CHARLESTON — The West Virginia Supreme Court of Appeals ruled that the circuit court rightfully enforced an agreement in the appointment of a special commissioner for a confidential settlement agreement.
The appeal involved the appointment of a special commissioner to execute a reformation deed in the consummation of a confidential settlement agreement and mutual release in Mercer Circuit Court.
"The circuit court found that the failure of respondents High Country Mining, Woodrow W. Church, and Darren J. Spencer to timely release the notice of lis pendens pertaining to the action, as required under the Agreement, did not constitute a material 'first breach' of the Agreement, and that High Country did not waive its right to enforcement of the Agreement’s terms," the majority opinion noted. "The court further found that the Agreement and its subsequent extensions were neither procedurally nor substantively unconscionable."
Wooton
Justice Bill Wooton authored the majority opinion.
Wooton wrote that the Supreme Court found no error committed in the enforcement of the agreement and subsequent extensions by appointing a special commissioner to execute a reformation deed pursuant to the agreement’s terms and dismissing the action in its entirety.
The court affirmed the 2019 order in the case.
Triple 7 Commodities entered into a joint venture agreement with High Country in 2016 and the agreement provided that the parties would share profits on a 51/49 basis in favor of Triple 7.
"Subsequent to execution of this agreement, Triple 7 acquired a deed from Wellston for its mining properties and mineral interests, but the deed did not make High Country a co-grantee as allegedly contemplated under the joint venture agreement," Wooton wrote.
High Country later filed action against Triple 7 seeking reformation of the deed making it a co-grantee and co-owner of Wellston minerals and permits. Triple 7 then filed a counterclaim alleging breach of fiduciary, contractual and statutory obligations.
The case was litigated for 2.5 years and then the parties settled and the circuit court dismissed the case and Triple 7's counterclaim.
Wooton wrote that the agreement specifically provided that its intention is for the parties to fully and finally resolve any and all current or future claims
"Regardless, by appointing a commissioner to execute the reformation deed, the circuit court effectively enforced the settlement as agreed, the purpose of which was to bring the litigation to an end," Wooton wrote. "Accordingly, we find the circuit court committed no error in dismissing the case in its entirety."
West Virginia Supreme Court of Appeals case number: 20-0155