Springbok Royalty Partners, LLC v. Sarah Woolley

Judgment rendered November 20, 2024.
Application for rehearing may be filed
within the delay allowed by Art. 2166,
La. C.C.P.

No. 55,953-CA

COURT OF APPEAL
SECOND CIRCUIT
STATE OF LOUISIANA

*****

SPRINGBOK ROYALTY Plaintiff-Appellant
PARTNERS, LLC

versus

SARAH WOOLLEY Defendant-Appellee

*****

Appealed from the
First Judicial District Court for the
Parish of Caddo, Louisiana
Trial Court No. 637,080

Honorable Brady O’Callaghan, Judge

*****

THOMAS, SOILEAU, JACKSON Counsel for Appellant,
& COLE, LLP Springbok Royalty
By: Steven E. Soileau Partners, LLC, and for
Third Party Appellee,
Michael Heldoorn

MILLING BENSON WOODWARD, LLP Counsel for Appellee
By: C. Randall Loewen
Sarah A. Fisher

*****

Before PITMAN, COX, and THOMPSON, JJ.

PITMAN, C. J.

Plaintiff/Appellant Springbok Royalty Partners, LLC (“Springbok”)

appeals a summary judgment granted in favor of Defendant/Appellee Sarah

Woolley (“Woolley”) finding that a letter agreement (“LOI” for letter of

intent) was unenforceable for want of consideration as required by Texas

law and due to its ambiguities. Springbok’s cross-motion seeking specific

performance was denied. For the following reasons, we reverse the

summary judgment granted in Woolley’s favor and remand for further

consideration. We affirm the denial of Springbok’s summary judgment.

FACTS

Springbok is a Delaware limited liability corporation with its

principal place of business located in Dallas, Texas. It is also licensed to do

business in Louisiana and has its principal business office in Baton Rouge.

Springbok entered into an LOI with Woolley, a resident of New York, who

owns land in Caddo Parish, Louisiana. In the agreement, she allegedly

agreed to sell to Springbok her mineral interests from properties located in

Sections 8, 16 and 17 in Township 16 North, Range 15 West, in Caddo

Parish, comprising approximately 238 mineral acres.

Paragraph 1, Description of the Offer, in the LOI dated March 9,

2022, states that Springbok submitted an initial cash offer of $2.3 million

(the “purchase price”) in “consideration for a Mineral Deed . . . dated

effective as of 03/01/2022” for all of the right, title, interest and estate held

and/or owned by Woolley in and to 238.12 net mineral acres underlying the

land described in Exhibit A, including all royalties on production, executive

rights to lease and any and all of her rights relating to the ownership of the

minerals. The description of the offer includes a clause that gives Springbok

a reasonable time to examine the title to the minerals.

Paragraph 2, Acceptance and Termination of Offer, required that

Woolley sign and return an executed counterpart to the LOI before

March 11, 2022, or the offer would automatically terminate and be void.

Paragraph 3, Occurrence of Closing, states as follows:

a. In the event that you do accept this Offer by
executing and delivering to Offeror a duly executed
counterpart to this Letter prior to the Expiration
Time in accordance with Section 2 prior to the earlier
to occur of (i) the Expiration Time and (ii) the
withdrawal or cancellation of this Offer by Offeror
pursuant to Section 2, then, for a period of 60 Business
Days (as defined below) beginning on the day after the
day on which Offeror receives such executed counterpart
to this Letter (such period, the “Pre-Closing Period”), (A)
Offeror shall have the right to acquire all of your
right, title, interest and estate in and to the Minerals
for the Purchase Price (subject to reduction if, and to
the extent, provided in this Letter) and (B) this Letter
shall form a binding agreement and you shall be
deemed to have received good, valuable and sufficient
consideration for your execution and delivery of your
counterpart to this Letter and your performance of
your obligations hereunder (and you shall not take a
position to the contrary). In order to exercise such
purchase right, Offeror shall deliver written notice to you
prior to the expiration of the Pre-Closing Period stating
that Offeror is prepared to close the Transactions (such
notice, a “Closing Notice”). Notwithstanding anything to
the contrary in this Letter or otherwise, in the event that,
prior to the expiration of the Pre-Closing Period, (x)
Offeror does not deliver a Closing Notice to you or (y)
Offeror delivers written notice to you stating that Offeror
has determined that the state of your title in and/or to any
of the Minerals or any other matters related to the
Minerals or the Transactions are not acceptable to
Offeror, then this Letter and the Offer (and the respective
rights and obligations of Offeror and you hereunder and
with respect thereto) shall automatically terminate and be
void and of no further force or effect without any further
action of Offeror or you. (Emphasis added.)

