Ultra Resources, Inc. v. Hartman

VOIGT, Chief Justice,

dissenting.

[¶ 171] I respectfully dissent on what I believe to be the two main issues: whether the NPI continues to exist and, if so, whether the plaintiffs have shown that they own it.

Continued Existence of the NPI

[¶ 172] The answer to the question of whether the unit NPI survived termination of the Pinedale Unit must be found within the Unit NPI Contract. Stated in its simplest terms, the district court's conclusion was that, although commitment of the Exhibit A leases to the Pinedale Unit was a condition precedent to the obligation to pay the unit NPI, the obligation to pay the NPI was not conditioned upon the continued existence of the Pinedale Unit. The district court further concluded that the unit NPI was lease-based, that it was akin to a royalty interest, and that it was a covenant running with the land. In large part, the district court found the support for these conclusions in the initial Assignment Agreement, where the parties agreed to enter into "similar net profit contract{s]" for both the unitized leases and the non-unitized leases. In addition, the district court pointed out numerous instances in the Unit NPI Contract where net profits were related to operations "on the leases" as opposed to "unit operations." In coming to a different conclusion, I will discuss those provisions in more detail hereinafter.

[¶ 1783] I do not disagree with the district court and the plaintiffs that we look to surrounding circumstances when interpreting even an unambiguous contract involving mineral interests. Caballo Coal Co. v. Fid. Exploration & Prod. Co., 2004 WY 6, ¶ 11 , 84 P.3d 311, 314-15 (Wyo.2004). Neither do I disagree that, in some cireumstances, contemporaneous transaction documents may be construed along with the contract at issue, as an integrated whole Cliff & Co. v. Anderson, 777 P.2d 595, 598-99 (Wyo.1989); Busch Dev., Inc. v. City of Cheyenne, 645 P.2d 65, 70-71 (Wyo.1982). Those rules of construction do not apply in the instant case, however, where the parties specifically provided that the Assignment Agreement was to have no effect after the leases had been assigned and the net profits contracts had been signed. In that regard, the Assignment Agreement was very much like an executory contract for sale which merges into the deed upon the latter's execution and delivery. See Wadi Petroleum, Inc. v. Ultra Res., Inc., 2003 WY 41, ¶ 15 , 65 P.3d 703, 710 (Wyo.2003); Markstein v. Countryside I, LLC, 2003 WY 122, 1831 , T7 P.3d 389, 898 (Wyo. 2003). We must find the parties' intent in the two NPI contracts and in the Pinedale Unit Agreement.

[¶ 174] The Area NPI Contract, which might seem to cast the least light on this controversy, actually helps to answer the primary question of whether the Unit NPI Contract was lease-based or unit-based. | In its first numbered paragraph, the Area NPI *941 Contract defined the term "Net Profits Interest" as follows:

Subject to the conditions hereinafter set forth, First Parties agree to pay to Novi a sum or sums representing 5% of the net profits (as hereinafter defined), herein referred to as "said net profits interest," resulting from operations for oil and gas by First Parties, or any of them, under those certain leases shown on Exhibit A attached hereto and made a part hereof, such leases being herein referred to as "said leases."

(Emphasis added.) Clearly, this net profit interest is to be calculated from lease-based operations. By contrast, the term "Net Profits Interest" was defined in the Unit NPI Contract as follows:

Subject to the conditions hereinafter set forth, First Parties agree to pay to Novi a sum or sums representing 5% of the net profits (as hereinafter defined), herein referred to as "said net profits interest," resulting from operations for oil and gas by First Parties, or any of them, under those certain leases committed to that certain Unit Agreement for the Development and Operation of the Pinedale Unit Area and shown on Exhibit A attached hereto and made a part hereof, such leases being herein referred to as "said leases."

(Emphasis added.) If the intent of the parties was to create a lease-based, rather than a unit-based, net profits interest in the Unit NPI Contract, there was no need for the additional language concerning leases committed to the Pinedale Unit.

[¶ 175] Similar distinctions between the two contracts can be seen by comparing the "Computation" sections. Net profits were to be computed under paragraph 2 of the Area NPI Contract as follows:

Net profits shall be computed on the basis of all operations applicable to said leases.

Net profits as used herein shall mean the gross revenue (not required for payment of the overriding royalties shown on Exhibit A and landowners' royalties) from operations allocable to said leases after deduction of all expenses of operations.

