Balint, D. v. EQT Production Co.

J-A05006-25

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT O.P. 65.37

DAVID C. BALINT, KAYLA D. BALINT, : IN THE SUPERIOR COURT OF

BRUCE E. GRANDEL, STEPHANIE : PENNSYLVANIA

GRANDEL, AND LOLA DRILLING, II, :

LLC :

:

:

v. :

:

: No. 301 WDA 2024

EQT PRODUCTION COMPANY :

:

:

APPEAL OF: LOLA DRILLING, II, LLC :

Appeal from the Order Entered February 15, 2024

In the Court of Common Pleas of Greene County Civil Division at No(s):

A.D. 527-2019

DAVID C. BALINT, KAYLA D. BALINT, : IN THE SUPERIOR COURT OF

BRUCE E. GRANDEL, STEPHANIE : PENNSYLVANIA

GRANDEL, AND LOLA DRILLING, II, :

LLC :

:

:

v. :

:

: No. 302 WDA 2024

EQT PRODUCTION COMPANY :

:

:

APPEAL OF: DAVID C. BALINT, :

KAYLA D. BALINT, BRUCE E. :

GRANDEL AND STEPHANIE GRANDEL :

Appeal from the Order Entered February 15, 2024

In the Court of Common Pleas of Greene County Civil Division at No(s):

A.D. 527-2019

BEFORE: MURRAY, J., KING, J., and FORD ELLIOTT, P.J.E.*

____________________________________________

* Retired Senior Judge assigned to the Superior Court.

J-A05006-25

MEMORANDUM BY MURRAY, J.: FILED: June 3, 2025

David C. Balint, Kayla D. Balint, Bruce E. Grandel, Stephanie Grandel

(together, Owners), and LOLA Drilling, II, LLC (LOLA) (collectively, Appellants)

appeal from the order entering summary judgment against them and in favor

of EQT Production Company (EQT). Appellants alleged EQT failed to renew an

oil and gas lease on Owners’ property (the lease or EQT’s lease) and removed

gas from the property after the lease’s expiration. EQT maintained it extended

the lease by drilling on the property before the expiration date. The trial court

granted EQT’s motion for summary judgment, determining there was no

genuine issue of material fact that EQT had engaged in activities sufficient to

extend the lease. After careful review, we affirm.

On July 23, 2008, Owners executed an oil and gas lease with Range

Resources – Appalachia, LLC (RRA), covering two adjacent parcels in Springhill

Township, Greene County, Pennsylvania, comprising approximately 101 acres

(the property, Owners’ property, or the premises). See EQT’s Motion for

Summary Judgment (MSJ), 2/16/23, Exhibit A (Lease, 7/23/08), ¶ 1. The

lease provided for a primary term of five years, which the parties agreed to

extend for another five years, such that the primary term would expire on July

23, 2018. At some point during the primary term, EQT acquired RRA’s interest

in the lease.

Regarding its continuation beyond the primary term, the lease provides:

This lease shall continue in force and the rights granted hereunder

be quietly enjoyed by the Lessee for a term of five (5) years [(the

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primary term)] and so much longer thereafter as oil or gas or their

constituents are produced or are capable of being produced on the

premises in paying quantities, in the judgment of the Lessee, or

as the premises shall be operated by the Lessee in the search for

oil or gas….

Id., ¶ 2. The lease further provides that “Lessor agrees … no other lease for

the oil, gas, and minerals covered by this lease shall be granted by the Lessor

during the term of this lease or any extension or renewal thereof granted to

the Lessee herein.” Id., ¶ 19.

David C. Balint (Mr. Balint) testified at his deposition that

[a]round April or May [of 2018,] I started calling the land agents

at EQT … to see if there is any activity on our lease, if it was held,

or if it wasn’t going to be held, if they were interested in renewing

the lease, because I was interested in continuing a partnership

and working with them, if they were interested[.]

I had left messages for the land agents. … And then after

that, later on, when we never received any return phone calls, and

it was coming up to a time frame that was close to the expiration

date of our lease in July, I don’t recall the exact date, I called EQT,

and I spoke with a female that was very helpful.

I told her that I needed her help, and was just trying to find

out what was going on with our lease. It was getting ready to

expire.

And she related to me that she was looking inside the land

agent software, and that there were certain fields that there

wasn’t any data in. And if there wasn’t any data in those fields,

then your lease—there wasn’t any activity to hold it.

That was the conversation. I believe I asked her for a

writing at that point. … I believe I made, after that phone call,

one additional [phone call around the end of July or early August]

to try to obtain something … in writing.

Owners’ Response in Opposition to MSJ, 4/3/23, Exhibit A (Mr. Balint

Deposition Transcript, 3/28/22), at 45-47.

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On August 2, 2018, Owners executed an oil and gas lease with LOLA,

covering the same property. See id., Exhibits E, F (LOLA Lease, 8/2/18).

On August 7, 2018, EQT’s landowner relations department sent an email

to Mr. Balint, stating: “The expiration date of the lease has passed without

EQT extending or holding this agreement. We have decided not to extend or

renew this lease.” MSJ, Exhibit K (EQT Email, 8/7/18).

However, several months later, EQT claimed its communications with

Mr. Balint had been mistaken, that it had in fact drilled a productive natural

gas well on the property, and its drilling activities had effectuated the

extension of the lease.

