Representation of acquirers and sellers of active coal mining operations
Representation of both acquirers and sellers in transactions in which the assets or ownership of companies with active coal mining operations change hands. As part of the overall transactional representation, our lawyers are able to handle full due diligence reviews of entities operating in natural resources extraction industries, including review of surface mining leases, valuation of assets (equipment, rights to coal, oil & gas, timber, quarried stone, and other materials), and the transfer of state and federal permits associated with the same.
Timberlands purchase, sales, and management
Our attorneys are experienced in the sale, acquisition, financing, leasing, taxation and management of timberland. For example, we recently represented a client in the purchase of timberlands in three southern states with a sales price of approximately $70,000,000. Representation in that transaction included the negotiation of the purchase and sale agreement, the review of title documentation covering over 70,000 acres of real estate, abstracting mineral and hunting leases affecting the properties, the negotiation of loan documents, and satisfaction of lenders and counsel relating to the acquisition loan. Our attorneys also have experience in preparing management agreements for a timber management company offering its services to landowners throughout the South.
Representation of and ongoing advising of land and mineral owners
Representation of closely-held corporations, limited liability companies, partnerships, trusts, and family entities in connection with continuing rights in lands containing natural resource deposits (surface and deep coal, coalbed methane, traditional gas wells, and other natural assets). Bradley Arant attorneys routinely negotiate royalty rights, maximize the value of fractional interests, and monitor and enforce rights of first refusal arising out of these ownership interests.
Day-to-day counseling of companies in extractive industries relating to employment issues; real property rights and liabilities; federal, local, and state permitting; land use regulations; federal, state and local taxation; and general liability minimization and management.
Mineral, oil & gas, and other lease litigation
We often represent sellers and purchasers of mineral or oil and gas rights when the transactions are later disputed by third parties or the interests granted are themselves the subject of breach of warranty or similar claims by the transacting parties. For example, we recently represented the purchaser of oil and gas rights in a suit in which the landowner failed to transfer good title. We brought suit against the landowner to recoup our client’s funds, but the defendant alleged negligence on the part of our client in its title search and due diligence work. We tried the case and obtained a judgment for the return of the entirety of the client’s funds, with interest and costs. We were successful in proving to the court that, unbeknownst to our client, the lessor had secretly altered the leases before the transaction to remove critical title warranty language that rendered those leases worthless.
Joint venture litigation
Our lawyers have successfully defended claims arising out of a joint venture involving over 45,000 acres of mineral interests in prime oil and gas territory. Bradley Arant was successful in negotiating a favorable resolution that allowed our client, despite having been sued as a defendant, to obtain payment from the plaintiff for amounts owed under the parties’ operating agreement. Additionally, as part of the negotiated settlement, our client minimized its exposure to production costs associated with exploratory drilling while maintaining its right to future royalties from producing wells operated by the joint venture.
Litigation related to mining operations
For decades, we have represented companies engaged in surface and underground longwall mining, defending claims that their mining operations have caused subsidence or other damage to above-ground property owners. We have worked hand-in-hand with these clients not only in defense of their operations, but also in establishing programs intended to minimize their exposure. These programs include negotiating with property owners early, sometimes even before mining takes place, to either avoid litigation altogether or minimize recoverable property damage through the creation of useful defensive evidence. We have significant knowledge regarding Alabama’s surface mining regulations. We have tried many subsidence cases to juries, and succeeded in obtained favorable verdicts, often preventing the consideration of punitive damages claims and limiting plaintiffs to actual property damages.
Representation of major utility companies
We represented a major utility company, protecting its underground high-pressure gas lines from surface traffic. In this case, a property owner petitioned for an easement to its property that would have allowed travel directly over our client’s underground gas lines. We tried the case in Alabama state court and obtained a judgment in favor of the gas utility company, denying the requested easement. This judgment saved the utility company significant protective or relocation costs that it would have incurred if the easement had been granted. Through this representation and others, we have significant knowledge regarding the risks and legal principles applicable to underground gas line operations and other similar transmission assets.
Representation of clients in defense of employee claims
We often represent clients in the defense of claims brought by individuals who claim to have been injured due to exposure to natural resources products, either during their extraction or delivery. For example, in a recent case, an employee of NASA at the Stennis Space Center in Mississippi brought claims against our client alleging that exposure to its fuel products caused or contributed to her laryngeal cancer. Through our independent investigation, we were able to establish that the plaintiff had known about her potential claims so long that they were barred by the relevant statute of limitations.
Timber harvesting litigation
We have represented timber harvesting companies as well as the entities that purchase wood products against the myriad claims that can arise out of such operations such as allegations of overcutting, overharvesting, conversion, and trespass. For example, we recently represented the owner and operator of a timber mill against claims brought by a landowner against the mill and timber harvesting company that the two entities had conspired to harvest more timber from the relevant land than authorized by the landowner. Following the completion of discovery, we obtained summary judgment in favor of our client and had it affirmed on appeal.
We represented an underground longwall miner in its claims against a longwall shield manufacturer for fraud, suppression, and negligent and wanton inspection arising out of the catastrophic failure of several shields. We worked closely with mine personnel and a locally-retained shield expert to understand fully the engineering of this complex machinery. Through aggressive discovery, we were able to collect evidence that demonstrated the shield manufacturer knew of the specific defect that led to the failure yet never disclosed this defect in its inspection reports. After completing the depositions of several fact witnesses, we obtained a very favorable settlement.
