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Preston Exploration Company, L.P. v. GSF, L.L.C. and Chesapeake Energy Corp.

United States Court of Appeals for the Fifth Circuit
669 F.3d 518 (5th Cir. 2012)


Facts

Preston Exploration Company, L.P. (Preston) (plaintiff) entered into three purchase and sale agreements (PSAs) selling oil and gas leases to Chesapeake Energy Corp. (Chesapeake) (defendant). The PSAs specifically incorporated by reference certain exhibits that contained descriptions of the oil and gas leases to be conveyed. The PSAs stated that the leases to be conveyed were those “that had marketable title and that would continue for at least a one year period after the effective date.” The PSAs contained provisions for curing title defects with respect to the leases and for reduction of the contract price in the event any title defects could not be cured. Chesapeake indicated that it would not close on the sales. Preston brought suit, seeking specific performance of the PSAs. Chesapeake claimed that the exhibits should not be incorporated into the PSAs, because the exhibits were not finalized. The trial court agreed, finding that the PSAs violated the statute of frauds because without finalized exhibits, they did not contain a sufficient description of the oil and gas leases to be conveyed. Preston appealed.

Rule of Law

Issue

Holding and Reasoning (Alvarez, J.)

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