On December 27, 2018, EQT recorded a “Declaration—Notice of

Allocation Area,” which stated, in pertinent part:

NOTICE is hereby given that effective July 1, 2018, in reasonable

judgment in good faith, EQT … has allocated the oil and gas

leasehold estates in the following described leases attached hereto

as Exhibit A, in Springhill Township, Greene County, Pennsylvania,

to form an allocation area containing 581.74 acres, more or less

(the “William Lane 2”).

Id., Exhibit F (William Lane 2 Declaration, 12/27/18), at 1. The declaration’s

Exhibit A identified Owners’ property and dozens of other parcels in Springhill

Township. See William Lane 2 Declaration, Exhibit A.1

____________________________________________

1 Regarding pooling or “unitization,” the lease provides:

Lessor hereby grants to the Lessee the right at any time to

consolidate the leased premises or any part thereof or strata

(Footnote Continued Next Page)

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In late December 2018, EQT sent a copy of the declaration to Mr. Balint,

who then contacted EQT to inquire about it. See Owners’ Response in

Opposition to MSJ, 4/3/23, ¶ 12. On January 7, 2019, EQT’s landowner

relations department sent an email to Mr. Balint, stating the lease

is actually HOPS [(held by operations)] and just went to TIL

[(turned in line)2] in November of 2018. You should actually start

to see Royalty Payments in the next month or two. I do apologize

for the miscommunication earlier sent to you by another

CSR/Land Analyst. Because [EQT’s] Division Order department

was recently still working on the Unit and getting it set up, the

process hadn’t reached the leasing department to update the

actual lease. So that is the information the leasing analyst was

going by when [the analyst] said [the lease] was not extended. It

was actually extended in 2013[,] then went to Held by Operations

to now being Held by Production. Your lease is in the William Lane

Unit – Well Number 596148. That is why you received the Division

Order. I hope this helps clear up any confusion.

MSJ, Exhibit K (EQT Email, 1/7/19) (footnote added).

____________________________________________

therein with other lands to form an oil and gas development unit

… for the purpose of drilling a well thereon…. Any well drilled on

said development unit whether or not located on the leased

premises, shall nevertheless be deemed to be located upon the

leased premises within the meaning and for the provision and

covenants of this lease to the same effect as if all the lands

comprising said unit were described in and subject to this lease….

Lessee shall effect such consolidation by executing a declaration

of consolidation with the same formality as this oil and gas lease

setting forth the leases or portions thereof consolidated, the

royalty distribution and recording the same in the recorder’s office

… and by mailing a copy thereof to the Lessor…. Lessee shall have

the right to amend, alter or correct any such consolidation at any

time in the same manner as herein provided.

Lease, 7/23/08, ¶ 10.

2 “‘Turned in line’ refers to the point when sales from a well begin.” EQT’s

Brief at 13 n.3.

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In January 2019, EQT began sending Owners royalty checks for natural

gas produced in the William Lane 2 Unit. See Mr. Balint Deposition Transcript,

3/28/22, at 84. Owners refused to cash the checks. See id.; see also MSJ,

Exhibit I (Stephanie Grandel Deposition Transcript, 6/1/22), at 66.

On July 5, 2019, Appellants initiated the instant civil action against EQT.

In their second amended complaint, Appellants alleged the lease “expired on

or about July 23, 2018[,] because it was neither extended, nor was a well ever

drilled, and no operations were commenced, during the primary or extended

[primary] terms of the” lease. Second Amended Complaint, 9/9/20, ¶ 55.

Appellants asserted six causes of action: (1) quiet title, on the grounds that

EQT’s lease expired and LOLA’s subsequent lease is the only enforceable lease

on the property; (2) slander of title, arising from EQT’s allegedly false claim

that its lease remains in effect; (3) ejectment, (4) trespass, and (5)

conversion, each arising from EQT’s extraction of natural gas from the

property after its lease allegedly expired; and (6) tortious interference with

contractual relations between Owners and LOLA. See id., ¶¶ 54-118.

Appellants sought relief including, inter alia, compensatory and punitive

damages, see id. ¶¶ 70, 79, 96, 106, 117-18; an order barring EQT from

asserting any leasehold interest in the property and declaring LOLA’s lease the

only enforceable lease, see id. ¶ 62; an order directing EQT to remove its

equipment from the property and shut down any wells “that enter upon or are

planned to enter upon” the property, id. ¶ 79; and an order requiring EQT to

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disgorge “unlawfully obtained gains” and enjoining it from “conducting any

further oil and gas production that would hinder, interfere with, compromise,

damage or harm any existing oil and gas underlying” the property, id. ¶ 96.

EQT filed an answer and new matter, averring it extended the lease

through its drilling activities initiated before the primary term expired. See

Answer and New Matter to Second Amended Complaint, 9/28/20, ¶ 18. EQT

admitted its landowner relations department initially told Mr. Balint the lease

had expired, but averred those statements were mistaken and made without

authority. Id., ¶ 28. EQT averred its January 7, 2019, email corrected the

mistaken statements. Id. EQT further maintained that, because its lease

remained in effect, LOLA’s lease was invalid. Id., ¶ 26 (citing Lease, 7/23/08,

¶ 19).

