HomeMy WebLinkAbout850051.tiff RESOLUTION
RE: APPROVE PARTICIPATION OF WELD COUNTY IN CLASS ACTION SUIT AND
AUTHORIZE CHAIRMAN TO SIGN NECESSARY DOCUMENT - W.R. DAVIS,
ET AL. , VS . THE PERMIAN CORPORATION
WHEREAS, the Board of County Commissioners of Weld County,
Colorado, pursuant to Colorado statute and the Weld County Home
Rule Charter, is vested with the authority of administering the
affairs of Weld County, Colorado, and
WHEREAS , on November 6 , 1985 , the Weld County Attorney
presented to the Board a request to join a Class Action Suit in
the matter of W.R. Davis, et al. , vs. The Permian Corporation, and
WHEREAS, said Class Action Suit concerns the lack of payment
from The Permian Corporation for the purchase of crude oil, as
further explained in the documents attached hereto and
incorporated herein by reference, and
WHEREAS , after study and review, the Board deems it
appropriate to join the Class Action Suit against The Permian
Corporation.
NOW, THEREFORE, BE IT RESOLVED by the Board of County
Commissioners of Weld County, Colorado, that Weld County does
hereby join the aforementioned Class Action Suit against The
Permian Corporation.
BE IT FURTHER RESOLVED by the Board that the Chairman be, and
hereby is , authorized to sign the necessary document to join said
Class Action Suit.
The above and foregoing Resolution was, on motion duly made
and seconded, adopted by the following vote on the 6th day of
November, A.D. , 1985 .
�.y� n BOARD OF COUNTY COMMISSIONERS
ATTEST: /1 �Q.u,c %;„-.4v� (cWiter WELD COUNTY, COLORADO
Weld County Clerk and Recorder
and Clerk to the Board J ine J h son, Chairman
/
BY: C`l <x_/ryjvjl � 1L/ en . Bra ner, Pro-Tem
D puty County erk 1 ^; r
APPROVED AS TO FORM: C.W. Kir �_
IH G r . Lac
77 `+. County Attorney !-%4 s a �/ 1
!FT Yama c
850051
IN THE DISTRICT COURT OF
MIDLAND COUNTY, TEXAS
142ND JUDICIAL DISTRICT
W. R. DAVIS, ET AL §
§
V. § NO. B-29,021
§
THE PERMIAN CORPORATION §
I HEREBY ELECT TO PARTICIPATE IN THE SETTLEMENT OF THE
CAPTIONED CAUSE. CHAIRMAN, BOAR OF COUNTY COMMISSIONERS
NOVEMBER 6, 1985 rful-
hM111S•i-
DATE SGNA RE
JACQUELINE JOHNSON
PRINT NAME EXACTLY AS IT
APPEARS BELOW
WELD COUNTY 220909
BOARD OF COUNTY
COMMISSIONERS
915 10TH ST.
GREELEY, CO. 90631
Have you: (1) signed this form?
(2) dated this form?
If so, mail to : Midland County District Clerk
Attention: Davis Class Action
P.O. Box 1922
Midland, Texas 79702
IN THE DISTRICT COURT
OF MIDLAND COUNTY, TEXAS
142ND JUDICIAL DISTRICT
W. R. DAVIS, for himself §
and on behalf of the §
class comprised of all §
sellers of crude oil to §
The Permian Corporation, §
§ NO. B-29,021
Plaintiff, §
VS. §
THE PERMIAN CORPORATION, §
Defendant. §
ORDER TO SHOW CAUSE
This matter is before the Court on the Joint Motion of Plaintiff and Defendant to approve a Settlement Agreement
entered into by Plaintiff and Defendant as of April 19, 1985. The Court,after hearing, hereby finds that the Notice of Class
Action Settlement, together with the attachments thereto as described therein (collectively, the"Notice") constitutes full,
fair and adequate notice of the proposed settlement to all interested persons.As contemplated by the Settlement Agreement
and in accordance with Rule 42 of the Texas Rules of Civil Procedure,
IT IS HEREBY ORDERED that the Notice of the proposed settlement be given by the best bulk mail rate available to the
Class certified on January 30, 1980,and to all persons and other entities who have sold crude oil (including condensate)to
The Permian Corporation at any time from January 1, 1973,through September 30,1973,or from January 1, 1980,through
December 31, 1983, by depositing the same in the United States Mail at any time on or before October 4, 1985.The best
notice practicable under the circumstances is for copies of the Notice to be mailed to each such person whose name and
address appears on the records of Defendant.
