M&P BEING SUED / CLASS-ACTION SUIT AGAINST HALCON, M&P & CX

 

Hello everyone:

                         I have not posted anything on here before. I have always just read the comments of others. I thought I would just post some thoughts. After being patient for 8 1/2 months I still have no answers like others in the south east Mercer County area. Is Halcon going to be held responsible for their actions? Are they going to be made to pay for the contracts they signed for? How qualified is M&P when it comes to representing the landowners of group 4 against a company like Halcon with deep pockets. Will we get an honest effort from M&P or will they make it as short as possible and except less than what we deserve to mitigate damages on their behalf. I have just read, in detail, the civil suit against M&P by Terra Energy LLC. Now it seems to me that the landowners not only have to worry about being pushed around by an unethical oil & gas Co, but now we have to worry about the real motives of the law firm we have to represent us. Are they going to treat clients like they treated business partners? I think if given a chance M&P will come back to the land owners after any legal actions against Halcon with a bogus report how they couldn't do much and if we continue it will tie up our lands for years, of course due to a half hearted attempt at getting us what we legally are owed.

                        I only have this attitude after listening to M&P for 8 1/2 months tell us how important it is to stick together as a group but they will break up the group at the drop of a hat to sign a little chunk to this O&G Co and another chunk to a different O&G Co. This sticking together only benefitted them by having all of us available to them for whatever size of lease they could get from any other O&G Co. After seeing an E-Mail to Terra Energy Advisors LLC from Jack Polochak describing how maybe Terra Energy should  get some leases signed by an O&G Co that are less than desirable for landowners to make it look like A Co he was partnering up with was successful in the oil and gas leasing business. That just shows me that he will sacrifice his clients profits to improve his and his associates. I think everyone should read the Lawsuit especially the landowners of group 4. Maybe I am seeing this in a sinister way and I am just swayed by how the rest of the world does things these days. Here is the link to the Lawsuit. I would like to know how many other landowners see it the way I do.

MPLawsuit.pdf

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Permalink Reply by ShaleAdvice (Steven C. Townsend) on February 20, 2013 at 1:12pm
I'm not sure why you weren't able to read the entire complaint. I can email them to you tomorrow if you want. At the same time, can you reach out to those people that were part of the Halcon deal and did not get paid? I would love the opportunity to review their issues and their options.
Permalink Reply by james miller on February 21, 2013 at 11:08am

I didn't get paid  whtat am I to do or who do i contact there are several landowners in our area

Permalink Reply by Oliver Perry on February 21, 2013 at 11:17am

James,

Click on Steven's username in his post and you can send him a friend request so you can communicate privately. He posted this on page 3 of this thread.

Reply by ShaleAdvice (Steven C. Townsend) on February 11, 2013 at 11:22am

M&P will not sue Halcon, plain and simple.


If there is a landowner who believes they have a case against Halcon and/or M&P please contact me. I will review, at no charge, your agreement with M&P as well as Halcon. If there is going to be further litigation it will depend on what was signed and what the landowner was told before being induced into signing the agreement(s).

"Options" "Consideration" "Fiduciary Duty" "Duty to Speak" " Material Omission" are a few of the issues that we have already litigated.

Permalink Reply by Rockjul on February 20, 2013 at 1:23pm

 

I will just add what I have been told By M&P. Keep in mind I have no legal background. Just repeating what was told to me.

     I talked to Jeremy one of the attorneys at M&P. I asked him to explain the Due Diligent language in the ORDER FOR PAYMENT. I told him I was under the impression that if my land didn't have a lien on it if I in fact owned the mineral rights and there was not questions about the parcel that I would get the signing bonus. But I questioned the "and any other" part of the due diligent. He said that the LOI clearly stated that Geology, geography or anything else not related to it being a clear title could not be used to get out of the contract. He said that the ORDER OF PAYMENT was just an exhibit of what the LOI stated, which was confusing to me. He also said that Halcon contacted the M&P law firm and asked them if they would testify on behalf of Halcon and they replied by say absolutely not and they were witnesses for the plaintiffs counsel. I asked him about where the document was and how I could get a copy of it( the document everyone wants to see between Halcon and M&P) he said because of the confidentiality clause they could not just give it out but the lead counsel did subpoena a copy of it and in fact has a copy of the original document. I am just really curious whether that original ORDER OF PAYMENT was the same as what was given to us as landowners or was it changed to avoid any problems By M&P.

