assignment of Overriding Royalty Interest to be unambiguous. "When parties reduce their contracts to writing and the writing exhibits no uncertainty or ambiguity as to the nature, the object, and the extent of the agreement, it is presumed that the writing expresses the true and complete undertaking of the parties." Phillips Oil Co. v. OKC Corp., 812 F.2d 265, 275 (5th Cir. 1987), quoting, Campo v. LaNasa, 173 So.2d 365, 369 (La.App. 4th cir. 1964), writ denied, 247 La. 874 (1965). Even contracts unambiguous on their face may be reformed:
Equity may reform even contracts unambiguous on their face on clear proof that, through fraud or error, the written instrument has been made to express a different purpose from that which the parties had agreed on and had intended to embody therein; but to support relief there must be clear proof of the antecedent contract and of the error in committing it to writing.Elysian Homes, Inc. v. Davis, 90 So.2d 791 (La. 1956);Rodgers v. S.H. Bolinger Co., Ltd., 89 So.2d 688, 690 (La. 1921).
The degree of proof required for reformation is a high one.Phillips, supra. In determining whether a mutual mistake was made, the Court should consider who wrote the agreement, who the parties were, whether the provision at issue was central to the agreement and the efforts undertaken by the parties to review the written agreement. Id.
The Fifth Circuit has recognized "`the paradoxical truism that every defendant in a case alleging mutual error denies error; otherwise he would have consented to an extrajudicial act of correction and there would have been no lawsuit.'" Illinois Central Gulf Railroad Co. V. R. R. Land, Inc., 988 F.2d 1397, 1404 (5th Cir. 1993), citing, Collins v. Whittington, 322 So.2d 847, 850 (La.App. 4th Cir.), writ denied, 323 So.2d 480 (La. 1975). "As is often the case when resolving reformation disputes based on alleged mutual error, the trial court is left with a credibility determination." Illinois Central, supra. In at least one case, reformation was allowed when one party discovered an error in the legal description of the land subject to sale, remained silent and hoped of receiving a windfall from the error. Succession of Jones v. Jones, 486 So.2d 1124, 1129 (La.App. 2d Cir.), writ denied, 489 So.2d 249 (1986).
Here, the Court does not read the plaintiff's opposition as disputing the fact that the defendant has presented some proof, albeit parol, to support its interpretation of the contract. Therefore, this issue remains one for trial.
For further clarification, the Court previously found that the defendant's cause for denial of royalties was "reasonable for purposes of the plaintiff's claims under La. Rev. Stat. 31:212.23. That claim is no longer viable.