Velandera Petrophysical Consulting, LLC, Gbenga Funmilayo, Keith Ferguson, Patty Abney, Cathy Brinkley, Akintunde Ademola, Olukemi Funmilayo v. Velandera Energy Partners LLC

Judgment rendered January 12, 2022.
Application for rehearing may be filed
within the delay allowed by Art. 2166,
La. C.C.P.

No. 54,128-CA

COURT OF APPEAL
SECOND CIRCUIT
STATE OF LOUISIANA

*****

VELANDERA PETROPHYSICAL Plaintiffs-Appellants
CONSULTING, LLC, GBENGA
FUNMILAYO, KEITH FERGUSON,
PATTY ABNEY, CATHY BRINKLEY,
AKINTUNDE ADEMOLA, OLUKEMI
FUNMILAYO

versus

VELANDERA ENERGY PARTNERS LLC Defendant-Appellee

*****
Appealed from the
Third Judicial District Court for the
Parish of Union, Louisiana
Trial Court No. 48,640

Honorable Jeffrey L. Robinson, Judge

*****

SMITH & NWOKORIE, LLC Counsel for Appellants
By: Anselm N. Nwokorie
Brian G. Smith

SHOTWELL, BROWN & SPERRY, APLC Counsel for Appellee
By: C. A. Martin, III

*****

Before PITMAN, STONE, COX, STEPHENS, and HUNTER, JJ.

PITMAN, J., concurs in the result.

HUNTER, J., dissents with written reasons.

STONE, J., dissents for reasons assigned by J. HUNTER.

COX, J.

Velandera Petrophysical Consulting, LLC (“Velandera Consulting”),

Gbenga Funmilayo (“Funmilayo”), Keith Ferguson (“Ferguson”), Patty

Abney (“Abney”), Cathy Brinkley (“Brinkley”), Akintunde Ademola

(“Ademola”), and Olukemi Funmilayo (“Olukemi”), collectively referred to

as “Plaintiffs,” filed a petition against Velandera Energy Partners, LLC

(“Velandera Energy”). Velandera Energy filed an exception of res judicata,

which the district court sustained. Plaintiffs now appeal. For the following

reasons, we affirm the district court’s judgment.

FACTS

Funmilayo is a member of Velandera Consulting, which has been in

business since at least 2014. As of October 2016, Velandera Consulting

employed six professionals—Funmilayo, Olukemi, Ferguson, Abney,

Brinkley, and Ademola.1 Velandera Consulting was in the business of

researching, sourcing, and negotiating oil and gas interests for other

companies to purchase.

In 2017, Funmilayo, on behalf of Velandera Consulting, approached

Manish Raj (“Raj”) about purchasing oil and gas targets that Velandera

Consulting had been developing to sell. At this time, Funmilayo would

sometimes do business as Velandera Partners, although the record does not

indicate this “partnership” was ever a registered business. Raj agreed to

fully fund and own Velandera Partners and purchase some of the oil and gas

targets that Velandera Consulting had been developing.

1
According to the transcript during the hearing on September 24, 2020, these
individuals were never members of or employees of Velandera Energy Partners, LLC,
and their services were obtained by Funmilayo on behalf of Velandera Consulting.

Raj registered Velandera Energy with the Texas Secretary of State on

January 22, 2018. Raj and Schanti Corporation (a corporation owned by

Raj) are the sole members of Velandera Energy. Raj hired Funmilayo, in his

individual capacity, to manage Velandera Energy in June 2018. Velandera

Energy, through Funmilayo, had engaged the services of Velandera

Consulting to source, vet, and negotiate several acquisition targets, including

“Elevation, Henry, ERG, Amplify, Foothills, BlueRock, Alta Mesa, and

SWN.” On July 19, 2018, Funmilayo was removed as manager of

Velandera Energy.