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(Emphasis added.) By contrast, onee again, net profits were to be computed under paragraph 2 of the Unit NPI Contract as follows:

Net profits shall be computed on the basis of all operations under the Pine-dale Unit applicable to said leases. In the event that leases other than said leases are committed to the Pinedale Unit, the manner of allocating production, revenue and expenses of unit operations shall be determined as provided in the Unit Agreement and such Unit Operating Agreement as First Parties and lessees of such other leases shall enter upon.

Net profits as used herein shall mean the gross revenue (not required for payment of the overriding royalties shown on Exhibit A and landowners' royalties) from unit operations allocable to said leases after deduction of all expenses of unit operations (unit operations being construed to include all operations of any of First Parties under said leases) except those charged to the working interest owners, if any, under the said unit other than First Parties.

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(Emphasis added.) The express language of the parties leaves no doubt that the unit NPI was unit-based, and not lease-based. By the very terms of the parties' agreement, the NPI cannot be determined without consideration of unit operations' revenue and unit operations' expenses. It would seem to go without saying that, without any such revenue and expenses, given the demise of the Pinedale Unit, the NPI no longer existed.

[¶ 176] The "Payment" paragraphs of the two contracts contain a similar distinction. Under the Area NPI Contract, "all accounting for the purpose of determining net profits hereunder shall be upon a consolidated basis involving all operations under said leases." (Emphasis added.) Under the Unit NPI Contract, however, "all accounting for the purpose of determining net profits hereunder shall be upon a consolidated basis involving all operations under said leases and the said Pinedale Unit." (Emphasis added.) Once again, the unit NPI, unlike the area NPI, is based in Pinedale Unit accounting, *942 and without the Pinedale Unit, there can be no such accounting.

[¶ 177] The logic of these provisions-that an NPI based upon unit operations would only exist for leases within the unit-is directly reflected within the "Surrender" paragraph of the Unit NPI Contract, wherein it is provided that the First Parties may, without Novi's consent or approval, surrender, assign or release any lease, and that such surrender, assignment, or release, "shall terminate the net profits interest herein provided for as to the leasehold interest which is so released and surrendered." In other words, the "departure" of a lease from the unit ends any unit-related operations on that lease, and therefore ends any unit-related NPI from that lease.

[¶ 178] This concept was carried through into the third major agreement among the parties-the Pinedale Unit Agreement. Novi signed the Pinedale Unit Agreement under the heading "Other Parties," presumably because Novi owned no leases or working interests that were being "committed" to the Pinedale Unit. Novi, it bears repeating, held only the NPI in most of the leases that had been committed to the unit. But the central question remains the same when looking at the Pinedale Unit Agreement as when looking at the Unit NPI Contract; that is, once the leases were committed to the Pinedale Unit, did the NPI become permanently "affixed" to those leases? In the sense that this question has been presented by the parties, the issue becomes whether the term "committed" describes an act that oceurs at an instant in time, or an act that has a temporal existence until such time as it might end. The district court opted for the former concept in holding that the act of commitment of a lease to the unit was simply a condition precedent to the parties' contract obligations. The defendants argue herein that, within the industry and within these documents, the term "committed" defines the latter concept because leases can become "uncommitted" to a unit.

[¶ 179] The Unit NPI Contract provided that the NPI would be calculated for those leases listed on Exhibit A and committed to the Pinedale Unit. When the Pinedale Unit Agreement is read in its entirety, it becomes clear that leases committed to it were committed in the temporal sense mentioned above:

1. Lands "committed" to the agreement were described as "unitized land" or "land subject to this agreement."

2. Lands automatically eliminated after a period for failure to be included in a participating area "shall no longer be a part of the unit area and shall no longer be subject to this agreement."

3. The covenants of the agreement were to "run[] with the land," but only "until this agreement terminates."

4. Surrender or forfeiture of a lease resulted in that lease no longer being "committed" to the unit unless and until the new owner of the interest "re-committed" it to the unit.

