Cline

IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF OKLAHOMA

PERRY CLINE, on behalf of himself

and all others similarly situated,

Plaintiff,

v. Civil Action No. 6:17¢v313

SUNOCO, INC. (R&M), et al.,

Defendants.

OPINION

The saga continues. In 2017, a farmer named Perry Cline, who owns an oil well in

Oklahoma, sued Sunoco, Inc. (R&M), and Sunoco Partners Marketing & Terminals, L.P.

(collectively, “Sunoco”), in Oklahoma state court. Cline alleged that Sunoco had failed to pay him

interest on late payments for oil from his well as required under Oklahoma’s Production Revenue

Standards Act (“PRSA”). See Okla. Stat. tit. 52, §§ 570.1-.15. Recognizing this issue affected

more than just him, Cline sought to represent a class of oil well owners whom Sunoco had paid

late without paying the PRSA-mandated interest. Sunoco removed the case to this Court not long

after Cline filed it. In 2019, the Court held a four-day bench trial, and in 2020, the Court issued

an opinion detailing its findings of facts and conclusions of law, which held Sunoco liable for both

actual and punitive damages for failing to pay the class members interest due on late payments.

Sunoco has dragged this litigation out for nearly a decade to avoid paying well owners

what they are owed. Indeed, Sunoco’s “string of appeals”! and post-trial motions have lasted

nearly double the amount of time this Court took to resolve the central issues in the first instance.

In November 2025, however, the United States Court of Appeals for the Tenth Circuit largely

affirmed this Court, reversing only on the issues of punitive damages. See Cline, 159 F.4th 1171

' Cline v. Sunoco, Inc. (R&M), 159 F.4th 1171, 1179 (10th Cir. 2025).

(decision in No. 23-7090). Sunoco did not appeal that decision to the United States Supreme

Court. On February 23, 2026, the Court entered the amended judgment, awarding the class

$103,873,002.50 in actual damages. (See ECF No. 686.)

At long last, this case seemed at its end. But that glimmer of hope was short lived.

Defeated but not yet dead, Sunoco instead chose to appeal the amended judgment, which the Tenth

Circuit summarily affirmed in short order. See Cline v. Sunoco, Inc. (R&M), No. 26-7014 (10th

Cir. Mar. 30, 2026) (order granting Sunoco’s unopposed motion for summary affirmance). Sunoco

has taken this odd procedural path under the guise of trying to overcome the Court’s rulings at the

United States Supreme Court. In reality, Sunoco simply seems determined to avoid paying well

owners their damages by any avenue available to it.

Now, facing even more protracted litigation, the class understandably moves to enforce the

bond secured by the defendants before the previous appeal. For the reasons set forth below, the

Court will grant the class’s motion and enforce the security providers’ liability.

I. BACKGROUND?

After finding for the class, the Court entered a Judgment Order on August 17, 2020. (ECF

No. 308.) Numerous appeals by Sunoco followed. Relevant here, on October 19, 2023, the Court

entered a Rule 58 Judgment Order, awarding the class $103,873,002.50 in actual damages and

$75,000,000 in punitive damages. (ECF No. 646.) Sunoco appealed that judgment, and most of

the Court’s substantive rulings, on December 15, 2023. (ECF No. 662.) After much litigation (as

with all things in this case), the Court approved a $25 million supersedeas bond and parent

* This case has a long procedural history and has resulted in numerous decisions by both

this Court and the Tenth Circuit. Here, the Court will recite only those facts necessary to resolve

the instant motion.

guaranty pursuant to Federal Rule of Civil Procedure 62(b). (ECF Nos. 679, 680.) This stayed

the execution of the judgment and any enforcement proceedings pending Sunoco’s appeal.

The bond indicated that “Sunoco intends to timely notice an appeal of [the Court’s October

19, 2023, Judgment, (ECF No. 646),] on or before December 20, 2023, to the United States Court

of Appeals for the Tenth Circuit and desires to suspend enforcement of the Judgment pending

determination of the appeal.” (ECF No. 679-1, at 2 73.) It also included a promise by Sunoco

and the security provider

to pay Plaintiffs all damages, costs, and interest that may be awarded to

it following the appeal of this matter . . . if:

a. The Judgment so appealed from is affirmed;

b. The appeal is dismissed; or

c. Sunoco fails to pay promptly all sums awarded against it or

following the appeal in this action, including any costs that

the Court of Appeals may award if the Judgment is modified.

