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O 068
1 • Image Project Order f=ile Cover Page XHVZE This page identifies those items that were not scanned during the initial production scanning phase. They are available in the original file, may be scanned during a special rescan activity or are viewable by direct inspection of the file. 0 0 (0 Order File Identifier Organizing (done) ❑ Two -sided III 11 II II 11 II III ❑ Rescan Needed 1 1111 1111 RESCAN DIGITAL DATA OVERSIZED (Scannable) ❑ Color Items: ❑ Diskettes, No. ❑ Maps: ❑ Greyscale Items: ❑ Other, No/Type: ❑ Other Items Scannable by a Large Scanner ❑ Poor Quality Originals: OVERSIZED (Non - Scannable) ❑ Other: ❑ Logs of various kinds: NOTES: ❑ Other:: BY: Maria Date: e /s/ ii ill Project Proofing II 111111 I I (y. 4, BY: Maria Date: 91311 I /s/ Scanning Preparation x 30 = + = TOTAL PAGES 1 L t . i (Count does not include cover sheet) / BY: Maria Date: I /s/ l Production Scanning I 1111111 IIII Stage 1 Page Count from Scanned File: oust does include cov sheet) Page Count Matches Number in Scann g Preparation: YES NO BY: Date: g 11 /s/ f Stage 1 If NO in stage 1, page(s) discrepancies were found: YES NO BY: Maria Date: / Scanning is complete at this point unless rescanning is required. IIIIIIIIII 1111 ReScanned 1 111111 III I BY: Maria Date: / Comments about this file: Quality Checked II IIIIIIIIIII I 10/6/2005 Orders File Cover Page.doc • • Other 068 PT Thomson 1) June 3, 2009 Exxon Mobil Corporation Notice of Appeal, Statement of Points on Appeal, Exhibits, Entry of Appearance Doug Serdahley 2) June 3, 2009 Notice of Judicial Assignment (Judge McKay), Notice of Preparation of record in an Administrative Appeal and Cash Deposit on appeal 3) June 8, 2009 Entry of Appearance William Rozell 4) June 12, 2009 Reassignment of Judge Gleason 5) June 15, 2009 Agency's list of parties & attorneys on appeal 6) June 16, 2009 Chevron's Notice of Appeal, Statement of Points on Appeal, Exhibits 7) June 18, 2009 Chevron's Notice of Change of Address 8) June 19, 2009 AOGCC ltr to Exxon re: copying costs for record 9) June 19, 2009 AOGCC list of parties and attorneys 10) July 7, 2009 AOGCC Motion to Dismiss 11) July 31, 2009 Exxon's opposition to AOGCC's Motion to Dismiss 12) September 18, 2009 Order denying motion to dismiss 13) March 18, 2011 Joint Status Report and Proposed order II • SEE OTHER 068 APPEAL FILE Public Access - Parties Selection Page 1 of 1 • Alaska Trial Court . Cases New Search... 1 Summary f Parties E ent5 tiI 1)r■ckr4s Oispositien ost Case Parties 3AN- 09- 07768CI Exxon Mobil Corporation et al vs. State of Alaska, Oil and Gas Conservation Comm. et al Name Type Disposition Special Exxon Mobil Corporation Appellant Chevron U.S.A. Inc. Appellant State of Alaska, Oil and Gas Appellee Conservation Comm. State of Alaska, Department of Appellee Natural Resources B.P. Exploration Appellee Conoco Phillips Alaska, Inc. Appellee Leede Operating Company, LLC Appellee http: / /www.courtrecords. alaska. gov /pa/pa.urd/pamw2000.party_lst ?23405754 7/8/2011 Public Access - Docket List Page 1 of 7 11 • s arc s x s# 'k",7 :. _ .k, • Alaska Trial court cases Dockets entered with dates prior to conversion to CourtView contain limited information from the legacy system. Not all dockets represent documents in the case. Some dockets are descriptions of events entered in CourtView. For example: If a hearing is scheduled in CourtView, a docket is automatically created to reflect the scheduled event even though there is no document for that event. A maximum of 100 dockets will display at one time. Select the "descending" sort option to view the last 100 dockets entered. Select the "ascending" sort option to view the first 100 dockets entered. To see more dockets, adjust the date range of your search. New Search... ( Summary Par kos Fv ns Dockets Disposition Costs, 1 Docket Search 3AN- 09- 07768CI Exxon Mobil Corporation et al vs. State of Alaska, Oil and Gas Conservation Comm. et al Search Criteria Docket Desc. ALL Begin Date Sort Ascending End Date ') Descending Search Search Results 43 Docket(s) found matching search criteria. Docket Docket Text Amount Amount Images Date Due 04/18/2011 Order Granting Motion approving next 0.00 0.00 joint updated status report due on or before 08/19/11 Case Motion #8: Joint Status Report and Proposed Order 03/21/2011 Joint Status Report and Proposed Order 0.00 0.00 Attorney: Serdahely, Douglas J. (7210072) Attorney: Ellis, Stephen M (7510065) Attorney: Mintz, Robert E (7705045) Robert E Mintz (Attorney) on behalf of State of Alaska, Oil and Gas Conservation Comm. (Appellee); Stephen M Ellis (Attorney) on behalf of Chevron U.S.A. http: / /www.courtrecords. alaska. gov /pa/pa.urd /pamw2000.docket_lst ?23405754 7/8/2011 Public Access - Docket List Page 2 of 7 • • Inc. (Appellant); Douglas J. Serdahely (Attorney) on behalf of Exxon Mobil Corporation (Appellant) Filing Party: Exxon Mobil Corporation; Chevron U.S.A. Inc.; State of Alaska, Oil and Gas Conservation Comm. Case Motion #8 10/28/2010 Order: approving status report and setting 0.00 0.00 March 18, 2011 as the deadline for next status report 10/26/2010 Joint Status Report and Order 0.00 0.00 08/05/2010 Order Granting Motion re: joint status 0.00 0.00 report: updated status report due 10 -26 -10 Case Motion #7: Joint Status Report and Proposed Order 07/26/2010 Joint Status Report and Proposed Order 0.00 0.00 Attorney: Todd, Richard J (8011114) Attorney: Serdahely, Douglas J. (7210072) Attorney: Ellis, Stephen M (7510065) Attorney: Mintz, Robert E (7705045) Filing Party: Exxon Mobil Corporation; Chevron U.S.A. Inc.; State of Alaska, Oil and Gas Conservation Comm. Case Motion #7 04/26/2010 Order Granting Motion Exxon Mobil 0.00 0.00 Corporation Case Motion #6 Joint Status Report and Proposed Order 04/26/2010 Order : Updated status reports to be filed 0.00 0.00 on or before 07 -26 -10 04/22/2010 Joint Status Report and Proposed Order 0.00 0.00 Attorney: Serdahely, Douglas J. (7210072) Attorney: Ellis, Stephen M (7510065) Attorney: Cutler, Louisiana (9106028) Attorney: Todd, Richard J (8011114) Exxon Mobil Corporation (Appellant); Chevron U.S.A. Inc. (Appellant); State of Alaska, Oil and Gas Conservation Comm. (Appellee); State of Alaska, Department of Natural Resources (Appellee); Filing Party: Exxon Mobil Corporation; Chevron U.S.A. Inc.; State of Alaska, Oil and Gas Conservation Comm.; State of Alaska, Department of Natural Resources Case Motion #6 01/26/2010 Order Granting Stipulation regarding 0.00 0.00 proposed briefing schedule, stayed until final decision in 06 -13751 CI, additional status report to be filed by 4/26/10. Case Motion #5: Stipulation Regarding http: / /www.courtrecords. alaska. gov /pa/pa.urd /pamw2000.docket_lst ?23405754 7/8/2011 Public Access - Docket List • Page 3 of 7 • Proposed Briefing Schedule 01/25/2010 Stipulation Regarding Proposed Briefing 0.00 0.00 Schedule Attorney: Serdahely, Douglas J. (7210072) Attorney: Ellis, Stephen M (7510065) Attorney: Mintz, Robert E (7705045) Attorney: Todd, Richard J (8011114) Robert E Mintz (Attorney) on behalf of State of Alaska, Oil and Gas Conservation Comm. (Appellee); Richard J Todd (Attorney) on behalf of State of Alaska, Department of Natural Resources (Appellee); Stephen M Ellis (Attorney) on behalf of Chevron U.S.A. Inc. (Appellant); Douglas J. Serdahely (Attorney) on behalf of Exxon Mobil Corporation (Appellant) Filing Party: Exxon Mobil Corporation; Chevron U.S.A. Inc.; State of Alaska, Oil and Gas Conservation Comm.; State of Alaska, Department of Natural Resources Case Motion #5 10/07/2009 Order Granting Stipulation to briefing 0.00 0.00 schedule for appeal: the briefing schedule in this appeal should be stayed until the Court has issued its decision in the Point Thomson Unit appeal, case #3AN -06- 13751 CI (consolidated) since such decision might impact or render moot issues and briefing in this appeal. Within 15 days from receipt of the decision in the Point Thomson Unit appeal, the parties will busmit herein a report to this Court addressing whether briefing in this appeal is required, and if so, proposing a briefing schedule for such briefing. Case Motion #4: Stipulation Regarding Proposed Briefing Schedule 10/05/2009 Stipulation Regarding Proposed Briefing 0.00 0.00 Schedule Attorney: Serdahely, Douglas J. (7210072) Attorney: Ellis, Stephen M (7510065) Attorney: Mintz, Robert E (7705045) Attorney: Katchen, Jonathan (0411111) Robert E Mintz (Attorney) on behalf of State of Alaska, Oil and Gas Conservation Comm. (Appellee); Richard J Todd (Attorney) on behalf of State of Alaska, Department of Natural Resources (Appellee); Stephen M Ellis (Attorney) on behalf of Chevron U.S.A. Inc. (Appellant); Douglas J. Serdahely (Attorney) on behalf http: / /www.courtrecords. alaska .gov /pa/pa.urd/pamw2000.docket lst ?23405754 7/8/2011 Public Access - Docket List Page 4 of 7 • of Exxon Mobil Corporation (Appellant) Filing Party: Exxon Mobil Corporation; Chevron U.S.A. Inc.; State of Alaska, Oil and Gas Conservation Comm.; State of Alaska, Department of Natural Resources Case Motion #4 09/18/2009 Order Denying Motion to dismiss based 0.00 0.00 on Appellate Rule 602(h) and Appellate Rule 204(a)(2). The parties shall file (either jointly or separately) a proposed briefing schedule on or before 10/9/09. Thereafter, the court shall enter a briefing schedule. State of Alaska, Oil and Gas Conservation Comm. Case Motion #1 Motion to Dismiss Appeal of Chevron U.S.A. INC 08/11/2009 Order Granting Stipulation regarding 0.00 0.00 briefing schedule -the briefing