Actions by Funmilayo while acting as manager prompted Velandera

Energy to fire Funmilayo. Velandera Energy and Funmilayo participated in

a mandatory arbitration, which occurred in Texas, and which arbitration was

initiated by Funmilayo after Velandera Energy filed suit to enjoin Funmilayo

from further action regarding Velandera Energy. The arbitration award was

entered on January 7, 2019, and a Texas state court confirmed the arbitration

award. The arbitration resulted in the following:

1. Manish Raj and Schanti Corp. are the sole members of
Velandera Energy Partners, LLC.

2. Gbenga Funmilayo is not and never was a member of
Velandera Energy Partners, LLC.

3. Funmilayo no longer has the right to act as a manager of
Velandera, effective July 19, 2018 at 4:30 p.m.

4. Actions taken by Funmilayo in the purported capacity of
member or manager of Velandera on or after July 19, 2018,
are invalid.

5. Action taken by Funmilayo to admit members to Velandera
without the participation of Manish Raj and Schanti Corp.,
including the admission of Akintunde Ademola, Michael O.
Ojo, and Olukemi Funmilayo, are invalid.

2

6. The “Contract Agreement between Velandera Energy
Partners, LLC and Gbenga Funmilayo of Velandera
Petrophysical Consulting LLC” is invalid and
unenforceable.

The following injunctive relief was confirmed by the Texas court:

1. Velandera Energy Partners LLC’s claims for money
damages are denied.

2. Funmilayo’s claim for attorney fees in connection with his
motion to compel arbitration is granted as to Velandera
Energy Partners LLC in the amount of $4,900.

3. All other claims by Funmilayo are denied.

4. The administrative fees and expenses of American
Arbitration Association totaling $6,250 shall be borne as
incurred and previously paid to the Association, and the
compensation for expenses of the arbitrator totaling $10,745
shall be borne 25% by Velandera Energy Partners LLC and
75% by Funmilayo. Therefore, Funmilayo shall reimburse
Velandera Energy Partners LLC the additional sum of
$8,058.75, representing that portion of said fees and
expenses in excess of the apportioned costs previously
incurred by Velandera Energy Partners LLC, Manish Raj
and Shanti Corp.

On January 22, 2019, Plaintiffs filed a petition against Velandera

Energy in Union Parish, Louisiana. Plaintiffs alleged that in October 2017,

they secured the acquisition of SWN, located in Union Parish, Louisiana, for

Velandera Energy and continued to provide services to Velandera Energy

until July 19, 2018. They alleged that Velandera Energy agreed to assign

Velandera Consulting a 25 percent overriding royalty interest (“ORRI”) in

SWN in a contract agreement with the date of acquisition as the effective

date.2 Plaintiffs alleged in their petition that as of July 19, 2018, Velandera

2
Plaintiffs stated that they attached this contract as “Exhibit A” to the petition,
but there are no attachments filed in the record. However, the contract between
Velandera Energy and Funmilayo is included in the record, which includes a 25% ORRI
regarding the SWN asset. This ORRI contract was ruled invalid and unenforceable by
the arbitration and Texas judgment.

3

Energy owed them $4,393,553 in compensation, costs, and expenses for

services rendered. Plaintiffs also alleged that Velandera Energy agreed that

Plaintiffs would manage and operate the acquired assets and be compensated

with 25 percent of the net revenue from the asset. Velandera Energy closed

on the SWN asset on July 12, 2018. Plaintiffs alleged that Velandera Energy

has refused to assign to them the ORRI, make any payments, or record the

ORRI contract in the conveyance records of Union Parish. Plaintiffs

claimed that the value of the SWN asset was $45 million, Velandera Energy

only contributed $822,748.20 toward the acquisition, Velandera Energy was

enriched by at least $44 million, and Plaintiffs were impoverished by

$4,393,553.

Plaintiffs made the following claims in their petition: specific

performance of contract, fraudulent transfer, unjust enrichment/quantum

meruit, and fraud. Plaintiffs also requested the award of attorney fees and

costs.