2

Other pertinent paragraphs of the agreement include Paragraphs 8 and

9 which state as follows:

8. Amendments: Time is of the Essence; Governing
Law, Counterparts: This letter may be amended,
modified or supplemented only pursuant to a written
instrument signed by the parties hereto. This Letter shall
be governed by, and construed in accordance with the
laws of the State of Texas without regard to conflicts of
law rules. Time is of the essence to both you and Offeror
in the performance of this Letter. To the extent either
party seeks to enforce this Letter in a legal proceeding,
each side is responsible for its own attorney’s fees and
costs of court, except if Offeror is the prevailing party,
then Offeror shall be entitled to recover its reasonable
attorney’s fees and costs. This Letter may be executed
and delivered (including by facsimile or other electronic
transmission) in one or more counterparts, each of which
shall be deemed an original, but all of which together
shall constitute on (sic) and the same instrument.

9. Execution of Mineral Deed. IN THE EVENT THAT
YOU CHOOSE TO EXECUTE THIS LETTER AND
SUBSEQUENTLY DELIVER THE MINERAL DEED
PURSUANT TO AND IN ACCORDANCE WITH THIS
LETTER, YOU WILL SELL ALL OF YOUR RIGHT,
TITLE INTEREST AND ESTATE IN AND TO THE
MINERAL INTERESTS IN THE PROPERTY(IES)
DESCRIBED IN THE MINERAL DEED.

Woolley executed the LOI on March 11, 2022. Springbok performed

its due diligence and provided a closing notice to Woolley. It also allowed a

time period for Woolley’s attorney to examine the deed and make

suggestions as to certain modifications, including protection for a timber

farm on the surface and an amendment as to price. However, when

Springbok would not negotiate the starting date for the sale of the minerals

from March 1, 2022, to May 1, 2022, Woolley refused to sell and transfer

her mineral rights. In the interim, she had been offered more money for her

mineral rights from another company.

3

In May 2022, Springbok filed suit against Woolley alleging that the

LOI is binding, valid and enforceable; that the company had performed all

the conditions precedent to recover under the agreement; and that Woolley

had breached the agreement. It sought specific performance of the transfer

of the minerals and damages for the losses it sustained as a result of her

failure to sell, including delay damages and any lost mineral production

revenue to which it would have been entitled had the deed been timely

executed, together with legal interest and costs.

On August 1, 2022, Woolley answered, asserted affirmative defenses,

a reconventional demand and a third party demand. Her affirmative

defenses were that she never entered into a binding agreement for the sale of

her family mineral interests because the only document she signed was an

LOI, which she claims is not binding, and that none of the documents relied

upon by Springbok were attached to the petition. She also alleged that there

had been no meeting of the minds and that there was a lack of required

consideration in the agreement for the transfer of the minerals. She further

alleged there was a lack of the required mutuality of obligations, i.e., there

was no agreement for the transfer of the mineral interests as contemplated by

the mineral deed which had not been executed by the parties. She alleged

that the LOI could not be binding because Springbok failed to comply with

its terms and conditions, including, but not limited to, the failure to deliver

the “closing notice.”

In addition to those defenses, Woolley also asserted fraud and

misrepresentation, error or mistake. She alleged that Michael Heldoorn, vice

president of Springbok Business Development, should be found liable for

fraud and misrepresentation against her. She also alleged equitable estoppel
4

should be used to prevent Springbok from asserting claims to enforce the

agreement because it had expressed to her that she was not bound to sell her

mineral interests and that she would be allowed the assistance of counsel in

the transfer of minerals. She claims she relied on these assertions.