schedule in this appeal will be set by the court after is has resolved the Motion to Dismiss Appeal of Chevron USA Case Motion #3: Stipulation 08/10/2009 Stipulation Regarding Briefing Schedule 0.00 0.00 Attorney: Cutler, Louisiana (9106028) Attorney: Serdahely, Douglas J. (7210072) Attorney: Ellis, Stephen M (7510065) Attorney: Katchen, Jonathan (0411111) Louisiana Cutler (Attorney) on behalf of State of Alaska, Oil and Gas Conservation Comm. (Appellee); Jonathan Katchen (Attorney) on behalf of State of Alaska, Department of Natural Resources (Appellee); Stephen M Ellis (Attorney) on behalf of Chevron U.S.A. Inc. (Appellant); Douglas J. Serdahely (Attorney) on behalf of Exxon Mobil Corporation (Appellant) Case Motion #3 07/31/2009 Opposition of Chevron USA Inc. to 0.00 0.00 Appellee's Motion to Dismiss Chevron USA Inc's Notice of Appeal Attorney: Ellis, Stephen M (7510065) Case Motion #1: Appeal Motion 07/21/2009 Order Granting Motion for extension of 0.00 0.00 time to file opposition memorandum to 7/31/09. (unopposed) Case Motion #2: Stipulation 07/17/2009 Transmittal of Agency Record sent to 0.00 0.00 Appeal Storage Room 3 Volumes Agency Records Pages 1 -946 1 Volume Transcipt http:// www. courtrecords. alaska .gov /pa/pa.urd /pamw2000.docket lst ?23405754 7/8/2011 Public Access - Docket List Page 5 of 7 • • 1 list exhibits 1 envelope containing exhibits under seal 07/17/2009 Unopposed Motion of Chevrom U.S.A. 0.00 0.00 Inc for Extension of Time to File Opposition Memorandum Until 7/31/09 Attorney: Ellis, Stephen M (7510065) Stephen M Ellis (Attorney) on behalf of Chevron U.S.A. Inc. (Appellant) Case Motion #2 07/07/2009 Motion to Dismiss Appeal of Chevron 0.00 0.00 U.S.A. INC Attorney: Mintz, Robert E (7705045) Robert E Mintz (Attorney) on behalf of State of Alaska, Oil and Gas Conservation Comm. (Appellee) Case Motion #1 06/26/2009 Entry of Appearance Attorney: Worcester, 0.00 0.00 Mark P (8106056) Conoco Phillips Alaska, Inc. (Appellee); 06/22/2009 Attorney Information Attorney Lyle, 0.00 0.00 George R representing Appellee B.P. Exploration as of 06/22/2009 06/22/2009 Attorney Information Attorney Callahan, 0.00 0.00 Kevin D representing Appellant Exxon Mobil Corporation as of 06/22/2009 06/19/2009 Agency's List of Parties and Attorneys on 0.00 0.00 Appeal Received - Amended State of Alaska, Oil and Gas Conservation Comm. (Appellee); 06/16/2009 Statement of Points on Appeal Stephen M 0.00 0.00 Ellis (Attorney) on behalf of Chevron U.S.A. Inc. (Appellant) 06/16/2009 Cash Deposit Appeal Posted Stephen M 750.00 0.00 Ellis (Attorney) on behalf of Chevron U.S.A. Inc. (Appellant) Receipt: 454764 Date: 06/16/2009 06/16/2009 Notice of Appeal (from Admin. Agency) 150.00 0.00 Stephen M Ellis (Attorney) on behalf of Chevron U.S.A. Inc. (Appellant) Receipt: 454762 Date: 06/16/2009 Receipt 454762 reversed by 454765 on 06/16/2009. Receipt: 454767 Date: 06/16/2009 06/15/2009 Agency's List of Parties and Attorneys on 0.00 0.00 Appeal Received 06/15/2009 Administrative Judicial Reassignment per 0.00 0.00 request for reassignment from Judge McKay. 06/12/2009 Attorney Information Attorney Findley, 0.00 0.00 http: / /www.courtrecords. alaska. gov /pa/pa.urd /pamw2000.docket_lst ?23405754 7/8/2011 Public Access - Docket List Page 6 of 7 • Matthew T representing Appellee State of Alaska, Department of Natural Resources as of 06/12/2009 06/12/2009 Attorney Information Attorney Crosby, 0.00 0.00 Danya representing Appellee State of Alaska, Department of Natural Resources as of 06/12/2009 06/12/2009 Attorney Information Attorney Ashburn, 0.00 0.00 Mark E representing Appellee State of Alaska, Department of Natural Resources as of 06/12/2009 06/12/2009 Attorney Information Attorney Landry, 0.00 0.00 Jeffrey D representing Appellee State of Alaska, Department of Natural Resources as of 06/12/2009 06/12/2009 Attorney Information Attorney Katchen, 0.00 0.00 Jonathan representing Appellee State of Alaska, Department of Natural Resources as of 06/12/2009 06/10/2009 Request for Determination Regarding 0.00 0.00 Potential Reassignment Under Judicial Canon 3E Louisiana Cutler (Attorney) on behalf of State of Alaska, Oil and Gas Conservation Comm. (Appellee) 06/10/2009 Attorney Information Attorney Cutler, 0.00 0.00 Louisiana representing Appellee State of Alaska, Oil and Gas Conservation Comm. as of 06/10/2009 06/10/2009 Attorney Information Attorney Mintz, 0.00 0.00 Robert E representing Appellee State of Alaska, Oil and Gas Conservation Comm. as of 06/10/2009 06/08/2009 Attorney Information Attorney Serdahely, 0.00 0.00 Douglas J. representing Appellant Exxon Mobil Corporation as of 06/08/2009 06/08/2009 Attorney Information Attorney Rozell, 0.00 0.00 William B. representing Appellant Exxon Mobil Corporation as of 06/08/2009 06/04/2009 Notice for Preparation of Record in 0.00 0.00 Administrative Appeal Notice for Preparation of Record - Admin Appeal Sent on: 06/04/2009 16:01:02 06/03/2009 Cash Deposit Appeal Posted Receipt: 750.00 0.00 450930 Date: 06/03/2009 06/03/2009 Notice of Appeal (from Admin. Agency) 150.00 0.00 Receipt: 450931 Date: 06/03/2009 http: / /www.courtrecords. alaska .gov /pa/pa.urd /pamw2000.docket lst ?23405754 7/8/2011 Public Access - Docket List Page 7 of 7 • • I I http: / /www.courtrecords. alaska. gov /pa/pa.urd /pamw2000.docket_lst ?23405754 7/8/2011 Chevron appeal • Page 1 of 1 • Colombie, Jody J (DOA) From: Foerster, Catherine P (DOA) Sent: Thursday, September 24, 2009 11:34 AM To: Colombie, Jody J (DOA) Subject: FW: Chevron appeal Attachments: Pts on Appeal.pdf From: Mintz, Robert E. [mailto:robert.mintz @klgates.com] Sent: Tuesday, September 22, 2009 4:38 PM To: Seamount, Dan T (DOA); Foerster, Catherine P (DOA); Norman, John K (DOA) Subject: Chevron appeal • The superior court has denied our motion to dismiss Chevron's appeal in the Pt. Thomson case. The order is very brief and simply says the motion is denied "based on Appellate Rule 602(h) and Appellate Rule 204(a)(2)." The latter rule extends the time for filing an appeal where another party has already filed one; the former rule provides that all parties before an agency are parties in an appeal, and that those that file a notice of appeal are appellants and all others are appellees. Personally I don't see how those rules can overcome a statutory limitation on the right to appeal, but I'm not sure it's worth it to request reconsideration. I will shortly have a recommendation as to how to proceed. In the meantime, even if we don't further pursue getting the appeal dismissed, there is the question of whether we should move to strike one of Chevron's points on appeal. As you know, AS 31.05.080(b) provides, in part, "The questions reviewed on appeal are limited to the questions presented to the commission by the application for reconsideration." Arguably, Chevron's first point (see attached) goes beyond the questions that were raised in ExxonMobil's application for reconsideration. In ExxonMobil's third reason for seeking reconsideration, it says "To the extent the Commission wishes to give DNR an opportunity to voluntarily unitize the field, the public interest favors a stay ...." But Chevron's first point on appeal says that "DNR has been afforded such an opportunity and has declined to act." At first glance Chevron's point seems to me to be inconsistent with ExxonMobil's, but perhaps I am being hypertechnical. I would appreciate your views as to whether Chevron's points on appeal comply with AS 31.05.080(b). Robert E. Mintz Special Projects Department Attorney K &L Gates LLP 420 L Street, Suite 400 Anchorage, AK 99501 Phone: 907 - 276 -1969 Fax: 907 - 276 -1365 Email: Robert.Mintz @klgates.com Website: www.klgates.com This electronic message contains information from the law firm of K &L Gates LLP. The contents may be privileged and confidential and are intended for the use of the intended addressee(s) only. If you are not an intended addressee, note that any disclosure, copying, distribution, or use of the contents of this message is prohibited. If you have received this e-mail in error, please contact me at robert.mintz @klgates.com. 9/24/2009 CO • • Douglas J. Serdahely, Esq. • Alaska Bar No. 7210072 Kevin D. Callahan, Esq. Alaska Bar No. 8411103 PATTON BOGGS LLP 601 W. Fifth Avenue, Suite 700 Anchorage, Alaska 99501 • Telephone: (907) 263 -6300 • Fax: (907) 263 -6345 Attorneys for Appellant Exxon Mobil Corporation IN THE SUPERIOR COURT OF THE STATE OF ALASKA THIRD JUDICIAL DISTRICT AT ANCHORAGE Exxon Mobil Corporation, copy OripOrm Pecefved Appellant, MAR 18 2011 v. 1 P` ^ yrtr • State of Alaska, Oil and Gas Case No. 3AN -09 -07768 CI Conservation Commission. Appellee. JOINT STATUS REPORT AND [PROPOSED] ORDER Pursuant to this Court's Order dated October 28, 2010 the parties in this proceeding hereby submit the following joint status report. On January 25, 2010, the parties entered into a stipulation staying the briefing schedule in this appeal until the final outcome in the Point Thomson Unit appeal, PATTON BOGGS LLP Law Offices Exxon Mobil Corporation, et al. v. State of Alaska, Department of Natural Resources, 601 West fifth Avenue Suite 700 Anchorage, AK 99501 Case No. 3AN -06 -13751 CI (Consolidated) ( "Point Thomson Unit Appeal "), since that Phone: (907) 263 -6300 Fax: (907) 263-6345 • outcome might impact or render moot issues and briefing in this appeal. On January 26, 2010, this Court accepted the stipulation and ordered the parties to file another status report addressing the status of the Point Thomson Unit Appeal and the briefing schedule on this appeal on or