On May 15, 2019, Plaintiffs amended their petition, adding Raj as an

individual defendant. Plaintiffs amended their causes of action to include

detrimental reliance and bad faith obligor and withdrew the fraud claim. On

July 24, 2019, Plaintiffs filed a second amended and supplemental petition.

Plaintiffs added Holly Carpenter, an employee of Velandera Energy, as a

defendant, added defamation as a cause of action, and withdrew the action

for bad faith obligor. On October 14, 2019, Plaintiffs filed a third

supplemental petition and withdrew the causes of action for specific

performance and fraudulent transfer based on the ORRI contract.

4

On November 25, 2019, the district court signed an order regarding

the following exceptions filed by Velandera Energy and argued on

September 19, 2019:

• Declinatory exception of lack of personal jurisdiction filed by Raj—

Granted and dismissed with prejudice.

• Declinatory exception of lack of procedural capacity filed by

Velandera Energy—Granted and Velandera Consulting granted an

extension until October 16, 2019, to supplement the record with the

actual certificate of authority from the Louisiana Secretary of State.

• Dilatory exception of vagueness or ambiguity of the petition for

specific performance of contract/fraudulent transfer filed by

Velandera Energy—Granted and Plaintiffs given extension until

October 16, 2019, to amend their pleading.

• Peremptory exception of no cause of action with respect to claim of

attorney fees filed by Velandera Energy—Granted and dismissed

with prejudice.

• Peremptory exception of no cause of action with regard to unjust

enrichment claims of Velandera Consulting and Funmilayo filed by

Velandera Energy—Granted and dismissed with prejudice.

• Declinatory exception of lack of subject matter jurisdiction;

Peremptory exceptions of no cause of action and no right of action

filed by Velandera Energy—Denied.

• Dilatory exception of improper cumulation of actions, including

improper joinder of parties field by Carpenter—Granted; defamation

claims by Funmilayo against Carpenter are dismissed without

5

prejudice; all other exceptions filed by Carpenter are dismissed as

moot.

On December 13, 2019, Velandera Energy answered the original

petition and three supplemental petitions, but because of the order issued by

the district court in November 2019, it only addressed the second and third

supplemental petitions that remained after the exceptions were granted.

Velandera Energy argued that Plaintiffs failed to state an action upon which

relief can be granted. Velandera Energy generally denied the allegations in

the petitions, but specifically denied the allegation that it requested

Velandera Consulting perform any work of any type with regard to the

alleged target properties. It also denied that the work performed by

Velandera Consulting was exclusively performed for Velandera Energy and

stated it did not accept the services. Velandera Energy admitted to entering

into a bill of sale with SWN Production Company, LLC.

Velandera Energy argued that Plaintiffs did not allege any act,

omission, breach, or fault by it which was the proximate cause of Plaintiffs’

alleged loss. It argued that any loss or damage to Plaintiffs was the result of

Plaintiffs’ negligence or the acts of a third party, which would result in a bar

to or a diminution of recovery by Plaintiffs. Velandera Energy also asserted

that Plaintiffs failed to mitigate any alleged damages that they might have

sustained. Velandera Energy argued that Plaintiffs’ claims are barred in

whole or in part by the doctrines of waiver, estoppel, laches, assumption of

risk, ratification, impossibility, and/or unclean hands. Finally, it pled the

affirmative defense of res judicata.

6

Velandera Energy filed a supplemental petition to recognize foreign

judgment. As detailed above, a Texas court issued its judgment on January

18, 2019,3 confirming the arbitration award. The Louisiana district court

recognized the Texas judgment and granted the judgment full faith and

credit in the State of Louisiana on June 18, 2020.

