Reply Brief — Chevron Corporation, et al., Petitioners v. City of Hoboken, New Jersey, et al.

No. 22-821

IN THE

Supreme Court of the United States

BP AMERICA INC., ET AL.,

Petitioners,

v.

STATE OF DELAWARE,

Respondent.

CHEVRON CORPORATION, ET AL.,

Petitioners,

v.

CITY OF HOBOKEN,

Respondent.

On Petition For A Writ Of Certiorari

To The United States Court Of Appeals

For The Third Circuit

REPLY BRIEF FOR PETITIONERS

THOMAS G. HUNGAR

LOCHLAN F. SHELFER

GIBSON, DUNN

& CRUTCHER LLP

1050 Connecticut Ave., N.W.

Washington, D.C. 20036

THEODORE J. BOUTROUS, JR.

Counsel of Record

WILLIAM E. THOMSON

JOSHUA D. DICK

GIBSON, DUNN

& CRUTCHER LLP

333 South Grand Avenue

Los Angeles, CA 90071

(213) 229-7000

tboutrous@gibsondunn.com

Counsel for Petitioners

[Additional counsel listed on signature page]

RULE 29.6 STATEMENT

The disclosure statement included in the petition

remains accurate.

ii

TABLE OF CONTENTS

Page

RULE 29.6 STATEMENT .....................................i

INTRODUCTION ................................................. 1

I. THE THIRD CIRCUIT’S DECISION

IMPLICATES TWO CONFLICTS AMONG

THE COURTS OF APPEALS .............................. 3

II. THE DECISION BELOW IS INCORRECT ............ 8

III. THE QUESTION PRESENTED IS

IMPORTANT AND WARRANTS THE

COURT’S REVIEW........................................... 10

CONCLUSION .................................................... 12

iii

TABLE OF AUTHORITIES

Page(s)

Cases

Am. Elec. Power Co. v. Connecticut,

564 U.S. 410 (2011) ................................................ 9

Caterpillar Inc. v. Williams,

482 U.S. 386 (1987) .......................................... 9, 10

City of Milwaukee v. Illinois,

451 U.S. 304 (1981) ................................................ 9

City of New York v. Chevron Corp.,

993 F.3d 81 (2d Cir. 2021) ................... 5, 6, 7, 9, 10

Franchise Tax Bd. v.

Constr. Laborers Vacation Tr.,

463 U.S. 1 (1983) .................................................... 8

Grable & Sons Metal Products, Inc. v.

Darue Eng’g & Mfg.,

545 U.S. 308 (2005) ................................................ 4

Illinois v. City of Milwaukee,

406 U.S. 91 (1972) .............................................. 4, 9

Minnesota v. Am. Petroleum Inst.,

63 F.4th 703 (8th Cir. 2023) .................................. 2

Nat’l Farmers Union Ins. Cos. v.

Crow Tribe of Indians,

471 U.S. 845 (1985) ............................................ 4, 5

iv

Newton v. Capital Assurance Co.,

245 F.3d 1306 (11th Cir. 2001) .............................. 5

Oneida Indian Nation v.

Cnty. of Oneida,

414 U.S. 661 (1974) .......................................... 9, 10

In re Otter Tail Power Co.,

116 F.3d 1207 (8th Cir. 1997) ............................ 4, 5

Republic of Philippines v. Marcos,

806 F.2d 344 (2d Cir. 1986) ................................... 5

Sam L. Majors Jewelers v. ABX, Inc.,

117 F.3d 922 (5th Cir. 1997) .................................. 4

Torres v. S. Peru Copper Corp.,

113 F.3d 540 (5th Cir. 1997) .................................. 5

INTRODUCTION

The decision below deepens a longstanding conflict

on the question whether federal removal jurisdiction

exists over claims that are necessarily and exclusively

governed by federal law but have been pleaded under

state law. It also implicates a second conflict concerning whether claims based on transboundary emissions

are necessarily and exclusively governed by federal

law. Both questions have arisen with particular frequency in the numerous and materially identical climate-change cases now pending in courts across the

Nation.