On February 16, 2023, after the parties completed discovery, EQT

moved for summary judgment. EQT argued all six of Appellants’ claims relied

on the allegation that the lease expired at the end of the primary term. See

MSJ, ¶ 14. EQT asserted

[t]he undisputed record evidence shows EQT drilled an oil and gas

well under the property before the expiration of the primary term

of EQT’s lease[,] which was sufficient to continue EQT’s lease

under its express terms and applicable law. [EQT’s] later

miscommunication stating that EQT’s lease had not been extended

or held by operations does not alter the validity of EQT’s lease[,]

as [the miscommunication] was plainly errant based on facts

already known to [Appellants] and of public record.

Id., ¶¶ 15-16 (paragraph breaks and numbers omitted; some capitalization

modified).

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In support of its motion, EQT attached documents reflecting its drilling

activities. See generally id., Exhibits A-Q. In October 2017 and March 2018,

EQT applied for well permits covering Owners’ property and other parcels later

included in the William Lane 2 Unit; the Pennsylvania Department of

Environmental Protection (DEP) issued the permits. See id., Exhibit P

(October 11, 2017, well permit for William Lane 2H); Exhibit O (March 13,

2018, well permit for William Lane 4H). In December 2017 and March 2018,

EQT began work in preparation for drilling two wells, William Lane 2H and

William Lane 4H, including setting conductors. See id., Exhibit D (December

12, 2017-May 4, 2019, EQT Daily Drilling Reports for William Lane 2H); Exhibit

B (March 11, 2018, EQT Drilling Partner Report for William Lane 4H).

Horizontal drilling on the William Lane 4H well began on July 16, 2018, and

concluded on September 3, 2018. See id., Exhibit C (DEP Well Record for

William Lane 4H, indicating “Bottom Hole Drilling 7/16/2018-9/3/2018”).3

EQT also attached to its MSJ a map (the map) indicating it drilled the

William Lane 4H wellbore through Owners’ property on July 21, 2018—two

days before the lease’s primary term expired. Id., Exhibit E.

Owners and LOLA filed separate responses in opposition to EQT’s MSJ.

Appellants contended “the issue of whether EQT commenced operations in

search for oil or gas in good faith on [the property] prior to July 23, 2018[,]

____________________________________________

3 Drilling on the William Lane 2H well began on April 21, 2019, and concluded

on May 4, 2019. See MSJ, Exhibit D.

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is a question of fact for the jury.” Owners’ Response in Opposition to MSJ,

4/3/23, ¶ 15; LOLA’s Response in Opposition to MSJ, 4/3/23, ¶ 15. In support

of this contention, Appellants relied heavily on EQT’s statements to Mr. Balint

in July/August 2018, which EQT later claimed were mistaken.

Appellants argued the map was hearsay and did not satisfy the business

records exception of the hearsay rule. Appellants argued EQT needed oral

testimony to explain the map’s assertion that the William Lane 4H wellbore

penetrated the property on July 21, 2018. Appellants further argued that the

rule set forth in Nanty-Glo Borough v. Am. Surety. Co., 163 A. 523, 524

(Pa. 1932), would preclude summary judgment on the basis of any such oral

testimony. Appellants also argued that because EQT did not record the

William Lane 2 Declaration until December 2018, the unitization was not in

effect on July 23, 2018. Therefore, Appellants maintained, EQT’s activity on

other nearby parcels before July 23, 2018, did not constitute activity on

Owners’ property for the purpose of extending the lease. Finally, Appellant

argued that the doctrine of equitable estoppel barred EQT from repudiating its

July/August 2018 statements to Mr. Balint. Appellants maintained they

justifiably relied on EQT’s representations and suffered prejudice as a result.

On February 15, 2024, the trial court entered an order granting EQT’s

MSJ. In an accompanying memorandum opinion, the trial court stated:

EQT presented documentary evidence consisting of EQT Drilling

Partner Report [(Exhibit B)], William Lane 4H Well Record

[(Exhibit C)], EQT daily drilling report for William Lane 2H

Construction [(Exhibit D)], [the map (Exhibit E)], William Lane 2

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Declaration [(Exhibit F)], Royalty Spreadsheet [(Exhibit G)], [and]

Declaration regarding drilling reports [(Exhibit G-1)]…. These

documents support that on July 21, 2018, two days before the end

of the extended primary lease term, the well bore for [the] William

Lane 4H well was physically drilled into the property. [Appellants]

argue the map … [lacked supporting] record evidence showing

how it was created with EQT’s records[, and t]hat the map …

requires oral testimony explaining what it shows.

[Appellants] also argue that in late July 2018, [Mr.] Balint

spoke by telephone with a representative of EQT who informed

him that EQT had not commenced operations with respect to

drilling a well through the property[,] and that the term of the

lease was not extended by operat[ion]s. [Mr.] Balint asked for

written confirmation that a well was not drilled and that the lease

was not extended by operations. After receiving no response,

[Mr.] Balint again requested written confirmation. Finally, on

August 7, 2018, EQT emailed [Mr.] Balint[,] stating[:] “The

expiration date of the lease has passed without EQT extending or

holding this agreement. We decided not to extend or renew the

lease.” [EQT Email, 8/7/18.] EQT does not deny [it made] the

oral and written statement[s] … to [Mr.] Balint. But rather, [EQT]

argues it was mistaken when it did so. [Appellants] do not argue

that the lease was extinguished by [EQT’s] oral and written

statement[s. Rather, Appellants argue the statements] confirm

EQT did not intend to drill a well[,] and that the oral statement

was confirmed by the email that stated [EQT] did not drill a well.

Trial Court Opinion, 2/15/24, at 2.