Velandera Energy asserted that res judicata applied to the plaintiffs

who were not specifically named in the Texas judgment because they were

adequately represented in the arbitration and the claims raised in the

arbitration arose out of the same transaction and occurrence as set forth in

the petitions in this matter. Plaintiffs argued that res judicata did not apply

because they were not signatories to any agreement with Velandera Energy,

Funmilayo was not authorized to arbitrate on their behalf, and they are not

bound by the arbitration agreement between Funmilayo and Velandera

Energy.

A hearing on the exception of res judicata was held on September 24,

2020. Court Smith (“Mr. Smith”),4 Velandera Energy’s attorney from the

Texas suit, testified regarding the Texas litigation and arbitration. He stated

that during the arbitration, Funmilayo asserted claims that both he and his

team were entitled to compensation. He testified that Funmilayo argued in a

motion after the arbitration that he only appeared in arbitration only as a

manager of Velandera Energy, not in his individual capacity or on behalf of

Velandera Consulting, but the Texas court denied the motion. Mr. Smith

3
Plaintiffs Ferguson, Abney, and Brinkley were not named in the Texas
judgment.
4
His name is listed as “Clark Smith” in the transcript, but it is a typographical
error and should read “Court Smith.”

7

stated that it was his understanding that the net revenue and ORRI were, in

effect, the same thing. He testified that although the arbitration award does

not mention net revenue, it was discussed in testimony during the arbitration.

Funmilayo testified that his attorney in the Texas suit only represented

him in his capacity as manager of Velandera Energy. Funmilayo, who

testified to having a Ph.D. in petroleum engineering, stated that net revenue

and ORRI are not the same. Funmilayo stated that the net revenue was not

discussed in arbitration. He stated that the net revenue agreement was

partially memorialized in an email prior to the formation of Velandera

Energy Partners, on January 12, 2018.5

On December 11, 2020, the district court granted Velandera Energy’s

exception of res judicata and dismissed the claims with prejudice. The

district court found that the allegations of the petitions in this matter arose

out of the same transactions and occurrences as those stated and resolved in

the arbitration and confirmed by the Texas judgment.

Plaintiffs now appeal the district court’s judgment granting the

exception of res judicata.

DISCUSSION

All of the Plaintiffs’ arguments center around the arbitration

agreement and whether it should have been ruled res judicata. They argue

that according to the Federal Arbitration Act, Louisiana Arbitration Law,

and Texas Arbitration Act, an arbitration award is only binding and

enforceable on parties who have agreed to arbitrate the dispute. Thus, the

5
This alleged email agreement is not in the record.

8

threshold question is whether they have agreed to arbitrate. Appellants

argue that they were not parties to the operating agreement that required the

arbitration; therefore, the arbitration does not apply to them. They highlight

that the arbitration was only between Velandera Energy and Funmilayo and

they were not added to the Texas suit or arbitration. They also state that

they did not seek to benefit from the operating agreement or Funmilayo’s

employment agreement.

Velandera Energy argues that res judicata applies when a party’s

interests are adequately represented in the prior action, including arbitration.

It asserts that nonparties can be “privies” and adequately represented by

“virtual representation.” Velandera Energy argues that even though the

Appellants were not parties to the arbitration agreement, the issues of unjust

enrichment and detrimental reliance were fully litigated in Texas. It asserts

that the Texas judgment and the allegations in the current suit arise out of

the same transactions, making it an issue of res judicata. It argues that

Appellants’ interests were adequately represented by Funmilayo as a

member and manager of Velandera Consulting.

When an objection of res judicata is raised before the case is

submitted and evidence is received on the objection, the standard of review

on appeal is traditionally manifest error with regard to factual findings of the

district court. Glob. Mktg. Sols., L.L.C. v. Chevron U.S.A. Inc., 2018-1765,

(La. App. 1 Cir. 9/27/19), 286 So. 3d 1054, writ denied, 2019-01886 (La.

2/10/20). However, the res judicata effect of a prior judgment is a question

of law that is reviewed de novo on appeal. Id.