The need for this Court’s guidance on these vital

questions has become even clearer since this petition

was filed in February. In March, the United States

filed its amicus brief in Suncor Energy (U.S.A.) Inc. v.

Board of County Commissioners of Boulder County,

No. 21-1550—another climate-change case raising the

same legal questions—and expressly reversed the position it took on those questions only two years ago,

citing the “change in Administration.” U.S. Suncor

Br. 7.

Previously, the government told this Court that

claims seeking damages for injuries allegedly caused

by the effects of transboundary emissions on the

global climate “are inherently federal in nature,” even

when labeled as state-law claims. Oral Arg. Tr. 31,

BP p.l.c. v. Mayor & City Council of Baltimore, 141 S.

Ct. 1532 (2021). And the government explained that,

despite the Clean Air Act’s displacement of any remedy under federal common law, “[a]ny putative tort

claims that seek to apply the law of an affected State

to conduct in another State … continue to arise under

2

federal, not state law, for jurisdictional purposes.”

U.S. Br. 27, BP, supra (cleaned up). Now, the government has repudiated that position. It argues that the

well-pleaded complaint rule bars removal of these

nominal state-law claims and that due to displacement by the Clean Air Act, federal law may no longer

exclusively govern claims alleging injury from transboundary emissions. See U.S. Suncor Br. 7–16.

That the past two administrations have taken diametrically opposed positions on these fundamental

and important questions confirms that these cases

raise substantial and unresolved legal issues requiring this Court’s urgent review. Indeed, in late March,

one prominent circuit judge noted in yet another climate-change case that these cases “seek[ ] a global

remedy for a global issue”; the narrow views of federal

jurisdiction urged by the government and respondents

here would force “the removal rules to operate in … a

confounding way”; and “only … [this] Court” can resolve these issues. Minnesota v. Am. Petroleum Inst.,

63 F.4th 703, 717, 720 (8th Cir. 2023) (Stras, J., concurring).

Respondents here make the same arguments as

the United States in Suncor, asserting that the government’s reasoning “applies equally to this petition.”

Delaware Opp. 2; see also Hoboken Opp. 5 (same). As

in Suncor, these arguments are unpersuasive.

First, respondents spend much of their briefs arguing the merits of the case, insisting that claims for injuries stemming from transboundary emissions are

not governed by federal law and that, even if they

were, such claims are not removable if artfully

pleaded under state law. Respondents are wrong on

3

both counts. But, more importantly, these merits arguments do nothing to undercut the need for this

Court’s review.

Respondents also argue that the Third Circuit’s

decision does not conflict with the decisions of any

other circuits. But the court below expressly recognized the conflict among the circuits on the removability question and declined to “follow” “two circuit

cases that relabeled state-common-law claims as federal.” App. 25a.

Finally, respondents attempt to downplay the importance of the question presented. But identical

claims are pending in dozens of lawsuits across the

country, with more potentially on the way, so this

Court’s decision will have a dramatic effect on nationwide litigation concerning matters that implicate national security and international policy.

Given the overlap between this petition and Suncor, the Court should hold the petition pending a decision on the petition in Suncor. The petition in Suncor

should be granted because the questions presented in

these cases have divided the courts of appeals and will

determine whether state courts have the power to impose the costs of global climate change on the Nation’s

energy industry. Alternatively, this petition should

be granted.

I. THE THIRD CIRCUIT’S DECISION IMPLICATES TWO

CONFLICTS AMONG THE COURTS OF APPEALS.

Respondents contend that the decision below implicates no circuit conflicts, rehashing the same arguments made by the Suncor respondents. Those arguments remain invalid.

4

First, respondents contend that no conflict exists

over the scope of arising-under jurisdiction (Delaware

Opp. 12–17; Hoboken Opp. 12–18) because Sam L.

Majors Jewelers v. ABX, Inc., 117 F.3d 922 (5th Cir.