The trial court conducted the following analysis:

The central issue between the parties is whether drilling

involving the leased premises took place before the

expiration date of the lease. As noted above, [EQT] has

presented [the] map showing drilling took place prior to the

expiration date of the lease. If the maps and accompanying

data are accurate, [EQT] should prevail. However,

[Appellants] argue the [Nanty-Glo] decision … impacts this

case.

“The Nanty-Glo rule prohibits summary judgment

where the moving party relies exclusively on oral testimony,

either through testimonial affidavits or deposition

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testimony, to establish the absence of a genuine issue of

material fact, except where the moving party supports the

motion by using admissions of the opposing party or the

opposing party’s own witness.” Lineberger v. Wyeth, 894

A.2d 141 (Pa. Super. 2006).

However, as noted, [EQT] relies on a substantial

number of documents to establish drilling took place before

the expiration of the lease. It would appear in this case

[EQT] relies on documentary evidence. Nanty-Glo is not

implicated when an affidavit is supported by documentary

evidence. Telwell, Inc. v. Grandbridge Real Estate

Capital, 143 A.3d 421 (Pa. Super. 2016).

[EQT] concedes its agents communicated to [Owners]

the lease was expired[;] however, [EQT’s] documents

establish [that EQT] drilled through the leased premises

before the lease termination, thereby renewing the lease.

[Appellants’] argument is that the documents supplied

in the case by [EQT] are hearsay. However, based on the

record as stated above, it does not appear that there are

any genuine issues of material fact at issue. By the plain

terms of the lease, [EQT’s] drilling activities would continue

the lease in effect. The [trial c]ourt therefore grants [EQT’s]

motion for summary judgment.

Id. at 3-4.

Owners and LOLA timely filed separate notices of appeal. This Court

granted Appellants’ application to consolidate the appeals. Appellants have

complied with Pa.R.A.P. 1925. In a statement in lieu of Rule 1925(a) opinion,

the trial court stated its intention to rely on its February 15, 2024, opinion.

Owners identify four questions for our review:

1. Did the trial court improperly give deference to [the] map EQT

created for purposes of litigation as the basis of its granting of

EQT’s Motion for Summary Judgment[,] when the map lacked

proper foundation and required oral testimony to explain the

map’s contents and creation?

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2. Did EQT’s statements to [Mr.] Balint that EQT did not drill a well

through the … property before the … lease expired, as well as

statements that EQT had no interest in extending or renewing the

lease[,] create a disputed issue of material fact concerning

whether EQT drilled into the … property before the … lease

expired?

3. Did EQT’s statements to Mr. Balint, and subsequent repudiation

of those statements by EQT as mistakes, create a disputed issue

of material fact that only a jury can decide?

4. Does the doctrine of estoppel prevent EQT from claiming the …

lease remains in effect?

Owners’ Brief at 2-3 (issues reordered; capitalization modified).

LOLA identifies four substantially similar questions:

1. Did the trial court commit reversible error and abuse its

discretion when it made an erroneous evidentiary and credibility

determination that the map justified summary judgment despite

the lack of a foundation, the lack of authentication, the map being

hearsay, and when only oral testimony could explain what the

map depicted?

2. Did the trial court commit reversible error and abuse its

discretion when it disregarded record evidence that contradicted

EQT’s basis for summary judgment[,] namely (a) EQT’s numerous

verbal statements to Mr. Balint that EQT did not drill a well or

conduct operations before the … lease expired on the … property,

(b) EQT’s written statement in the August 7, 2018 Email that EQT

did not drill a well or conduct operations on the … property and

that EQT would not extend or renew the … lease, and (c) the map

showing the William Lane 4H well being drilled in September of

2018[,] create disputed issues of material fact that EQT did not

drill a well or conduct operations on the … property before the …

lease expired[?]

3. Did the trial court commit reversible error and abuse its

discretion by making a credibility determination when it did not

reject EQT’s defense that its statements to Mr. Balint were a

mistake, thus creating a disputed issue of material fact that only

a jury can decide if there was a mistake or not?

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4. Did the doctrine of estoppel prevent the trial court from

entering summary judgment in EQT’s favor and [prevent EQT

from] claiming that the … lease remained in effect?

LOLA Brief at 4-5 (issues reordered; capitalization modified).

In reviewing a grant of summary judgment,

this Court’s standard of review is de novo and our scope of review

is plenary. Pyeritz v. Commonwealth of Pa., State Police

Dep’t, 32 A.3d 687, 692 (Pa. 2011). A trial court should grant

summary judgment only in cases where the record contains no

genuine issue of material fact and the moving party is entitled to

judgment as a matter of law. Summers v. Certainteed Corp.,

997 A.2d 1152, 1159 (Pa. 2010). The moving party has the

burden to demonstrate the absence of any issue of material fact,

and the trial court must evaluate all the facts and make reasonable

inferences in a light most favorable to the nonmoving party. Id.

The trial court is further required to resolve any doubts as to the

existence of a genuine issue of material fact against the moving

party and “may grant summary judgment only where the right to

such a judgment is clear and free from doubt.” Toy v. Metro.

Life Ins. Co., 928 A.2d 186, 195 (Pa. 2007). An appellate court

may reverse a grant of summary judgment only if the trial court

erred in its application of the law or abused its discretion.

Toth v. Chambersburg Hosp., 325 A.3d 870, 873-74 (Pa. Super. 2024)

(citations modified).