Her reconventional demand and third party demand against Springbok

and Michael Heldoorn alleged that she is a co-owner of family property in

Louisiana that is already being mined for minerals and from which, “prior to

the subject intentional, wrongful and malicious actions of Springbok,” she

received her share of the royalties attributable to the Woolley Minerals. She

alleged that in early 2022, Springbok, through Heldoorn, contacted her

regarding the potential for a sale of the minerals and that she was interested

in considering the offer as long as a timber farm on the property would

remain undisturbed. She claimed that the LOI was sent to her via DocuSign,

that she had no input as to its terms and that it would expire within 46 hours

if she did not sign it.

Woolley alleged that because she was leaving the country the day the

agreement was sent to her, she had a conversation with Springbok and by

text stated, “If I submit the signed intent today, I will need time to find a

lawyer to review [the] real contract after I get back to [the] US. What is

your company time frame?”

Woolley further alleged that Springbok’s communications led her to

believe that the LOI was not the final agreement. She stated that Heldoorn

sent her a text confirming that the letter was not a “real contract” and

elaborated, “After you sign the contract, we will then send you the Mineral

Deed for your attorney to review. After your attorney has reviewed, then we

will close. Typical timeframe is a few weeks.”
5

Woolley stated she relied on the communications with Springbok that

the LOI was a nonbinding agreement which would allow the parties to

further pursue the potential for a mutually agreeable purchase and sale of her

mineral interests. In fact, her attorney took part in further negotiations

regarding the proposed Mineral Deed thereby lending more credence to her

assumption that the LOI was not the document which bound her to this sale.

When she did receive the proposed mineral deed, it did not contain the

assurances she sought concerning the timber farm. She alleged she did not

receive the “closing notice” Springbok was to supply, which she claims was

not for the LOI but, instead, was meant to apply to the mineral deed.

Woolley made other claims of damages, including that there is a cloud

on the title of her minerals. She alleged fraud and misrepresentation and

claimed she is entitled to recovery of damages, costs and attorney fees. She

also alleged she had a claim against Springbok for unfair trade practices

pursuant to La. R.S. 51:1401, et seq. (the Louisiana Unfair Trade Practices

Act or “LUTPA”), entitling her to treble damages, payment of costs,

attorney fees and interest thereon.

On August 5, 2022, Woolley filed a motion for partial summary

judgment and argued that there were no genuine issues of material fact and

that she was entitled to judgment as a matter of law dismissing the claims of

Springbok against her. She prayed that her reconventional and third party

demands be maintained.

Springbok and Heldoorn responded to the motion for partial summary

judgment and also filed peremptory exceptions of no cause of action,

claiming Woolley had not pled facts sufficient to state a cause of action for

fraud under LUTPA.
6

Although these pleadings were set for hearing, the trial court deferred

ruling on them until December 14, 2022.

On December 14, 2022, the trial court denied Woolley’s motion for

partial summary judgment, citing Springbok Royalty Partners, LLC v. Cook,

54,788 (La. App. 2 Cir. 11/6/22), 351 So.3d 850, writ denied, 22-01832 (La.

2/14/23), 355 So. 3d 614. It also denied Springbok’s exception of no cause

of action.

In February 2023, Springbok filed its own motion for summary

judgment seeking specific performance of the LOI, and Springbok and

Heldoorn filed a joint motion for summary judgment seeking to dismiss

Woolley’s reconventional and third party demands for fraud and claims

under LUTPA. They argued Heldoorn never made the allegedly fraudulent

statements that Woolley claimed had been made and that there had been no

misrepresentation of material facts made with the intent to deceive and cause

justifiable reliance with resultant injury. Further, they claimed that the range

of prohibited practices under LUTPA is extremely narrow and covers only

fraud, misrepresentation and similar conduct. They argued that none of their

actions were the egregious or immoral conduct covered by LUTPA and that

the demands should be dismissed.