9

The doctrine of res judicata is not discretionary and mandates the

effect to be given final judgments. The burden of proving the facts essential

to sustaining the objection is on the party pleading the objection. If any

doubt exists as to its application, the exception raising the objection of res

judicata must be overruled and the second lawsuit maintained. The concept

should be rejected when doubt exists as to whether a plaintiff’s substantive

rights actually have been previously addressed and finally resolved. Id.

The doctrine of res judicata precludes the relitigation of all causes of

action arising out of the same transaction and occurrence that were the

subject matter of a prior litigation between the same parties. Oliver v.

Orleans Par. Sch. Bd., 2014-0329 (La. 10/31/14), 156 So. 3d 596.

Louisiana’s res judicata statute, La. R.S. 13:4231, provides:

Except as otherwise provided by law, a valid and final
judgment is conclusive between the same parties, except on
appeal or other direct review, to the following extent:

(1) If the judgment is in favor of the plaintiff, all causes of
action existing at the time of final judgment arising out of the
transaction or occurrence that is the subject matter of the
litigation are extinguished and merged in the judgment.

(2) If the judgment is in favor of the defendant, all causes of
action existing at the time of final judgment arising out of the
transaction or occurrence that is the subject matter of the
litigation are extinguished and the judgment bars a subsequent
action on those causes of action.

(3) A judgment in favor of either the plaintiff or the defendant
is conclusive, in any subsequent action between them, with
respect to any issue actually litigated and determined if its
determination was essential to that judgment.

The central inquiry is whether the second action asserts a cause of

action which arises out of the transaction or occurrence which was the

subject matter of the first action. This serves the purpose of judicial

10

economy and fairness by requiring the plaintiff to seek all relief and to assert

all rights which arise out of the same transaction or occurrence. Oliver v.

Orleans Par. Sch. Bd., supra. The Louisiana Supreme Court has set out the

following five prerequisites for a finding of res judicata under the revised

statute: (1) the judgment is valid; (2) the judgment is final; (3) the parties are

the same; (4) the cause or causes of action asserted in the second suit existed

at the time of the final judgment in the first litigation; and (5) the cause or

causes of action asserted in the second suit arose out of the transaction or

occurrence that was the subject matter of the first litigation. Id.

Regarding the first and second factors, the arbitration agreement was

confirmed by the Texas district court in a valid, final judgment. As to the

fourth factor, the allegations of nonpayment existed in 2019, at the time of

the first litigation and arbitration.

As to the third factor, jurisprudence does not require that the parties in

the two lawsuits be physically identical as long as they share the same

quality as parties. Wicker v. Louisiana Farm Bureau Cas. Ins. Co., 2018-

0225 (La. App. 1 Cir. 9/21/18), 257 So. 3d 817. The preclusive effect of a

judgment binds the parties to the action and nonparties who are deemed

“privies” of the parties in these limited circumstances: (1) the nonparty is a

successor in interest of a party; (2) the nonparty controlled the prior

litigation; or (3) the nonparty’s interests were adequately represented by a

party to the action who may be considered the “virtual representative” of the

nonparty because the interests of the party and the nonparty are so closely

aligned. Davisson v. Davisson, 52,015 (La. App. 2 Cir. 5/23/18), 248 So. 3d

633.

11

The parties in the Texas suit/arbitration are not absolutely identical to

the parties in the suit before us. The Texas suit was initiated by Velandera

Energy against Funmilayo, they were the only two named parties and both

participated in the arbitration. In the instant suit, Velandera Consulting,

Funmilayo, Ferguson, Abney, Brinkley, Ademola, and Olukemi were all

originally listed as plaintiffs. Not all of the Plaintiffs in the current suit were

named in the Texas judgment. However, all of the individuals listed in the

current suit were employees of Funmilayo and Velandera Consulting.6

Velandera Consulting was hired to source mineral acquisitions for Velandera

Energy. Therefore, any arguments by the individuals that they were not

properly compensated for work performed on the Velandera Energy projects

were “closely aligned,” and actually identical to the claims Velandera

Consulting and Funmilayo had alleged improper compensation for the same

projects. The district court did not err in finding that Funmilayo and

Velandera Consulting were “virtual representatives” of the current Plaintiffs

in the previous Texas suit.