An oil and gas lease

is in the nature of a contract and is controlled by principles of

contract law. J.K. Willison v. Consol. Coal Co., 637 A.2d 979,

982 (Pa. 1994). It must be construed in accordance with the

terms of the agreement as manifestly expressed, and “[t]he

accepted and plain meaning of the language used, rather than the

silent intentions of the contracting parties, determines the

construction to be given the agreement.” Id. (citations omitted).

Further, a party seeking to terminate a lease bears the burden of

proof. See Jefferson County Gas Co. v. United Natural Gas

Co., 93 A. 340, 341 (Pa. 1915).

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T.W. Phillips Gas & Oil Co. v. Jedlicka, 42 A.3d 261, 267 (Pa. 2012)

(citations modified).

The interpretation of any contract is a question of law and

this Court’s scope of review is plenary. Moreover, we need not

defer to the conclusions of the trial court and are free to draw our

own inferences. In interpreting a contract, the ultimate goal is to

ascertain and give effect to the intent of the parties as reasonably

manifested by the language of their written agreement. When

construing agreements involving clear and unambiguous terms,

this Court need only examine the writing itself to give effect to the

parties’ understanding. This Court must construe the contract

only as written and may not modify the plain meaning under the

guise of interpretation. Further, it is fundamental that one part of

a contract cannot be so interpreted as to annul another part, and

that writings which comprise an agreement must be interpreted

as a whole.

Seneca Resources Corp. v. S & T Bank, 122 A.3d 374, 380 (Pa. Super.

2015) (citations, quotation marks, and brackets omitted).

Initially, we address Appellants’ compliance with Pa.R.A.P. 2119(a).

Rule 2119(a) provides that

[t]he argument [section of an appellant’s brief] shall be divided

into as many parts as there are questions to be argued; and shall

have at the head of each part—in distinctive type or in type

distinctively displayed—the particular point treated therein….

Pa.R.A.P. 2119(a). “Appellate arguments which fail to adhere to these rules

may be considered waived[.]” Lackner v. Glosser, 892 A.2d 21, 29 (Pa.

Super. 2006) (citation omitted). Here, Appellants’ respective briefs each

identify four questions, but divide their argument into only three parts. See

Owners’ Brief at 2-3, 10-27; LOLA’s Brief at 4-5, 14-34. Of those three parts,

only the part corresponding to the first issue clearly identifies which issue is

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treated therein. See Owners’ Brief at 21-27; LOLA’s Brief at 26-34. For the

other two parts, it is unclear which aspects of Appellants’ argument

correspond to the second, third, or fourth issues. See Owners’ Brief at 10-

21; LOLA’s Brief at 14-26. In Appellants’ analysis of EQT’s allegedly mistaken

statements, the second and third issues appear amalgamated. See Owners’

Brief at 13-21; LOLA’s Brief at 18-26. Appellants’ arguments regarding EQT’s

unitization of Owner’s property with other parcels seem to fall under their

second issue, but their briefs do not make this clear. See Owners’ Brief at

12-13; LOLA’s Brief at 15-17. However, rather than deem Appellants’ issues

waived for their failure to comply with Rule 2119(a), we interpret Appellants’

second issue as addressing the unitization question and their third issue as

addressing EQT’s allegedly mistaken statements.

We consider Appellants’ first two issues together. In their first issue,

Appellants argue the trial court improperly relied on the map. See Owners’

Brief at 21-27; LOLA’s Brief at 26-34; see also Owners’ Reply Brief at 7-16;

LOLA’s Reply Brief at 11-22. Appellants argue the map was inadmissible

hearsay and did not satisfy the business records exception to the hearsay

rule.4 Rather, Appellants assert, EQT “created [the map] solely for this

____________________________________________

4 “[A] motion for summary judgment cannot be supported or defeated by

statements that contain inadmissible hearsay evidence.” Bezjak v.

Diamond, 135 A.3d 623, 631 (Pa. Super. 2016) (citation and quotation marks

omitted). The business records exception provides that

(Footnote Continued Next Page)

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litigation” and failed to explain “how [the map] was developed, what

documents [comprise] the source material, and how from that source material

the map can depict what it purports to depict.” Owners’ Brief at 23; LOLA

Brief at 28. Appellants further assert the testimony needed to explain the

____________________________________________

[t]he following are not excluded by the rule against hearsay,

regardless of whether the declarant is available as a witness:

***

(6) Records of a Regularly Conducted Activity. A record

(which includes a memorandum, report, or data compilation in any

form) of an act, event or condition if:

(A) the record was made at or near the time by—or from

information transmitted by—someone with knowledge;

(B) the record was kept in the course of a regularly conducted

activity of a “business”, which term includes business, institution,

association, profession, occupation, and calling of every kind,

whether or not conducted for profit;

(C) making the record was a regular practice of that activity;

(D) all these conditions are shown by the testimony of the

custodian or another qualified witness, or by a certification that

complies with Rule 902(11) or (12) or with a statute permitting

certification; and

(E) the opponent does not show that the source of information or

other circumstances indicate a lack of trustworthiness.

Pa.R.E. 803(6). EQT attached to its MSJ a signed declaration stating that

certain of its MSJ exhibits are “the type of document that EQT” creates “in the

regular practice of its business.” MSJ, Exhibit G-1 (Declaration of J.E.B. Bolen,

2/15/23), ¶¶ 4-5. However, the declaration described the map differently,

stating it “was created using information in EQT’s or its subsidiaries/affiliates’

database that is input by an EQT representative for all wells that EQT or its

subsidiaries/affiliates drill.” Id., ¶ 3.

