United States District Court, W.D. Louisiana, Lafayette Division
UNASSIGNED DISTRICT JUDGE
B. WHITEHURST UNITED STATES MAGISTRATE JUDGE
the undersigned is Defendants, HHE Energy Co.
(“HHE”) and XH, LLC's (“XH”) and
Wagner Oil Company's (“Wagner”) (collectively
referred to as “Defendants”), Objections To, And
Motion For Reconsideration Of The Magistrate Judge's
Ruling On Defendants' Motion To Compel Joinder [Rec. Doc.
38] and Plaintiff, Lamar Hunt Trust Estate's
(“LHTE”), Motion To Strike Defendants' Motion
For Reconsideration [Rec. Doc. 44], alternatively, Opposition
to Defendants' Motion For Reconsideration [Rec. Doc. 45].
For the reasons that follow, the Motion For Reconsideration
will be DENIED and Plaintiff's Motion To Strike will be
DENIED AS MOOT.
record provides that Defendants/Assignors entered into an
Assignment of Record Title Interest in Federal OCS Oil and
Gas Lease and an Assignment and Bill of Sale with Conn
Energy, Inc. (“Conn Energy”) and LHTE
(collectively referred to as “Assignees”),
whereby Assignors assigned to Assignees all of their
undivided interest in and to the West Cameron Block 171,
effective October 4, 2010. As a result of the Assignment,
Conn Energy became a 99.79580% owner and LHTE became a
0.2042% owner of the Assets. The parties conditioned the
effectiveness of the Assignment upon receiving approval by
the Bureau of Ocean Energy, Management, Regulation, and
Enforcement (“BOEMRE”). Although the Assignment
was submitted to BOEMRE for approval, BOEMRE did not give its
approval of the Proposed Assignment. Plaintiff filed this
action against Defendants seeking a declaration that because
the Assignment was never approved by the BOEMRE, it is void
and without effect, and the rights and obligations of the
Parties vis-à-vis the Assets remain as if the
Assignment never existed. Plaintiff alleged that its claim
against Defendants/Assignors are in connection with
“the decommissioning and abandonment of platforms,
pipelines, wells and related appurtenances” involving
the Assets. R. 1, ¶5.
13, 2018, Defendants/Assignors filed the motion to compel
joinder of Conn Energy at issue in the instant motion. They
contended that as an Assignee and 99.79580% owner of the
Assets, Conn Energy must be joined as a necessary party in
order to effect any invalidation of the Assignment.
Defendants/Assignors specifically contended that the absence
of Conn Energy would potentially expose them to a later
identical lawsuit by Conn Energy.
opposed the motion stating that mandatory joinder of Conn
Energy was not necessary because Conn Energy's corporate
charter was terminated effective September 22, 2017 and only
the receiver or liquidator appointed for the corporation is
the proper plaintiff to sue to enforce a right of the
corporation. Because a receiver or liquidator was never
appointed for Conn Energy, it cannot be joined and the case
should proceed without it.
Court disagreed with LHTE finding that if LHTE prevailed in
voiding the Assignment, Conn Energy's ownership interest
would be adversely affected as it would decrease from
approximately 99% to approximately 75%. On the other hand if
LHTE did not prevail in voiding the Assignment, Conn Energy
would be responsible for its 99% of the maintenance and
monitoring costs associated with the Assets. The Court
concluded that Conn Energy's absence would potentially
expose Defendants to another identical lawsuit and therefore,
it was necessary that a liquidator be appointed for Conn
determining that a liquidator be appointed, the Court was
required to consider the choice and payment of the
liquidator. The Court turned to La. R.S. § 12:1-1445,
which specifically addresses the appointment of a liquidator
for a terminated corporation and states that “the
appointment of the liquidator under this Section shall be
paid by the party seeking the appointment, subject to
reimbursement from any undistributed assets of the
corporation or the proceeds of their disposition.”
The Court held that because Defendants/Assignors filed the
motion requiring the joinder of Conn Energy, and hence, the
appointment of a liquidator, Defendants/Assignors should be
allowed the opportunity to choose the liquidator the statute
required them to pay for.
filed a Motion To Reconsider moving this Court to reconsider
its order that Defendants pay for the liquidator. R.
38. LHTE filed a Motion to Strike Defendants'
Motion, R. 44, and alternatively, an Opposition to
Defendants' Motion. R. 45. A motion seeking
“reconsideration” such as the instant motion may
be construed under Federal Rule of Civil Procedure 59(e).
Shepherd v. Int'l Paper Co., 372 F.3d 326, 328
n.1 (5th Cir. 2004). Rule 59(e) serves the narrow purpose of
allowing a party to correct manifest errors of law or fact or
to present newly discovered evidence. Templet v.
HydroChem Inc., 367 F.3d 473, 478 (5th Cir. 2004). As
stated in LHTE's Opposition, “Defendants make none
of these showings … [they] offer no new evidence,
identify no intervening change in the law, and fail to allege
anything beyond mere disagreement with the magistrate's
findings in support of their request. Indeed, the Motion is
nothing more than a rehashing of an argument previously made
by Defendants.” R. 45.
Court agrees. In their motion, Defendants continue to argue
that LHTE should pay for the liquidator. They contend that as
the plaintiff who filed this lawsuit, LHTE will ultimately be
required to amend its complaint to add Conn Energy as a
plaintiff or defendant and therefore should also be required
to appoint and pay all expenses of retaining a liquidator.
Citing six (6) cases,  they state that the jurisprudence is
“well settled” that LHTE should select and cover
all costs and expenses of a liquidator in this case. The
Court has reviewed each of the cases cited by Defendants.
While each case orders that the plaintiff amend its complaint
to join the necessary party, there is nothing in the cases
even mentioning the appointment of a receiver or liquidator,
much less the payment of a receiver or liquidator. Moreover,
the Court finds that if, in a case such as this one, the
statute is interpreted as Defendants argue─that the
plaintiff who filed the lawsuit and must amend the complaint
to add the necessary party must also pay for the
liquidator─then the plaintiff will always be
required to pay for the liquidator as only the
plaintiff can amend its complaint and add the party requiring
a liquidator. Such an interpretation would render the statute
meaningless. See McLane S., Inc. v. Bridges, 84
So.3d 479, 483 (La. 1/24/12) (Courts should give effect to
all parts of a statute and, if possible, should not give a
statute an interpretation that makes any part superfluous or
IT IS ORDERED that Defendants, HHE Energy
Co. and XH, LLC's and Wagner Oil Company's Objections
To, And Motion For Reconsideration Of The Magistrate
Judge's Ruling On Defendants' Motion To Compel
Joinder [Rec. Doc. 38] is DENIED.
IS FURTHER ORDERED that Plaintiff, LHTE's,
Motion To Strike is DENIED AS MOOT