The fifth and final requirement for res judicata is whether the causes

of action in the current suit arose out of the same transaction or occurrence

that was the subject of the Texas suit. The central inquiry is not whether the

second action is based on the same cause or cause of action (a concept which

is difficult to define) but whether the second action asserts a cause of action

which arises out of the transaction or occurrence which was the subject

6
There is no formal contract between Funmilayo and the Plaintiffs listed in this
suit. According to Appellant’s counsel, Funmilayo and the Plaintiffs only worked
together. The record clearly shows Funmilayo was in charge of obtaining the Plaintiffs’
services in developing the acquisition through Raj and Velandera Energy and that Raj
and Velandera Energy never hired those individuals.

12

matter of the first action. This serves the purpose of judicial economy and

fairness by requiring the plaintiff to seek all relief and to assert all rights

which arise out of the same transaction or occurrence. La. R.S. 13:4231,

comment (a).

In determining whether the instant suit arose out of the same

transaction or occurrence as the Texas suit, the district court made a finding

of fact after reviewing the evidence filed in the record and presented at the

hearing. Funmilayo testified that his attorney in the Texas suit only

represented him only in his capacity as manager of Velandera Energy and

that the net revenue was not discussed in arbitration. On the other hand, Mr.

Smith testified that during the arbitration, Funmilayo asserted claims that

both he and his team were entitled to compensation. He stated that although

the arbitration award does not mention net revenue, it was discussed in

testimony during the arbitration. The suit before us is for nonpayment,

which was also discussed in the Texas arbitration.

We find that the district court was not manifestly erroneous in

evaluating the evidence and making a factual finding that both the Texas suit

and current suit arise out of the same transaction or occurrence. In the Texas

suit, Funmilayo asserted claims that he and “his team” had incurred costs,

expenses, and unpaid wages for the work performed for Velandera Energy

on the SWN acquisition. The current suit also alleges non-payment for work

performed on the SWN acquisition. Therefore, as the district court found,

both suits arose out of the same transaction—Velandera Consulting’s work

performed on the SWN acquisition. For this reason, the fifth requirement of

res judicata has been met. Because all five elements of res judicata have

13

been met under our de novo review of the record, we affirm the district

court’s judgment.

CONCLUSION

Based on our review of the record, we affirm the judgment of the

district court, which sustained the exception of res judicata. Costs associated

with this appeal are cast on Plaintiffs.

AFFIRMED.

14

HUNTER, J., dissenting.

Under res judicata a second action is precluded when there is a valid

final judgment, the parties are the same, the cause of action existed at the

time of the final judgment in the first action, and the cause of action asserted

in the second suit arose out of the transaction or occurrence which was the

subject of the first litigation. La. R.S. 13:4231. The preclusive effect of a

judgment binds the parties to the action and nonparties who are deemed the

“privies” of the parties in a situation when the nonparty’s interests were

adequately represented by a party in the first action who is considered the

“virtual representative” of the nonparty because the interests of the party and

the nonparty are so closely aligned. Forum for Equality PAC v. McKeithen,

2004-2551 (La. 1/19/05), 893 So. 2d 738.

The concept of virtual representation is narrowly construed and is not

satisfied merely by showing that the party and the nonparty have common or

parallel interests in the factual and legal issues presented in the respective

actions. Hudson v. City of Bossier, 33,620 (La. App. 2 Cir. 8/25/00), 766

So. 2d 738, writ denied, 2000-2687 (La. 11/27/00), 775 So. 2d 450. Virtual

representation requires there be a legal relationship in which a party to the

first suit is accountable to nonparties who file a subsequent suit raising

similar issues. Condrey v. Howard, 28,442 (La. App. 2 Cir. 8/21/96), 679

So. 2d 563, writ denied, 96-2335 (La. 11/22/96), 683 So. 2d 281.