(Id. at 3.)

Further, the guaranty agreement gave a

Guaranty . . . in respect to the final, appealable judgment that the District Court

entered in the Litigation. See Dkt. No. 646. That final, appealable judgment is

referred to herein as the “Final Judgment.” Defendant appealed that Final Judgment

to the U.S. Court of Appeals for the Tenth Circuit, Case No. 23-7090, and will

potentially appeal to the Supreme Court of the United States (hereinafter, the

Appeal”).

(ECF No. 679-2, at 2.) The class, for its part,

agree[d] that, even though [Sunoco] will file a $25 million supersedeas bond, which

is less than the Final Judgment, Plaintiff, his counsel, and his agents will not seek

Execution on the Final Judgment in the Litigation during the pendency of the

Appeal (hereinafter, “Plaintiff's Agreement”).

The Guaranty Agreement further provided:

1. GUARANTY. Subject to the provisions hereof, Guarantor hereby

guarantees that, assuming there is no settlement of the Litigation, Defendant

or Guarantor will pay the full amount of any judgment affirmed by the Tenth

Circuit or U.S. Supreme Court related to the Appeal, as the case may be, to

the Judgment Fund by the later of: (1) seven days after the issuance of the

appellate mandate; or (2) seven days after the conclusion of a decision in

the Class’s favor by the U.S. Supreme Court (e.g., denial of a petition for

writ of certiorari, affirmance, etc., as appropriate) (hereinafter “Affirmed on

Appeal”). This Guaranty is a continuing guaranty and shall remain in full

force and effect until all amounts guaranteed pursuant to Section 1 hereof

have been paid.

(ECF No. 679-2, at 2-3.)

Sunoco appealed the Court’s October 19, 2023, judgment on December 15, 2023. (See

ECF No. 662 (Appeal No. 23-7090).) On November 17, 2025, the Tenth Circuit affirmed this

Court in all respects except for punitive damages. See Cline, 159 F.4th 1171 (decision resolving

Appeal No. 23-7090). Rather than appeal this decision, however, Sunoco waited until the Court

entered an Amended Rule 58 judgment, which modified the final judgment to remove the punitive

damages and awarded the class $103,873,002.50 in actual damages. (ECF No. 686.) At that point,

Sunoco appealed the amended judgment, (ECF No. 689), which prompted the class to file the

instant motion for an order to show cause and enforce the security providers’ liability pursuant to

Rule 65.1, (ECF No. 690). The Tenth Circuit docketed the appeal from the Amended Rule 58

judgment as Appeal No. 26-7014. See Cline v. Sunoco, No. 26-7014 (10th Cir. filed Feb. 26,

2026).

The Court held a conference call with the parties on March 16, 2026, while Appeal No. 26-

7014 remained pending. The Court directed the parties to brief whether it had jurisdiction to

resolve the motion in light of the pending appeal. Before the briefing concluded, however, the

Tenth Circuit summarily affirmed the amended judgment and transferred jurisdiction back to this

Court. (ECF Nos. 704, 705.) This resolves the Court’s jurisdictional question, and the instant

motion is now ripe for resolution.

II. DISCUSSION

A, Legal Standard

As a general matter, “execution on a judgment and proceedings to enforce it are stayed for

30 days after its entry, unless the court orders otherwise.” Fed. R. Civ. P. 62(a). “At any time

after judgment is entered,” however, “a party may obtain a stay by providing a bond or other

security. The stay takes effect when the court approves the bond or other security and remains in

effect for the time specified in the bond or other security.” Fed. R. Civ. P. 62(b). When giving a

security, the security provider “submits to the court’s jurisdiction and irrevocably appoints the

court clerk as its agent for receiving service of any papers that affect its liability on the security.”

Fed. R. Civ. P. 65.1; see E.D. Okla. Loc. Civ. R. 62.2(e). A court can enforce the security

provider’s liability on a party’s motion. Fed. R. Civ. P. 65.1.

Here, Texas law governs the interpretation of the bond.? (ECF No. 679-2, at 5 J 8(a).)

When a contract’s meaning is disputed, [a court’s] primary objective is to ascertain

and give effect to the parties’ intent as expressed in the instrument. Objective

manifestations of intent control, not “what one side or the other alleges they

intended to say but did not.” [Courts] therefore “presume parties intend what the

3 The Tenth Circuit has previously interpreted a supersedeas bond like a contract. See

Morrison Knudsen Corp. v. Ground Improvement Techs., Inc, 532 F.3d 1063, 1069 (10th Cir.

