Petrobras Am., Inc. v. Astra Oil Trading NV

633 S.W.3d 606

PETROBRAS AMERICA, INC. and Petróleo Brasileiro S.A.-Petrobras, Appellants

v.ASTRA OIL TRADING NV and Astra Oil Company, LLC, Appellees

Petrobras America, Inc.; Petróleo Brasileiro S.A.-Petrobras; Pasadena Refining System, Inc.; PRSI Trading LLC ; and PRSI Real Property Holdings, LLC, Appellants

v.Astra Oil Trading NV; Transcor Astra Group S.A.; Astra Oil Company, LLC; Astra Energy Holdings, Inc. ; Astra GP, Inc.; Astra TradeCo LP, LLC; Pasadena Refining Holding Partnership; AOT Bis B.V. ; Clifford L. Winget, III; Alberto Feilhaber; Kari Burke; John T. Hammer; Carlos E. Ortiz; Thomas J. Nimbley; Ireneusz Kotula; Charles L. Dunlap; Eric Bluth; Stephen Wade ; Rolf Mueller; and Daniel Burla, Appellees

NO. 14-18-00728-CV

NO. 14-18-00793-CV

NO. 14-18-00798-CV

Court of Appeals of Texas, Houston (14th Dist.).

Opinion filed August 20, 2020

Richard Barrett Phillips Jr., Andrew Brad Derman, Dina McKenney, William M. Katz Jr., Dallas, for Appellants.

Gerald A. Novack, New York, New York, Beth Petronio, Dallas, for Appellees.

Panel consists of Justices Christopher, Spain, and Poissant.

MEMORANDUM OPINION

Charles A. Spain, Justice

Stated simply, this case involves an often-contentious business relationship and the parties’ attempt to settle their disputes. There are three related appeals. In appellate case number 14-18-00798-CV, Petrobras America, Inc.; Petróleo Brasileiro S.A.-Petrobras (Petrobras); Pasadena Refining System, Inc. (PRSI); PRSI Real Property Holdings, LLC; and PRSI Trading LLC (together, the Petrobras Plaintiffs) appeal the trial court's final judgment, signed June 12, 2018, in which it rendered final summary judgment in favor of Astra Oil Trading NV (AOT); Transcor Astra Group S.A.; Astra Oil Company, LLC (Astra Oil);¹ Astra Energy Holdings, Inc.; Astra GP, Inc.; Astra TradeCo LP, LLC; Pasadena Refining Holding Partnership (PRHP); AOT Bis B.V. (AOT BV); Clifford L. Winget, III; Alberto Feilhaber; Kari Burke; John T. Hammer; Carlos E. Ortiz; Thomas J. Nimbley; Ireneusz Kotula; Charles L. Dunlap; Eric Bluth; Stephen Wade; Rolf Mueller; and Daniel Burla² (together, the Astra Defendants). In appellate case number 14-18-00728-CV, Petrobras America and Petrobras appeal from the trial court's August 21, 2018 amended order granting supplemental relief enforcing the judgment in the form of an anti-suit injunction in favor of AOT and Astra Oil. And in appellate case number 14-18-00793-CV, Petrobras America and Petrobras appeal from the trial court's August 28, 2018 amended order denying their motion to dismiss under the Texas Citizens Participation Act (TCPA)³ in favor of AOT and Astra Oil.

In appellate case number 14-18-00728-CV, we reverse and render judgment ordering the amended order granting supplemental relief enforcing the judgment in the form of an anti-suit injunction dissolved. In appellate case number 14-18-00793-CV, we affirm the amended order denying the motion to dismiss under the TCPA. In appellate case number 14-18-00798-CV, we reverse the trial court's final judgment and remand with instructions for the trial court to render partial summary judgment in accordance with our judgment and conduct additional proceedings.

I. BACKGROUND

In 2006, Petrobras, AOT, and Astra Oil Company, Inc. entered into the Stock Purchase and Sale Agreement and Limited Partnership Formation Agreement (2006 SPA) in connection with an oil refinery in Pasadena, Texas. Disputes arose, resulting in an arbitration and several lawsuits in state and federal courts.

In 2012, Petrobras America, Petrobras, PRSI, PRSI Real Property, PRSI Trading, AOT, Astra GP, Astra TradeCo, Astra Oil, Astra Energy, PRHP, and Transcor Astra entered into the Settlement Agreement and Mutual General Release (2012 Settlement). Among other provisions, the 2012 Settlement contains mutual releases and reliance disclaimers.

In June 2016, the Petrobras Plaintiffs filed suit against the Astra Defendants in Harris County District Court. The Petrobras Plaintiffs alleged:

• declaratory relief;

• breach of fiduciary duty against Winget, Feilhaber, Hammer, Burke, Nimbley, Kotula, Dunlap, Bluth, and Wade;

• aiding and abetting breach of fiduciary duty against all Astra Defendants except AOT and Astra Oil;

• civil conspiracy as to breach of fiduciary duty against all Astra Defendants except AOT and Astra Oil;

• unjust enrichment/money had and received;

• common-law fraud;

• statutory fraud under Business and Commerce Code section 27.01 ;

• negligent misrepresentation;

• civil conspiracy as to "other claims";

• "exemplary and punitive damages";