1997), and In re Otter Tail Power Co., 116 F.3d 1207

(8th Cir. 1997), were decided before this Court issued

its decision in Grable & Sons Metal Products, Inc. v.

Darue Engineering & Manufacturing, 545 U.S. 308

(2005). Respondents suggest that Grable synthesized

the approaches of those two cases and thereby tacitly

overruled them. That characterization is incorrect.

The Fifth Circuit in Sam L. Majors did not cite any

of the precursors to Grable in concluding that federal

jurisdiction was present; rather, it relied on two of this

Court’s cases involving federal common law, see 117

F.3d at 926 (citing Illinois v. City of Milwaukee, 406

U.S. 91, 100 (1972) (“Milwaukee I”), and Nat’l Farmers

Union Ins. Cos. v. Crow Tribe of Indians, 471 U.S. 845,

850 (1985)), the same cases that petitioners have relied on here, see Pet. 11, 19, 23, 24. The Fifth Circuit’s

decision thus stands apart from the Grable line of

precedent and articulates an independent basis for

federal jurisdiction. Respondents’ contention that no

conflict exists is incorrect given that the court below

expressly refused to “follow” Sam L. Majors, recognizing that the Fifth Circuit’s decision conflicted with its

own. App. 25a. Respondents’ interpretation of the

Fifth Circuit’s decision as inapplicable to their claims

is thus unsupportable.

As for the Eighth Circuit’s decision, while Otter

Tail briefly mentioned jurisdiction based on the presence of a “substantial question of federal law,” 116

F.3d at 1213, it ultimately relied on the same precedent from this Court involving federal common law to

5

find that removal was appropriate, see id. at 1214 (citing Nat’l Farmers Union, 471 U.S. at 852).

Moreover, respondents’ characterization of Sam L.

Majors and Otter Tail as implicitly overruled would

not eliminate the conflict with the panel’s opinion

here, because under the modern Grable framework,

both circuits would still permit removal of respondents’ claims. After all, if respondents’ claims are exclusively federal in nature, as petitioners have shown,

it follows that federal substantive law governs every

element of respondents’ claims, which means that

each element presents a substantial question of federal law, thereby satisfying Grable.

The same is true of the other cases on which petitioners rely that used a Grable-like analysis. See Pet.

13–14 (citing Newton v. Capital Assurance Co., 245

F.3d 1306 (11th Cir. 2001); Torres v. S. Peru Copper

Corp., 113 F.3d 540 (5th Cir. 1997); Republic of Philippines v. Marcos, 806 F.2d 344 (2d Cir. 1986)). Respondents attempt—but fail—to distinguish these

cases on the facts (Hoboken Opp. 15–16, 18–19) because all of these cases recognized the applicability of

Grable to claims necessarily raising questions of federal common law, as here. The Third Circuit, however, held the exact opposite—its conflict with those

cases is therefore unambiguous. See App. 26a–27a.

Second, respondents argue that no conflict exists

over the question whether federal law necessarily and

exclusively governs claims for injuries allegedly stemming from transboundary emissions (Delaware Opp.

17–20; Hoboken Opp. 19–23) because the Second Circuit’s decision in City of New York v. Chevron Corp.,

6

993 F.3d 81 (2d Cir. 2021), did not involve a case removed from state to federal court. But as previously

explained (Pet. 21–22), that distinction is irrelevant

because both cases squarely addressed the question

whether federal law governs claims such as those asserted here. That the Second Circuit did not need to

consider the well-pleaded complaint rule does not

eliminate the circuit conflict over the question of

which substantive law governs these types of transboundary-emissions claims.

Respondents also contend that City of New York

“did not hold that federal common law still ‘governs’

all civil cases involving air pollution,” but instead used

“the defunct federal common law” to inform its understanding of the Clean Air Act’s preemptive scope. Delaware Opp. 21. But the Second Circuit expressly concluded that, although the plaintiff used state-law labels, it had brought “federal claims” that must arise

“under federal common law”; indeed, the court viewed

the case as “simply beyond the limits of state law.”