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map would run afoul of the Nanty-Glo rule. Appellants maintain the map was

EQT’s only evidence that the William Lane 4H wellbore penetrated the property

on July 21, 2018. Without the map, Appellants argue, EQT failed to show it

actually drilled through the property before July 23, 2018.

EQT counters “the trial court rightly exercised its discretion to consider

the map….” EQT’s Brief at 49. EQT further asserts the map was just one of

many documents “indicating that EQT performed lease-extending activities

during the primary term.” Id. at 47. The trial court acknowledged Appellants’

assertion that the map was hearsay, but conducted no hearsay analysis. Trial

Court Opinion, 2/15/24, at 4. Nevertheless, the trial court relied on the map

as one of a “substantial number of documents … establish[ing] that drilling

took place before the expiration of the lease.” Id. at 3.

In their second issue, Appellants argue the trial court improperly relied

on evidence of EQT’s activities on nearby parcels. See Owners’ Brief at 12-

13; LOLA’s Brief at 15-17; see also Owners’ Reply Brief at 22-25; LOLA’s

Reply Brief at 31-35. Appellants assert that because EQT did not file the

William Lane 2 Declaration until December 27, 2018, the unitization was not

in effect until after the lease’s primary term expired on July 23, 2018.

Appellants further assert the lease’s terms do not authorize EQT’s attempt to

backdate the unitization. See William Lane 2 Declaration, 12/27/18

(purporting to declare the unitization “effective July 1, 2018”). Appellants

maintain the recording of the declaration brings the unitization into existence,

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and the declaration cannot be interpreted as simply memorializing a

unitization that existed prior to the recording. See Lease, 7/23/08, ¶ 10

(“Lessee shall effect such consolidation by executing a declaration of

consolidation … and recording the same in the recorder’s office….”).

Therefore, Appellants argue, EQT cannot benefit from the lease’s unitization

clause to demonstrate EQT engaged in activities before July 23, 2018, to

extend the lease’s primary term. See id. (providing that “[a]ny well drilled

on [the] development unit whether or not located on the leased premises,

shall nevertheless be deemed to be located upon the leased premises….”).

Appellants argue that EQT’s drilling on later-unitized parcels did not count as

drilling on Owners’ property for purposes of extending the lease.

EQT maintains the lease’s terms do not require the recording of the

declaration as “a condition precedent to all lease-extending activities on

unitized parcels counting toward extending the [l]ease.” EQT’s Brief at 61

n.14. The trial court did not address the unitization issue, and did not explicitly

rely on the unitization clause in granting EQT’s MSJ. See generally Trial

Court Opinion, 2/15/24.

Taken together, Appellants’ first two issues assert that, without the

benefit of the map or the unitization clause, EQT failed to show that it engaged

in sufficient activities before July 23, 2018, to extend the lease. We decline

to reach Appellants’ first two issues, however, because we conclude neither

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the map nor the unitization clause are necessary to support a determination

that EQT engaged in activities sufficient to extend the lease.

We observe that nothing in the lease explicitly requires EQT to actually

drill a wellbore into Owners’ property before July 23, 2018, to extend the

lease. Rather, paragraph 2 of the lease provides that it “shall continue”

beyond the primary term so long as “the premises shall be operated

by the Lessee in the search for oil or gas….” Lease, 7/23/08, ¶ 2

(emphasis added). The lease contains no definitions elucidating the meaning

of “operated by the Lessee in the search for oil or gas,” and Appellants do not

address this language’s precise meaning. Appellants simply assume that

“operat[ion]” requires a wellbore to be physically drilled into the property.

Our review of the lease discloses no support for this assumption.

We observe that paragraph 3 of the lease provides:

This lease, however, shall become null and void and all rights of

either party hereunder shall cease and terminate unless, within

twelve months from the date hereof, a well shall be commenced

on the premises, or unless the Lessee shall thereafter pay a delay

rental of $15.00 Dollars each year, payments to be made annually

until the commencement of a well. A well shall be deemed

commenced when preparations for drilling have been

commenced.

Id., ¶ 3 (emphasis added). Paragraph 2 must be read in light of paragraph

3. See Seneca Resources Corp., 122 A.3d at 380; see also LJL Transp.,

Inc. v. Pilot Air Freight Corp., 962 A.2d 639, 647 (Pa. 2009) (“in

determining the intent of the contracting parties, all provisions in the

agreement will be construed together and each will be given effect.”).

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Read together, paragraphs 2 and 3 indicate that, at the very least, EQT

is “operat[ing the premises] … in search of oil or gas” if it has “commenced [a

well] on the premises.” Lease, 7/23/08, ¶¶ 2-3.5 Because paragraph 3

provides that a well is “deemed commenced when preparations for drilling

have been commenced,” id., ¶ 3, EQT need only commence preparations for

drilling a well on the property to extend the lease beyond the primary term.

Appellants do not dispute that EQT drilled the William Lane 4H well on

Owners’ property. Rather, they dispute whether the wellbore penetrated the

property before July 23, 2018, and whether EQT’s drilling on later-unitized

parcels can be considered drilling on the property. In light of our

interpretation of the lease, however, neither of these points is dispositive.

