Appeal from The 23 rd Judicial District Court, Parish of
Assumption, State of Louisiana Trial Court Nos. 34, 316, 34,
265, and 34, 202 The Honorable Thomas J. Kliebert Jr., Judge
A. Stern Leigh Ann Schell Raymond P. Ward Sara Valentine New
Orleans, Louisiana Brad D. Brian (Pro Hac Vice) Bethany W.
Kristovich (Pro Hac Vice) Los Angeles, California Frank L.
Maraist Baton Rouge, Louisiana Attorneys for
Appellant/Third-Party Defendant, Occidental Chemical
Leopold Z. Sher James M. Garner Peter L. Hilbert Jr. Jeffrey
D. Kessler New Orleans, Louisiana Robert Ryland Percy III
Gonzales, Louisiana Eric J. Mayer Houston, Texas Travis J.
Turner Gonzales, Louisiana Attorneys for Defendant/Appellee,
Texas Brine Company, LLC
BEFORE: McDONALD, HIGGINBOTHAM, AND CRAIN, JJ.
these consolidated appeals, Occidental Chemical Corporation
appeals summary judgments declaring a lease terminated by
confusion. We vacate the summary judgments and remand.
AND PROCEDURAL HISTORY
litigation arises out of a sinkhole that developed from the
collapse of a salt mine cavern in Assumption Parish on or
about August 3, 2012. The present matter involves claims
between Texas Brine Company, LLC, which operated the brine
production well, and Occidental, the owner of the land where
the sinkhole occurred. The relationship between these parties
dates back to 1975 when Occidental's
predecessor-in-interest, "Hooker Chemicals and Plastics
Corp.," leased to Texas Brine the right to produce salt
from the subject property. In 1976, Texas Brine assigned or
sub-leased-the precise nature of the transaction is
disputed-the salt lease to Vulcan Materials Company, but
Texas Brine remained operator of the brine well and related
facilities pursuant to an operating agreement with Vulcan.
The parties amended and restated the operating agreement in
its entirety on January 1, 2000.
a series of transactions culminating in 2008, Occidental
acquired Vulcan's interest in the salt lease and the
amended operating agreement. As a result of those
transactions, Texas Brine and Occidental were parties to the
salt lease and the amended operating agreement when the
sinkhole occurred. Notably, the amended operating agreement
contains an arbitration clause whereby the parties agreed,
"Any dispute, controversy or claim arising out of or
relating to this Agreement or the breach, validity or
termination thereof shall be finally settled by
sinkhole spawned numerous suits, three by companies owning or
operating pipelines damaged by the sinkhole, including (1)
Florida Gas Transmission Company, LLC (2) Pontchartrain
Natural Gas System, K/D/S Promix, L.L.C. and Acadian Gas
Pipeline (collectively, "Pontchartrain"), and (3)
Crosstex Energy Services, LP. The claims asserted in these
pipeline suits include incidental demands between Texas Brine
and Occidental based in tort and contract.
August 1, 2013, at Texas Brine's request, an arbitration
proceeding was initiated to resolve the claims between Texas
Brine and Occidental. In conjunction with that proceeding,
the trial court stayed all "contractual, non-tort
claims" between Occidental and Texas Brine in the
pipeline suits "until such time as the arbitration has
ended." One issue submitted to arbitration was whether
the salt lease terminated by confusion in 2008, when
Occidental allegedly became both the lessor and lessee under
June, 2017, with the arbitration proceeding still pending,
Texas Brine filed motions for partial summary judgment in
each of the pipeline suits, asserting the salt lease
terminated by confusion for the same reasons urged in
arbitration. To avoid further arbitration, Texas Brine argued
Occidental presented the salt lease claims to the trial court
for adjudication by filing an amended incidental demand
against Texas Brine purportedly asserting claims based on the
salt lease. Occidental opposed the summary judgment motions,
arguing the parties submitted the confusion claim to the
arbitration panel and were "awaiting a decision any day
now," and Texas Brine's motions violated the trial
court's stay order. The trial court granted the motions,
then signed judgments in favor of Texas Brine and against
Occidental, decreeing the salt lease "terminated as a
matter of law as of March 27, 2008," and dismissing with
prejudice any actions based on the salt lease arising
thereafter. Occidental appeals.
the relevant facts are not in dispute, this appeal presents
questions of law subject to de novo review. See
FIA Card Services, N.A. v. Weaver, 10-1372 (La.
3/15/11), 62 So.3d 709, 712; Arkel Constructors, Inc. v.
Duplantier & Meric, Architects, L.L.C., 06-1950
(La.App. 1 Cir. 7/25/07), 965 So.2d 455, 461.
is a matter of contract. AT&T Mobility LLC v.
Concepcion,563 U.S. 333, 339, 131 S.Ct. 1740, 1745, 179
L.Ed.2d 742 (2011). Therefore, we begin our analysis with the
language of the amended ...