before April 26, 2010. On April 22, 2010, the parties submitted a joint status report notifying the Court that the Point Thomson Unit Appeal was still pending. On April 26, 2010, the Court accepted the report and ordered the stay in this appeal continued and directed the parties to submit an updated status report on or before July 26, 2010. On July 26, 2010, the parties submitted a joint status report notifying the Court that the Point Thomson Unit Appeal was still pending. On August 5, 2010, the Court accepted the report and ordered the stay in this appeal continued and directed the parties to submit an updated status report on or before October 26, 2010. On October 26, 2010, the parties submitted a joint status report notifying the Court that the Point Thomson Unit Appeal was still pending. On October 28, 2010, the Court accepted the report and ordered the stay in this appeal continued and directed the parties to submit an updated status report on or before March 18, 2011. Pursuant to that order, the parties submit the following report: The Point Thomson Unit Appeal is still pending. The Superior Court issued a Decision After Remand on January 11, 2010, reversing the Department of Natural PATTON BOGGS Resources ( "DNR ") Commissioner's Findings and Decision on Remand. On February LLP Law Offices 601 West Fifth Avenue 5, 2010, DNR filed a Petition for Review with the Supreme Court of the Superior Suite 700 Anchorage, AK 99501 Phone: (907) 263 -6300 JOINT STATUS REPORT AND [PROPOSED] ORDER Fax: (907) 263 -6345 Exxon Mobil Corporation. v. State of Alaska, Oil and Gas Conservation Commission, Case No. 3AN -09 -07768 CI Page 2 of 7 • • Court's Decision After Remand. On February 11, 2010, the Superior Court partially stayed the order that is the subject of the Petition for Review. According to that order, the stay will remain in effect pending final resolution of the State's Petition for Review. On May 28, 2010, the Supreme Court granted the State's Petition for Review. To accommodate ongoing settlement discussions, the parties have agreed to, and the Supreme Court has approved, three extensions of time for DNR to file its opening brief and excerpt of record. On January 6, 2011, DNR and Exxon Mobil Corporation, Operator of the Point Thomson Unit, filed with the Supreme Court a Joint Motion for a Limited Stay Of Proceedings. On January 11, 2011, the Supreme Court granted the parties' joint motion and stayed the proceeding for sixty days and directed the parties to file a joint status report by March 7, 2011. On March 7, 2011, the parties filed a joint status report with the Supreme Court confirming that they are still engaged in settlement discussions and requested the Limited stay of proceedings be extended an additional sixty days. The Supreme Court has not yet ruled on that request. Currently, there is no date by which the State's brief and excerpt of record are due. Accordingly, the parties respectfully request that the briefing schedule on this appeal continue to be stayed until the final outcome in the Point Thomson Unit I'ATTON BOGGS LLP Law Offices 601 West Fifth Avenue Suite 700 Anchorage, AK 99501 Phone: (907) 263 -6300 JOINT STATUS REPORT AND [PROPOSED] ORDER Fax: (907) 263 -6345 Exxon Mobil Corporation. v. State of Alaska, Oil and Gas Conservation Commission, Case No. 3AN -09 -07768 CI Page 3 of 7 • • Appeal, and that the parties be directed to file another status report addressing the status of the Point Thomson Appeal and the briefing schedule on this appeal on or before Friday, August 19, 2011. PATTON BOGGS LLP DATED: . 3 ! F PI I1 A i J ou ?,las , : erdahely Ala a :. r Assn. No. 721012 Attorneys for Exxon Mobil Corporation DELANEY WILES, INC. DATED: J F Stephen M. Ellis Alaska Bar Assn. No. 7510065 Attorneys for Chevron U.S.A. Inc. K &L GATES LLP DATED: \ \ C.Ar1/44t. Robert E. Mintz Alaska Bar Assn. No. 7 045 Attorneys for Alaska Oil and Gas Conservation Commission PATTON BOGGS LLP Law Offices 601 West Fiflh Avenue Suite 700 Anchorage, AK 9950! Phone: (907) 263 -6300 JOINT STATUS REPORT AND [PROPOSED] ORDER Fax: (907) 263 -6345 Exxon Mobil Corporation. v. State of Alaska, Oil and Gas Conservation Commission, Case No. 3AN -09 -07768 CI Page 4 of 7 • • • OFFICE OF THE ATTORNEY GENERAL STATE OF ALASKA DATED: /F 44 -� Richard J. Todd Senior Assistant Attorney General Alaska Bar Assn. No. 8011114 Attorneys for Department of Natural Resources [PROPOSED] ORDER IT IS SO ORDERED. An updated status report shall be filed on or before August 19, 2011. DATED: Honorable Sharon L. Gleason Superior Court Judge PATTON BOGGS LLP Law Offices 601 West Fifth Avenue Suite 700 Anchorage, AK 99501 ]'hone: (907) 263 -6300 JOINT STATUS REPORT AND [PROPOSED] ORDER Fax: (907) 263 -6345 Exxon Mobil Corporation. v. State of Alaska, Oil and Gas Conservation Commission, Case No. 3AN -09 -07768 CI Page 5 of 7 • • CERTIFICATE OF SERVICE I hereby certify that on the /Q day of March 2011, I caused a true and correct copy of the foregoing document to be served via: El US MAIL on: William B. Rozell John Daum P.O. Box 20730 O'Melveny & Myers Juneau, AK 99802 400 South Hope Street Los Angeles, CA 90071 Chris Wyatt Mark P. Worcester Brad McKim ConocoPhillips Alaska, Inc. BP Exploration (Alaska), Inc. Senior Counsel Law Department P.O. Box 100360 P.O. Box 196612 Anchorage, AK 99510 Anchorage, AK 99519 C. Stephen Luna Mark Ashburn Exxon Mobil Corporation Matthew T. Findley Law Department Dani Crosby 800 Bell Street, #1707J Ashburn & Mason, P.C. Houston, TX 77002 1227 West 9 Avenue, Suite 200 Anchorage, AK 99501 P. Jefferson Ballew George R. Lyle Luke Ashley Guess & Rudd P.C. Thompson & Knight LLP 510 L Street, Suite 700 1722 Routh Street, Suite 1500 Anchorage, AK 99501 Dallas, TX 75201 -2533 David B. Ruskin Randal M. Kirk Law Office of David B. Ruskin, PC Messner & Reeves LLC 601 West 5 Avenue, Suite 600 1430 Wynkoop, Suite 400 Anchorage, AK 99501 Denver, CO 80202 Robert Mintz Stephen Ellis K &L Gates LLP Delaney Wiles 420 L Street, Suite 400 1007 West 3r`' Avenue, Suite 400 Anchorage, AK 99501 Anchorage, AK 99501 PATTON BOGGS LLP Law Offices 601 West Fifth Avenue Suite 700 Anchorage, AK 99501 Phone: (907) 263 -6300 JOINT STATUS REPORT AND [PROPOSED] ORDER Fax: (907) 263 -6345 Exxon Mobil Corporation. v. State of Alaska, Oil and Gas Conservation Commission, Case No. 3AN -09 -07768 CI Page 6 of 7 • • Richard Todd Senior Assistant Attorney General Jonathan Katchen Assistant Attorney General State of Alaska, Oil, Gas & Mining Section 1031 West 4 Avenue, Suite 200 Anchorage, AK 99501 AL ... Melody B 'ssey, Legal ecretary PATTON BOGGS LLP • PATTON BOGGS LLP Law Offices 601 West Fifth Avenue Suite 700 Anchorage, AK 99501 Phone: (907) 263 -6300 JOINT STATUS REPORT AND [PROPOSED] ORDER Fax: (907) 263 -6345 Exxon Mobil Corporation. v. State of Alaska, Oil and Gas Conservation Commission, Case No. 3AN -09 -07768 CI Page 7 of 7 70300 , N r IN THE SUPERIOR COURT FOR THE STATE OF ALASKA THIRD JUDICIAL DISTRICT AT ANCHORAGE EXXON MOBIL CORPORATION, ) ) Appellant, ) ) v. ) ) STATE OF ALASKA, Oil and Gas Consevation ) Commission, ) ) Appellee. ) Case No. 3AN -09 -7768 CI ORDER DENYING MOTION TO DISMISS Appellee Alaska Oil and Gas Conservation Commission having moved to dismiss the appeal of Chevron U.S.A. Inc. ( "Chevron "), and this Court having considered the motion and Chevron's response, IT IS ORDERED that the Motion to, Dismiss the appeal is DENIED based on P101iate Rule 602(h) and Appellate F. 204(a)(2). The parties snail file (either jointly or separately) a proposed briefing schedule on or before October , 9, 2009. Thereafter, this court shall enter an order setting forth a briefing schedule. k ( DATED this day of September, 2009. Sharon L__Gleasan p erior Court Judge .._ Superior I certify that on 9 -1 8 �r) / a copy of the above was mailed to each of the f. • i. -t their addresses of record: ft‘ W- A "n strative Assistant G ( ; ( /Cv 5& S 7 bwl 0_1 1 4-eum4 ' ( °-)1(6-- o4 1 1 Id Wd00:00 600? SE 'daS Z09Z ZZZ L06: 'ON Xdd ZINIW: WONJ r • IN THE SUPERIOR COURT FOR THE STATE OF ALASKA THIRD JUDICIAL DISTRICT AT ANCHORAGE Exxon Mobil Corporation and, ) Chevron U.S.A. Inc., ) ) Appellants, )y`1y _ C VE ) v. ) AUG 03 x009 ) Alaska Oil and `Gas ) K L GATES LLP Conservation Commission ) ) Appellee. ) ) Case No. 3AN -09- 07768 -Civil OPPOSITION OF CHEVRON U.S.A. INC. TO APPELLEE'S MOTION TO • DISMISS CHEVRON U.S.A. INC.'S NOTICE OF APPEAL Appellant Chevron U.S.A. Inc. ( "Chevron ") submits the following response in opposition to the motion of Appellee Alaska Oil and Gas Conservation Commission ( "AOGCC ") to dismiss Chevron's appeal from the April 6, 2009 Order Dismissing Petition and May 4, 2009 Order Denying Reconsideration. AOGCC's motion improperly seeks to limit Chevron's .right to fully participate in this appeal, which was filed by ExxonMobil Corporation ( "ExxonMobil "). ARGUMENTS AND AUTHORITIES A. Chevron is a party to the appeal and properly submitted its notice of appeal. Chevron was granted leave to intervene in the underlying AOGCC proceeding on July 10, 2007. Alaska Rule of Appellate Procedure ( "ARAP ") DELANEY WILES, INC. 1007W 5T9poAVENUE 602(h) provides that "[aill parties to the trial court or agency action when the final ANCHORAGE, ALASKA 99501 (907) 279 -3581 FAX (907) 277-1331 • • order of judgment was entered are parties to the appeal." Accordingly, Chevron is a proper party to this appeal, and dismissal of its properly -filed notice would • serve no purpose. While Chevron might have been precluded from initiating this appeal by AS 31.05.080(b) in the first