Appellants fail to argue that EQT did not commence preparations for drilling

the William Lane 4H well before July 23, 2018.

EQT adduced documentary evidence demonstrating that it commenced

preparations for drilling the William Lane 4H well at least as early as March

2018, when it obtained the drilling permit and began setting conductors. See

Exhibit O (March 13, 2018, William Lane 4H well permit); Exhibit B (March 11,

2018, EQT Drilling Partner Report for William Lane 4H, including “Operations

Summary” detailing the setting of conductors); see also Exhibit C (DEP Well

____________________________________________

5 Construing the lease otherwise would allow an absurd result wherein EQT

has “commenced [a well] on the premises,” but is nevertheless not “operat[ing

the premises] … in search of oil or gas.” Lease, 7/23/08, ¶¶ 2-3.

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Record for William Lane 4H, indicating “Bottom Hole Drilling 7/16/2018-

9/3/2018”). This documentary evidence makes clear that EQT engaged in

activities sufficient to extend the lease before its primary term expired on July

23, 2018. In reaching this conclusion, we do not consider the map or give

EQT the benefit of the lease’s unitization clause. Appellants’ first two issues

merit no relief.

In their third issue, Appellants argue that EQT’s July/August 2018

statements to Mr. Balint that it had not engaged in activities to extend the

lease (the statements) created a genuine issue of material fact as to whether

EQT engaged in activities to extend the lease. See Owners’ Brief at 12-14,

19-21; LOLA’s Brief at 15-19, 24-26; see also Owners’ Reply Brief at 16-18;

LOLA’s Reply Brief, 23-26. Appellants maintain the statements conflict with

EQT’s documents, particularly the map. Appellants assert the trial court

improperly weighed evidence against the nonmoving parties when it

disregarded the statements and credited EQT’s documents.

EQT argues it produced documentary evidence proving the statements

were mistaken. EQT’s Brief at 40-43. Because its documents prove EQT

engaged in lease-extending activities before the primary term’s expiration

date, EQT argues, the statements do not create a genuine issue of material

fact. Id. The trial court agreed, stating EQT “concedes its agents

communicated to [Owners] the lease was expired[;] however, [EQT’s]

documents establish [that EQT] drilled through the [property] before the lease

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termination, thereby extending the lease.” Trial Court Opinion, 2/15/24, at

4.

Initially, we note Appellants’ contention that the statements create a

genuine issue of material fact rests heavily on Appellants’ inaccurate

assumption that EQT’s wellbore had to physically penetrate the property in

order to extend the lease. Essentially, Appellants argue EQT’s documents are

inconclusive as to whether the wellbore penetrated the property before or

after July 23, 2018, and the statements tend to show the penetration must

have occurred after. However, as set forth above, the date EQT’s wellbore

penetrated the property is not dispositive. Even assuming the statements

created an evidentiary conflict as to that date, they nevertheless do not create

a genuine issue of material fact, as the fact is immaterial. When considering

whether the statements were mistaken, we keep in mind that extension of the

lease required only that EQT commence preparations for drilling a well. See

Lease, 7/23/08, ¶¶ 2-3.

Our review discloses that an unidentified female representative of EQT

(the representative) spoke with Mr. Balint in late July 2018, before the primary

term’s July 23, 2018, expiration date. See Mr. Balint Deposition Transcript,

3/28/22, at 47. The representative told Mr. Balint she “was looking inside

[EQT’s] land agent software, and that there were certain fields that there

wasn’t any data in.” Id. The representative stated, “if there wasn’t any data

in those fields, then your lease—there wasn’t any activity to hold it.” Id. Mr.

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Balint asked the representative “for a writing” confirming her verbal

statements. Id. On August 7, 2018, EQT’s landowner relations department

emailed Mr. Balint, stating: “The expiration date of the lease has passed

without EQT extending or holding this agreement. We have decided not to

extend or renew this lease.” EQT Email, 8/7/18.

On January 7, 2019, EQT’s landowner relations department sent another

email to Mr. Balint, in which it “apologize[d] for the miscommunication earlier

sent to [Mr. Balint] by another CSR/Land Analyst.” EQT Email, 1/7/19. EQT

explained that “[b]ecause [its] Division Order department was recently still

working on the Unit and getting it set up, the process hadn’t reached the

leasing department to update the actual lease. So that is the information the

leasing analyst was going by when it said [the lease] was not extended.” Id.

Appellants argue the trial court improperly made a “credibility

determination” against the statements. Owners’ Brief at 10; LOLA’s Brief at

5. However, the trial court did not have to make a credibility determination

in order to determine the statements were mistaken. The representative did

not claim to have personal knowledge regarding whether EQT had engaged in

activities to extend the lease. Rather, the representative explained she based

her statements on the absence of data in certain fields within EQT’s land agent

software. In its January 7, 2019, email, EQT asserted that data had not been

up-to-date, and the statements to Mr. Balint had been based on stale

information.

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Though we “evaluate all the facts and make reasonable inferences in a

light most favorable to the nonmoving party,” Toth, 325 A.3d at 873, we are

nevertheless compelled to conclude the statements were indeed mistaken.

EQT produced copious documentation showing substantial preparations to drill

two wells were underway at the time EQT made the statements. As set forth

above, these activities satisfied the lease’s requirements for an extension

beyond the primary term. In light of this documentation, the statements can

only be understood as having been based on stale information. Appellants

adduced no evidence showing the statements were accurate, while EQT

adduced compelling evidence showing they were inaccurate.