IT IS FURTHER ORDERED that a copy of this Order shall accompany such Notice.
IT IS FURTHER ORDERED that a Hearing be held before the undersigned in the 142nd Judicial District Court,Midland
County Courthouse, Midland,Texas,at 10:00 a.m. on November 19, 1985,for the purpose: (1) of determining whether the
Settlement Agreement is fair and adequate and should be approved; (2)of considering applications for fees and allowances
in connection with the settlement; (3)of considering any other matters,relating to the proposed settlement properly before
the Court at that time; and (4):pt entering final judgments thereon;
n
IT IS FURTHER ORDERED that at the aforesaid Hearing,each member of the Certified Class(as defined in the attached
notice),except those members whose request for exclusion has previously been received by the Clerk of this Court and who
do not now elect to participate in the settlement by timely filing such an election in the form and manner described in the
Notice,and each person who sold crude oil to The Permian Corporation at any time during the period from January 1,1973,
through September 30, 1973, or from January 1, 1980, through December 31, 1983,and who has properly elected now to
participate in the settlement by timely filing such an election in the form and manner specified in the Notice, show cause
why(1)the Settlerfent Agreement should not be approved by the Court,(2)why fees and allowances should not be granted
herein, and (3)why final judgment should not be entered thereon;provided,however,that no such person shall be heard
and no papers or briefs submitted by such person will be received or considered by the Court,except as the Court may in its
discretion otherwise direct, unless on or before November 4, 1985, such papers and briefs are filed with the Clerk of this
Court and true copies thereof, along with the notice of intention to appear, are served upon:
CECIL E. MUNN
RALPH H. DUGGINS
Cantey, Hanger, Gooch, Munn & Collins
2100 InterFirst Tower
Fort Worth, Texas 76102
(817) 877-2800
Attorneys for Plaintiff and The Class
AND
GLEN E. CLOVER
JESS HALL, JR.
Liddell. Sapp, Zivley & LaBoon
3400 Texas Commerce Tower
Houston, Texas 77002
(713) 226-1200
Attorneys for Defendant The Permian Corporation
SIGNED and ENTERED in Midland, Texas, this 12th day of September. 1985.
/S/ Perry D Pickett
PERRY D. PICKETT
Presiding Judge
•
IN THE DISTRICT COURT
OF MIDLAND COUNTY, TEXAS
142ND JUDICIAL DISTRICT
W. R. DAVIS, for himself §
and on behalf of the §
class comprised of all §
sellers of crude oil to §
The Permian Corporation, §
§ NO. B-29,021
Plaintiff,
VS. §
THE PERMIAN CORPORATION, §
Defendant. §
NOTICE OF CLASS ACTION SETTLEMENT
TO: ALL PERSONS AND OTHER ENTITIES WHO HAVE SOLD CRUDE OIL (INCLUDING CONDENSATE) TO THE
PERMIAN CORPORATION AT ANY TIME FROM JANUARY 1, 1973, THROUGH DECEMBER 31, 1983:
This notice is given pursuant to Rule 42 of the Texas Rules of Civil Procedure to all persons and other entities who have
sold crude oil(including condensate)to The Permian Corporation at any time from January 1,1973,through December 31,
1983.
On May 14,1979,this action was commenced against The Permian Corporation ("Permian")by W.R. Davis,for himself
and on behalf of a proposed class consisting of all persons and other entities who had sold crude oil (including condensate)
to Permian at any time from October 1, 1973, through December 31, 1979, alleging that Permian had failed, refused and
neglected to account accurately to the members of the proposed class and to pay them for crude oil taken from them.It was
further alleged that Permian sold and retained the proceeds from volumes of crude oil in excess of the volumes for which it
has accounted and made payment to members of the proposed class. Permian appeared and filed its answer denying the
allegations made by Mr.Davis and denying any liability to members of the proposed class. In addition,Permian asserted that
the claims of Mr.Davis and the proposed class were barred by statutes of limitations,estoppel and/or waiver. Permian further
contended it has purchased crude oil from the proposed class according to custom and usage in the industry and that a trial
of this lawsuit asa class action would deny it due process of law under the Constitutions of the United States and the State
of Texas.
