Marathon Oil v. Mercuria Energy America

Excerpt

In this force-majeure dispute arising out of a contract for the purchase and sale of natural gas based on the North American Energy Standards Board base-contract form, the parties dispute (a) whether the transaction confirmations are part of their contract and (b) which one controls over the other. The Court holds that, although the seller's transaction confirmation identifies a delivery term on which the buyer's confirmation is silent, the two confirmations do not materially conflict. Thus, both transaction confirmations combine with the base contract to form a single, integrated agreement, and neither confirmation trumps the other. This opinion addresses when statutes of limitations accrue and the application of the discovery rule and fraudulent concealment principles regarding claims of fraudulent statements contained in a securities purchase agreement. On a renewed motion to remand, the Court holds that it lacks subject-matter jurisdiction over the action as pleaded in the plaintiff's Fourth Amended Petition and remands the case. The Court concludes that it (a) cannot exercise supplemental jurisdiction because the plaintiff never agreed that the action could proceed in this Court; (b) does not have qualified-transaction jurisdiction because the value of the consideration for the alleged prospective contract, determined at the time of the transaction, would be below the minimum; and (c) does not have trade-regulation jurisdiction because the alleged negligence per se claim, if recognized in Texas, would be a tort claim rather than a trade-regulation claim. Granting a special appearance due to no minimum contacts in Texas. This case presents two issues: (i) whether the Business Court has subject-matter jurisdiction over the plaintiff's application for an involuntary winding-up of a limited liability company, and, if so, (ii) whether an earlier-filed lawsuit in district court between the same parties requires dismissal or abatement of this action under the doctrine