Released?

The issue: “[W]hether the word ‘predecessors’ in the Release’s phrase “[Headington] waives, releases, acquits and discharges Petro Canyon and its affiliates and their respective officers, directors, shareholders, employees, agents, predecessors and representatives for any liabilities, claims, . . . [and] causes of action . . . related in any way to the Loving County Tract” refers to (i) Petro Canyon and its affiliates’ corporate entities and agents (‘Players’) or (ii) prior parties in Petro Canyon’s chain of title (‘Spectators’) that are otherwise unrelated to Petro Canyon.” 

Held: “‘[P]redecessors’ is in a string of entity-related groups (‘Players’), not chain of title-related owners of the real property interest (‘Spectators’). Excluding ‘predecessor,’
each of those other terms in the Release relate as ‘birds of a feather’ to the corporate
composition or structure of Petro Canyon and its affiliates. The placement of the
term ‘predecessors’ along with its ordinary meaning gives the term a certain legal
meaning.”

Dissent: “The majority’s interpretation of the term “predecessors” in the Release fails to acknowledge the context of the circumstances surrounding the PCH Agreement, including the events leading to its formation, the relationships of the parties, each party’s motivations for entering the agreement, and the intentions of the parties as expressed in the agreement. The majority’s interpretation of the Release also impermissibly adds language to the Release, and the majority opinion conflicts with this Court’s prior opinions.” Headington Royalty v. Finley Resources, No. 05-19-00291-CV  (March 18, 2021).