In addition todenying Mr. Davis'allegations,Permian filed a counterclaim against Mr.Davis alleging that the activities of
which he complains on behalf of himself and the proposed class were begun prior to 1970 while Mr. Davis was President and
Chief Executive Officer of Permian.Accordingly,Permian claims that to the extent it may be liable to others(which liability it
has denied), Mr.Davis is liable to it.Mr. Davis has denied the allegations in that counterclaim and has alleged that the failure
of Permian to account to the members of the Proposed class for all oil taken from them occurred during the period sub-
sequent to the date on which his ownership of stock and the holding of corporate office in Permian had terminated.Mr. Davis
has further alleged that if in fact such actions occurred prior to that time they were without his knowledge or consent and that
members of the proposed class are entitled to be paid by Permian for all crude oil taken from them.
Permian has also filed a counterclaim against anyone who is and who remains a member of the proposed class alleging
that,to the extent its devices and methods have not properly measured the amount of crude oil purchased (which is denied
by Permian),such improper measurements favor,in some instances,the members of the proposed class and that Permian
would be entitled either to an offset or an affirmative recovery from the members,if any,of the proposed class so favored by
such improper measurements.On behalf of the proposed class, Mr. Davis has denied the allegations in that counterclaim
and has alleged that to the extent,if any,that Permian may prove it has paid the proposed class for more oil than taken from
the proposed class Permian would be entitled to appropriate credit in its final accounting to the proposed class.
The Court has not yet passed on the merits of the claims or the defenses.
The Court ruled on January 30,1980,that the action brought by Mr. Davis be maintained as a class action suit pursuant
to Rule 42 of the Texas Rules of Civil Procedure and certified Mr.Davis as the proper class representative for a class denom-
inated as all persons and other entities who sold crude oil (including condensate)to The Permian Corporation at any time
from October 1, 1973, through December 31, 1979 ("the Certified Class"). Notice, as required by Rule 42, was given in
November 1980 to the Certified Class. That Notice allowed any class member to exclude himself from the Certified Class,
provided that such request was mailed to the District Clerk of Midland County, Texas, and postmarked on or before
December 15, 1980.Any class member who so chose to exclude himself will not participate in the proposed settlement of
this action and will not be affected by :h settlement or by any favorable or adve idgments which may be rendered
hereafter in this action unless such excluded member affirmatively elects now to participate in the settlement in the manner
prescribed in the Appendix to this Notice.
Any judgment in this action,whether or not favorable to the members of the Certified Class,will finally adjudicate the
rights,if any,of all members of the Certified Class who did not request exclusion,whether or not they joined or intervened in
the action.
Extensive discovery, including document production and depositions, has been conducted which reveals substantial
factual and legal issues, each of which is vigorously contested.
By an Agreement for Settlement of Class Action (the"Settlement Agreement") dated April 19, 1985, a copy of which
accompanies this Notice, Plaintiff for himself and as class representative for the Certified Class and Permian have agreed to
settle and compromise the action described above subject to the approval of the Court.
Consummation of the Settlement Agreement was made contingent upon the approval of the Department of Energy
("DOE")for payment of the settlement amount out of an Escrow Account established pursuant to a Consent Order between
the DOE and Permian in Case No.650X00246(the"Consent Order"),which Consent Order was effective June 1, 1982. DOE
approval of the Settlement Agreement has now been obtained by Permian.
In brief summary, the Settlement Agreement provides as follows.