• attorney's fees and costs; and

• joint-and-several liability of PRHP.⁴

AOT, Transcor Astra, Astra Oil, Astra Energy, Astra GP, Astra TradeCo, PRHP, AOT BV, Winget, Feilhaber, Burke, Hammer, Ortiz, Nimbley, Kotula, Dunlap, Bluth, and Wade filed declaratory-judgment counterclaims and sought attorney's fees.⁵

In July 2016, Petrobras America and Petrobras filed an original demand for arbitration against AOT and Astra Oil because they allegedly "engaged in bribery and corruption in connection with" the parties’ 2006 SPA. They alleged that the parties agreed to arbitrate this dispute under the 2006 SPA, which contains an arbitration provision.⁶ In September 2016, AOT and Astra Oil filed a motion to stay the arbitration in the trial court, which the trial court denied by written order signed October 26, 2016. Both the litigation and the arbitration proceeded.

In November 2017, AOT, Transcor Astra, Astra Oil, Astra Energy, Astra GP, Astra TradeCo, PRHP, AOT BV, Winget, Burke, Hammer, Ortiz, Nimbley, Kotula, Dunlap, Bluth, and Wade filed an amended motion for summary judgment, seeking dismissal of the claims in the Petrobras Plaintiffs’ second amended petition and arguing that they were entitled to judgment on their declaratory-judgment counterclaims.⁷ Feilhaber adopted this amended summary-judgment motion. The Petrobras Plaintiffs responded⁸ and filed a third amended petition, adding the claims for breach of fiduciary duty against Winget, Feilhaber, Hammer, Burke, Nimbley, Kotula, Dunlap, Bluth, and Wade.

The trial court signed interlocutory orders granting the amended motions for summary judgment. AOT, Transcor Astra, Astra Oil, Astra Energy, Astra GP, Astra TradeCo, PRHP, AOT BV, Winget, Burke, Hammer, Ortiz, Nimbley, Kotula, Dunlap, Bluth, and Wade then filed a motion for summary judgment regarding the third amended petition. Feilhaber adopted this motion. Mueller and Burla also filed a conditional⁹ motion for summary judgment regarding the third amended petition.

The trial court signed interlocutory orders granting the motions for summary judgment regarding the third amended petition. On June 12, 2018, the trial court signed a final judgment,¹⁰ which ordered that the Petrobras Plaintiffs take nothing on their claims and granting AOT, Transcor Astra, Astra Oil, Astra Energy, Astra GP, Astra TradeCo, PRHP, AOT BV, Winget, Burke, Hammer, Ortiz, Nimbley, Kotula, Dunlap, Bluth, and Wade a declaratory judgment, ruling:

a. the June 29, 2012 Settlement Agreement and Mutual General Release (the "Settlement Agreement") is valid, binding and enforceable in all respects;

b. the Petrobras Release given by the "Petrobras Parties" in Section 5.11 of the Settlement Agreement is valid, enforceable and binding; and

c. the Petrobras Release bars (i) the claims asserted in the proceeding for Breach of Fiduciary Duty[,] Aiding and Abetting Breach of Fiduciary Duty, and Civil Conspiracy–Breach of Fiduciary Duty; (ii) the claims sought to be asserted by Petrobras in the ICDR Arbitration commenced by Petrobras and styled Petrobras America, Inc., et al. v. Astra Oil Trading NV, et al [.], Cause No. 01-16-0003-1149; and (iii) any other claims arising out of or related to the 2006 SPA or the dealings between the parties.

The trial court separately ordered Feilhaber have a final declaratory judgment that the 2012 Settlement was valid, binding, and enforceable in all respects and the Petrobras Release was enforceable and binding. The trial court awarded these Astra Defendants various amounts of chapter-37 attorney's fees.

In July 2018, AOT and Astra Oil filed a motion for supplemental relief to enforce the judgment, requesting that the Petrobras parties be enjoined from further pursuit of the arbitration. The trial court granted this motion. AOT and Astra Oil subsequently filed a motion for an amended order granting supplemental relief to enforce the judgment. The Petrobras Plaintiffs filed a motion to dismiss under the TCPA. The trial court held a hearing, granting AOT's and Astra Oil's motion for an amended order granting supplemental relief enforcing the judgment and denying the Petrobras Plaintiffs’ TCPA motion to dismiss. These three appeals—from the final judgment, the amended order granting supplemental relief in the form of an anti-suit injunction, and the order denying the TCPA motion—followed.

II. ANALYSIS

A. No. 14-18-00798-CV

In their amended motions for summary judgment, the Astra Defendants raised the following grounds against the Petrobras Plaintiffs’ claims:

• the claims for fraud, statutory fraud, and negligent misrepresentation based on alleged misrepresentations and failures to disclose the alleged 2006 bribe and the alleged settlement bribe offer during settlement discussions were barred by the declaimer-of-reliance provision in section 5.29 of the 2012 Settlement;

• the claims for fraud, statutory fraud, and negligent misrepresentation fail because the Astra Defendants had no duty during settlement discussions to make any disclosures about the alleged settlement bribe offer;

• the claims for declaratory judgment, unjust enrichment, civil conspiracy as to "other claims," joint-and-several liability of PRHP, punitive damages, and attorney's fees also fail because they are derivative of the underlying misrepresentation claims; and

• the claims for aiding and abetting breach of fiduciary duty and civil conspiracy as to breach of fiduciary duty were barred by

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