City of New York, 993 F.3d at 92, 95. The Second Circuit further held that the Clean Air Act’s displacement of any remedy under federal common law did not

affect the choice-of-law analysis because state law is

not “competent to address issues that demand a unified federal standard.” Id. at 98.

What is more, the Second Circuit concluded that

federal common law is “still require[d]” to govern the

international aspects of claims challenging undifferentiated global emissions, because the Clean Air Act

“does not regulate foreign emissions.” 993 F.3d at 95

n.7; see id. at 101. City of New York can thus only be

understood to hold that federal common law continues

7

to govern in this area, even after the enactment of the

Clean Air Act.

Finally, respondents argue that their allegations

here “target qualitatively different tortious conduct

than those before the Second Circuit.” Delaware Opp.

21–22. That is not correct. The claims in City of New

York are nearly identical to those here. The plaintiff

in City of New York, like respondents here, argued

that the defendants were liable for “nuisance and trespass” because “for decades, Defendants promoted

their fossil-fuel products by concealing and downplaying the harms of climate change [and] profited from

the misconceptions they promoted.” Br. for Appellant

at 27, City of New York v. Chevron Corp., No. 18-2188,

2018 WL 5905772 (2d Cir. Nov. 8, 2018).

The Second Circuit, however, saw through those

allegations to the substance of the claims. As that

court concluded, the City of New York’s attempt to “focus on” one particular “moment in the global warming

lifecycle is merely artful pleading and does not change

the substance of its claims.” City of New York, 993

F.3d at 97 (cleaned up). The Second Circuit recognized that the City’s “case hinge[d] on the link between the release of greenhouse gases and the effect

those emissions have on the environment generally,”

given that “the City d[id] not seek any damages for the

[defendants’] production or sale of fossil fuels that

d[id] not in turn depend on harms stemming from

emissions.” Ibid.

The same is true here: respondents are attempting

to collect damages for the alleged effects of global climate change allegedly caused by the combustion of petitioners’ products and other sources of emissions.

Delaware C.A. JA-429–30, 447–48; Hoboken C.A. JA-

8

66–79. The court below recognized that respondents

“take issue with [petitioners’] entire business, from

production through sale,” and although respondents

“try to cast their suits as just about misrepresentations[,] … their own complaints belie that suggestion.

They charge the oil companies with not just misrepresentations, but also trespasses and nuisances. Those

are caused by burning fossil fuels and emitting carbon

dioxide.” App. 33a. In all material respects, the plaintiff ’s claims in City of New York mirror respondents’

claims here.

II. THE DECISION BELOW IS INCORRECT.

Respondents devote much of their opposition briefs

to arguing the merits of the cases. But respondents’

arguments, which repeat the same fundamental errors as the Suncor respondents, all fail.

First, respondents argue that petitioners seek to

“create a new exception” to the well-pleaded complaint

rule. Delaware Opp. i; see also id. at 22–23; Hoboken

Opp. 26, 32–33. Not so. The Court has already held

that an “independent corollary” of the well-pleaded

complaint rule is that a plaintiff “may not defeat removal” by “omitting to plead necessary federal questions in a complaint.” Franchise Tax Bd. v. Constr.

Laborers Vacation Tr., 463 U.S. 1, 22 (1983). A federal

question is “necessary” under that corollary where, as

here, the constitutional structure mandates the exclusive application of federal law.

Respondents warn that this supposed “new exception” would “explo[de]” this Court’s removal precedents. Hoboken Opp. 32–33. But there is no “new exception” at issue here. Petitioners rely on the well-

9

established artful-pleading doctrine in a context already recognized by this Court—where federal law

controls a plaintiff ’ s nominally state-law claims. See

Caterpillar Inc. v. Williams, 482 U.S. 386, 393 n.8

(1987) (citing Oneida Indian Nation v. Cnty. of

Oneida, 414 U.S. 661, 675 (1974)).