Coal bed methane litigation
We represented one of the largest oil and gas companies in connection with the company’s ownership and production of a coalbed methane field located in Alabama. Our client was sued by several corporations that claimed ownership rights to the methane gas being produced by the clients’ several hundred wells. The claims involved not only competing interpretations of deed language but also the manner in which the wells had perforated the coal seams and were producing the methane gas from those seams. We retained several geological and methane well technology experts to address many of these issues. The case went to trial in Fayette County, Alabama, and settled during trial. As a result of this and other matters, we have considerable experience with respect to understanding coalbed geology and coalbed methane well technology and operations. We are also very familiar with the full range of legal issues arising from competing ownership claims to underground mineral resources.
Land use litigation
We often represent companies engaged in natural resources extraction in litigation arising out of land use and zoning decisions when such decisions are adverse to our clients, or alternatively, favorable to our clients but challenged via citizen suit or appeal to a trial court. In a case tried in Jefferson County, Alabama recently, we represented a coal mining company in its appeal of an adverse zoning decision, obtaining reversal of the zoning body's decision denying our client the ability to surface mine over $18 million in coal. Following trial, the court granted our client a zoning variance providing for the desired mining and allowing the coal to be mined.
We also represent natural resource companies in a variety of tax-related litigation and administrative proceedings, at both the federal and state levels. For example, we successfully represented one of our longstanding coal mining clients in an Alabama Supreme Court case involving which county was owed sales and use tax for the company’s equipment, supplies, and rock dust. used in its underground mining operations that spanned two counties. We have handled several coal, oil and gas severance tax audits and appeals as well as issues over the tax provisions of operating agreements, leases and farm-out agreements. On a related note, we work closely with our firm’s Governmental Affairs Practice Group in monitoring pending and threatened legislation involving tax issues, both at the federal and state level. For example, we recently assisted a coalition of oil and gas companies in defeating a proposal in the Alabama Legislature that would have substantially limited their percentage depletion deductions.
Drummond Co. Inc. v. Walter Industries, Inc., CV-02-673 (Circuit Court of Tuscaloosa County, AL 2006)
Represented a family of companies in a lawsuit which called into question the ownership of nearly the entirety of their strip-mineable coal and alleged over $400 million in compensatory damages. When tried to a jury, the plaintiff was awarded $10, and coal ownership was restored to our client. Obtained affirmance of the trial court’s favorable rulings and judgment, but reversal of the trial court’s judgment dismissing our client’s counterclaims. Drummond Co., Inc. v. Walter Indus., Inc.,962 So. 2d 753 (Ala.2006).
RJR Mining Co. v. Board of Zoning Adjustment of Jefferson County, CV-08-808 (Circuit Court of Jefferson County, AL)
Represented a coal mining company in its appeal of an adverse zoning decision, obtaining reversal of the zoning body’s decision denying our client the ability to surface mine over $18 million in coal. Following trial, the court granted our client a zoning variance providing for the desired mining.
We advise and represent clients in obtaining and retaining the full range of environmental permits necessary for them to operate. We have aided clients in obtaining Title IV Acid Rain Permits under the Federal Clean Air Act (CAA), Title V Major Source Operating Permits (also under the CAA), National Pollutant Discharge Elimination System Permits under the Clean Water Act (CWA) and Section 404 Wetlands Permits (also under the CWA). Typical of our permitting experience is our recent representation of a company seeking to construct a major facility in the State. Our attorneys worked closely with the client's environmental consultants to develop and implement a long-range strategy for obtaining the necessary permits for construction and operation of the facility ranging from CAA, CWA permits, to determinations from the Federal Aviation Administration and filings with the Alabama Office of Water Resources. Our representation also includes working with clients and their environmental consultants to prepare permit applications, and in representing clients in contested hearings before the Alabama Environmental Management Commission.
Representation of clients before regulatory agencies
Representation of clients before the Alabama Surface Mining Commission and other similar regulatory agencies with the authority to authorize, cite, fine, and even shut down the natural resource extraction operations of our clients. We work with the administrative staffs of these entities to make sure our clients maintain cooperative and profitable operations.
Zoning, Land Use, and other Regulatory Agencies
Our attorneys are very familiar with the workings of local and state governmental bodies relating to zoning, land use, ad valorem property tax, and other similar regulations affecting the operations of our clients who seek to obtain maximum value from their real estate assets by extracting materials or agricultural products from their land holdings. We represent timber companies, quarry operators, coal and other hard mineral miners, drillers, and companies that acquire fractional or leasehold rights relating to all of the above in their dealings with the administrative and elective government bodies that have authority to set the terms under which such operations may take place. Our attorneys maintain healthy relationships and constant contact with these bodies in an effort to make sure our clients’ operations will progress in a predictable and profitable fashion.
Defended Anadarko Petroleum in Endangered Species Act
Successfully defended Anadarko Petroleum in endangered species act and national environmental policy act challenge in the Southern District of Alabama to the lease of property from the United States in the Gulf of Mexico immediately post-Deepwater Horizon event for the purpose of oil exploration. Case dismissed on appeal to Eleventh Circuit.