instance, the appellate rules expressly permit Chevron to file its own notice of appeal when another party first takes an appeal. That happened here. Chevron filed its notice under ARAP 602(a)(3), which allows a party to submit a notice of appeal in accordance with ARAP 204(a)(2). And ARAP 204(a)(2) provides that "[i]f a timely notice of appeal is filed by a party, any other party may file a notice of appeal within 14 days of the filing of any timely notice of appeal by any other party..." (emphasis added). ExxonMobil filed its Notice of Appeal on June 3, 2009, and Chevron timely filed its notice pursuant to Rules 602(a)(3) and 204(a)(2) on June 16, 2009. B. The remedies required by AS 31.05.080 have been exhausted and any limitation on Chevron's right to participate in the appeal would be a violation of due process. AOGCC ignores the Alaska Rules of Appellate Procedure under which Chevron filed its notice of appeal. Instead, AOGCC points solely to AS 31.05.080(b) as support for its motion to dismiss. But AS 31.05.080(b) does not apply to Chevron's appeal. Moreover, construing the statute in a manner inconsistent with the applicable appellate rules to limit Chevron's participation )ELANEY WILES, INC. would violate Chevron's due process right to represent its interests in this SUITE 400 1007 WEST inn AVENUE 4NCHORAGE, ALASKA 99501 Opposition Of Chevron U.S.A. Inc. To Appellee's Motion To (907) 279 -3581 Dismiss Chevron U.S.A. Inc.'s Notice Of Appeal FAX (907) 277-1331 EXXONMOBIL CORPORATION, ET AL. V. AOGCC /CASE NO. 3AN-09-07768-CI PAGE 2 OF 11 • • proceeding. AOGCC's argument also ignores that Chevron did not initiate this appeal, • ExxonMobil did. Chevron merely joined the existing appeal by means of its notice as it is permitted to do under the Alaska Rules of Appellate Procedure. Further, it is not disputed that Chevron's rights may be affected by this appeal. Accordingly, any limitation on Chevron's ability to appear and fully represent its interests would be a denial of due process. 1. Chevron's notice of appeal was filed under Alaska appellate rules, which apply after an appeal has been properly initiated under AS 31.05.080(b). AS 31.05.080(b) provides that a person who has applied for . reconsideration of an AOGCC decision and is dissatisfied with its disposition may appeal to the superior court, and that the questions reviewed on appeal are limited to those presented in the application for reconsideration. ExxonMobil . applied for reconsideration, was dissatisfied with the disposition of its application, and properly initiated this appeal. Chevron's interests are aligned with ExxonMobil's. Chevron was a party before AOGCC as a result of its intervention in the AOGCC proceeding, and it would be a party to this appeal under ARAP )ELANEY WILES, INC. SUITE 400 'AS 31.05.080(b). 1007 WEST 3no AVENUE NCHORAGE, ALASKA 99501 Opposition Of Chevron U.S.A. Inc. To Appellee's Motion To (907) 279.3591 Dismiss Chevron U.S.A. Inc.'s Notice Of Appeal FAX (907) 277.1331 EXXONMOBIL CORPORATION, ET AL. V. AOGCC /CASE NO. 3AN -09- 07768 -CI PAGE 3 OF 11 • • 602(h) even had it not filed its own notice of appeal as permitted by ARAP 204(a)(2). Additionally, however, ARAP 602(h) provides that all parties who do not file an appeal, whether separately or jointly, will be appellees. Accordingly, if the rules did not provide a mechanism for parties like Chevron - whose interests are aligned with ExxonMobil's and adverse to AOGCC — to appear as an appellant, ARAP 602(h) would produce the anomalous result that Chevron would be procedurally aligned with AOGCC even though its position on the merits is aligned with ExxonMobil. But the appellate rules do not compel this result. As demonstrated in Section A above, they expressly permit Chevron to perfect its own appeal where an appeal has been properly filed by another party to the agency proceeding, thereby positioning it in its correct role as an appellant. There is no reason to construe AS 31.05.080(b) in a manner inconsistent with the appellate rules. Indeed, the absurdity of doing so is revealed by ; considering the adverse procedural ramifications such a result would produce. For example, if AOGCC's motion to dismiss were granted, and Chevron in the a appeal as an appellee under ARAP 602(h), participates pp pp Chevron would be submitting its merits briefing contemporaneously with A OGCC, with which it is in substantive disagreement. This would deprive AOGCC of an opportunity to JELANEY WILES, INC. 2 ARAP 602(h) states, in part: "All parties to the trial court or agency action when the final order SUITE 400 or judgment was entered are parties to the appeal." 1007 WEST 3. AVENUE 4NCHOR3A95E0,1ALASKA Opposition Of Chevron U.S.A. Inc. To Appellee's Motion To (907) 279-3581 • Dismiss Chevron U.S.A. inc.'s Notice Of Appeal FAX (907) 277-1331 EXXONMOBiL CORPORATION, ET AL, v. AOGCC /CASE NO. 3AN -09- 07768 -CI PAGE 4 OF 11 i • present its briefing in response to Chevron's, and it would deprive Chevron of an opportunity to submit a reply to AOGCC's merits briefing. • This result would disadvantage the parties and the Court. It is not a result that AS 31.05.080(b) compels, and it would be contrary to the result the appellate rules provide for. 2. The exhaustion of remedies requirement of AS 31.05.080(b) was satisfied by ExxonMobil's application for reconsideration. AS 31.05.080(b) provides that a person who has applied for reconsideration of an agency decision may appeal if it is dissatisfied with the disposition of the application for reconsideration. ExxonMobil invoked this provision and initiated this appeal, and Chevron joined ExxonMobil's appeal by filing its separate notice of appeal as the appellate rules provide. AOGCC argues, however, that AS 31.05.080(b) required Chevron to file a separate motion for reconsideration as a prerequisite to filing its own notice joining ExxonMobil's existing appeal. But that is not what the statute says. The purpose of the exhaustion of the remedies doctrine is to allow an administrative agency to perform functions within its special competence, such as making a factual record, applying its expertise, and correcting its own errors, so as to moot judicial controversies. That purpose was served by ExxonMobil's reconsideration motion. And Chevron's Statement of Points on Appeal does not expand the scope of the appeal. The only separate point Chevron identified, its )ELANEY WILES, INC. 3 Van Hyning v. University of Alaska, 621 P.2d 1354, 1355 (Alaska 1981) (citing Parisi v. SUITE 400 Davidson, 405 U.S. 34, 37 (1972)). 1007 WEST 3. AVENUE \NCI-1ORAGE, ALASKA 99501 Opposition Of Chevron U.S.A. Inc. To Appellee's Motion To (907) 279-3581 Dismiss Chevron U.S.A. Inc.'s Notice Of Appeal FAX (907) 277.1331 EXXONMOBIL CORPORATION, ET AL. V. AOGCC /CASE NO. 3AN- 09- 07768 -Ci PAGE 5 OF 11 ! • Point Number 1, falls fully within the ambit of ExxonMobil's Point Number 1. In any event, the questions reviewable on appeal are limited to the questions presented to AOGCC in ExxonMobil's application for reconsideration. See AS 31.05•.080(b). And the statute does not purport to preclude other affected parties from being heard on those questions. 3. Granting AOGCC's motion to dismiss would be an abuse of discretion because the parties' administrative remedies have been exhausted. In any event, it is within this Court's discretion to permit a claim to proceed even where all administrative remedies have not been exhausted. And in deciding whether to require exhaustion of remedies in a particular case, a court should "balance the interest in allowing [an agency] to apply its special competence and expertise, correct its errors,' ,develop a proper record, and discourage deliberate flouting of its procedures with [a party's] interest in the availability of adequate redress for [its] grievances. " To the extent that it is necessary given the appellate rules expressly permitting Chevron to file a notice of appeal in these circumstances, the Court should exercise its discretion to allow Chevron's filing. AOGCC seeks only slavish adherence to its reading of AS 31.05.080(b) even though a contrary result: (a) would prejudice Chevron; (b) )ELANEY WILES, INC. 4 See Eufemio v. Kodiak Island Hosp., 837 P.2d 95, 99 (Alaska 1992). SUITE 400 5 1d, at 99. • 1007 WEST 3no AVENUE >NCHORAGE, ALASKA 99501 Opposition Of Chevron U.S.A. Inc. To Appellee's Motion To (907) 279.3581 Dismiss Chevron U.S.A. Inc.'s Notice Of Appeal FAX (907) 277 -1331 EXXONMOBIL CORPORATION, ETAL. v. AOGCC /CASE NO. 3AN -09- 07768 -CI PAGE 6 OF 11 �► • would not prejudice AOGCC; and (c) would not serve the purpose of the statute because AOGCC received its reconsideration opportunity. Finally, the language contained in AOGCC's Order Dismissing Petition is consistent with Chevron's participation in this appeal. The Order states: "If the Commission denies reconsideration, upon denial, this order or decision and the denial of reconsideration are FINAL and may be appealed to superior court. " The Order does not limit the right of appeal to the party that files the motion for reconsideration. This is consistent with the conclusion that the filing of a motion for reconsideration fulfills the purpose of the exhaustion of remedies requirement. Under these circumstances, the Court either should find that administrative remedies have been exhausted, and that Chevron 'is not prohibited from filing a , notice the appellate rules expressly authorize, or it should exercise its discretion to allow Chevron's notice of appeal. 