[¶ 180] The intent and effect of these provisions, and others similar to them, was that the benefits and burdens of the Pinedale Unit Agreement were based upon unit operations, and unit operations existed only so long as the unit existed. Inasmuch as these same unit operations were to form the basis for accounting in regard to the Unit NPI Contract, it is only reasonable to conclude that the same parties also intended that the NPI would only exist so long as there were unit operations from which to compute it. Leases did not remain committed to the unit once removed from it through surrender or automatic termination or contraction of the unit, and certainly upon termination of the unit. 1

[¶ 181] I agree with all of the parties and the district court that the Unit NPI Contract is unambiguous in this regard, and I agree with the defendants that its unambiguous intent was to create an NPI that was based upon operations under the Pinedale Unit, for so long as operations were conducted under *943 the Pinedale Unit, and for so long as a particular lease remained committed to the Pinedale Unit. The Pinedale Unit Agreement is similarly unambiguous, and shows similar intent. Unambiguous agreements do not, of course, require construction, so it is inappropriate to apply rules of construction such as the rule disfavoring construction resulting in a forfeiture, which rule was applied by the district court in its analysis. See City of Casper v. J.M. Carey & Bros., 601 P.2d 1010, 1014 (Wyo.1979).

Novi was not a party to the Supplemental Accounting Agreement entered into among the First Parties, so that agreement cannot be utilized to measure Novi's intent in entering into the Assignment Agreement or the NPI contracts. The district court, however, relying upon Mullinniz LLC v. HKB Royalty Trust, 2006 WY 14, ¶ 6 , 126 P.3d 909, 914-15 (Wyo.2006), looked to the Supplemental Accounting Agreement as a "surrounding cireumstance" that could help to show the intent of the parties in both NPI contracts. While I agree that "surrounding cireumstances" may be utilized to help determine the purpose and intent of even an unambiguous contract, they may not be utilized to create an ambiguity within the contract, or to contradict the plain meaning of contract language. Gainsco Ins. Co. v. Amoco Prod. Co., 2002 WY 122, ¶ 7 , 58 P.3d 1051, 1056 (Wyo.2002); Doctors' Co. v. Ins. Corp. of Am., 864 P.2d 1018, 1024 (Wyo.1993).

[¶ 183] This rationale also applies to the testimony of industry experts:

Amoco's endeavor to invoke the testimony of experts with respect to industry custom and practice in applying this language inverts our rule with respect to extrinsic evidence. Instead of relying upon the extrinsic evidence to resolve an ambiguity, Amoco seeks to invoke the extrinsic evidence to structure an ambiguity. This would amount to this Court writing a new contract for the parties, and we are foreclosed from that endeavor.

Double Eagle Petroleum & Mining Corp. v. Questar Exploration & Prod. Co., 2003 WY 139, ¶ 11 , 78 P.3d 679, 684 (Wyo.2003) (quoting Amoco Prod. Co. v. EM Nominee P'ship, 2 P.3d 534, 541 (Wyo.2000)). Partly because the summary judgment motion hearing was followed by a bench trial, the record in the instant case is replete with the testimony of oil and gas experts as to what the parties intended by their contracts. This testimony is not available, however, to change the clear intention of the Unit NPI Contract to tie net profits to Pinedale Unit operations. Summary judgment should not have been granted to the plaintiffs on the issue of the continued existence of the NPI.

Ownership of the NPI

[¶ 184] As noted in the majority opinion, the plaintiffs trace their ownership of the NPI through a series of mesne conveyances that must be reviewed in detail to understand the arguments of the parties. 'To begin with, Novi merged into Woodson Oil Company (Woodson) on January 20, 1958. Subsequently, Woodson defaulted on a loan owed to The Prudential Insurance Company of America (Prudential), and on November 8, 1961, Woodson conveyed to Prudential certain properties, in lieu of foreclosure. Included within the conveyed properties were the following:

(i) All of the oil and gas leases, oil, gas and mineral leases, leasehold estates, mineral interests, royalty interests, overriding royalty interests, production payments, net profit interests, and other interests in oil, gas and other minerals affecting lands located in the State of Colorado, Louisiana, Oklahoma and Wyoming that are described in Exhibits A and Exhibits B attached hereto and made a part hereof for all purposes, all of which are covered by and subject to the Deed of Trust;

(i) All other oil and gas leases, oil, gas and mineral leases, leasehold estates, mineral interests, royalty interests overriding royalty interests, production payments, net profit interests, and other interests in oil, gas and other minerals now owned by Woodson which are located in the State of Colorado, Louisiana, Oklahoma and Wyoming;

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(iv) All of the interest of Woodson under all contracts, operating agreements, unit agreements, gas contracts, rights of way, *944 easements, surface leases, and permits and licenses affecting any of the properties and interests in properties described in Exhibits A and Exhibits B attached hereto, including but not limited to all contracts and other instruments described or referred to in Exhibits A and Exhibits B attached thereto.

