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Ramco Oil & Gas, Ltd. v. Anglo-Dutch (Tenge) L.L.C.

Ramco Oil & Gas, Ltd. v. Anglo-Dutch (Tenge) L.L.C.

Court of Appeals of Texas, Fourteenth District, Houston

October 19, 2006, Judgment Rendered ; October 19, 2006, Substitute Opinion Filed

NO. 14-04-00433-CV

Opinion

 [*803] SUBSTITUTE OPINION

This case arises out of a business dispute over interests in a foreign oil and gas field. After a lengthy trial involving complicated facts and extensive expert testimony, the trial court rendered judgment on the jury's verdict, awarding plaintiffs/appellees/cross-appellants $ 6.4 million in lost profits, plus attorney's fees and interest, based on their breach-of-contract claims against defendants/appellants/cross-appellees. The main issue on appeal is whether the evidence proves with reasonable certainty the profits appellees claim to have lost [**2]  as a result of appellants' breaches of contract. We conclude that it does not. We also conclude that the trial court correctly granted summary judgment as to appellees' claims for breach of fiduciary duty, misappropriation, and misappropriation of trade secrets. Accordingly, we reverse the trial court's judgment and render judgment that appellees take nothing against appellants.

 [*804] I. OVERVIEW

Scott Van *** repeatedly tried without success to realize his "dream and business plan" by purchasing the equity of a company with development rights in a potentially lucrative oil and gas field in Kazakhstan so that he could try to profitably develop this field. After learning that another company had acquired these development rights, Van *** concluded that the purchaser acquired these rights by using confidential information obtained in violation of confidentiality agreements. Van ***'s companies filed suit against the companies he believed had breached these agreements and misappropriated confidential information and trade secrets.

II. FACTUAL AND PROCEDURAL BACKGROUND

In 1992, Van *** and appellee/cross-appellant Anglo-Dutch Petroleum International, Inc. (hereinafter "AD [**3]  International"), a Texas corporation in which he was a principal, became involved in a group of companies that sought to identify, evaluate, and determine the feasibility of oil and gas opportunities in the former Soviet Union. Sugarland Oil Company, a Delaware corporation, was also a member of this group. The group purchased geological and geophysical data on a field in Kazakhstan known as the Tenge Field. The Soviet Union had produced gas from shallow horizons in the Tenge Field, and this data showed potential oil horizons beneath the gas.

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207 S.W.3d 801 *; 2006 Tex. App. LEXIS 9005 **; 167 Oil & Gas Rep. 66

RAMCO OIL & GAS LTD. AND RAMCO ENERGY PLC, Appellants/Cross-Appellees v. ANGLO-DUTCH (TENGE) L.L.C. AND ANGLO-DUTCH PETROLEUM INTERNATIONAL, INC., Appellees/Cross-Appellants

Subsequent History: Petition for review denied by Anglo-Dutch (Tenge), LLC v. Ramco Oil & Gas, Ltd., 2007 Tex. LEXIS 220 (Tex., Mar. 2, 2007)

Motion for rehearing on petition for review denied by Anglo-Dutch (Tenge), LLC v. Ramco Oil & Gas, Ltd, 2007 Tex. LEXIS 334 (Tex., Apr. 20, 2007)

Related proceeding at Anglo-Dutch Petroleum Int'l, Inc. v. Greenburg Peden, P.C., 2008 Tex. App. LEXIS 7178 (Tex. App. Houston 14th Dist., Aug. 26, 2008)

Prior History:  [**1]  On Appeal from the 61st District Court. Harris County, Texas. Trial Court Cause No. 00-22588.

Ramco Oil & Gas Ltd. v. Anglo-Dutch (Tenge) L.L.C., 2006 Tex. App. LEXIS 4837 (Tex. App. Houston 14th Dist., June 6, 2006)

CORE TERMS

Plaintiffs', oil, lost profits, calculations, Parties, speculative, financing, trial court, profits, projections, reasonable certainty, joint enterprise, damages, fiduciary duty, Regulations, oil production, acquire, oil and gas, billion, summary judgment, misappropriation, lost-profits, e-mail, breached, rights, confidentiality agreement, funds, team, grant summary judgment, gas production

Contracts Law, Contract Interpretation, Ambiguities & Contra Proferentem, General Overview, Civil Procedure, Appeals, Standards of Review, Trials, Judgment as Matter of Law, Judgment Notwithstanding Verdict, Measurement of Damages, Foreseeable Damages, Lost Profits, Evidence, Testimony, Expert Witnesses, Harmless & Invited Errors, Admissibility, Expert Witnesses, Costs & Attorney Fees, Attorney Fees & Expenses, Summary Judgment, Burdens of Proof, Summary Judgment Review, Standards of Review, Entitlement as Matter of Law, Genuine Disputes, Remedies, Business & Corporate Law, Management Duties & Liabilities, Fiduciary Duties