Respondents also contend that no element of their

nominally pleaded state-law claims turns on a question of federal law. Delaware Opp. 24–26; Hoboken

Opp. 27, 31–32. But every element of respondents’

claims is federal because federal law necessarily and

exclusively governs when a claim “involv[es] interstate air … pollution,” City of New York, 993 F.3d at

91, or “ ‘ deal[s] with air’ ” in its “ ‘ interstate aspects,’ ”

Am. Elec. Power Co. v. Connecticut, 564 U.S. 410, 421

(2011) (quoting Milwaukee I, 406 U.S. at 103). The

“basic interests of federalism … demand[ ]” this result.

Milwaukee I, 406 U.S. at 105 n.6. Thus, under our

federal system, “state law cannot be used” at all to resolve a controversy of this kind. City of Milwaukee v.

Illinois, 451 U.S. 304, 313 n.7 (1981). Rather, the

“rule of decision [must] be[ ] federal,” and the claims

thus necessarily “arise[ ] under federal law.” Milwaukee I, 406 U.S. at 100, 108 n.10 (cleaned up).

Next, respondents argue that the artful-pleading

doctrine is limited to statutory complete preemption.

Delaware Opp. 23–24. But the Court has never limited the artful-pleading doctrine in this way. See Pet.

25–26. To the contrary, the Court has already recognized that federal common law can function in the

same way as completely preemptive statutes for jurisdictional purposes, holding that a “state-law complaint that alleges a present right to possession of Indian tribal lands” was necessarily governed by federal

10

common law and “is thus completely pre-empted and

arises under federal law.” Caterpillar, 482 U.S. at 393

n.8 (citing Oneida Indian Nation, 414 U.S. at 675).

The same principle applies here, where the constitutional structure requires the exclusive application of

federal law to respondents’ claims. See Pet. 23–24.

Respondents insist that petitioners’ theory of removal based on federal common law boils down to a

preemption defense. Hoboken Opp. 29–31. But the

merits-stage question whether a party can obtain a

remedy under federal common law is distinct from the

jurisdictional question whether the claim arises under

federal law in the first place. The Court highlighted

that distinction in Oneida Indian Nation, explaining

that a claim governed by federal common law arises

under federal law for “jurisdictional purposes” even if

the claim “may fail at a later stage for a variety of reasons.” 414 U.S. at 675.

Finally, respondents suggest that their claims involve only a routine adjudication of “deceptive marketing and sales of a dangerous product.” Hoboken

Opp. 35. But this mischaracterizes the complaint. Respondents’ theory of causation, their alleged injuries,

and their requested remedies all depend on worldwide

atmospheric emissions allegedly producing global climate change, Pet. 7–8, and “a mostly unbroken string

of cases has applied federal law to disputes involving

interstate air or water pollution,” City of New York,

993 F.3d at 91.

III. THE QUESTION PRESENTED IS IMPORTANT AND

WARRANTS THE COURT’S REVIEW.

These cases present a straightforward vehicle for

the Court to resolve two related conflicts about the

11

scope of federal jurisdiction. Respondents argue that

review is not warranted because these issues are “extremely narrow” and affect “only ... a tiny sliver of

cases.” Delaware Opp. 26; Hoboken Opp. 23–24. Neither argument withstands scrutiny.

Respondents’ assertion that the questions in these

cases are “not broadly applicable or common” (Delaware Opp. 26) ignores both the current cases concerning these issues and the many more that will potentially be filed if the Court does not act here. The question presented is of vital importance in the nearly two

dozen climate-change cases—each of which seeks vast

monetary relief from the energy industry—currently

pending in courts across the country, because it concerns the central question of where the cases will be

litigated. See Pet. 6 & n.1. A rule of decision foreclosing removal of cases concerning transboundary emissions would open the door to countless more suits

brought by States and municipalities seeking to regulate climate change through state law in state courts.

Pet. 26.