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EXHIBIT "A"

SUBLETTE COUNTY, WYOMING OIL AND GAS LEASES-PRODUCING

I. LEASEHOLD INTERESTS

A 5% net profits interest in the Pinedale Unit, created by the Pinedale Unit Agreement dated April 1, 1954, by and between El Paso Natural Gas Company, as Operator, and Continental Oil Company et al, as Non-Operators, which net profits interest is created by a certain Net Profits Contract dated April 1, 1954, by and between Malco Refineries, Inc., El Paso Natural Gas Company, Continental Oil Company, and Novi Oil Company, both the Pinedale Unit Agreement and the Net Profits Contract being filed in the Office of the Bureau of Land Management, Cheyenne, Wyoming; reference being hereby made to the Pinedale Unit Agreement, and to the ree-ord thereof in the Bureau of Land Management, Cheyenne, Wyoming, for all purposes, including a description of the leases subject thereto and the lands covered thereby, and reference being hereby made to said Net Profits Contract and to the record thereof in the Bureau of Land Management, Cheyenne, Wyoming, for all purposes.

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[¶ 185] Under the heading "Exhibit "B" Sublette County, Wyoming Oil and Gas Leases-Non-Producing," Exhibit B contained the description of that portion of the Lozier fee lease shown in Exhibit A to the Area NPI Contract, but not the description of Lease No. 019548 that also appears in that Exhibit A. Clearly, the conveyance from Woodson to Prudential intended to transfer Woodson's interest in the NPI connected to the Pinedale Unit and the leases committed to it in the original Exhibit A, plus Woodson's interest in the area NPI as it related to the non-unit portion of the Lozier lease shown in the original Exhibit A. The intent of the Wood-son-Prudential transfer in regard to the non-unit portion of Lease No. 019548 is not so clear, other than the fact that it was not included in any particularized description of what was being transferred.

[¶ 186] Immediately upon receiving the above-described properties from Woodson, Prudential transferred the same to Texas Pacific Coal and Oil Company (TP Coal), reserving unto itself a $2,000,000 production payment, which has since been satisfied, plus a 50% Net Profit Overriding Royalty Interest defined as "50% of the net profits, if any, as hereinafter defined, that are realized by Texas Pacific from the ownership, maintenance, and operation of the Woodson Properties...." The lease descriptions attached to this conveyance as Exhibits "A" and "B" are identical in relevant part to those attached as exhibits to the Woodson-Prudential conveyance. Were it not for the reservation, it would be clear that Prudential transferred to TP Coal everything it received from Wood-son. 'The question becomes what it was, as pertinent to the Pinedale NPI, that Prudential intended to reserve. It did not simply reserve 50% of the NPI. Instead, it reserved 50% of net profits realized from operation of all the Woodson properties. The problem is that the NPI is calculated from the operations of the Pinedale Unit on the committed leases, whereas the 50% is calculated from the net profits realized from operation of all the Woodson properties. An example may show the difficulty: what happens if the Pinedale Unit leases showed a profit for a particular period, while the Woodson properties as a whole showed a loss? It must be remembered that Prudential conveyed away the NPI, keeping only a 50% interest in the net profits of the Woodson properties. Would TP Coal, in that situation, be entitled to the 5% NPI from the Pinedale Unit leases' profit, while Prudential would be entitled to nothing, because the Woodson properties, as a whole, did not have a net profit?

*945 [¶ 187] On September 18, 1984, Prudential "assigned and conveyed" to Doyle Hartman, one of the plaintiffs herein, the 50% Net Profit Overriding Royalty Interest that it had reserved in its conveyance to TP Coal. The Hartman plaintiffs identify this transaction as the source of half of their ownership of the NPI. Prudential, however, did not own half of the NPI. TP Coal owned the NPI Prudential reserved, and therefore owned, only the 50% interest in any net profits from all the Woodson properties. I fail to see how the conveyance in 1984 transferred any part of the "ownership" of the NPI to Hartman.