Subject to the Court approving the Settlement Agreement as fair, reasonable and adequate and a judgment of approval
becoming final and non-appealable, Defendant will pay$4,500,000 (hereinafter called the"Fund"), as set forth herein, in
complete settlement and discharge of all claims which have been or could have been asserted against Permian by Plaintiff,
the Certified Class,and all persons who elect now to participate in the settlement in the manner prescribed in the Appendix
to this Notice. If approved,the settlement will bind (1) Plaintiff, (2) all members of the Certified Class who did not request
exclusion from the Class (3)all members of the Certified Class who previously excluded themselves but who elect now to
participate in the settlement in the manner prescribed in the Appendix to this Notice and (4) all persons and other entities
who have sold crude oil (including condensate) to The Permian Corporation at any time from January 1, 1973, through
September 30,1973,and from January 1,1980,through December 31,1983,who choose now to participate in the settlement
in the manner prescribed in the Appendix to this Notice(collectively called the"Participants").If the settlement is approved
by the Court in an Order which becomes final and non-appealable,Permian will promptly pay Plaintiff's litigation expenses,
including reasonable counsel and accounting fees,in such amounts as the Court may determine upon application,and will
promptly pay any court costs,expenses of administering and implementing the settlement and other expenses reasonably
arising from the execution of the Settlement Agreement in such amounts as may be approved by the Court. All such
amounts are hereinafter collectively called the "Approved Expenses." The Fund, less the Approved Expenses (and less
amounts, if any, withheld for taxes as set forth below), will be distributed to the Participants based upon the ratio of the
volume of crude oil (including condensate) sold by each Participant to Permian from January 1, 1973, through December
31,1983(the"Settlement Period"),according to Permian's records,to the total volume of crude oil sold by all Participants to
Permian during the Settlement Period, according to Permian's records. If the Settlement Agreement is approved by the
Court,this action will be dismissed on the merits and such dismissal will bar any further action against Permian,its parents,
subsidiaries,affiliates,predecessors,successors and assigns,and their employees,officers,directors and agents by Plaintiff
and all Participants. If the Settlement Agreement is not finally approved and consummated,the Settlement Agreement will
become void;the action may proceed to trial:and any member of the Certified Class who did not request exclusion from the
Certified Class will be bound by any judgment, whether favorable or not to members of the Certified Class. Reference is
made to the Settlement Agreement attached hereto for a complete statement of its terms and conditions.
As soon as practicable,but not more than one hundred eighty(180)days from the date of final and non-appealable Court
approval of the Settlement Agreement,a list of the names and addresses of each Participant shall be compiled and shall in-
clude therewith the total volume of crude oil (including condensate)sold by each Participant to Permian during the Settle-
ment Period.After such list has been compiled,it shall be submitted to the Court for review and approval.Once such list has
been reviewed and approved by the Court, checks shall be mailed promptly to all Participants in amounts determined in
accordance with the SettlemeRt Agreement.The total of such checks shall be$4,500,000 minus the Approved Expenses,
except such total may be further reduced by the amount of any taxes withheld as set forth herein and in the Settlement Agree-
ment.Any taxes(federal,state,local or otherwise)which may be due,owing or claimed in connection with the payments to
be made to the Participants shall be the responsibility of the Participants.The Settlement Agreement specifically provides
that any taxes due, owing or claimed may be withheld and paid from the Fund.
Plaintiff and Defendant have filed a Joint Motion with the Court for the approval of the Settlement Agreement,and a hear-
ing on such Joint Motion and related matters(the"Hearing")has been set at 10:00 a.m.on November 19,1985,in the 142nd
Judicial District Courtroom at the Midland County Courthouse, Midland,Texas.The law firm of Cantey, Hanger, Gooch.
Munn&Collins,counsel for Plaintiff and the Certified Class,will make application for attorneys'and accounting fees and for
disbursements,which application will also be considered at the Hearing.By a Show Cause Order dated September 12,1985,
a copy of which is attached hereto, the Court has directed that the Hearing on the applications be held. Pursuant to that
Order,any Participant ma)tappear at such Hearing in person or by counsel and may show cause,if any he has,why the Set-
tlement Agreement should not be approved as fair,reasonable and adequate,why fees,expenses,and costs should not be
granted,and why judgments thereon= ,uld not be entered,and may present evide; .e that may be proper and relevant to
the issues to be heard;provided,however,that no such person shall be heard and no papers or briefs submitted by any per-
sons shall be received and considered, except as the Court may in its discretion direct, unless, on or before November 4,
1985,such papers and briefs are filed with the Clerk of this Court and true copies thereof,along with a notice of intention to
appear, are served upon:
CECIL E. MUNN
RALPH H. DUGGINS
Cantey, Hanger, Gooch, Munn & Collins
2100 InterFirst Tower
Fort Worth, Texas 76102
(817) 877-2800
Attorneys for Plaintiff and The Class
AND
GLEN E. CLOVER
JESS HALL, JR.
Liddell, Sapp, Zivley & LaBoon
3400 Texas Commerce Tower
Houston, Texas 77002
(713) 226-1200
Attorneys for Defendant The Permian Corporation
The Settlement Agreement,the pleadings, and other proceedings in the action not subject to protective order may be
examined and copied at any time during regular office hours at the offices of the Clerk of this Court,Midland County Court-
house,Midland,Texas.Questions by any Participant concerning this Settlement.Agreement should be directed to Mr.Cecil
E Munn or Mr. Ralph Duggins, Attorneys for the Plaintiff and for the Certified Class.