Moreover, the question presented here could arise

in any case in which federal common law provides the

rule of decision but the plaintiff chooses to label its

claims as arising under state law. And contrary to respondents’ assertions (Delaware Opp. 28), these cases

implicate vital national security concerns because of

petitioners’ central role in ensuring a steady supply of

oil and gas for domestic use and to support the U.S.

military. Pet. 30. Respondents highlight the government’s opposition to this Court’s review in Suncor as

evidence that no national interest is implicated (Delaware Opp. 28), but the government’s brief is notably

12

silent on this point and does not deny these questions’

vital importance.

These cases are also an excellent vehicle to resolve

both conflicts among the courts of appeals. Although

the Third Circuit did not squarely hold that state law

can govern respondents’ transboundary-emissions

claims, the jurisdictional question presented implicates that threshold issue, which has been fully

briefed by the parties, Pet. 17; Hoboken Opp. 25–26;

Delaware Opp. 20–21, and is the subject of a mature

conflict, Pet. 17–22.

Finally, the United States’ unusual about-face on

the present issues itself underscores that these questions are uncertain, unresolved, and important—and

signals the need for this Court’s intervention.

CONCLUSION

The Court should hold this petition pending its disposition of Suncor, No. 21-1550. If the Court does not

grant review in Suncor, this petition should be

granted.

13

Respectfully submitted.

Herbert J. Stern

Joel M. Silverstein

STERN, KILCULLEN

& RUFOLO, LLC

325 Columbia Turnpike,

Suite 110

Florham Park, NJ 07932

Neal S. Manne

Johnny W. Carter

Erica Harris

Steven Shepard

SUSMAN GODFREY LLP

1000 Louisiana, Suite 5100

Houston, TX 77002

David E. Wilks

WILKS LAW LLC

4250 Lancaster Pike,

Suite 200

Wilmington, DE 19805

Theodore J. Boutrous, Jr.

Counsel of Record

William E. Thomson

Joshua D. Dick

GIBSON, DUNN

& CRUTCHER LLP

333 South Grand Avenue

Los Angeles, CA 90071

Telephone: (213) 229-7000

Facsimile: (213) 229-7520

tboutrous@gibsondunn.com

Andrea E. Neuman

GIBSON, DUNN

& CRUTCHER LLP

200 Park Avenue

New York, NY 10166

Thomas G. Hungar

Lochlan F. Shelfer

GIBSON, DUNN

& CRUTCHER LLP

1050 Connecticut Avenue,

N.W.

Washington, DC 20036

Attorneys for Petitioners

CHEVRON CORP. and

CHEVRON U.S.A., INC.

14

Anthony J. Zarillo, Jr.

Jeffrey M. Beyer

RIKER DANZIG LLP

One Speedwell Avenue

Morristown, NJ 07962

Kevin J. Mangan

WOMBLE BOND DICKINSON (US) LLP

1313 North Market Street,

Suite 1200

Wilmington, DE 19801

Kathryn M. Barber

MCGUIREWOODS LLP

800 East Canal Street

Richmond, VA 23219

Attorneys for Petitioner

AMERICAN PETROLEUM

INSTITUTE

Nancy G. Milburn

Diana E. Reiter

ARNOLD & PORTER KAYE

SCHOLER LLP

250 West 55th Street

New York, NY 10019

Jonathan W. Hughes

ARNOLD & PORTER KAYE

SCHOLER LLP

3 Embarcadero Center,

10th Floor

San Francisco, CA 94111

John D. Lombardo

ARNOLD & PORTER KAYE

SCHOLER LLP

777 South Figueroa Street,

44th Floor

Los Angeles, CA 90017

Paul J. Fishman

ARNOLD & PORTER KAYE

Robert W. Whetzel

SCHOLER LLP

Alexandra M. Ewing

One Gateway Center,

RICHARDS LAYTON & FIN- Suite 1025

Newark, NJ 07102

GER, P.A.

One Rodney Square

902 North King Street

Attorneys for Petitioners B.P.

