Can Consent of an Assignment be Withheld Arbitrarily?

In Carrizo Oil & Gas, Inc. v. Barrow-Shaver Res. Co., No. 12-15-00083-CV, 2017 App. LEXIS 821 (Tex. Civ. App. -Tyler January 31, 2017) the Court of Appeals concluded that if a consent-to-assignment provision fails to include a reasonableness clause, the consenting party has an unqualified right to withhold consent. Texas law does not require reasonableness or good cause to withhold consent. The dispute in Carrizo Oil & Gas, Inc. arose from the interpretation of a consent-to-assignment provision in a farmout agreement between Carrizo Oil & Gas, Inc. ("COG") and Barrow-Shaver Resources Company ("BSR"). After initial discussions and negotiations over a…
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Interpretation of Mineral Deed to Grant Mineral Interest Despite “Lease-like” Language

In Richardson v. Mills, No. 12-15-00170-CV, 2016 App. LEXIS 7316 (Tex. Civ. App. - Tyler, July 12, 2016) the Court of Appeals concluded that an instrument that used the word "forever" in the habendum and warranty clauses was not a mineral lease, but was an unambiguous mineral deed. Although the instrument included consideration for future services, it lacked any implied covenant for development. The dispute in Richardson arose from the interpretation of a 1906 instrument, which pertained to the minerals under property in Nacogdoches County. Appellees, Donald Roger Miller, Rhonda Mills, and Beverly Mills Pool (collectively, the "Mills"), owned an undivided…
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New Lease or Top Lease? Lessor’s Intent Will Govern

In Anadarko Petroleum Corp. v. TRO-X, L.P., No. 08-15-00158-CV, 2016 Tex. App. LEXIS 2861, the El Paso Court of Appeals concluded that the execution of new leases operated to terminate and release old leases covering the same lands. Id., at *22. The Court recognized that there was not enough evidence to show (i) that the Lessors placed any emphasis on the execution of a separate release of the old leases to make the new leases effective, or (ii) that the Lessors intended for the new leases to be top leases that would come into effect only upon the recordation of…
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