Arkansas "Marketable Product - Minority Rule" Parameters

My father, brother and I share ownership of mineral intersts in Cleburne County, Arkansas. My brother and father have signed leases, but I have not. The AOGC integrated my interests four years ago which included specific provisions for bonus and royalty. I just recently found out that the well has been producing continuously for over 4 years now, and none of us have received a penny. My father was only recently offered a lease with XTO energy, the current operator, when it was discovered that he was left out of the original title/heirship process by the former operators/petitioners.

I have recently composed a formal demand letter to XTO Energy, holding them responsible, as the sole operator, for all sums currently owed to me - including 12% per annum accrued interest - per the AOGC integration order and Arkansas Title Codes 15-74-601 through 15-74-604.

Upon looking more closely at my father's lease, not only did XTO backdate the effective date of the lease to two months prior to the integration order, but I read a provision in it that allowed XTO to deduct "all costs incurred by Lessee in delivering, processing, or compressing" all gas produced.

Now, Upon researching legal precedent for "lawful deductions", the case most often, and recently, cited was Hanna Oil& Gas Co. v. Taylor,759 S.W.2d563 (Ark. 1988). This Supreme Court ruling established that while Arkansas has yet to explicitly state that the Lessee is required to bear all costs incurred in obtaining a "marketable product", it did rule that the compression costs, which were in question, are not deductible.

The 2011 Annual AAPL Meeting in Boston also established the following:

“Marketable Product” Rule

Minority Rule.

Colorado, Oklahoma, Arkansas, Kansas.

Lessee bears all of the costs associated with production
and transforming into a marketable product.

Only after gas has reached “marketable condition” can
post-production costs be deducted.

View that leases are silent as to allocation of post-
production costs and “at the well” is ambiguous

When lease refers to “gross proceeds” or “proceeds” at the well, sharing of post-production costs is not permitted.

Once gas reaches a “marketable
condition,” additional costs to improve or
transport the product may be shared.

Burden on lessee to demonstrate “marketable
condition.”"

Now, after scouring every Arkansas law, regulation, and statute I could find, it seems that the defining of allowable deductions is assumed to be dictated by the framework set aside in each individual two-party lease. And, after studying both the petition that One-Tec put to the commission, as well as the resulting order, there is no provision whatsoever as to royalty deductions of any kind.

So, my question would be: In my case, where no provisions concerning royalty deductions have been provided for, can ANY deduction, other than taxes, be defined as unlawful based on a "lack of clarity"? And, if additional deductions are taken, is that an issue that can be argued before the AOGC, or is that something that would have to be taken up with private litigation?

Dear Ms. Hutchison,

I researched this a couple of years ago. A friend of my wife had a lease in Arkansas with Chesapeake, went into production and they withheld no deductions. Then BHP Billiton bought the lease and charged deductions out the wazoo. I wrote a letter and they quoted a case on the matter and they were....well, pretty unassailable with the small interest my wife's friend had.

By the way, nice research on your part. I am well impressed.

The case basically says that the lease language trumped the statute/case law.

What you have, IMHO, is a question of contract. If you have the proper elements and conditions of contract, you can just about contract for anything.

Thank you for your reply! =)

I was aware that in most cases whatever you signed on the dotted line is considered a legally binding contract, and tends to be upheld on a "buyer beware" kind of principle. I realize that whatever my father and brother signed, especially since they both pre-date the integration order, are legally sound. However, in my case, where there is the lack of any contract, with respect to any detail other than bonus and royalty, is there some kind of "default" or "implied" contract that exists provided for by the AOGC, or some stipulation within the JOA that addresses this?

In the absence of contract, I thought that most courts usually defaulted to state law/legal precedent? If there is no legal precedent to this issue more recent that the supreme court decision that I referenced, it seems to me that it would be in their best interest to settle any claim such as this out of court...if this issue ever hit the court system and a ruling in my favor was made upholding the marketable product rule, which disallows deductions for anything other than transportation costs to get the already marketable product to the buyer, it would stand to cost any operator in the state millions of dollars in previously unpaid, or future, royalty payments for any and all integrated parties such as myself.

In any case, it would at least provide a clear point of reference for the parameters and/or definitions of the marketable product rule, at least in the state of Arkansas.

Any insight you, or any others who are willing to comment, could provide would be greatly appreciated!

Dana



Buddy Cotten said:

Dear Ms. Hutchison,

I researched this a couple of years ago. A friend of my wife had a lease in Arkansas with Chesapeake, went into production and they withheld no deductions. Then BHP Billiton bought the lease and charged deductions out the wazoo. I wrote a letter and they quoted a case on the matter and they were....well, pretty unassailable with the small interest my wife's friend had.

By the way, nice research on your part. I am well impressed.