Wilmington, DE 19801

AMERICA INC. and BP

P.L.C.

Attorneys for Petitioner

APACHE CORPORATION

15

Nathan P. Eimer

Lisa S. Meyer

EIMER STAHL LLP

224 South Michigan Avenue,

Suite 1100

Chicago, IL 60604

Steven M. Bauer

Margaret A. Tough

LATHAM & WATKINS LLP

505 Montgomery Street,

Suite 2000

San Francisco, CA 94111

Robert E. Dunn

EIMER STAHL LLP

99 S. Almaden Blvd., Suite

642

San Jose, CA 95113

Jameson R. Jones

Daniel R. Brody

BARTLIT BECK LLP

1801 Wewatta Street, Suite

1200

Denver, CO 80202

Attorneys for Petitioner

CITGO PETROLEUM

CORPORATION

Noel J. Francisco

David M. Morrell

J. Benjamin Aguiñaga

JONES DAY

51 Louisiana Avenue, N.W.

Washington, DC 20001

David C. Kiernan

JONES DAY

555 California Street,

26th Floor

San Francisco, CA 94104

Attorneys for Petitioner CNX

RESOURCES CORP.

Daniel J. Brown

Alexandra M. Joyce

MCCARTER & ENGLISH

LLP

Renaissance Centre

405 N. King St., 8th Floor

Wilmington, DE 19801

Jeffrey S. Chiesa

Dennis M. Toft

Michael K. Plumb

CHIESA SHAHINIAN & GIANTOMASI PC

One Boland Drive

West Orange, NJ 07052

Attorneys for Petitioners

CONOCOPHILLIPS and

CONOCOPHILLIPS COMPANY

16

Tracy A. Roman

CROWELL & MORING LLP

1001 Pennsylvania Avenue,

N.W.

Washington, DC 20004

Honor R. Costello

CROWELL & MORING LLP

590 Madison Avenue, 20th Fl.

New York, NY 10022

Attorneys for Petitioner

CONSOL ENERGY INC.

Michael A. Barlow

ABRAMS & BAYLISS LLP

20 Montchanin Road,

Suite 200

Wilmington, DE 19807

Robert P. Reznick

ORRICK, HERRINGTON &

SUTCLIFFE LLP

1152 15th Street NW

Washington, DC 20005

Christian J. Singewald

WHITE AND WILLIAMS LLP

600 N. King St., Suite 800

Wilmington, DE 19801

Brian D. Schmalzbach

Joy C. Fuhr

MCGUIREWOODS LLP

800 East Canal Street

Richmond, VA 23219

Attorneys for Petitioner

DEVON ENERGY CORPORATION

Joseph J. Bellew

GORDON REES SCULLY

MANSUKHANI, LLP

824 N. Market Street,

Suite 220

Wilmington, DE 19801

J. Scott Janoe

BAKER BOTTS L.L.P.

910 Louisiana Street, Suite

3200

Attorneys for Petitioner MAR- Houston, Texas 77002

ATHON OIL CORPORATION

Megan Berge

BAKER BOTTS L.L.P.

700 K Street, N.W.

Washington, D.C. 20001

Attorneys for Petitioner HESS

CORPORATION

17

Kannon K. Shanmugam

William T. Marks

PAUL, WEISS, RIFKIND,

WHARTON & GARRISON

LLP

2001 K Street, N.W.

Washington, DC 20006

Theodore V. Wells, Jr.

Daniel J. Toal

PAUL, WEISS, RIFKIND,

WHARTON & GARRISON

LLP

1285 Avenue of the Americas

New York, NY 10019

Kevin H. Marino

John D. Tortorella

MARINO, TORTORELLA &

BOYLE, P.C.

437 Southern Boulevard

Chatham, NJ 07928

Attorneys for Petitioners

EXXON MOBIL CORPORATION, EXXONMOBIL OIL

CORPORATION, and

XTO ENERGY INC.