[¶ 188] Meanwhile, on November 1, 1963, TP Coal conveyed to Joseph E. Seagram & Sons, Inc. (Seagram) all of the "mineral, royalty, overriding royalty, production payment, fee and other interests, rights and properties" listed in an attached exhibit, which listed properties included the Lozier fee lease NPI and the NPI for Wyoming state leases 015815, 015814, and 019548. The three numbered Wyoming state leases are three of the four Novi leases listed in the Unit NPI Contract, while the legal description for the Lozier fee lease combines the separate legal descriptions from the Unit NPI Contract and the Area NPI Contract. The conveyance from TP Coal to Seagram also transferred the following:

C. Without limiting the foregoing all of Grantor's right, title and interest (whether now owned or hereafter acquired by operation of law or otherwise) in, to and under all mineral, royalty, overriding royalty, production payment, fee and other interests, rights and properties of every kind and character insofar as the same cover or relate to lands located in any County, Parish or State referred to in Exhibit "A", even though such mineral, royalty, overriding royalty, production payment, fee and other interests, rights and properties be incorrectly described or referred to, or a description thereof be omitted in this Conveyance. ...

Notably absent from this conveyance is any specific indication of an intent to transfer TP Coal's interest in the balance of the Pinedale Unit leases and the NPI related thereto.

[¶ 189] On June 19, 1970, Seagram conveyed to Texas Pacific Oil Company, Inc. (TP Oil) its interests in the four Sublette County leases, specifically referencing the original Unit NPI Contract, and the Prudential-TP Coal conveyance. 2 On its face, the intent of this transaction was to convey to TP Oil the interests Seagram received from TP Coal. Ten years later, however, on August 29, 1980, Seagram made a second conveyance to TP Oil, this time conveying, inter alia,

all of Grantor's right, title, interest and estate of every nature and description, if any, in and to any additional oil, gas and/or mineral leases; and any other mineral interests held as of the Effective Date which were acquired by Grantor from Texas Pacific Coal and Oil Company ... or otherwise acquired in connection with Grantor's oil and gas operations ... covering lands located within the United States of America....

Apparently, there was a perceived need in 1980 to clear up the Seagram to TP Oil conveyance with a "catch-all" transfer. A "catch-all" or "cover-all" clause, sometimes called a "Mother Hubbard" clause, is, however, meant to extend the land description in an instrument to cover small contiguous parcels that may inadvertently have been omitted from a description. Courts have been reluctant to apply such clauses to incorporate into a transaction a quantum of land of considerable size in relation to that actually described. See 2 Kuntz, The Law of Oil and Gas § 22.8 (Lexis 1989); 1 Williams & Meyers, Oil and Gas Law § 221.3 (Lexis 2009).

[¶ 190] On August 29, 1980, TP Oil conveyed the following to Sun Oil Company (Delaware) (Sun):

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U. The oil, gas and other mineral interests, rights and properties which are specifically described in Schedule B attached hereto and made a part hereof for all purposes.... J

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*946 Z. Without limitation of the foregoing, all of TP's right, title, interest and estate of every nature and description, if any, in and to any additional oil, gas and/or mineral leases covering, and any other oil, gas and/or mineral interests (including surface estates from which such interests have not been severed) in, any land within the United States of America....

Schedule B specifically listed Lease 80084 0001, recorded at W-60564, named "TPO," dated October 1, 1977, and covering certain lands in Sublette County, Wyoming. A little over a year later, TP Oil and Sun entered into a Supplemental Conveyance and Agreement, made effective as of the date of the earlier conveyance, in which the intended conveyance was more specifically identified, including the NPI related to the three federal leases from the Unit NPI Contract, and the combined Lozier legal description from both NPI contracts. As with the earlier TP Coal-Seagram and Seagram-TP Oil transactions, there is no specific showing of an intent to convey any interest in the balance of the leases originally committed to the Pine-dale Unit.

[¶ 191] On January 2, 1986, Sun and the Hartman group entered into a Conveyance and Agreement whereby the former conveyed to the latter Sun's interests in the properties it obtained from TP Oil on August 29, 1980, including its interests in properties in Sublette County, Wyoming, specifically referencing the Pinedale Unit properties and the Lozier lease. It is the plaintiffs' position that this transaction completed its ownership of the NPI, half coming directly from Prudential, and half coming through the Wood-son-Prudential-TP? Coal-Seagram-TP Oil-Sun-Hartman route. The defendants contend, on the other hand, that neither series of transactions accomplished a conveyance of the Unit NPI

