This article first appeared on the Disputing Blog, here.
On Friday, the Supreme Court of Texas agreed to hear oral argument following reinstatement of a petition for review regarding whether a non-signatory assignee may be compelled to arbitration following an indemnity dispute. The facts of the case were discussed in a previous Disputing blog post:
In Wagner Oil Co. v. Apache Corp., No. 19-0243, Texas-based Wagner Oil Company (“WOC”) purchased certain Louisiana oil and gas assets from Apache Corporation by executing a purchase and sale agreement (“PSA”). The PSA was signed by Bryan Wagner on behalf of WOC. The PSA included an arbitration provision that incorporated the American Arbitration Association’s (“AAA”) Commercial Rules.
Soon after, an officer for WOC, Patterson, assigned the oil and gas assets that were purchased from Apache to Bryan Wagner, Trade Exploration Corporation, and Wagner & Cochran, Inc. The new assignment included the same effective date as the original one and specifically stated it was subject to the terms of the earlier assignment.
Later, Apache and WOC were sued by third parties several times in Louisiana. After defending the lawsuits, Apache filed an arbitration demand against WOC, Bryan Wagner, Trade Exploration, and Wagner & Cochran (the “Entities”). According to Apache, the company was entitled to recover approximately $15 million from the various Entities as their share of the costs related to defending and settling the lawsuits.
In response, the Entities filed an action for a declaratory judgment in Tarrant County, Texas. Among other things, the Entities claimed Bryan Wagner, Trade Exploration, and Wagner & Cochran could not be compelled to arbitrate because they did not sign the PSA. In addition, the Entities argued none of them had a duty to indemnify Apache. Apache countered by claiming the question of arbitrability was for an arbitrator to decide under the AAA’s Rules.
After much back and forth, the trial court denied Apache’s motion to compel arbitration and the company filed an interlocutory appeal with the Second District Court of Appeals in Fort Worth. The appellate court held the “trial court erred in its construction of the parties’ arbitration agreement” and vacated the lower court’s order. The Entities then filed an unsuccessful motion for en banc reconsideration.
In October 2019, the state’s highest court denied the petition without further explanation. In April, however, the Texas Supreme Court reinstated the Entities’ petition for review. Oral argument in the dispute is currently scheduled for February 3, 2021.