On May 11, 2023, Woolley filed a second motion for summary

judgment seeking dismissal of Springbok’s claims. She asserted that the

LOI she signed is governed by Texas law; and, thus, it is not a binding

contract for want of consideration. She argued that consideration is not valid

if it consists entirely of illusory promises, which is how she interpreted

Springbok’s LOI. She also claimed that the trial court did not have all the

evidence before it with respect to the Cook decision and that because Texas
7

law was not even considered in that case, it is not dispositive of contract

interpretation in the instant case. She argued that she was allowed the right

to choose whether to finalize the deal by signing a mineral deed, which she

ultimately decided not to do. She points out that Springbok created the LOI

and that, if ambiguous, it should be construed against the party that drafted

it. She requested that her hearing on the motion be held the same date as the

pending joint motion for summary judgment filed by Springbok and

Heldoorn.

Springbok and Heldoorn filed oppositions to Woolley’s motions for

summary judgment reiterating their arguments that the LOI for sale of the

minerals was enforceable and negating the claims for fraud and LUTPA.

On June 20, 2023, the trial court heard Woolley’s motion for

summary judgment and the cross-motions for summary judgment filed by

Springbok and Heldoorn in response to Woolley’s motion and the motion on

the reconventional and third party demands.

The trial court issued a judgment on July 19, 2023, finding that it was

undisputed that the choice of law provision expressed in the LOI was Texas

law and that Texas law would be used in its interpretation and enforcement.

It found that “neither party appears to challenge the validity of the choice of

law provision” and that interpretation of the LOI was governed by Texas

law.

The trial court noted that Cook was decided under Louisiana law and

addressed the issue of whether unilateral error sufficient to vitiate consent

was present and whether there was any evidence of fraud. It did not

question whether Texas law applied or the interpretation of the LOI under

8

Texas law. For these reasons, the trial court found that it was not bound by

the ruling in Cook.

The trial court addressed whether a genuine issue of material fact

existed as to the validity of the LOI under Texas law. It found the LOI did

not meet the Texas law requirement of consideration; and, thus, it failed to

be an enforceable option contract for lack of consideration.

The trial court also found that although the LOI states that Woolley

had received good, valuable and sufficient consideration, it does not describe

that consideration. It found the LOI failed to state sufficient consideration

and that there were no genuine issues of material fact regarding the issue;

thus, it failed to constitute a binding contract under Texas law.

The trial court also noted that the LOI would need to comply with

Texas law to be enforced as written. It found that Paragraph 9 of the LOI

contradicted the earlier provision of Paragraph 3 (occurrence of closing) and

created a grammatical ambiguity that the vendor of the mineral rights retains

a choice under the agreement, even after the letter is signed. The court

stated:

As the court reads it, “AND” is a conjunction between
the verbs “execute” and “deliver,” making each of them
an infinitive with the preposition “to” and both therefore
subject to the verb “choose.”

It found its interpretation was directly at odds with Springbok’s assertion

that signing the letter created an obligation to deliver and sell. It stated that

it found the plain language of the sentence “in no way suggests that delivery

of the deed is mandatory, nor does it suggest that such delivery is a

necessary consequence of the choice to execute.” It stated that the

9

ambiguity provided a second independent basis for finding the agreement

unenforceable.

The trial court considered Woolley’s reconventional and third party

demands for fraud and violation of LUTPA and stated that they depended on

the LOI being enforceable. Therefore, it found that the issues were moot.

Woolley’s summary judgment was granted against Springbok, and the

LOI between the parties was declared unenforceable as a matter of law.

Springbok and Heldoorn’s joint motion for summary judgment was denied

as moot.

Springbok appeals the grant of Woolley’s summary judgment finding

the LOI to be unenforceable and dismissing its case against her. It also

appeals the denial of its summary judgment seeking specific performance.

DISCUSSION

Springbok argues that the trial court erred in failing to consider the

enforceability of the LOI pursuant to Louisiana law and that it is enforceable

under both Texas and Louisiana law. It asserts that Woolley acknowledged

in writing that she received good and valuable consideration and forfeited

her right to claim otherwise. For those reasons, it contends that the trial

court erred in finding that pursuant to Texas law, the LOI must recite

purported consideration to be enforceable. Next, it argues that the trial court

erred by interpreting the sections and clauses of the LOI in isolation and

creating ambiguities, which this court had not found to exist in the identical

LOI in Cook, supra.