[¶ 192] The district court concluded that these conveyances unambiguously left the plaintiffs owning the NPI. In reaching that conclusion, the district court applied the following law:

Concerning the construction and interpretation of the conveyances referenced above, there are a number of applicable legal principles, The ultimate goal of interpretation of a deed is to discern the intent of the parties. Mullinnix, LLC v. HKB Royalty Trust, [ 2006 WY 14, ¶ 22 ,] 126 P.3d 909 ], 919] (Wyo.2006) and the nature and extent of a particular conveyance is determined by the intent of the parties. Kennedy Oil v. Lance Oil & Gas Company, Inc., [ 2006 WY 9, ¶ 29 ,] 126 P.3d 875 [, 884] (Wyo.2006). Therefore, to construe a deed, a Court must consider the intent of the parties from the plain, unambiguous language utilized. Bixler v. ORO[Oro] Management LLC, [ 2004 WY 29, ¶ 18 ,] 86 P.3d 343 [, 849] (Wyo.2004). The focus must be on the entire document including the title, all parts of the deed and its terms, and any habendum. Smith v. Nugget Exploration, Inc., 857 P.2d [820,] 823[-24] (Wyo.1993). If the intent of the parties can be gathered in this manner, it should be done so as a matter of law. Glover v. Giraldo, 824 P.2d 552, 554 ] (Wyo.1992). In the absence of controlling factors to the contrary, doubtful language in a conveyance is to be treated as transferring the larger, less restricted estate rather than the smaller, more restricted estate. City of Casper v. J.M. Carey & Brother, 601 P.2d 1010 [, 1014] (Wyo.1979). W.S. § 34-2-101 provides that every conveyance of real estate shall pass all of the estate, unless the intent to pass a lesser estate shall appear or necessarily be implied. If the intent of the parties does not readily appear, the language used is to be read in light of the surrounding cireum-stances and when extrinsic evidence is considered, a question of fact exist[s]. Gregory v. Sal[]Inders, 685 P.2d 795 [, 800] (Wyo. 1981), Knadler v. Adams, 661 P.2d 1052, 1058 ] (Wyo.1983).

[¶ 198] Large portions of the defendants' numerous briefs are taken up with the contention that the plaintiffs were not entitled to summary judgment as a matter of law because the law was incorrectly applied by the district court. They argue, for instance, that the precepts of City of Casper and Wyo. Stat. Ann. § 34-2-101 (LexisNexis 2009) do not apply in this instance because the NPI, as created by the relevant instruments, is a *947 personal property right, rather than an estate in land. See Ferguson v. Coronado Oil Co., 884 P.2d 971, 975-77 (Wyo.1994). Further, they note that the resolution of "doubtful language" via application of the larger estate/smaller estate analysis of City of Cas-per, being a rule of contract construction, may only be applied to ambignous contracts, and if the contract is ambiguous, summary judgment is not available. See Comet Energy Servs., LLC v. Powder River Oil & Gas Ventures, LLC, 2008 WY 69, ¶ 5 , 185 P.3d 1259, 1261 (Wyo.2008); Wolter v. Equitable Res. Emergy Co., 979 P.2d 948, 951 (Wyo.1999); Smith v. Nugget Exploration, Inc., 857 P.2d 320, 824 (Wyo.1993); McNeiley v. Ayres Jewelry Co., 855 P.2d 1242, 1244 (Wyo.1993); Stewman Ranch, Inc. v. Double M. Ranch, Ltd., 192 S.W.3d 808, 811 (Tex.App.2006); and Painter v. Alexandria Water Co., 202 Va. 431 , 117 S8.E.2d 674, 678 (1961).

[¶ 194] Onee again, this is how we review a summary judgment:

The propriety of a summary judgment is evaluated "by employing the same standards and by examining the same material as the district court. We examine de novo the record, in the light most favorable to the party opposing the motion, affording to that party the benefit of all favorable inferences that may be drawn from the record. If upon review of the record, doubt exists about the presence of issues of material fact, that doubt must be resolved against the party seeking summary judgment. We accord no deference to the district court's decisions on issues of law."