2008). Sunoco relies on Morrison Knudsen for the proposition that the bond remains in effect for

the duration of its current appeal because “[t]he Tenth Circuit affirmed that the class is owed some

amount of damages and, given its reversal of punitive damages, remanded for recalculation of the

final amount.” (ECF No. 706, at 3.) The Court will not spill ink on a point-by-point comparison of

Morrison Knudsen, the cases on which it relies, and the facts of this case to explain why Sunoco’s

position is wrong. Rather, the Court simply notes that Morrison Knudsen does not aid the Court’s

analysis because it involves distinctly different bond language, legal questions, and procedural

postures.

Furthermore, Sunoco’s argument mischaracterizes the Tenth Circuit’s November 17, 2025,

decision in this case. The Tenth Circuit vacated the punitive damages award and directed this

Court to amend the judgment, not to recalculate anything. Indeed, the dissent specifically

explained that, “unlike the majority, | would vacate the district court’s nearly $104 million interest

award... and remand for recalculation.” Cline, 159 F.4th at 1205 (emphasis added).

words of their contract say” and interpret contract language according to its “plain,

ordinary, and generally accepted meaning” unless the instrument directs otherwise.

URI, Inc. v. Kleberg Cnty., 543 S.W.3d 755, 763-64 (Tex. 2018) (footnotes and citations omitted).

Further, courts must “consider the entire writing to harmonize and effectuate all provisions such

that none are rendered meaningless.” FPL Energy, LLC v. TXU Portfolio Mgmt. Co., 426 S.W.3d

59, 63 (Tex. 2014). Courts should not “import terms from other provisions to compensate from

the absence of the [a] term” in a different provision. /d. at 68.

B. Discussion

The crux of this dispute is whether the appeal has concluded for the purpose of the bond.

If it has, Cline can seek to enforce the judgment against the security provider at this time.

Essentially, the class contends that the bond and guaranty only encompass Appeal No. 23-

7090 and an appeal to the Supreme Court of that specific appeal number. Because Sunoco did not

file a petition for writ of certiorari of the Tenth Circuit’s November 17, 2025, decision, Cline

contends that Sunoco had until February 25, 2026—seven days after Sunoco’s time to file the

petition expired—to pay the judgment based on the payment schedule set out in the “Guaranty”

provision. It did not do so, meaning Sunoco has defaulted, and the security provider now owes

the class payment.

Sunoco frames this as a premature request for the surety to pay the judgment amount.‘

First, it contends that the payment obligation only triggers when the judgment has been affirmed,

and the Tenth Circuit only partially affirmed this Court in its November 17, 2025, decision. In

Sunoco’s view, the payment obligation does not trigger until the appeal of the amended judgment

(Appeal No. 26-7014) is complete and that judgment is considered final. Second, Sunoco

4 (See ECF No 706, at 2 (“Plaintiff's argument reduces to this: that the bond and parent

guaranty provided here allow for execution mid-appeal.”).)

emphasizes that the guaranty requires the “Defendant or Guarantor [to] pay the full amount of any

judgment affirmed by the Tenth Circuit or U.S. Supreme Court related to the Appeal, as the case

may be.” (ECF No. 679-2, at 2 (emphasis added); see ECF No. 706, at 4.) It posits, therefore, that

the appeal of the amended judgment qualifies as ‘any judgment” and “relate[s] to the Appeal.”

(ECF No. 706, at 4.) Third, it contends that the Court’s Order granting the stay contained broad

language that applied the stay to any appeal.

The class has the better argument. Reading all parts of these documents together, the bond

only remained in effect for the duration of Appeal No. 23-7090 and any petition for writ of

certiorari from that specific appeal.

First, the Undertaking and Supersedeas Bond Recitals (the “Recitals”) specifically refer to

“the appeal” as the one filed on or before December 20, 2023 (i.e., Appeal No. 23-7090). They do

not refer to any other future appeals to the Tenth Circuit.

Second, the Promise to Pay in the bond contemplates the possibility that the Tenth Circuit

might affirm a different amount than what the Court entered in its final judgment, indicating that

it extended to partial affirmances in Appeal No. 23-7090, rather than only full affirmances.°

Third, the plain language of the guaranty only applies to an appeal from the “Final

Judgment,” which the parties identified as ECF No. 646. (See ECF No 679-2, at 2.) Further, the

guaranty specifically applies to Sunoco’s appeal from the “Final Judgment”-—identified as “No.

