United States District Court, D. New Mexico
JOSHI TECHNOLOGIES INTERNATIONAL, INC., Plaintiff/Counterdefendant,
CHI ENERGY, INC., Defendant/Counterclaimant.
MEMORANDUM OPINION AND ORDER
matter comes before the Court upon Chi Energy, Inc.'s
(Chi) Opposed Motion for Reconsideration of Summary-Judgment
Rulings (Motion for Reconsideration), filed February 28,
2019. (Doc. 131). Joshi Technologies International, Inc.
(Joshi) filed a response on March 14, 2019, and Chi filed a
reply on March 27, 2019. (Docs. 134 and 135). Having reviewed
the Motion for Reconsideration and the accompanying briefing,
the Court grants the Motion for Reconsideration, but denies
Chi's request to vacate the Court's decision (Doc.
44) denying Chi's motion for summary judgment (Doc. 32).
subject of this lawsuit is Joshi's sale of oil and gas
interests to Chi in September 2012 for $11, 000.00. (Doc.
5-1). Joshi contends that it sold to Chi its interests in
non-Zircon wellbores-only (operated by Chi). On the other
hand, Chi contends that Joshi sold all of its interests in
leases and wellbores, including non-Zircon wellbores and
Zircon wellbores (operated by Mewbourne Oil Company, Inc.
10, 2016, Chi filed a motion for summary judgment. (Doc. 32).
After full briefing on the motion for summary judgment, the
Court held a hearing on the motion on August 10, 2017. (Doc.
43). At the hearing, the Court determined that the September
10, 2012, Agreement Letter, and the September 17, 2012,
Assignment and Bill of Sale, including Exhibit A,
(collectively, PSA documents) contain ambiguities as to what
interests Joshi sold to Chi, ambiguities a fact finder would
have to resolve. See (Docs. 5-1 and 5-2). Having
found genuine issues of material fact, the Court denied the
motion for summary judgment. (Doc. 44).
Court subsequently appointed a Special Master to report on
the pre-September 2012 values of Joshi's interests in
wellbores-only and leases. (Docs 95 and 97). On September 28,
2018, the Special Master filed his Report, which the Court
adopted. (Docs. 105 and
to this Motion for Reconsideration, the Special Master noted
that “the PSA documents do not specifically speak to
the concept of a wellbore-only assignment” and so
“there is no contractual guidance on what a
wellbore-only assignment means.” (Doc. 105) at 2. The
Special Master, therefore, decided to use Joshi's
definition of “wellbore-only” in valuing
relevant to this Motion for Reconsideration is the Special
Master's pre-September 2012 valuation of Joshi's
interests in the non-Zircon wellbores-only at $794, and the
pre-September 2012 valuation of all of Joshi's interests
in wellbores and leases at $85, 454.00. Id. at 4-5.
light of the Special Master's Report, Chi moves the Court
to (1) reconsider its denial of Chi's motion for summary
judgment pursuant to Fed. R. Civ. 54(b); (2) grant Chi
summary judgment, including on “claims to which Joshi
failed to respond” such as Joshi's fraud in the
inducement and breach of contract claims,  and Chi's
breach of contract and “money had and received”
claims; and (3) sustain Chi's objections (Doc. 37) to
Joshi's summary judgment evidence. (Doc. 131) at 7. Joshi
opposes the Motion for Reconsideration in its entirety.
Rule 54(b) Standard of Review
54(b) governs the Court's review of interlocutory orders
and provides that such orders “may be revised at any
time before the entry of a judgment adjudicating all the
claims and all the parties' rights and
liabilities.” The Tenth Circuit looks to Fed.R.Civ.P.
59(e) for guidance in addressing motions to reconsider
interlocutory orders. Ankeney v. Zavaras, 524
Fed.Appx. 454, 458 (10th Cir. 2013) (stating that in
considering Rule 54(b) motion to reconsider, “court may
look to the standard used to review a motion made pursuant to
Federal Rule of Civil Procedure 59(e)”). Courts grant
Rule 59(e) relief if there is new intervening and controlling
law, new evidence not available previously, or if there is a
“need to correct clear error or prevent manifest
injustice.” Id. (quoting Servants of the
Paraclete v. Does, 204 F.3d 1005, 1012 (10th Cir.
2000)). Rule 59(e) does not allow a losing party to
“revisit issues already addressed or advance arguments
that could have been raised in prior briefing.”
Servants of the Paraclete, 204 F.3d at 1012.
The Issue of Ambiguity
Court finds that the Special Master's Report constitutes
new evidence not previously available to the parties.
Consequently, the Court will consider those portions of the
Report cited in the Motion for Reconsideration to revisit the
addition to the argument and evidence Chi already propounded
in its motion for summary judgment, Chi argues first that the
Special Master's statement that “the PSA documents
do not specifically speak to the concept of a wellbore-only
assignment” provides evidence “that the
Assignment is not ambiguous and cannot be construed as a
wellbore-only assignment.” See (Doc. 105) at
2; (Doc. 131) at 5. Second, Chi argues that the Special
Master's pre-September 2012 valuation of $794 for