Springbok contends that while district courts are to apply the law

expressly chosen by the parties in their agreement, there is an important

caveat allowing a departure from that instruction where the law contravenes
10

public policy of the state whose law would otherwise be applicable. In this

case, it claims Louisiana law should be considered the applicable law.

Springbok claims that because Louisiana law applies, the issue

involving “consideration” is irrelevant. Pursuant to the LOI, it was required

to ascertain whether Woolley’s title was good; and when that due diligence

process began, Springbok supplied actual consideration.

Springbok also argues that the Cook opinion addressed an identical

option to buy minerals and found that its LOI was unambiguous and was

enforceable. It contends that if Woolley chose to sign the LOI because she

thought it to be nonbinding, simply a reading of the unambiguous was

necessary to resolve that error. It asserts that Woolley can point to no

communication from it or Heldoorn where they represented to her that the

LOI was nonbinding or that she reserved to herself the choice to deliver a

mineral deed after making her choice to sign the LOI.

Woolley argues she is under no obligation to transfer her mineral

interest to Springbok because the trial court was correct in finding that Texas

law applies to the LOI and requires that the agreement be supported by the

requisite consideration and/or mutuality of obligations. Further, she argues

that the provisions of the LOI were drafted by Springbok and require the

negotiation of a mineral deed to have a binding agreement. Since no mineral

deed materialized, there is no obligation. She contends that the trial court

properly found that the issue in the case at bar is not controlled by this

court’s ruling in the Cook case. She claims there are many distinctions, both

legal and factual, which differentiate the two cases.

Appellate courts review motions for summary judgment de novo,

using the same criteria that govern the district court’s consideration of
11

whether summary judgment is appropriate. Peironnet v. Matador Res. Co.,

12-2292 (La. 6/28/13), 144 So. 3d 791; Culberson v. Wells Fargo USA

Holdings Inc., 54,545 (La. App. 2 Cir. 6/29/22), 342 So. 3d 451, writ denied,

22-01159 (La. 11/1/22), 349 So. 3d 3, cert. denied, 143 S. Ct. 1058, 215 L.

Ed. 2d 281 (2023). A motion for summary judgment is a procedural device

used when there is no genuine issue of material fact for all or part of the

relief prayed for by a litigant. La. C.C.P. art. 966(A)(1); Culberson, supra.

The procedure is favored and shall be construed to secure the just, speedy

and inexpensive determination of actions. La. C.C.P. art. 966(A)(2).

A motion for summary judgment shall be granted if the motion,

memorandum and supporting documents show that there is no genuine issue

as to material fact and that the mover is entitled to judgment as a matter of

law. La. C.C.P. art. 966(A)(3). A fact is material if it potentially ensures or

precludes recovery, affects a litigant’s ultimate success or determines the

outcome of the legal dispute. Culberson, supra. A genuine issue of material

fact is one as to which reasonable persons could disagree; if reasonable

persons could reach only one conclusion, there is no need for trial on that

issue and summary judgment is appropriate. Id. In determining whether an

issue is genuine, a court should not consider the merits, make credibility

determinations, evaluate testimony or weigh evidence. Id. The burden of

proof rests with the mover. La. C.C.P. art. 966(D)(1). Nevertheless, if the

mover will not bear the burden of proof at trial on the issue that is before the

court on the motion for summary judgment, the mover’s burden on the

motion does not require him to negate all essential elements of the adverse

party’s claim, action or defense but rather to point out to the court the

absence of factual support for one or more elements essential to the adverse
12

party’s claim, action or defense. Id. The burden is on the adverse party to

produce factual support sufficient to establish the existence of a genuine

issue of material fact or that the mover is not entitled to judgment as a matter

of law. Id. Supporting and opposing affidavits shall be made on personal

knowledge, shall set forth such facts as would be admissible in evidence,

and shall show affirmatively that the affiant is competent to testify to the

matters stated therein. La. C.C.P. art. 967(A). The court may permit

affidavits to be supplemented or opposed by depositions, answers to

interrogatories or by further affidavits. Id.

When a motion for summary judgment is made and supported as

provided above, an adverse party may not rest on the mere allegations or

denials of his pleading, but his response, by affidavits or as otherwise

provided above, must set forth specific facts showing that there is a genuine

issue for trial. La. C.C.P. art. 967(B). If he does not so respond, summary

judgment, if appropriate, shall be rendered against him. Id.