SIGNED and ENTERED in Midland, Texas, this 12th day of September, 1985.
/S/ Perry D. Pickett
PERRY D. PICKETT
Presiding Judge
APPENDIX
PROCEDURE FOR MEMBERS OF THE
CLASS AS ORIGINALLY CERTIFIED WHO
EXCLUDED THEMSELVES AND FOR OTHER
ELIGIBLE PERSONS TO ELECT TO
PARTICIPATE IN THE SETTLEMENT
If you were a member of the class certified January 30, 1980 ("Certified Class"), who chose to exclude himself in the
manner set forth in the November 7,1980,Notice of Class Action given to the Certified Class,you may nevertheless elect now
to participate in the settlement by filing an election to participate with the District Clerk of Midland County,Texas,addressed
as follows:
Midland County District Clerk
Attention: Davis Class Action
P. O. Box 1922
Midland, Texas 79702
Such election shall be filed with the Clerk on or before the 4th day of November, 1985 and shall include your full name,
address and phone number. A true copy thereof shall be served upon:
CECIL E. MUNN
RALPH H. DUGGINS
Cantey, Hanger, Gooch, Munn & Collins
2100 InterFirst Tower
Fort Worth, Texas 76102
(817) 877-2800
Attorneys for Plaintiff and The Class
AND
GLEN E. CLOVER !
JESS HALL, &
Liddell, Sapp, Zivley & LaBoon
3400 Texas Commerce Tower
Houston, Texas 77002 / •
0 I
(713) 226-1200 y i �— f i
Attorneys for Defendant The Permian Corporation '--,_, S
0--
If you sold crude oil (including condensate) to The Permian Corporation at any time from January 1, 1973, through
September30, 1973,or at any time from January 1, 1980,through December31, 1983,you are not a member of the Certified
Class. Nevertheless, you may elect now to participate in the settlement by filing an election to participate with the District
Clerk of Midland County, Texas, addressed as follows:
Midland County District Clerk
Attention: Davis Class Action
P. O. Box 1922
Midland, Texas 79702
Such election shall be filed with the Clerk on or before the 4th day of November, 1985, and shall include your full name,
address and phone number. A true copy thereof shall be served upon:
CECIL E. MUNN
RALPH H. DUGGINS
Cantey, Hanger, Gooch, Munn & Collins
2100 InterFirst Tower
Fort Worth, Texas 76102
(817) 877-2800
Attorneys for Plaintiff and The Class
AND
GLEN E. CLOVER
JESS HALL, JR.
Liddell, Sapp, Zivley & LaBoon
3400 Texas Commerce Tower
Houston, Texas 77002
(713) 226-1200
Attorneys for Defendant The Permian Corporation
III.
In the event you elect to�Sarticipate, any attorneys'fees, court costs or other expenses which may be awarded by the
Court shall be paid from the Fund and no award of such fees,costs or expenses shall be assessed or adjudged against you
individually.However,the judgment proposed to be entered in this action in the eventthe Settlement Agreement is approved
and the settlement is consummated will include,describe and be binding upon each entity and person whom the Court finds
to be a Participant(as defined in the Notice).If you elect now to participate and the Settlement Agreement is not approved or
consummated,your election to participate will automatically become null and void and you will not be bound by any sub-
sequent rulings, orders or judgments entered in this action.