Permalink Reply by Kevin Senich on February 20, 2013 at 1:58pm

Rockjul:

I don't get this "confidentiality" excuse for M&P/CX not producing the LOI.  Assuming the other landowners made the same offer as Vodenichar, no mention of the LOI being confidential as between the MJLG4 and Halcon appears on the face of the offer.  In other words, if Halcon required that the LOI have the additional condition that it be confidential and only revealed to the M&P/CX, this additional condition would represent a counter-offer to the individual members of MJLG4. As such, as a counter-offer, the MJLG4 agents (M&P/CX) had an absolute duty to disclose that this LOI was being offered only on a confidential basis for agents' eyes only prior to requesting MJLG4 members to sign leases.  I don't know.  I wasn't there.  The agents may have done precisely that and the landowners simply did not understand the agents' explanation and the nature of Halcon's position. 

At any rate, the landowners should have been informed prior to signing (1) that they would not see the LOI, and (2) whether that LOI differed in any material way from the offer they originally made to Halcon.

But, no.  Halcon was not free to accept an offer from the landowner(s) that Halcon itself unilaterally and materially alterred.  Conversely the landowner(s) was/were free to accept any condition Halcon might have put on providing the LOI - assuming, of course, that he/they knew of the condition in advance.

No one other than Halcon and M&P/CX has seen the LOI.  If it the LOI did not differ materially from what the offer called for, there would have been no need for confidentiality.  If it did differ, there was an obvious and inarguable duty on the part of the agents to disclose that difference prior to the signings.

As I stated earlier, according to the offer, the LOI is not the agents' LOI; it is the landowner's.  M&P/CX was provided the LOI specifically as "the Group' representatives".  This begs the question of how the MJLG4 could know the condition precedent to their mass signing was satisfied if they were not to see the document purporting to satisfy the condition.  The answer is that MJLG4 as a group took their agents' word for it. 

 

Permalink Reply by Kevin Senich on February 20, 2013 at 1:24pm

In a federal lawsuit with a case number you can pull up all filed papers on the PACER (Public Access to Court Electronic Records) site.  You must have an account.  You are charged per page ($0.10). 

If I did this correctly, you will see attached the Complaint, Exhibit 1 and Exhibit 2.  The document to which Mr. Orr and I refer is Page 28 of Exhibit 2.  The Complaint and each exhibit are numbered separately when filed electronically.  The Complaint has 18 pages.  Exhibit 1 has 4 pages.  Exhibit 2 has 29 pages.

Attachments:
Permalink Reply by Rockjul on February 20, 2013 at 2:32pm

Mr Senich:

                  What you say makes perfect sense now. At the time we signed they(M&P) just told us they signed "THE AGREEMENT" then proceeded to tell us that is said as long as we sign the leases and our title is free from any defects or liens and we owned the mineral rights we would get paid. The 1st time the document came into question was when we had the 1 st meeting at Grove City after learning they (Halcon) backed out of the agreement. People asked where they could get a copy of the agreement M&P told us we could see it at CX's office but it was either a proprietary or confidential document, I don't recall which one they refered to it as. It now does not make any sense why we,as a third party as confirmed By Jeremy at M&P, cant see that document if it reads the same as the ORDER FOR PAYMENT I have in the lease of course unless it differs from what we all signed. If the "AGREEMENT" does differ why would Jones and Gregg go after Halcon and not M&P.

Permalink Reply by ShaleAdvice (Steven C. Townsend) on February 20, 2013 at 2:36pm
You know the answer to that. $$$
Permalink Reply by Rockjul on February 20, 2013 at 3:11pm

  

Here is part of the complaint posted by ShaleAdvice. it does seem to confirm that there was a confidentiality provision in the LOI. The question I have is why unless both M&P and Halcon were trying to keep some of the specifics from the third party. In that case wouldn't both be liable for not disclosing all of the details to the third party or would it lie on the shoulders of the agents to the third party?