A person who has been enriched without cause at the expense of

another is bound to compensate that person. La. C.C. art. 2298. A claim of

unjust enrichment requires: (1) an enrichment, (2) an impoverishment, (3) a

connection between and an absence of justification for the enrichment and

1

impoverishment, and (4) the lack of another remedy at law. Matter of BCL

Investments, LLC, 52,387 (La. App. 2 Cir. 1/16/19), 264 So. 3d 675, writ

denied, 2019-0276 (La. 4/22/19), 268 So. 3d 296.

A party not entitled to an action in contract has an action in quasi

contract under the theory of quantum meruit when his work provides a

benefit to defendant. Quantum meruit provides a remedy where equity

demands recovery which is not available in tort or contract. Quantum meruit

is appropriate when a defendant is enriched by a plaintiff’s time, talent,

labor, or where plaintiff’s efforts inure to defendant’s benefit under

circumstances implying an obligation to pay for the services rendered.

Fullerton v. Scarecrow Club, Inc., 440 So. 2d 945 (La. App. 2 Cir. 1983).

Quantum meruit awards are determined after considering the extent and skill

of the work performed and the value and benefit received by defendant from

plaintiff’s work. Fullerton, supra. The principles of quasi contract apply in

situations where, absent an express agreement, one party performed services

for the benefit of another. Smith v. Hudson, 519 So. 2d 783 (La. App. 1 Cir.

1987).

The individual plaintiffs in this case, Patty Abney, Cathy Brinkley,

Keith Ferguson, Akintunde Ademola, and Olukemi Funmilayo, allege in

their petitions they performed professional services related to evaluating and

sourcing the SWN property. Plaintiffs argue they should be compensated by

Velandera Energy under the theory of quantum meruit because it gained a

benefit from their services. There is nothing in the record to suggest (1)

their professional services rendered did not form the basis for any future

business dealings and (2) their intellectual property, which served as the

2

impetus to the matter before the court, was not utilized for the other party’s

benefit.

Velandera Energy argues the plaintiffs’ claims were already

considered in the arbitration proceeding because Gbenga Funmilayo

(“Funmilayo”) was also representing their interests. Velandera Energy can

only point to several paragraphs in Funmilayo’s arbitration counterclaim and

a single sentence in his post-hearing brief to support its assertion Funmilayo

was representing the claims of the individual plaintiffs to recover for the

value of their services. Velandera Energy also presented the testimony of its

own attorney, who could only assert in the arbitration Funmilayo referred to

the management team of Velandera Consulting, alleged a total amount

owed, and referred to the overriding royalty interest (ORRI) as a means of

payment.

This testimony failed to demonstrate any evidence was presented

during the arbitration regarding the extent of the particular services the

plaintiffs provided or the value of those services to Velandera Energy.

Without such evidence being presented to the arbitrator, it cannot be fairly

deduced the interests of the individual plaintiffs were adequately represented

by Funmilayo or that their claims to be compensated for the services each

performed were actually litigated in the arbitration proceeding.

Based upon this record, Velandera Energy failed to satisfy its burden

of proving Funmilayo acted as the virtual representative of the individual

plaintiffs in the arbitration hearing. Thus, the trial court erred in granting the

exception of res judicata as to the individual plaintiffs, who should have the

opportunity to present any evidence they have to pursue their claims for

3

payment of the value of their services which ultimately directly benefitted

Velandera Energy.

Consequently, I would reverse the judgment in part as to the claims of

the individual plaintiffs to recover the value of their services based on

considerations of quantum meruit and unjust enrichment.

4