NO. B-29,021
W. R. DAVIS, for Himself and § IN THE DISTRICT COURT OF
On Behalf of the Class §
Comprised of All Sellers of §
Crude Oil to The Permian §
Corporation, §
Plaintiff § MIDLAND COUNTY, TEXAS
VS. §
THE PERMIAN CORPORATION, §
Defendant. § 142ND JUDICIAL DISTRICT
AGREEMENT FOR SETTLEMENT OF CLASS ACTION
WHEREAS, on May 14, 1979, W. R. Davis,for himself and on behalf of the Class comprised of all sellers of crude oil to
The Permian Corporation, filed Cause No. B-29,021 in the 238th Judicial District Court of Midland County, Texas,
complaining of The Permian Corporation ("Permian"), as more fully described in Plaintiff's Original Petition; and
WHEREAS,said Cause No. B-29,021 was thereafter reassigned to the 142nd Judic.al District Court of Midland County,
Texas, the Honorable Perry D. Pickett presiding; and
WHEREAS, said Cause No. B-29,021 was certified as a class action on January :30, 1980, pursuant to Rule 42 of the
Texas Rules of Civil Procedure, and Notice thereof was given to all sellers of crude oil to Permian during the period
commencing October 1, 1973, and ending December 31, 1979; and
WHEREAS,a number of the members of the Class exercised their option under the Texas Rules of Civil Procedure and
elected to withdraw from the Class; and
WHEREAS, no official list of those who elected to withdraw from the Class has been prepared; and
WHEREAS, Plaintiff filed his First Amended Petition on or about March 25, 1980, to which Permian has filed its First
Amended Answer and Counterclaim; and
WHEREAS, Plaintiff timely filed his Plaintiff's Original Answer to Defendant's Counterclaim; and
WHEREAS, Plaintiff filed his Second Amended Original Petition on or about April 18, 1985,to which Permian has filed
its Second Amended Answer and Counterclaim; and
WHEREAS, Petitions in Intervention have been filed by or on behalf of: (1)Andrew G.Shebay,Ill;and (2)the University
of Texas System and the Board for Lease of University Lands and the Texas A & M University System; and
WHEREAS,Permian entered into a Consent Order with the Economic Regulatory Administration of the United States
Department of Energy("DOE") in Case No.650X00246(the"Consent Order"),which Consent Order was effective June 1,
1982; and
WHEREAS, Plaintiff has alleged that any damages awarded in said Cause No. 8-29,021 should first be payable,
pursuant to the terms and conditions of the Consent Order,out of the Escrow Account established by the Consent Order to
the extent of any balance therein; and
WHEREAS, the Court is of the opinion, after a preliminary conference and a review of the Consent Order and all
relevant p pleadings,that any damages awarded against Permian in said Cause No.B-29,021 would by properly payable first
out of the Escrow Account established pursuant to the Consent Order to the extent of any balance therein; and
WHEREAS, Plaintiff and Permia. sire to settle all claims alleged in theSecc. Amended Original Petition on behalf
of all sellers of crude oil to Permian during the period from January 1, 1973, through December 31, 1983 (the"Settlement
Period"), including those sellers who previously elected to withdraw from the litigation but who elect to participate in the
benefits of this Settlement Agreement as provided herein (all of such sellers are sometimes hereinafter collectively referred
to as "Participants"); and
WHEREAS,it is the intent of the parties that the settlement shall result in an Order dismissing Plaintiff's class action in a
manner which will bar possible future claims by any and all of the Participants, insofar as any such claims would arise in
connection with or be related to the facts, circumstances,or allegations during the Settlement Period which underlie said
Cause No. 8-29,021;
NOW,THEREFORE,for and in consideration of the promises and considerations nerein expressed,the sufficiency of
which is hereby acknowledged, the parties do hereby agree as follows: •
1. This Agreement for Settlement of Class Action ("Settlement Agreement") shall become effective only if: (a) it is
approved by the DOE for payment out of the Escrow Account established pursuant to the Consent Order; and (b) it is
unconditionally approved by the District Court of Midland County, Texas, 142nd Judicial District; and (c) a final
non-appealable Order is entered in Cause No.8-29,021 evidencing such approval which is binding upon all members of the
Class during the Settlement Period and upon those persons who elected to withdraw from the Class but who elect to
participate in the Benefits of the Settlement Agreement as hereinafter provided. If such approvals are not obtained and
such Order is not entered on or before September 1, 1985, this Settlement Agreement shall be voidable at the option of
either the Plaintiff or the Defendant, and, in the event that this Settlement Agreement is voided, it shall not be used or
referred to by any party, witness, or the Court in the trial or any proceedings in said Cause No. 8-29,021.
2. Upon the approval by the DOE of this Settlement Agreement for payment out of the Escrow Account established
under the Consent Order, Permian shall withdraw the sum of $4,500,000.00 from the Escrow Account. Thereafter, the
parties shall prepare and submit to the Court for its approval a form of Notice of Settlement of Class Action (the"Notice").
When the Court has approved the Notice,a copy of the Notice shall be sent to each seller of crude oil to Permian during the
Settlement Period. A reasonable period shall be provided for those receiving the Notice to present comments or questions
in connection with the proposed settlement (the "Comment Period").