 

After various marketing efforts and negotiations, Halcon, on or about June 2, 2012, entered into a so-called “Letter of Intent” (the “Halcon Agreement”) with CX-Energy and M&P, acting on behalf of and as agents for members of the Mt. Jackson IV Landowner Group. 18. In the Halcon Agreement, Halcon contracted to lease up to 60,000 acres of the oil and gas rights from Mercer County landowners who entered into LMAs with CX Energy and M&P Case 2:12-cv-01624-AJS Document 1 Filed 11/06/12 Page 6 of 18 7 and submitted executed oil and gas leases and other required documents by June 30, 2012, as further described below. The Halcon Agreement contains a confidentiality provision, and, therefore, it is not attached hereto.

Permalink Reply by Kevin Senich on February 21, 2013 at 3:15am

Rockjul:

First, and I want to make this perfectly clear, the individual landowners that comprised the MJLG4 were NOT third parties to their agreement(s) with Halcon.  Each had a contract directly with Halcon for their respective mineral rights.  They were allegedly bound to one another in common cause as the MJLG4 only by the condition precedent to the signing each of the individual leases - the LOI guarantee that ALL with marketable title would be paid the Signing Bonus, all would lease under the same terms.

As a party who contracted directly with Halcon, a landowner was entitled to know if the condition precedent to entering into that contract had been satisfied.  As I stated last night, this condition precedent did not call for any confidentiality by and between the MJLG4's agents (M&P/CX) and Halcon.  The LOI itself was property of the group, and each individual member was entitled to it.  

It makes no sense whatsoever for M&P to offer to show the MJLG4 members the LOI at the lawyers' offices, but not provide a copy to all.  If it is confidential, then no one sees it.  If it is not, then everybody gets a copy. 

As I also stated earlier, unless I see a document that says something different, as agents, M&P/CX HAD NO AUTHORITY TO ENTER INTO ANY CONFIDENTIAL AGREEMENT WITH HALCON on behalf of their principals, the members of MJLG4.  The scope of the agency relationship as regards the LOI is set out clearly in the offer, Page 28 of Exhibit 2 of the Complaint and paragraph 2.  

The members of MJLG4 are third party beneficiaries only in this sense.  The object of forming a landowners' group was to make the individual parcels more attractive for development, and thus more valuable.  The members are third party beneficiaries of each others' leases to the extent that the others' leases made their own individual leases more valuable.

The only relationship MJLG4 had with M&P/CX was one of agency.  That relationship in most every significant way is no different than a homeowner's relationship with his local real estate agent.  MJLG4 really has no relationship with Halcon.  Each of the individual members of MJLG4 have a relationship with Halcon; it is called lessor-lessee.  You will not find any document by and between Halcon and MJLG4, except perhaps the elusive LOI. (The LOI may be worded as by and between Halcon and the agents, not the land group).   That LOI is a condition precedent to each of the members signing individual leases.  It is not intended by Halcon, or likely to be construed by any court, as a contract by and between Halcon and MJLG4 to be bound to lease the totality of the area that the MJLG4 members' lands comprise.  Otherwise there would have been one lease with MJLG4 for the 50,000 acres, or whatever it is, that MJLG4 represents.

Whatever "THE AGREEMENT" is, if any, it is highly unlikely that it says Halcon agrees with MJLG4 to lease all of MJLG4's lands, save those with defective title, according to the terms outlined in the offer.   

I stated yesterday in a reply to Mr. Orr that I am not sure why Jones and Gregg did not go after M&P/CX, but I am reasonably sure they have a very good reason.

 

 

 

Permalink Reply by ralph monico on February 20, 2013 at 3:17pm

I've never seen a confidentiality agreement that prohibits a lawyer from sharing documents or information with his/her client. 

Permalink Reply by James Brink, Esq. on February 21, 2013 at 1:28pm

Nor have I.

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