![if gte IE 9]><![endif]><![if gte IE 9]><![endif]><![if gte IE 9]><![endif]>
Thank You For Submiting Feedback!
United States Court of Appeals for the Fifth Circuit
February 10, 2010, Filed
[*313] FELDMAN, District Judge:
This litigation seeks to resolve a dispute concerning the scope of a contractual tax indemnity obligation. Appellants, Marathon E.G. Holdings Limited and Marathon E.G. Production Limited (collectively, "Marathon") appeal the district court's grant of summary judgment in favor of appellee, CMS Enterprises Company. Marathon sued CMS for breach of contract arising out of CMS's refusal to indemnify Marathon for its payments to the Republic of Equatorial Guinea of: (1) $ 2,750,000 to in settlement of tax audits; and (2) $ 184,394.10 in withholding taxes. Marathon contends that the district court erred in determining that CMS was not obligated to indemnify [**2] Marathon for its $ 2.75 million tax settlement payment. Marathon further contends that the district court erred in determining that its claim to recover its payment of $ 184,394.10 in withholding taxes was time-barred. Unpersuaded, we reject both arguments and AFFIRM.
I. FACTS AND PROCEEDINGS
In this Texas diversity breach of contract suit, we must interpret a tax indemnity provision in a Stock Purchase Agreement (SPA). In the district court, Marathon sought to recover from CMS on two claims: (1) for CMS's breach of the tax indemnity provision of the SPA as to $ 2.75 million that Marathon paid to the Republic of Equatorial Guinea to settle certain tax audit claims; and (2) for CMS's breach of the tax indemnity provision of the SPA as to $ 184,394.10 in withholding taxes paid by Marathon for the month of December 2001. The district court ruled in CMS's favor on both issues on summary judgment.
CMS Enterprises Company, a wholly-owned subsidiary of CMS Energy Corporation, an oil and gas exploration and production company, was the parent company of CMS Oil and Gas Company. Until January 2, 2002, one of CMS's exploration and production operations was located off the west coast of Africa, in [**3] the Republic of Equatorial Guinea; CMS had a contractual arrangement with Equatorial Guinea in which CMS and its co-venturers produced oil, gas, and condensate offshore for export and sale.
Full case includes Shepard's, Headnotes, Legal Analytics from Lex Machina, and more.
597 F.3d 311 *; 2010 U.S. App. LEXIS 2760 **
MARATHON E.G. HOLDING LIMITED AND MARATHON E.G. PRODUCTION LIMITED, Plaintiffs - Appellants v. CMS ENTERPRISES COMPANY, Defendant - Appellee
Prior History: [**1] Appeal from the United States District Court for the Southern District of Texas.
Marathon E.G. Holding Ltd. v. CMS Enters. Co., 2008 U.S. Dist. LEXIS 100847 (S.D. Tex., Dec. 15, 2008)Marathon E.G. Holding, Ltd. v. CMS Enters. Co., 2008 U.S. Dist. LEXIS 58204 (S.D. Tex., July 30, 2008)
indemnity, Taxes, withholding tax, indemnify, net operating loss, district court, indemnity provision, settlement, summary judgment, accrued, indemnity claim, parties, terms, accrual date, tax audit, negotiations, time period, indemnification, time-barred, reduction, Oil, statute of limitations, breach of contract, Attributes, indemnitee, condition precedent, usage, prior negotiations, pay tax, circumstances
Civil Procedure, Appeals, Standards of Review, De Novo Review, Summary Judgment, Appellate Review, Standards of Review, Entitlement as Matter of Law, Appropriateness, Judgments, Evidentiary Considerations, Genuine Disputes, Legal Entitlement, Materiality of Facts, Business & Corporate Compliance, Contracts Law, Contract Conditions & Provisions, Indemnity Clauses, Contracts Law, Contract Interpretation, Ambiguities & Contra Proferentem, General Overview, Parol Evidence, Tax Law, Retirement Plans, Tax Year, Accounting Period Definitions, Defenses, Affirmative Defenses, Statute of Limitations, Conditions Precedent, Pleadings, Complaints, Prelitigation Notices