3. The Notice shall provide an opportunity during the Comment Period for those members of the Class who previously
elected to withdraw from the Class to elect now to participate in the benefits of this Settlement Agreement.
4. Following the expiration of the Comment Period, a Hearing shall be held to consider approval of the Settlement
Agreement and applications for approval of the payment of fees and expenses, including the parties' attorneys'fees and
expenses allowed under Paragraph 10 hereof.
5. When the Court has approved the Settlement Agreement,an Order shall be entered: (a)evidencing such approval;
(b) providing for the payment of Court costs pursuant to the Settlement Agreement; (c) providing for the payment of the
costs and expenses of administering and implementing the settlement pursuant to the Settlement Agreement; (d)providing
for the payment of the parties' attorneys' fees and expenses to the extent, if any, approved by the Court pursuant to the
Settlement Agreement; (e) providing for the disbursement of funds to the Participants pursuant to the Settlement Agree-
ment; (f) dismissing said Cause No. B-29,021 with prejudice as against Permian and discharging Permian, its parents,
subsidiaries,affiliates,predecessors,successors and assigns,and their employees,officers,directors and agents,from any
and all liability under each and every claim asserted in the Second Amended Original Petition or that could have been
asserted arising from or relating to Permian's purchase, measurement, accounting, and payment for crude oil during the
Settlement Period by all members of the Class and the members of the Class who previously elected to withdraw from such
Class but now elect to participate in the benefits hereunder in accordance with the terms of this Settlement Agreement;and
(g)dismissing Permian's Counterclaim,with prejudice,as to all sellers of crude oil to Permian during the Settlement Period
who are bound by the Ordef to be entered herein.
6. When the Order referred to in Paragraph 5 has been entered,which is binding upon all Participants,and such Order
has become final and non-appealable, this Settlement Agreement shall become effective.
7. Upon the effectiveness of this Settlement Agreement, Permian shall pay$4,500,000.00 to the Court as a Settlement
Fund, to be disbursed as provided herein, at the direction of the Court.
8. The costs and expenses of administering and concluding the settlement will be paid out of the Settlement Fund,
including any and all fees and expenses connected with the printing and mailing of notices and the disbursement of funds
hereunder.
9. There shall also be paid out of the Settlement Fund all Court costs incurred in connection with said Cause No.
8-29,021.
10. The Court shall have discretion to determine which parties are entitled to recover attorneys'fees and expenses and
the amounts thereof, if any, from the Settlement Fund.
11. The net proceeds remaining in the Settlement Fund after disbursement of the Court costs, fees and expenses
described above, including attorneys'fees and expenses as provided in Paragraph 10 above, or which may otherwise be
allowed by the Court,shall be paid to the Participants as soon as possible after this Settlement Agreement becomes effective.
12. Participants shall be entitled to payment from the net proceeds of the Settlement Fund based upon the ratio of the
volume of crude oil sold by each Participant to Permian during the Settlement Period, according to Permian's records,to
the total volume of crude oil sold by all Participants to Permian during the Settlement Period,according to Permian's records.
13. The payments hereunder to the Participants are by way of compromise and settlement of disputed claims,and they
do not constitute an admission or agreement than Permian received more crude oil from any Participant that Permian had
previously paid for,accounted for,measured,or reported to appropriate state agencies.The parties believe that all proper
taxes have been paid on all crude oil received by Permian from the Participants. If, however, any taxes are due,owing or
claimed in connection with the payments to be made hereunder, such taxes will be paid out of the Settlement Fund. As
between Permian and the Participants, such taxes will be the responsibility of the Participants and Permian will have no
monetary obligation hereunder in excess of the $4,500,000.00 described above.
14. The parties and their attorneys understand and agree that this Settlement Agreement,and each term and condition
herein, is confidential and shall not be disclosed to any third party unless and until the Notice has been approved by the
Court as provided in Paragraph 2 above;PROVIDED,however,that Permian shall have the right to make such disclosures of
this Settlement Agreement as may be necessary in seeking and obtaining approval of the DOE for payment of the
settlement out of the Escrow Account established pursuant to the Consent Order.
15. All documents obtained by and still in the possession of Plaintiff or counsel for Plaintiff which are documents or
records that originated with Permian, any of its parents, subsidiaries, affiliates, predecessors,or successors, or any of its
officers, directors, employees or agents, and all copies of such documents, shall be turned over to counsel for Permian
promptly following the effectiveness of this Settlement Agreement as provided in Paragraph 6 above. Further, all
depositions,Answers to Interrogatories and Answers to Requests for Admissions in the possession of Plaintiff or counsel
for Plaintiff shall be turned over to counsel for Permian promptly following the effectiveness of this Settlement Agreement.