23-7090”—and any potential Supreme Court appeal from the decision in that case. (/d.) The

> (See ECF No. 679-1, at 3 (“Sunoco and Liberty Mutual Insurance Company .. .

undertake[] and promise[] to pay to Plaintiffs all damages, costs, and interest that may be awarded

to it following the appeal of this matter .. . if... Sunoco fails to pay promptly all sums awarded

against it in or following the appeal in this action, including any costs that the Court of Appeals

may award if the Judgment is modified.” (emphasis added).)

parties could have included language that the guaranty would also cover any appeal from a

modified Final Judgment (entered as a separate docket number) or any future appeal at the Tenth

Circuit, but they did not. The Court must give effect to what the parties stated in the guaranty

itself, not to what Sunoco may have intended it to imply. See URL, Inc., 543 S.W.3d at 763-64.

Fourth, Sunoco misplaces its reliance on the “related to the Appeal” language in the

“Guaranty” paragraph. Zooming out from that provision, the class agreed not to seek “Execution

on the Final Judgment . . . during the pendency of the Appeal.” (ECF No. 679-2, at 2.) Like in

the Recitals, the guaranty agreement does not contain any language suggesting that “the Appeal”

applies to later-filed appeals. (/d.) And, again, every other provision of the bond refers to a

specific, singular appeal to the Tenth Circuit and potential Supreme Court appeal from a decision

in that appeal number. Put another way, reading “related to” to mean that the bond and guaranty

applies to an unidentified future appeal does not align with the clearly expressed intent of the

parties in every other part of their agreement. See URJ, 543 S.W.3d at 763-64; FPL Energy, 426

S.W.3d at 63. Rather, the guaranty section establishes that Sunoco or the security provider will

pay the full amount of any affirmed judgment—whether partially or fully affirmed—in Appeal

No. 23-7090 and any petition for writ of certiorari from that appeal number. It does not mean that

Sunoco can continue to file subsequent appeals not identified in the contract to delay paying the

class.

6 And neither party disputes that, had Sunoco simply appealed the Tenth Circuit’s decision

by the February 17, 2026 deadline, the stay would remain in effect.

Fifth, the Court’s Order approving the bond clearly incorporated the terms of the bond and

guaranty agreement attached to Sunoco’s motion for bond approval. (See ECF No. 680, at 1.)

Nothing in the Court’s Order overrides the express terms of the bond and guaranty.’

In sum, based on the plain language of the agreements, Sunoco’s payment obligations

triggered seven days after its deadline to appeal the Tenth Circuit’s November 17, 2025, decision

passed. Because Sunoco did not pay, the Court will enforce the security provider’s liability.

C. Additional Remedies

Lawyers can always think of some way to stretch things out. They can file some new

motion, or different appeal, or request for extraordinary relief, all in the effort to prevent the day

of judgment. In most cases, good conscience eventually speaks to counsel with the advice that the

case is lost, and justice requires the client to pay whatever price is due. But this is not one of those

cases, and good conscience has not spoken to Sunoco or its counsel.

The class has requested the Court to award sanctions in this case, without much discussion

of the Court’s authority to do so. If the class seeks sanctions against Sunoco or its attorneys, the

class may file a motion addressed to that issue.

In addition, the Court will consider whether to assess liability under 28 U.S.C. § 1927 for

the excess costs, expenses, and attorneys’ fees caused by the defense counsel’s unconscionable

conduct in this case. Within fourteen days of this Order, the class shall submit a brief and any

supporting documentation addressing liability under § 1927. Within fourteen days thereafter,

7 Sunoco also makes much of the fact that delaying payment does not prejudice the class.

Even if the Court agreed with Sunoco on that point (which it does not), that argument ignores how

contracts work. Sunoco cannot flout the contract’s express terms just because it believes that

further payment delays would not leave the class any worse off than it is today.

Sunoco may reply, showing cause why the Court should not assess liability under the statute.

Within 10 days thereafter, the class may respond.

Ill. CONCLUSION

For the foregoing reasons, the Court will grant the class’s motion to show cause and enforce

the security providers’ liability pursuant to Rule 65.1. (ECF No. 690.)

The Court will issue an appropriate Order.

Let the Clerk send a copy of this Order to all counsel of record.

Date: M 7 2026

Senior United States Digtri¢t Judge

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