We agree with the trial court that the statements do not create a genuine

issue of material fact as to whether EQT engaged in activities sufficient to

extend the lease before July 23, 2018. Accordingly, Appellants’ third issue

merits no relief.

In their fourth issue, Appellants argue the doctrine of equitable estoppel

bars EQT from disclaiming its mistaken statements, as Appellants contend

they justifiably relied on the statements. Owners’ Brief at 13-19; LOLA’s Brief

at 18-24. Appellants argue the statements induced Owners to enter into their

lease with LOLA, and caused Mr. Balint “stress and reputational harm.”

Owners’ Reply Brief at 21; LOLA’s Reply Brief at 31.

EQT argues Appellants failed to show they justifiably relied on the

statements, and did not identify “any injury resulting from their purported

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reliance.” EQT’s Brief at 38; see also id. at 32-40. In granting EQT’s MSJ,

the trial court did not address Appellants’ equitable estoppel argument. See

generally, Trial Court Opinion, 2/15/24.

Our Supreme Court has stated:

Equitable estoppel is a doctrine that prevents one from doing an

act differently than the manner in which another was induced by

word or deed to expect. A doctrine sounding in equity, equitable

estoppel recognizes that an informal promise implied by one’s

words, deeds or representations which leads another to rely

justifiably thereon to his own injury or detriment may be enforced

in equity.

Kreutzer v. Monterey County Herald Co., 747 A.2d 358, 361 (Pa. 2000)

(citation omitted).

Whether equitable estoppel exists in a given case is a

question of law for the court to decide. When reviewing

questions of law, the trial court’s conclusions of law are not

binding on this [C]ourt, whose duty is to determine whether there

was a proper application of the law to the facts by the trial court.

Stonehedge Square Ltd. P’ship v. Movie Merchants, Inc., 685 A.2d 1019,

1023-24 (Pa. Super. 1996) (citations omitted; emphasis added); see also

Nesbitt v. Erie Coach Co., 204 A.2d 473, 476 (Pa. 1964) (“Whether an

estoppel results from established facts is a question for the determination of

the court…. It is for the jury to say whether alleged remarks were made, but

it is for the court to decide whether they are susceptible of the inferences

attributed to them.” (citations and quotation marks omitted)).

Equitable estoppel may be applied

where the party asserting estoppel established by clear, precise

and unequivocal evidence (1) that the party against whom the

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doctrine is sought to be asserted intentionally or negligently

misrepresented a material fact, knowing or with reason to know

that the other party would justifiably rely on the

misrepresentation, (2) that the other party acted to his or her

detriment by justifiably relying on the misrepresentation, and (3)

that there was no duty of inquiry on the party seeking to assert

estoppel. The doctrine is one of “fundamental fairness” and its

application will depend on the facts in each case.

Stonehedge, 685 A.2d at 1024 (citations omitted).

Our review discloses Appellants failed to establish the first element of

equitable estoppel. Importantly, the record reflects that Owners executed

their lease with LOLA on August 2, 2018—five days before EQT’s August 7,

2018, email to Mr. Balint. Therefore, Appellants could not have relied on the

email, and their equitable estoppel claims must rest solely on the verbal

statements EQT made to Mr. Balint in July, before the primary term’s

expiration date.

Owners’ claim fails because (1) Owners cannot justifiably rely on the

statements EQT made before the primary term’s expiration date as

unequivocally establishing that the expiration date had passed without EQT

extending the lease;6 and (2) Mr. Balint’s request for written confirmation of

____________________________________________

6 EQT has asserted, and Appellants dispute, that EQT drilled the William Lane

4H wellbore through the property on July 21, 2023. As set forth above, our

interpretation of the lease renders this factual dispute immaterial. However,

the parties’ focus on this dispute highlights the fact that EQT could extend the

lease through July 23, 2018. The verbal statements EQT made before that

date cannot be justifiably relied upon, as EQT still had additional time to

engage in lease-extending activities. We reiterate that the representative

(Footnote Continued Next Page)

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the verbal statements gave EQT reason to believe that Mr. Balint did not intend

to rely on the verbal statements alone. LOLA’s equitable estoppel claim fails

because EQT made no representations to LOLA, and EQT had no reason to

know LOLA would rely on its statements to Mr. Balint. 7 As Appellants failed

to establish the first element of equitable estoppel “by clear, precise and

unequivocal evidence,” Stonehedge, 685 A.2d at 1024, we do not reach the

other elements.

Because we determine Appellants’ equitable estoppel claim lacks merit,

the trial court’s failure to address it does not constitute reversible error.

Appellants’ fourth issue merits no relief.

For the reasons set forth above, none of Appellants’ claims merit relief.

Our review confirms EQT demonstrated that there were no issues of material

fact, and it was entitled to judgment as a matter of law. See Toth, 325 A.3d

at 873. We therefore affirm the trial court’s order granting summary

judgment in EQT’s favor.

Order affirmed.

Judge King joins the memorandum.

P.J.E. Ford Elliott files a dissenting memorandum.

____________________________________________

spoke only to an absence of data within the land agent software, and did not

claim direct knowledge of EQT’s activities.

7 LOLA’s brief is unclear whether it asserts an equitable estoppel claim in its

own right or merely one derivative of Owners’ claim. See LOLA’s Brief at 18-

24.

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DATE: 06/03/2025

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