16. Cecil E.Munn and the law firm of Cantey,Hanger,Gooch,Munn&Collins hereby agree that,in consideration of this
Settlement Agreement, they will not represent, or in any way aid in the representation of, any individual or class of
individuals for or on behalf of any claim made by any individual or any class of individuals against Permian,or against any
of its parents,subsidiaries, affiliates, predecessors, or successors,or against any of their officers, directors,employees or
agents, relating to any claim involving the alleged mismeasurement of crude oil by Permian during the Settlement Period.
17. It is understood and agreed that this is a compromise of a doubtful and disputed claim,and that nothing contained
herein shall be construed as an admission of liability by or on behalf of Permian. Permian specifically denies liability on all
the claims asserted in the Second Amended Original Petition of Plaintiff and in all pleadings of all Intervenors and other
claimants.
18. It is understood and agreed that this Settlement Agreement contains the entire agreement between the parties and
supersedes any and all prio'r agreements, arrangements or understandings between the parties relating to the subject
matter.No oral understandings,statements,promises,or inducements contrary to the terms of this Settlement Agreement
exist. This Settlement Agreement cannot be changed or terminated orally.
19. This Agreement shall be governed by, construed and enforced in accordance with and subject to the laws of the
State of Texas.
20. In the event any part or parts of this Settlement Agreement are invalid or unenforceable, such invalidity or
unenforceability shall not affect the validity or enforceability of any other portion of this Settlement Agreement.
21. This Settlement Agreement may be executed in any number of counterparts, each of which shall be deemed an
original but all of which shall constitute the same instrument, and any one or more of the parties may sign separate
counterparts thereof with the same force and effect as if each such counterpart were executed by all. This Settlement
Agreement shall not be binding upon the parties until all parties have executed a counterpart hereof and delivered same to
the attorneys for the opposing parties.
IN WITNESS WHEREOF, the parties have executed this Settlement Agreement as of the 19th day of April, 1985.
/S/ W. R. Davis
W. R. DAVIS, for himself and on behalf of the
Class comprised of all sellers of oil crude to
The Permian Corporation
/S/ Cecil E Munn
CECIL E. MUNN
Cantey, Hanger, Gooch, Munn & Collins
2100 InterFirst Tower
Fort Worth, Texas 76102
(817) 877-2821
ATTORNEYS FOR PLAINTIFF
THE PERMIAN CORPORATION
By: /S/ W. D. Kleine
Name: W. D. Kleine
Title: President
/S/ Glen E. Clover
GLEN E. CLOVER
Liddell, Sapp, Zivley & LaBoon
3400 Texas Commerce Tower
Houston, Texas 77002
(713) 226-1200
ATTORNEYS FOR DEFENDANT
CERTIFIED RETURN RECEIPT REQUESTED
January 12, 1982
Clerk to the Board of County Commissioners
P. 0. Box 758
Greeley, Colorado 80631
RE: E/2 Sec. 35, T-7N, R-59W -- rental 320 acres
Lease date: Feb. 11 , 1981
Gentlemen:
Enclosed please find check in the amount of $320 in payment
for the above referenced rental .
Sincerel , /C ,,
i 1= nk J. Mesaros
FJM:jv
21
Nip C0UNrI CDMMISSI0NERS
r r r , I ,nJC
JAN11 '^82 ! I J
� \\April 14, 1981 \ O41*
oo"
Board of County Commissioners
Weld County, Colorado
Re: Weld County, Colorado Oil & Gas Lease
Range 59, Township 7N
Section 35 E z
320 acres more or less, dated February 11 , 1981
Gentlemen:
With reference to the above described oil and gas lease, Impact
Energy, Inc. , pursuant to Paragraph 12 of said lease, hereby notifies
the Board of County Commissioners that it intends to conduct drilling
operations on the above described land.
Said operations will consist of drilling of a well or wells within a
two month period. The initial location will be approximately NW of
the NE of Section 35, T 7 N, R 59 W.
Yours very truly, / - , /
William Yurth
WY:jv
Approved: Board of County Commiss' ers, Weld County, CO
CL...,...... of th Board
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