4. AOGCC's reading of AS 31.05.080(b) would unconstitutionally limit Chevron's due process rights. AOGCC's reading of AS 31.05.080 to prevent Chevron from fully participating in this appeal would cause a violation of Chevron's due process rights under the United States and Alaska Constitutions. The Alaska Supreme Court applies the procedural due process analysis developed by the United )ELANEY WILES, INC, SUITE 400 6 Order Dismissing Petition, dated April 6, 2009, at 9. 1007 WEST 3. AVENUE >NCHOR9950A 50 1 ALASKA Opposition Of Chevron U.S.A. Inc. To Appellee's Motion To (907) 279-3581 Dismiss Chevron U.S.A. Inc.'s Notice Of Appeal FAX (907) 277-1331 EXXONMOBIL CORPORATION, ET AL. V. AOGCC /CASE NO. 3AN -09- 07768 -CI PAGE 7 OF 11 • • States Supreme Court in Mathews v. Eldridge. The test takes the following factors into account: [F]irst, the private interest that will be affected by the official action; second, the risk of erroneous deprivation of such interest through the procedures used, and the probable value, if any, of additional or substitute procedural safeguards; and finally, the Government's interest, including the function involved and the fiscal and administrative burdens that the additional or substitute procedural requirement would entail. All of these factors weigh in favor of the denial of AOGCC's motion to dismiss. The AOGCC orders from which ExxonMobil and Chevron have appealed address the unitization of oil and gas leases in which Chevron has an approximate one - quarter undivided working interest. As a substantial working interest owner in the teases affected by the AOGCC's orders, Chevron has a significant private interest in the appeal of the orders. Thus, the first Mathews consideration weighs in favor of allowing Chevron's notice. A second Mathews element requires consideration of the governmental function involved and the additional burden on the State of the additional procedural protection. The governmental function involved is the disposition of a petition for the unitization of mineral leases in which Chevron has a substantial interest. And dismissing Chevron's notice of appeal would not relieve the State ? See Barrington v. Alaska Comm. Sys. Group, Inc., 198 P.3d 1122, 1132 (Alaska 2008 Y P � ( 2008); )ELANEY WILES, INC. Brandal v. State, Commercial Fisheries Entry Comm'n, 128 P.3d 732, 738 (Alaska 2006). SUITE 400 8 Mathews v. Eldridge, 424 U.S. 319, 334 -35 (1976). 1007 WEST 3. AVENUE 1NCHORA9SEO,lALASKA Opposition Of Chevron U.S.A. Inc. To Appellee's Motion To (907) 279 -3591 Dismiss Chevron U.S.A. Inc.'s Notice Of Appeal I:'AX (907) 277 -1331 EXXONMOBIL CORPORATION, ET AL. V. AOGCC /CASE NO. 3AN -09- 07768 -CI PAGE 8 OF 11 of any additional administrative or financial burden. The appeal would proceed in any event, and allowing Chevron to fully participate in an appeal that has already been initiated, and against which the AOGCC must defend in any event, is a simple procedural safeguard that will help to insure Chevron's interests are protected. The third element of the Mathews test requires consideration of the risk of an erroneous deprivation of a party's interests that might result, and the probable value of the additional procedural safeguard. Here, AOGCC attempts to limit Chevron's ability to protect its interests in an appeal in which its substantial property rights may be affected. Without the unfettered ability to protect its interests as it deems appropriate, the risk of an erroneous deprivation is necessarily substantially increased, and the proper protection of Chevron's discrete interests can be achieved only if AOGCC's motion to dismiss is denied. Construing AS 31.05.080(b) to deprive Chevron of the right to file its notice of appeal is unnecessary, as explained above, but also, under Mathews, it would cause the statute to be unconstitutional in its application here. In such circumstances, even if the Court were to accept AOGCC's construction of the statute, the Court should exercise its discretion to deny AOGCC's motion to dismiss. For these reasons, Chevron requests that the Court deny AOGCC's )ELANEY WILES, INC. motion to dismiss Chevron's appeal. SUITE 400 1007 WEST 3no AVENUE k NCHORAGE. ALASKA 99501 Opposition Of Chevron U.S.A. Inc. To Appellee's Motion To (907) 279-3581 Dismiss Chevron U.S.A. Inc.'s Notice Of Appeal FAX (907) 277.1331 EXXONMOBIL CORPORATION, ET AL. V. AOGCC /CASE NO.3AN -09- 07768 -CI PAGE 9 OF 11 410 Dated at Anchorage, Alaska this 31st day of July, 2009. DELANEY WILES, INC. ATTORNEYS FOR APPELLANT CHEVRON U.S.A. INC. to en M.Ell(s Alaska Bar No. 7510065 OF COUNSEL THOMPSON & KNIGHT LLP P. Jefferson Ballew Texas Bar No. 01654980 G. Luke Ashley Texas Bar No. 01377500 1722 Routh Street, Suite 1500 Dallas, Texas 75201 -4693 214 - 969 -1700 Fax: 214 - 969 -1751 CERTIFICATE OF SERVICE I hereby certify that on this the 31st day of July, 2009, a true and correct copy of the foregoing OPPOSITION OF CHEVRON U.S.A. INC. TO APPELLEE'S MOTION TO DISMISS CHEVRON U.S.A. INC.'S NOTICE OF APPEAL was sent by United States Mail to the following: William B. Rozell Douglas J. Serdahely Post Office box 20730 Kevin D. Callahan Juneau, Alaska 99802 Patton Boggs 601 West Fifth Avenue, Suite 700 . Anchorage, Alaska 99501 John Daum C. Stephen Luna Sharon Tomkins 800 Bell Street, Suite 1707J O'Melveny & Myers Houston, Texas 77002 400 South Hope Street IELANEY WILES, INC. Los Angeles, California 90071 SUITE 400 1007 WEST 3. AVENUE ,NCHORAGE, ALASKA 99501 Opposition Of Chevron U.S.A. Inc. To Appellee's Motion To (907) 279.3561 Dismiss Chevron U.S.A. Inc.'s Notice Of Appeal FAX (907) 277-1331 EXXONMOBIL CORPORATION, ET AL. V. AOGCC /CASE NO. 3AN -09- 07768 -CI PAGE 10 OF 11 • Robert Mintz Chris Wyatt Louisiana W. Cutler Brad McKim K &L Gates LLP BP Exploration (Alaska), Inc. 420 L Street, Suite 400 Law Department Anchorage, Alaska 99501 Post Office3 Box 196612 Anchorage, Alaska 99519 Jonathan Katchen Matthew T. Findley Asst. Attorney General Dani Crosby State of Alaska /Dept. of Law Ashburn & Mason, P.C. Oil, Gas & Mining Section 1227 West 9 Avenue 1031 West 4 Avenue Suite 200 Suite 200 Anchorage, Alaska 99501 Anchorage, Alaska 99501 David B. Ruskin Randal M. Kirk 601 West 5 Avenue, Suite 600 Messner & Reeves, LLC Anchorage, Alaska 99501 1430 Wynkoop, Suite 400 Denver, Colorado 80202 Susan Orlansky Spencer C. Sneed Feldman Orlansky & Sanders Dorsey & Whitney, LLP 500 L Street, Suite 400 1031 West 4 Avenue, Suite 600 Anchorage, Alaska 99501 Anchorage, Alaska 99501 George Lyle Mark Worcester Guess & Rudd ConocoPhillips Alaska, Inc. 510 L Street, Suite 700 Legal Department Anchorage, Alaska 99501 Post Office Box 100360 Anchorage, Alaska 99501 Bradford G. Keithley P. Jefferson Ballew Perkins Coie LLC Luke Ashley 1029 West Third Avenue Thompson & Knight LLP Suite 300 1722 Ro Street, Suite 1500 Anchorage, Alaska 99501 ,r• Dalla . , exas 7:5201 -2533 Donna K Daniels /157506 ELANEY WILES, INC. SUITE 400 007 WEST 3no AVENUE NCHORA ALASKA Opposition Of Chevron U.S.A. Inc. To A ellee's Motion To 99501 PP PP (907) 279 -3581 Dismiss Chevron U.S.A. Inc.'s Notice Of Appeal FAX (907) Z77-1331 EXXONMOBIL CORPORATION, ET AL. V. AOGCC /CASE NO. 3AN-09-07768-CI PAGE 11 OF 11 O r • • IN THE SUPERIOR COURT FOR THE STATE OF ALASKA THIRD JUDICIAL DISTRICT AT ANCHORAGE Exxon Mobil Corporation, Appellant, v. State of Alaska, Oil and Gas Conservation Commission, Case No. 3AN -09 -07768 CI Appellee. MOTION TO DISMISS APPEAL OF CHEVRON U.S.A. INC. Appellee Alaska Oil and Gas Conservation Commission ( "Commission ") moves to dismiss the appeal of Chevron U.S.A. Inc. ( "Chevron ") for failure to comply with a mandatory statutory prerequisite for appeals of Commission decisions to the Superior Court. This case involves a petition for compulsory unitization of oil and gas leases under AS 31.05.110(b). The petition was filed by Exxon Mobil Corporation ( "Exxon Mobil ") and was ultimately dismissed without prejudice by the Commission.' Exxon Mobil then applied to the Commission for reconsideration of the order of dismissal, as provided by AS 31.05.080(a). Following the Commission's denial of reconsideration, Exxon Mobil o, 0 appealed to this Court. Chevron subsequently filed its own Notice of Appeal. For the wv � ¢ � < W¢w x See Order Dismissing Petition, accompanying Chevron's Notice of Appeal. o .