When a contract can be construed from the four corners of the

instrument, interpretation of the contract presents a question of law that can

be decided on summary judgment. City of Ruston v. Womack & Sons

Constr. Grp., Inc., 55,328 (La. App. 2 Cir. 11/15/23), 374 So. 3d 311, writ

denied, 24-00086 (La. 3/5/24), 380 So. 3d 571.

The interpretation of a contract is the determination of the common

intent of the parties. La. C.C. art. 2045; Powell v. Derr, 48,405 (La. App.

2 Cir. 9/25/13), 125 So. 3d 501, writ denied, 13-2911 (La. 2/21/14),

134 So. 3d 584. When the words of a contract are clear and explicit and lead

to no absurd consequences, no further interpretation may be made in search

of the parties’ intent. La. C.C. art. 2046. The fact that one party creates a
13

dispute about the meaning of a contractual provision does not render the

provision ambiguous. Powell, supra. Words susceptible of different

meanings must be interpreted as having the meaning that best conforms to

the object of the contract. La. C.C. art. 2048. Each provision in a contract

must be interpreted in light of the other provisions so that each is given the

meaning suggested by the contract as a whole. La. C.C. art. 2050.

A contract is ambiguous when it lacks a provision bearing on the

issue, its written terms are susceptible to more than one interpretation, there

is uncertainty as to its provisions or the parties’ intent cannot be ascertained

from the language used. Campbell v. Melton, 01-2578 (La. 5/14/02),

817 So. 2d 69. A provision is not considered ambiguous merely because one

party creates a dispute about it. Id. The rules of construction do not

authorize a perversion of the words or the exercise of inventive powers to

create an ambiguity where none exists or the making of new contract when

the terms express with sufficient clearness the parties’ intent. Id.

This court has had an earlier opportunity to interpret a mineral deed

under Texas law and provides insight into how Texas procedure applies to

summary judgment and contractual interpretation. See Chesapeake

Operating, L.L.C. v. Columbine II Ltd. P’ship, 55,017 (La. App. 2 Cir.

5/10/23), 361 So. 3d 1239, where we found that pursuant to the forum

selection provision in the contract, Texas law applied to the matter, citing

Goodrich Petroleum Co., LLC v. Columbine II, Ltd. P’ship, 53,820 (La.

App. 2 Cir. 4/14/21), 318 So. 3d 1062, writ denied, 21-00680 (La. 9/27/21),

324 So.3d 103.

Following is an excerpt from Chesapeake Operating, LLC, discussing

the application of Texas law to summary judgment and contract review.
14

We review a trial court’s decision granting summary
judgment de novo. Posse Energy, Ltd. v. Parsley Energy, LP,
632 S.W.3d 677 (Tex. App. 2021), review denied (Feb. 18,
2022). To prevail on a traditional motion for summary
judgment, the movant must show there are no genuine issues of
material fact and that movant is entitled to judgment as a matter
of law. Tex. R. Civ. P. 166a; Posse Energy, Ltd., supra. After
the movant satisfies his burden, the burden shifts to the
nonmovant to provide evidence which raises a genuine issue of
material fact and thus avoid summary judgment. Id.; Amedisys,
Inc. v. Kingwood Home Health Care, LLC, 437 S.W. 3d 507
(Tex. 2014). When cross-motions for summary judgment are
filed, a court of appeal considers each motion and renders the
judgment the trial court should have reached. Posse Energy,
Ltd., supra; Coastal Liquids Transp., L.P. v. Harris Cnty.
Appraisal Dist., 46 S.W. 3d 880 (Tex. 2001).