Jacobson v. Cobbs, 2007 WY 99, ¶ 7 , 160 P.3d 654, 656 (Wyo.2007) (citations omitted) (quoting Linton v. E.C. Cates Agency, Inc., 2005 WY 63, 17 , 113 P3d 26, 28 (Wyo.2005)). What that means in practical effect is that we must first review the conveyances to determine whether their relevant provisions are unambiguous. If we find that not to be the case, the summary judgment must be reversed and the matter remanded for trial on the ownership issue. If the conveyances are, however, unambiguous, we must then determine if their combined effect is the plaintiffs' ownership of the NPI. This requires a separate analysis of the particular language of each instrument of conveyance.

[¶ 195] No one disputes that Novi was the original grantee of the NPI under the Assignment Agreement, the Unit NPI Contract, the Area NPI Contract, and the Pine-dale Unit Agreement. Likewise, no one disputes that Novi merged with Woodson, with Novi's rights and interests becoming vested in Woodson. On November 8, 1961, Wood-son conveyed to Prudential, in lieu of foreclosure, numerous oil and gas interests in numerous states. Specifically included in that transfer was the NPI created by the Unit NPI Contract In the attachments to the conveyance, the unit NPI is listed in Exhibit A under the heading "Oil and Gas Leases-Producing," and the extra-unit Lozier fee lease is listed under "Leasehold Interests" in Exhibit B under the heading "Oil and Gas Leases-Non-Producing," but noting that the interest is subject to the NPI. Combined with the conveyance language set forth earlier herein, this language unambiguously sets over from Woodson to Prudential all of Woodson's interests in the NPI.

[¶ 196] On November 8, 1961, Prudential conveyed the Woodson properties to TP Coal, reserving unto itself a "Net Profit Overriding Royalty Interest," described as "an undivided 50% of all of the oil, gas, other hydrocarbons and other minerals that may be produced, saved and sold from the Wood-son Interests...." The granting clause not only specifically mentioned net profit interests, and specifically identified the interests described in the exhibits, but also contained the following "catch-all" language:

..., together with all other interests of any such character, wheresoever located, which have been acquired by Prudential from Woodson Oil Company....

Attached to the conveyance as Exhibits A and B were the identical Exhibits A and B that had been attached to the Woodson-Prudential conveyance. The relevant effect of this transaction, as reflected in the unambiguous wording of the instrument, was that TP Coal became the owner of the NPI. Prudential did not reserve a 50% interest in the NPI; rather, it reserved a 50% interest in the net profits of the Woodson properties.

*948 [¶ 197] In the other series of conveyances, the plaintiffs obtained "ownership" of the NPI only in relation to the four listed leases. The leases, themselves, were not assigned to the plaintiffs, because Novi had already assigned them to the First Parties under the original agreements. The various catch-all clauses cannot be seen as having morphed these transactions from conveyances of interests covering the specified 5,748.41 acres into conveyances of interests covering over 90,000 acres 3 The district court erred in finding no holes in the plaintiffs chain of title. Neither Prudential nor Sun held 50% of the unit NPI. Prudential reserved, and conveyed to Hartman, a 50% interest in the net production from all the Woodson properties. Sun obtained from TP Oil, and conveyed to Hartman, the unit NPI as it pertained to the four leases, less whatever interest in the NPI may be said to have been reserved by Prudential as part of the Woodson net profits interest. The balance of the NPI "ownership" apparently remained with TP Coal. 4

[¶ 198] I would conclude from all of this that the state of the record is not such that the plaintiffs have given the defendants sufficient notice of their ownership of the NPI, if it exists at all, to require the plaintiffs to pay them millions of dollars to satisfy the NPI. Summary judgment should not have been granted to the plaintiffs on the ownership issue.

. This view of the term "committed" as having a temporal existence is reflected in the Code of Federal Regulations. Under 43 C.F.R. § 3107.3-3 (2009), for example, a 20-year federal lease committed to a cooperative or unit plan continues in force and effect beyond its expiration date only for "so long as committed to the plan."

. The description of the Lozier fee lease in this conveyance again combines the legal descriptions of the Lozier lease listed in the exhibit attached to the Unit NPI Contract and the Lozier lease listed in the exhibit attached to the Area NPI Contract.

. The area in the TP Coal-Seagram and Seagram-TP Oil transactions totaled 6,321.77 acres because it included the non-unit portion of the Lozier fee lease. The acreage within the unit covered by these leases was actually only 5,748.41, as was recognized in an internal TP Coal memorandum.

. TP Coal is not a party to this proceeding, and I am not saying that we are determining ownership of the unit NPI, other than to say that these plaintiffs did not prove such ownership.