-1 2 See Order Denying Reconsideration, accompanying Chevron's Notice of Appeal. Motion to Dismiss Appeal of Chevron U.S. Inc. Exxon Mobil Corp. v. State of Alaska,Oil & Gas Conservation Comm., Case No. 3AN -09 -07768 CI 0 Page 1 of 5 py • • reasons stated below, Chevron's appeal should be dismissed. Shortly after Exxon Mobil's petition was originally filed with the Commission, Chevron moved to intervene in the Commission proceedings, and the Commission allowed Chevron to intervene. However, Chevron never participated in any of the proceedings. In particular, Chevron did not participate in briefing, for or against, the motion of the Department of Natural Resources to dismiss Exxon Mobil's petition for compulsory unitization, or in oral argument on the motion. Nor, after the Commission granted the motion to dismiss, did Chevron seek reconsideration, although the Commission's order of dismissal expressly informed all recipients, including Chevron, of their right to apply for reconsideration. Having remained silent throughout the Commission proceedings, Chevron has now rediscovered its voice and wants to challenge the Commission's decision in court. It is too late. "Unless the legislature provides otherwise, administrative decisions are presumed to be judicially reviewable. " In the case of decisions of the Alaska Oil and Gas Conservation Commission, the legislature has conditionally "provide[d] otherwise," by establishing a limitation on the right to judicial review: namely, a statutory requirement to exhaust administrative remedies before appealing the administrative decision to Superior Court. This statutory exhaustion requirement is set out in AS 31.05.080. rz ° ,6 AS 31.05.080(a) provides that a person affected by an order or decision of the ¢ a x 3 See Order Dismissing Petition at 9, accompanying Chevron's Notice of Appeal. a W 4 Bethel Utilities Corp. v. City of Bethel, 780 P.2d 1018, 1022 (Alaska 1989). u Motion to Dismiss Appeal of Chevron U.S. Inc. Exxon Mobil Corp. v. State ofAlaska,Oil & Gas Conservation Comm., Case No. 3AN -09 -07768 CI Page 2 of 5 • Commission "may file with the commission an application for reconsideration of the matter determined by the order or decision, setting out the respect in which the order or decision is believed to be erroneous." AS 31.05.080(b) provides: A person who has applied for reconsideration and is dissatisfied with the disposition of the application for reconsideration may appeal to the superior court. The questions reviewed on appeal are limited to the questions presented to the commission by the application for reconsideration. Thus, the legislature has provided an administrative remedy for persons aggrieved by Commission decisions — namely, applying to the Commission for reconsideration -- and has expressly limited the right to appeal to those persons who have pursued that administrative remedy. In this case, Chevron failed to apply to the Commission for reconsideration of the order of dismissal. Consequently, under AS 31.05.080(b), Chevron does not have the right to appeal to Superior Court. Chevron's appeal must be dismissed. DATED at Anchorage, Alaska this 7 f I day of July, 2009. K &L GATES LLP By: ee,,9 Robert E. Mintz, Alaska Bar No. 7705045 Louisiana W. Cutler, Alaska Bar No. 9106028 Attorneys for Appellee State of Alaska, Oil and Gas Conservation Commission Ft FA CA 5 W ¢ W ¢ W 5 Emphasis supplied. Motion to Dismiss Appeal of Chevron U.S. Inc. Exxon Mobil Corp. v. State of Alaska,Oil & Gas Conservation Comm., Case No. 3AN -09 -07768 CI Page 3 of 5 • • CERTIFICATE OF TYPEFACE AND OF SERVICE I hereby certify that, on the - day of July 2009, I caused a true and correct copy of the foregoing Motion to Dismiss Appeal of Chevron U.S.A. Inc., together with the accompanying proposed Order Dismissing Appeal of Chevron U.S.A. Inc., to be served on the persons listed below, and that font used herein is Times New Roman 13 point. William B. Rozell Douglas J. Serdahely P.O. Box 20730 Kevin D. Callahan Juneau, AK 99802 Patton Boggs LLP 601 W. Fifth Avenue, Suite 760 Anchorage, AK 99501 John Daum C. Stephen Luna Sharon Tomkins 800 Bell St., #1707J O'Melveny & Myers Houston, TX 77002 400 South Hope Street Los Angeles, CA 90071 Jonathan Katchen Matthew T. Findley State of Alaska Dani Crosby Assistant Attorney General Ashburn & Mason, P.C. Oil, Gas & Mining Section 1227 W. 9th Ave., Suite 200 1031 W. 4 Ave., Suite 200 Anchorage, AK 99501 Anchorage, AK 99501 Stephen Ellis P. Jefferson Ballew Delaney Wiles, Inc. Luke Ashley 1007 W. 3Td Ave., #400 Thompson & Knight LLP Anchorage, AK 99501 1722 Routh St., Suite 1500 Dallas, TX 75201 -2533 Chris Wyatt George R. Lyle, Esq. ° Brad McKim Guess and Rudd P.C. • w a s N BP Exloration (Alaska), Inc. 510 L. St., Suite 700 Law Department Anchorage, AK 99501 ✓ ¢ z P.O. Box 196612 Anchorage, AK 99519 • g • W Motion to Dismiss Appeal of Chevron U.S. Inc. Exxon Mobil Corp. v. State of Alaska,Oil & Gas Conservation Comm., Case No. 3AN -09 -07768 CI Page 4 of 5 N • . • Mark P. Worcester David B. Ruskin ConocoPhillips (Alaska), Inc. Law Office of David B. Ruskin, PC Senior Counsel 601 W. 5 Ave., Suite 600 P.O. Box 100360 Anchorage, AK 99501 Anchorage, AK 99510 Randal M. Kirk Messner & Reeves L.L.C. 1430 Wynkoop, Suite 400 Denver, CO 80202 by: -14,a1+€1,— .S. Mail By: Lynne dersen Assista t to Robert E. Mintz as o -� W N o E-[= ¢ uaa.. 2 °oa H u Motion to Dismiss Appeal of Chevron U.S. Inc. Exxon Mobil Corp. v. State of Alaska,Oil & Gas Conservation Comm., Case No. 3AN -09 -07768 CI Page 5 of 5 • • IN THE SUPERIOR COURT FOR THE STATE OF ALASKA THIRD JUDICIAL DISTRICT AT ANCHORAGE Exxon Mobil Corporation, Appellant, v. Case No. 3AN -09 -07768 CI State of Alaska, Oil and Gas Conservation Commission, Appellee. ORDER DISMISSING APPEAL OF CHEVRON U.S.A., INC. Appellee Alaska Oil and Gas Conservation Commission having moved to dismiss the appeal of Chevron U.S.A. Inc. ( "Chevron "), and this Court having considered the motion and Chevron's response, IT IS ORDERED that Chevron's appeal is DISMISSED. Dated this day of , 2009. Sharon L. Gleason SUPERIOR COURT JUDGE c O C7 Q z Order Dismissing Appeal of Chevron U.S.A. Inc. Exxon Mobil Corp. v. State of Alaska,Oil & Gas Conservation Comm., ... Case No 3AN -09 -07768 CI Page 1 of 1 .� � f R C:7 • RECEIVErAll DAYTON BOGGSLLP i� ' 4 ?t JD9� 601 West Fifth Avenue Suite 700 A T T O R N E Y S AT LAW iiaska Uri & Gas =1`N ' Gorrlml ;1103. Anchorage, Alaska 99501 ftt t i raq'`` 907- 263 -6300 Facsimile 907 - 263 -6345 www.pattonboggs.com June 23, 2009 Douglas J. Serdahely 907 -263 -6310 DSerdahely@pattonboggs.com Jody J. Columbie Special Assistant State of Alaska Alaska Oil and Gas Conservation Commission 333 W. 7th Avenue, Suite 100 Anchorage, AK 99501 -3539 Re: Exxon Mobil Corporation v. State of Alaska„ Oil and Gas Conservation Commission Case No. 3AN -09 -07768 CI Dear Ms. Columbie: Pursuant to your June 19, 2009 letter to me, wherein the Alaska Oil & Gas Conservation Commission ( "AOGCC ") requested Exxon Mobil Corporation to pay in advance estimated record preparation costs for the appellate record in the above - mentioned appeal of $250.00, enclosed please find a check to the AOGCC for $250.00 for such estimated record preparation costs. Please let me know if you have any questions about this payment. Thank you. Sincerely, Douglas J. Ser hely DJS:mlb Enclosure Washin ton,; 66 g+ < ".NQrttt:e:rm 1Fjrg"i -n;ta :; 1 I New aefFsay I f.- New Wok k' : " " " "sI; velo :Doha, Qatar 4854 PATTON BOGGS LLP NORTHRIM BANK 601 WEST FIFTH AVENUE, SUITE 700 ANCHORAGE, AK 99503 ANCHORAGE, AK 99501 89 -93 -1252 6/22/2009 907 - 263 -6300 PAY TO THE State Of Alaska - Alaska Oil & Gas Conservation Commission $ "250.00 ORDER OF Two Hundred Fifty Only""""""."************************""""""******************************************""*" * * * * * * * * * * * * * * * * * * * * * * * * * * * * * ** DOLLARS 2 MEMO Client #010956.0103 i q II'0048541I' 1: L252009341:0 L0 70 5 709 30 • • • • AMENDED ✓� ► '" AGENCY'S LIST OF PARTIES & ATTORNEYS WHO APPEARED V∎-z. ER BEFORE THE AGENCY 4 < Case Title Exxon Mobil Corporation vs. State of Alaska, Oil and Gas Conservation Cossion Appeal Case No. 3AN- 09- 07768CI Admin. Agency No.: CO 584 Agency Name: Alaska Oil and Gas Conservation Commission Hearing Officer: None Name of Party Name and Address of Attorney of Record Exxon Mobil Corporation William B. Rozell PO Box 20730 Juneau, AK 99802 Douglas J. Serdahely Kevin D. Callahan Patton Boggs, LLP 601 West 5th Avenue, Suite 700 Anchorage, AK 99501 John Daum Sharon Tomkins O'Melveny & Myers 400 South Hope Street Los Angeles, CA 90071 C. Stephen Luna 800 Bell Street #1707J Houston, Texas 77002 State of Alaska Jonathan Katchen Department of Natural Resources State of Alaska Assistant Attorney General Oil, Gas & Mining Section 1031 West 4 Avenue, Suite 200 Anchorage, AK 99501 Matthew T. Findley Dani Crosby Ashburn & Mason, P.C. 1227 West 9 Avenue, Ste. 200 Anchorage, AK 99501 App. R. 602 (d)(2) Page 1 of 2 • • Chevron USA Inc. Stephen Ellis Delaney Wiles, Inc. 1007 West 3rd Avenue, #400 Anchorage, AK 99501 P. Jefferson Ballew Luke Ashley Thompson & Knight LLP 1722 Routh Street, Suite 1500 Dallas, Texas 75201 -2533 BP Exploration (Alaska), Inc. Chris Wyatt Brad McKim BP Exploration (Alaska), Inc. Law Department PO Box 196612 Anchorage, Alaska 99519 George R. Lyle, Esq. Guess and Rudd P.C. 510 L Street, Suite 700 Anchorage, Alaska 99501 ConocoPhillips Alaska, Inc. Mark P. Worcester ConocoPhillips (Alaska), Inc. Senior Counsel PO Box 100360 Anchorage, Alaska 99510 Leede Operating Company, L.L.C. David B. Ruskin Law Office of David B. Ruskin, PC 601 West Stn Avenue, Suite 600 Anchorage, AK 99501 Randal M. Kirk Messner & Reeves L.L.C. 1430 Wynkoop, Suite 400 Denver, CO 80202 eo_Quw Date J 6 7 ) .41onvoie, Special Assistant Alaska Oil and Gas Conservation Commission Page 2 of 2 App. R. 602 (d)(2) • • IN THE SUPERIOR COURT FOR THE STATE OF ALASKA c °' we THIRD JUDICIAL DISTRICT AT ANCHORAGE 4 Exxon Mobil Corporation, ) ) Appellant, ) vs. ) ) State of Alaska, Oil and Gas Conservation ) Commission, ) ) Appellee. ) ) Case No. 3AN- 09- 07768CI Certificate of Service I certify that on June 19, 2009 a copy of the Amended Agency's List of Parties & Attorneys Who Appeared in the Matter before the Agency was mailed to each of the following at their addresses of record. William B. Rozell PO Box 20730 Juneau, AK 99802 Douglas J. Serdahely Kevin D. Callahan Patton Boggs, LLP 601 West 5 Avenue, Suite 700 Anchorage, AK 99501 John Daum Sharon Tomkins O'Melveny & Myers 400 South Hope Street Los Angeles, CA 90071 Page 1 of 3 • C. Stephen Luna 800 Bell Street #1707J Houston, Texas 77002 Jonathan Katchen State of Alaska Assistant Attorney General Oil, Gas & Mining Section 1031 West 4 Avenue, Suite 200 Anchorage, AK 99501 Robert Mintz K &L Gates LLP 420 L Street, Suite 