Contracts are also reviewed under a de novo standard of
review. Barrow-Shaver Res. Co. v. Carrizo Oil & Gas, Inc.,
590 S.W. 3d 471 (Tex. 2019). A contract may be either
ambiguous or unambiguous, and this determination is a
question of law for the court. Hausser v. Cuellar, 345 S.W. 3d
462 (Tex. App. 2011). In construing a written contract, our
primary concern is to determine the true intent of the parties as
expressed by the plain language of the agreement. N. Shore
Energy, L.L.C. v. Harkins, 501 S.W. 3d 598 (Tex. 2016). We
construe contracts from a utilitarian standpoint bearing in mind
the particular business activity sought to be served, and
avoiding unreasonable constructions when possible and proper.
Id.; Plains Expl. & Prod. Co. v. Torch Energy Advisors Inc.,
473 S.W. 3d 296 (Tex. 2015). To achieve this objective, courts
must examine and consider the entire writing in an effort to
harmonize and give effects to all the provisions of the contract
so that none will be rendered meaningless. Posse Energy, Ltd,
supra; J.M. Davidson, Inc. v. Webster, 128 S.W. 3d 223 (Tex.
2003). No single provision taken alone is given controlling
effect; rather, each must be considered in the context of the
instrument as a whole. Plains Expl., supra; J.M. Davidson, Inc.,
supra. Additionally, words are given their plain, common, or
generally accepted meaning unless the contract shows that the
parties used words in a technical or different sense. Plains
Expl., supra.

A deed is unambiguous when it is so worded that it can
be given a certain or definite legal meaning or interpretation.
Coker v. Coker, 650 S.W. 2d 391 (Tex. 1983). . . . But if the
contract contains two or more reasonable interpretations,
the contract is ambiguous, creating a fact issue as to the
parties’ intent. Barrow-Shaver Res. Co. v. Carrizo Oil & Gas,
Inc., 590 S.W. 3d 471 (Tex. 2019). An ambiguity, however,
does not arise “merely because parties to an agreement proffer
15

different interpretations of a term.” DeWitt Cnty. Elec. Co-op.,
Inc. v. Parks, 1 S.W. 3d 96 (Tex. 1999). For an ambiguity to
exist, both interpretations must be reasonable. Columbia Gas
Transmission Corp v. New Ulm Gas, Ltd., 940 S.W. 2d 587
(Tex. 1996). (Emphasis added.)

In the case at bar, this court has reviewed the summary judgment de

novo, using the same criteria that governed the trial court’s consideration of

whether summary judgment was appropriate. We note that there are

differences in the issues and evidence presented in the case at bar and the

Cook case, even though the LOI was identical in both cases.

Even though the trial court decided that Texas law applies to this case

pursuant to the LOI, there appears to be little difference between Texas law

and Louisiana law on the matters of summary judgment and contractual

interpretation. Under both states’ laws, the question remains, are there any

genuine issues of material fact left to be decided and whether the mover is

entitled to judgment as a matter of law.

We find there are many genuine issues of material fact left to be

decided and that the mover failed to meet her burden of proof that summary

judgment is warranted. If it is determined that Texas law applies to this

case, and the issue of consideration arises, both Springbok and Woolley

should be allowed the chance to prove whether or not it was provided.

Further, because a provision in a contract is not considered ambiguous

merely because one party creates a dispute about it, and Woolley is the only

party asserting the ambiguity, further proof is necessary regarding the

alleged ambiguity. If the contract is ambiguous, fact issues arise as to the

meaning of the language used. As the record stands, Springbok still asserts

the LOI is binding, and Woolley claims it is not. There are many issues of

material fact remaining which make this case unfit for summary judgment.
16

For the foregoing reasons, the assignments of error have merit with regard to

the summary judgment granted in Woolley’s favor, and this matter is

remanded for further consideration of all issues before the trial court.

Because Springbok’s summary judgment was denied by the trial court

and this case is remanded for further consideration, at which time either

party may obtain relief, we affirm the denial of summary judgment in

Springbok’s favor.

CONCLUSION

For the reasons stated above, the judgment of the trial court granting

summary judgment in favor of Sarah Woolley and against Springbok

Royalty Partners, LLC, is reversed and the matter is remanded. Genuine

issues of material fact remain which preclude summary judgment in her

favor. The judgment of the trial court denying summary judgment in favor

of Springbok Royalty Partners, LLC is affirmed. Costs of this appeal are

assessed equally to Sarah Woolley and Springbok Royalty Partners, LLC.

REVERSED IN PART; AFFIRMED IN PART; REMANDED.

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