Shannon S. Broome

Ann Marie Mortimer

HUNTON ANDREWS

KURTH LLP

50 California Street

San Francisco, CA 94111

Shawn Patrick Regan

HUNTON ANDREWS

KURTH LLP

200 Park Avenue

New York, NY 10166

Antoinette D. Hubbard

Stephanie A. Fox

MARON MARVEL BRADLEY

ANDERSON & TARDY LLC

1201 N. Market Street,

Suite 900

Wilmington, DE 19801

Attorneys for Petitioners MARATHON PETROLEUM CORPORATION, MARATHON

PETROLEUM COMPANY LP,

and SPEEDWAY LLC

18

Joseph J. Bellew

GORDON REES SCULLY

MANSUKHANI, LLP

824 N. Market Street, Suite

220

Wilmington, DE 19801

Jeffrey L. Moyer

RICHARDS, LAYTON & FINGER, P.A.

One Rodney Square

920 North King Street

Wilmington, DE 19801

J. Scott Janoe

BAKER BOTTS L.L.P.

910 Louisiana Street, Suite

3200

Houston, Texas 77002

Kevin Orsini

Vanessa A. Lavely

CRAVATH, SWAINE &

MOORE LLP

825 Eighth Avenue

New York, NY 10019

Megan Berge

BAKER BOTTS L.L.P.

700 K Street, N.W.

Washington, D.C. 20001

Attorneys for Petitioner OCCIDENTAL PETROLEUM CORPORATION

Attorneys for Petitioner MURPHY OIL CORPORATION

Ovintiv Inc.

Mackenzie M. Wrobel

DUANE MORRIS LLP

Tristan L. Duncan

1201 N. Market Street, Suite

Daniel B. Rogers

501

SHOOK, HARDY & BACON Wilmington, DE 19801

L.L.P.

2555 Grand Blvd.

Michael F. Healy

Kansas City, MO 64108

SHOOK HARDY & BACON

LLP

Attorneys for Petitioner MUR- 555 Mission Street, Suite 2300

PHY USA INC.

San Francisco, CA 94105

Michael L. Fox

DUANE MORRIS LLP

Spear Tower

One Market Plaza, Suite 2200

San Francisco, CA 94105

Attorneys for Petitioner OVINTIV INC.

19

Steven M. Bauer

Margaret A. Tough

LATHAM & WATKINS LLP

505 Montgomery Street,

Suite 2000

San Francisco, CA 94111

Anthony P. Callaghan, Esq.

Thomas R. Valen, Esq.

Sylvia-Rebecca Gutiérrez,

Esq.

GIBBONS P.C.

One Gateway Center

Newark, NJ 07102

Daniel J. Brown

Alexandra M. Joyce

MCCARTER & ENGLISH

LLP

Renaissance Centre

405 N. King St., 8th Floor

Wilmington, DE 19801

Attorneys for Petitioners

PHILLIPS 66 and PHILLIPS

66 COMPANY

David C. Frederick

Grace W. Knofczynski

Daniel S. Severson

KELLOGG, HANSEN, TODD,

FIGEL & FREDERICK,

P.L.L.C.

1615 M Street, N.W., Suite 400

Washington, DC 20036

Steven L. Caponi

K&L GATES LLP

600 N. King Street, Suite 901

Wilmington, DE 19801

Loly G. Tor

K&L GATES LLP

One Newark Center, 10th Fl.

Newark, NJ 07102

Attorneys for Petitioners

SHELL PLC (f/k/a ROYAL

DUTCH SHELL PLC) and

SHELL USA, INC. (f/k/a

SHELL OIL COMPANY)

Robert W. Whetzel

Blake Rohrbacher

Alexandra Ewing

RICHARDS, LAYTON & FINGER, P.A.

One Rodney Square

920 N. King Street

Wilmington, DE 19801

Attorneys for Petitioners TOTALENERGIES MARKETING USA, INC. and TOTALENERGIES SE (f/k/a

TOTAL S.A.)

April 18, 2023