400 Anchorage, Alaska 99501 Stephen Ellis Delaney Wiles, Inc. 1007 West 3 Avenue, #400 Anchorage, AK 99501 P. Jefferson Ballew Luke Ashley Thompson & Knight LLP 1722 Routh Street, Suite 1500 Dallas, Texas 75201 -2533 Chris Wyatt Brad McKim BP Exploration (Alaska), Inc. Law Department PO Box 196612 Anchorage, Alaska 99519 George R. Lyle, Esq. Guess and Rudd P.C. 510 L Street, Suite 700 Anchorage, Alaska 99501 Page 2 of 3 • • • Mark P. Worcester ConocoPhillips (Alaska), Inc. Senior Counsel PO Box 100360 Anchorage, Alaska 99510 Matthew T. Findley Dani Crosby Ashburn & Mason, P.C. 1227 West 9th Avenue, Ste. 200 Anchorage, AK 99501 David B. Ruskin Law Office of David B. Ruskin, PC 601 West 5 Avenue, Suite 600 Anchorage, AK 99501 Randal M. Kirk Messner & Reeves L.L.C. 1430 Wynkoop, Suite 400 Denver, CO 80202 41 • Jo4 J. e Special Assistant to the Commission Page 3 of 3 Ir o 1s e� i 4 SARAH PALM, GOVERNOR o _ ( L , ALAS OIL AND GAS F � 333 W. 7th AVENUE, SUITE 100 CONSERVATION COMMISSION / ANCHORAGE, ALASKA 99501 -3539 rP PHONE (907) 279 -1433 FAX (907) 276 -7542 June 19, 2009 Douglas J. Serdahely Patton Bogs, LLP 601 West 5 Avenue, Suite 700 Anchorage, AK 99501 Re: Exxon Mobil Corporation v. State of Alaska, Oil and Gas Conservation Commission, No. 3AN -09 -07768 CI Dear Mr. Serdahely: As you know, Appellate Rule 604(b)(1)(B)(iv) provides that in the absence of an agreement between the parties or an order of the court to the contrary, all reasonable costs incurred in connection with preparing the transcript and the court's copy of the agency file shall be borne by the appellant, and that the preparing agency may require advance payment of the costs as reasonably estimated by the agency. We have determined that the reasonable costs of preparing the court's copy of the agency file in the above - referenced case are $0.25 per page. The estimated number of pages in this case is approximately 1,000, including the transcripts that have already been prepared (and for which the appellant is not being asked to pay other than as to the cost of preparing the copy). Therefore, Exxon Mobil, as appellant, is asked to pay the Commission, in advance of our preparation of the record on appeal, the reasonably estimated costs in the amount of $250. Sincerely, 114 614 I / Jod . olombie Special Assistant � • EIVE P' JUN 1 8 200; STATE OF ALASKA {{�� p�- . :, ALASKA OIL AND GAS CONSERVATION COMIIg518I �'ns Anchorage Re: In the Matter of the Petition of ) ExxonMobil Corporation Pursuant ) to AS 31.05.110 for Approval of ) Unitization of the Point Thomson ) Sand Unit ) Conservation File No. 584 NOTICE OF CHANGE OF ADDRESS TO: THE COURT, ALL PARTIES, AND THEIR COUNSEL OF RECORD: PLEASE TAKE NOTICE THAT P. Jefferson Ballew and G. Luke Ashley, counsel for Chevron U.S.A. Inc., submit their new address, effective immediately: THOMPSON & KNIGHT LLP 1722 Routh Street, Suite 1500 Dallas, TX 75201 -2533 Telephone: (214) 969 -1700 [unchanged] Facsimile: (214) 969 -1751 [unchanged] The street address and ZIP +4 Code are the only changes. The telephone numbers, fax numbers, and e-mail addresses remain the same. All mail and deliveries should be directed to this new address. DATED at Anchorage, Alaska this 18 day of June, 2009. DELANEY WILES, INC. / d; w Ste hen M. Ellis ABA No. 7510065 Of Counsel: P. Jefferson Ballew Luke Ashley Thompson & Knight LLP 1722 Routh Street, Suite 1500 Dallas, Texas 75201 DELANEY WILES, INC. Attorneys for Appellant Chevron SUITE 400 1007 WEST 3RO AVENUE U.S.A. Inc. ANCHORAGE, ALASKA 99501 (907) 279 -3581 NOTICE OF CHANGE OF ADDRESS PAGE 1 FAX (907) 277 -1331 AOGCC Case No. 584 • • • CERTIFICATE OF SERVICE I hereby certify that on this the 18 day of June, 2009, a true and correct copy of the foregoing Notice of Change of Address was sent by United States Mail to the following: William B. Rozell Douglas J. Serdahely Post Office box 20730 Kevin D. Callahan Juneau, Alaska 99802 Patton Boggs 601 West Fifth Avenue, Suite 700 Anchorage, Alaska 99501 John Daum C. Stephen Luna Sharon Tomkins 800 Bell Street, Suite 1707J O'Melveny & Myers Houston, Texas 77002 400 South Hope Street Los Angeles, California 90071 Robert Mintz Chris Wyatt K &L Gates LLP Brad Kim 420 L Street, Suite 400 BP Exploration (Alaska), Inc. Anchorage, Alaska 99501 Law Department Post Office3 Box 196612 Anchorage, Alaska 99519 Jonathan Katchen Matthew T. Findley Asst. Attorney General Dani Crosby State of Alaska /Dept. of Law Ashburn & Mason, P.C. Oil, Gas & Mining Section 1227 West 9 Avenue 1031 West 4 Avenue Suite 200 Suite 200 Anchorage, Alaska 99501 Anchorage, Alaska 99501 David B. Ruskin Randal M. Kirk 601 West 5 Avenue, Suite 600 Messner & Reeves, LLC Anchorage, Alaska 99501 1430 Wynkoop, Suite 400 Denver, Colorado 80202 Susan Orlansky Spencer C. Sneed Feldman Orlansky & Sanders Dorsey & Whitney, LLP 500 L Street, Suite 400 1031 West 4 Avenue, Suite 600 Anchorage, Alaska 99501 Anchorage, Alaska 99501 George Lyle Joseph Farrell Guess & Rudd Mark Worcester 510 L Street, Suite 700 ConocoPhillips Alaska, Inc. Anchorage, Alaska 99501 Legal Department DELANEY WILES, INC. Post Office Box 100360 SUITE 400 Anchorage, Alaska 99501 1007 WEST 3RO AVENUE ANCHORAGE, ALASKA 99501 (907) 279 -3581 NOTICE OF CHANGE OF ADDRESS PAGE 2 FAX (907) 277 -1331 AOGCC Case No. 584 p b • • Bradford G. Keithley P. Jefferson Ballew Perkins Coie LLC Luke Ashley 1029 West Third Avenue Thompson & Knight LLP Suite 300 1722 Routh Street, Suite 1500 Anchorage, Alaska 99501 Dallas, Texas 75201 -2533 Donna K)aniels /156215 DELANEY WILES, INC. SUITE 400 1007 WEST 3RO AVENUE ANCHORAGE, ALASKA 99501 (907) 279 -3581 NOTICE OF CHANGE OF ADDRESS PAGE 3 FAX (907) 277 -1331 AOGCC Case No. 584 CD JP • • IN THE SUPERIOR COURT FOR THE STATE OF ALASKA THIRD JUDICIAL DISTRICT AT ANCHORAGE EXXONMOBIL CORPORATION ) and CHEVRON U.S.A. INC., ) ) COPY O riginal Received Appellants, ) JUN 16 2009 v. ) Clerk of the Trial Courts STATE OF ALASKA, OIL AND GAS ) CONSERVATION COMMISSION ) ) Appellee. ) ) Case No. 3AN -09- 07768 -CI NOTICE OF APPEAL OF CHEVRON U.S.A. INC. Chevron U.S.A. Inc. ( "Chevron ") hereby gives notice of its appeal to the Superior Court for the State of Alaska, Third Judicial District, from the Order Alaska Oil and Gas Conservation Commission Dismissin Petition entered by the a g Y ( "AOGCC ") on April 6, 2009, and the Order Denying Reconsideration entered by the AOGCC on May 4, 2009. ExxonMobil Corporation filed its Notice of Appeal on June 3, 2009. Chevron, which was granted leave to intervene in the AOGCC proceeding on July 10, 2007, is a party to this appeal pursuant to Alaska R. App. P. 602(h). Chevron files this notice pursuant to Alaska R. App. P. 602(a)(3) and 204(a)(2). The appeal is taken from all aspects of the AOGCC's Order Dismissing Petition and Order Denying Reconsideration. ELANEY WILES, INC. SUITE 400 This appeal is taken by: 007 WEST 3no AVENUE NCHORAGE, ALASKA 99501 (907) 279-3581 FAX (907) 277-1331 NOTICE OF APPEAL OF CHEVRON U.S.A. INC. CHEVRON U.S.A INC. v. STATE OF ALASKA/AOGCC - CASE NO. 3AN-09-07768-CI PAGE 1 OF 4 • Chevron U.S.A. Inc. 6001 Bollinger Canyon Road. San Ramon, California 94583 In conformance with Alaska R. App. P. 602(c)(1), this Notice of Appeal is accompanied by: (1) a Statement of Points on Appeal (attached hereto); (2) the filing fee of $150.00; (3) a cost bond of $750.00; (4) a copy of the April 6, 2009 Order Dismissing Petition; (5) a copy of the May 4, 2009 Order Denying Reconsideration; and, (6) proof of service on the Alaska Oil and Gas Conservation Commission and the Attorney General. Dated at Anchorage, Alaska this 16 day of June, 2009. DELANEY WILES, INC. ATTORNEYS FOR APPELLANT CHEVRON U.S.A. INC. By: pm. M. Ellis Alaska Bar No. 7510065 OF COUNSEL THOMPSON & KNIGHT LLP P. Jefferson Ballew Texas Bar No. 01654980 G. Luke Ashley Texas Bar No. 01377500 )ELANEY WILES, INC. 1722 Routh Street, Suite 1500 SUITE 400 Dallas, Texas 75201 -4693 1007 AVENUE ALASKA ALASKA Phone: 214 -969 -1700 /Fax: 214 -969 -1751 99501 (907) 279-3581 FAx (907) 277.1331 NOTICE OF APPEAL OF CHEVRON U.S.A. INC. CHEVRON U.S.A INC: V. STATE OF ALASKA/AOGCC - CASE NO. 3AN- 09- 07768 -CI PAGE 2 OF 4 • • CERTIFICATE OF SERVICE I hereby certify that on this the 16 day of June, 2009, a true and correct copy of the foregoing Notice of Appeal was sent by United States Mail to the following: William B. Rozell Douglas J. Serdahely Post Office box 20730 Kevin D. Callahan Juneau, Alaska 99802 Patton Boggs 601 West Fifth Avenue, Suite 700 Anchorage, Alaska 99501 John Daum C. Stephen Luna Sharon Tomkins 800 Bell Street, Suite 1707J O'Melveny & Myers Houston, Texas 77002 400 South Hope Street Los Angeles, California 90071 Robert Mintz Chris Wyatt K &L Gates LLP Brad Kim 420 L Street, Suite 400 BP Exploration (Alaska),`Inc. Anchorage, Alaska 99501 Law Department Post Office3 Box 196612 Anchorage, Alaska 99519 Jonathan Katchen Matthew T. Findley Asst. Attorney General Dani Crosby State of Alaska /Dept. of Law Ashburn & Mason, P.C. Oil, Gas & Mining Section 1227 West 9 Avenue 1031 West 4 Avenue Suite 200 Suite 200 Anchorage, Alaska ' 99501 Anchorage, Alaska 99501 David B. Ruskin Randal M. Kirk 601 West 5 Avenue, Suite 600 Messner & Reeves, LLC Anchorage, Alaska 99501 1430 Wynkoop, Suite 400 Denver, Colorado 80202 Susan Orlansky Spencer C. Sneed Feldman Orlansky & Sanders Dorsey.