The case basically says that the lease language trumped the statute/case law.

What you have, IMHO, is a question of contract. If you have the proper elements and conditions of contract, you can just about contract for anything.

Best

Buddy Cotten

Mineral Manager

Dear Dana,

I SEE, said the blind man. My response was only as to leased acreage. If you are forced in as a co-tenant, then you must pay your share of costs, as you have not a royalty interest, so you pay your full share of costs, but receive your full share of revenue.

With your really good research abilities, check the order as it affects you and see if you are forced in as a leased interest or a co-tenant. I am not sure if you can be forced in as a leased interest in Arkansas - you should have an option. Arkansas generally follow Oklahoma law on items like this.

BTW, XTO is really a stickler for cost deductions. I have seen XTO's costs run as high as 45% more or less, on depleting shale wells in the Barnett.

Now, with Dad's lease pre-dating the pooling, then he might get some statutory relief on non-payment of royalties. Dunno for Arkansas, but feel pretty confident that the legislature put something in place. The proper way to handle the matter is to have an date of entering into lease and an effective date of the lease --such as something like this "This agreement, entered into on the 30th day of August, 2013, but effective for all purposes as of June 20, 2011." Depending on the well, he might not have wanted to lease at all, since the well should have been at payout status and he would be getting his full percentage of the well, not diluted by royalty.

Thank you again for responding! =)

It specifically states on both the petition and AOGC order that all "no response" interest owners shall be deemed leased. And, although it DID specify a fixed dollar amount for bonus and percentage for royalty (which I've heard is unusual, as it is higher than AOGC's standard), it had no specifications concerning whether this would be calculated "at the well" or from "revenues received". No additional framework of ANY kind was provided. Therefore, in the absence of a stipulating lease or two party contract, all I have to fall back on is legal precedent, seeing as the "industry standard" is considered to be on a situational case by case basis. The ability of parties to individually negotiate their lease, the scope of SOP is as varied as the number of contracts existing in any given area.

I only see two viable outcomes in this situation: XTO can claim that due to the lack of definitive terms and obligations, they have the legal right to conduct matters as to any way they see fit to protect company interests. That would allow them to deduct any and/or all midstream procedures if they felt like it, which I find particularly offensive seeing as they own all of the elements involved with midstream processing in the area, as well as production costs and anything else they feel like throwing in...a kind of "it didn't say we CAN'T" philosophy; or I can force the issue of legal precedent on "marketable product" which, is not explicitly defined but, is protected/defended by the Arkansas Supreme Court which allows only the deduction of transportation of "already marketable" product, which implies a "revenue generated" royalty calculation.

Whereas I don't believe that the industry actively seeks to take unfair advantage of individuals, I DO think they operate to secure, protect, and maximize their company interest, which is maintaining/increasing profit margin. I am not looking for a hidden fortune, as I am we'll aware that that's not a viable opportunity. I am, however, seeking nothing different than XTO itself...to protect my OWN interests on a level that's fair and equitable.

I feel that the laws that are in place to regulate these issues are there for a reason, so that neither party gets taken advantage of. Industry corporate should not be the only ones allowed to define terms when an absence of terms exists. I cannot be the only person in this situation in the entire state. It is my opinion that in the absence of defined terms, the only lawful option IS to fall back to the Supreme Court ruling as the default interpretation. And, if my opinion is not justified or valid for some reason, I have yet to hear an alternative other than "why bother...you can't fight the industry".

I'm not looking to fight the industry, I'm simply trying to ensure my rights within the scope of the law rather than allow myself to be dictated to by corporate protocol.

Dana



Buddy Cotten said:

Dear Dana,

I SEE, said the blind man. My response was only as to leased acreage. If you are forced in as a co-tenant, then you must pay your share of costs, as you have not a royalty interest, so you pay your full share of costs, but receive your full share of revenue.

With your really good research abilities, check the order as it affects you and see if you are forced in as a leased interest or a co-tenant. I am not sure if you can be forced in as a leased interest in Arkansas - you should have an option. Arkansas generally follow Oklahoma law on items like this.

BTW, XTO is really a stickler for cost deductions. I have seen XTO's costs run as high as 45% more or less, on depleting shale wells in the Barnett.

Now, with Dad's lease pre-dating the pooling, then he might get some statutory relief on non-payment of royalties. Dunno for Arkansas, but feel pretty confident that the legislature put something in place. The proper way to handle the matter is to have an date of entering into lease and an effective date of the lease --such as something like this "This agreement, entered into on the 30th day of August, 2013, but effective for all purposes as of June 20, 2011." Depending on the well, he might not have wanted to lease at all, since the well should have been at payout status and he would be getting his full percentage of the well, not diluted by royalty.

Buddy Cotten

Mineral Manager