& Whitney, LLP 500 L Street, Suite 400 1031 West 4 Avenue, Suite 600 Anchorage, Alaska 99501 Anchorage, Alaska 99501 )ELANEY WILES, INC. SUITE 400 1007 WEST 3. AVENUE tNCHORAGE, ALASKA 99501 (907) 279-3581 FAX (907) 277.1331 NOTICE OF APPEAL OF CHEVRON U.S.A. INC. CHEVRON U.S.A INC. V. STATE OF ALASKA/AOGCC - CASE NO. 3AN- 09- 07768 -CI PAGE 3 OF 4 George Lyle Joseph Farrell Guess & Rudd Mark Worcester 510 L Street, Suite 700 ConocoPhillips Alaska, Inc. Anchorage, Alaska 99501 Legal Department Post Office Box 100360 Anchorage, Alaska 99501 Bradford G. Keithley Perkins Coie LLC 1029 West Third Avenue Suite 300 Anchora• e, Alaska 99501 / • Donna . Daniels /156116 )ELANEY WILES, INC. SUITE 400 1007 WEST 3no AVENUE ,NCHORAGE, ALASKA 99501 (907) 279.3591 FAX (907) 277.1331 NOTICE OF APPEAL OF CHEVRON U.S.A. INC. CHEVRON U.S.A INC. V. STATE OF ALASKA/AOGCC - CASE NO. 3AN- 09- 07768 -CI PAGE 4 OF 4 STATE OF ALASKA ALASKA OIL AND GAS CONSERVATION COMMISSION 333 West Seventh Avenue, Suite 100 Anchorage Alaska 99501 Re: In the Matter of the Petition of Exxon Mobil Corporation ) Docket No. CO -08 -01 Pursuant to AS 31.05.110 for Approval of Unitization of ) Conservation Order No. 584 The Point Thomson Sand Unit ) ) April 6, 2009 ORDER DISMISSING PETITION This matter involving a petition for compulsory unitization has been the subject of an Order Staying Proceedings that was issued on April 11, 2008. The petitioner, Exxon Mobil Corporation ( "ExxonMobil ") has filed a Motion for Limited Lifting of Stay, solely to allow the filing of an updated plan of development for the proposed unit. In addition to opposing ExxonMobil's motion, the Department of Natural Resources ( "DNR ") has filed a renewed motion to dismiss the underlying petition for compulsory unitization. In previously staying the proceedings, the Commission noted that this case raises challenging Iegal issues involving the relationship between the respective unitization authorities of the Commission and DNR. Considerations of administrative and judicial economy and avoidance of potential unnecessary litigation costs and premature decision- making argued, in the Commission's view, for a stay of proceedings. However, an additional prerequisite for the Commission's Order to Stay Proceedings was its belief that a stay would not harm any party. That prerequisite is no longer satisfied. This petition is being relied upon in other forums as a basis for certain of ExxonMobil's contentions regarding the status of state oil and gas leases that is the subject of dispute with DNR. We do not express a position on the validity of those contentions. However, if DNR's motion to dismiss the petition is well founded, then the stay should be lifted and the motion granted, lest an erroneous continuation of this compulsory unitization case harm DNR by 1 • becoming a potential basis for decisions in other forums. Apart from possible harm to DNR, moreover, the public interest would not be served if the Commission's failure to reach the merits of the issues raised by DNR further complicates or confuses the complex Point Thomson litigation between ExxonMobil and DNR. Consequently, it is necessary for the Commission to consider the merits of DNR's motion to dismiss. 1 DNR's Motion to Dismiss Relationship Between Unitization Authorities DNR advances several grounds for dismissal of the petition, but the core contention is that ExxonMobil's invocation of the Commission's compulsory unitization powers here impermissibly attempts to circumvent DNR's statutory responsibility to manage the state's oil and gas leasing program. The tracts that the petition seeks to have the Commission unitize under AS 31.05.110(b) were or are state oil and gas leases that were previously unitized under AS 38.05.180(p), but as to which DNR terminated the unit for lack of timely development as required by the unit agreement. ExxonMobil is challenging the termination decision in court. The relationship between the unitization provisions of Title 31 and those of Title 38 is not a simple issue. Each set of provisions represents a complete unitization law within its own domain. The former provisions are substantially similar to and based on the Interstate Oil and Gas Compact Commission's model statute of its time and on generally applicable conservation statutes found in oil producing states like Oklahoma, where oil and gas are typically found on privately owned land. The latter provisions are substantially similar to and based on the federal i Mineral Leasing Act, under which the United States Department of the Interior comprehensively manages oil and gas development on most federal land. Under Title 38, the Department of In its order scheduling oral argument on the parties' motions, the Commission asked the parties to address, among other questions, whether "the resolution of any of the issues raised by the motions and in the briefing depend[s] on any disputed facts whose determination would require an evidentiary hearing" and "[i]f so, what are those disputed facts ". Neither party identified any such disputed facts. The Commission agrees that the motions are ripe for decision without the need for an evidentiary hearing. 2 • 1 Natural Resources exercises an analogous role with respect to state land. One thing that is clear is that the two unitization laws cannot both be simultaneously applied to their full literal extents, at least with respect to state land, because that plainly would lead to inconsistent results. For example, AS 31.05.110(a) provides that oil and gas lessees may form voluntary units, making no exception for lessees under state oil and gas leases, but AS 38.05.180(p) provides that lessees under state oil and gas leases may not form voluntary units unless DNR approves. A 1996 Attorney General's Opinion discussed the relationship between the Commission's and DNR's unitization authorities. 1996 Op. Att'y Gen. No. 3 (663 -96 -0121; July 3). The particular issue addressed there, whether the Commission's compulsory unitization powers apply to oil and gas interests that are already included in a unit approved by DNR, is different from the issue in the present matter, which in essence is the extent to which the Commission's unitization powers apply to oil and gas interests that have been affirmatively de- unitized by DNR. However, the Opinion sets outs several general considerations that are relevant to the present inquiry. First, the Commission's statutory authority focuses on conservation purposes: primarily the prevention of waste, and also the related goals of ensuring a greater ultimate recovery of oil and gas and of protecting correlative rights. DNR's responsibilities with respect to state -owned oil and gas resources are broader: they include • conservation but extend generally to all of the factors, including "complex economic issues," that may be considered in determining what land management decision "best serve[s] the interests of the state," Op. Att'y Gen. No. 3, at 21. Second, where there is a conflict between a specific statutory provision and a general one, "it is an accepted rule of statutory construction" that the specific provision controls. Id. at 19. Third, where the potential for conflict exists between the administration of two sets of laws, principles of comity and deference argue for implementing each statute in a way that minimizes the impact on the policies of the other statute. Id. at 23. 3 • • All of these considerations argue against exercising compulsory unitization powers under AS 31.05.110(b) here. Statutory Purposes To begin with, for the Commission to order compulsory unitization under present circumstances would clearly and directly collide with DNR's land management decision to terminate the pre-existing unit. (Indeed, in its petition ExxonMobil implicitly acknowledges that if DNB's decision is reversed on appeal, its petition will be moot. Petition for Unitization — Point Thomson Sand Unit, paragraphs 28, 30.) Yet neither DNR's decision, nor the Commission's refusal to entertain ExxonMobil's petition, would currently threaten the conservation goals that AS 31.05.110(b) is intended to accomplish. First, the reservoir that would be subject to compulsory unitization as sought by ExxonMobil is not currently under production and is not proposed to begin production before 2014, under ExxonMobil's revised plan of development. Indeed, the reservoir is still in need of delineation, which is the goal of two wells proposed to be drilled by ExxonMobil over the next two to three years. While unitization under AS 38.05.180(p) may occur, and often does occur; at the exploratory stage, compulsory unitization under AS 31.05.110 is limited to "so much of a pool or pools as has been defined and determined to be productive," and to situations where it is shown that "the unitized management, operation and further development of a pool or portion of a pool is reasonably necessary in order to effectively carry on pressure control, pressure - maintenance or repressuring operations, cycling operations, water flooding operations, or any combination of these, or any other form of joint effort calculated to substantially increase the ultimate recovery of oil and gas from the pool." It is hard to imagine such operations commencing until the status of the oil and gas leases in dispute has been resolved, but even assuming that their unresolved status were not an obstacle, reservoir delineation and 4 • • development planning have simply not yet reached the stage where unitization for production (as distinguished from exploration) is necessary for conservation purposes. Moreover, since all of the potentially affected tracts are on state Iand, development operations may not legally go forward without DNB's approval, irrespective of the status of unitization efforts. See 11 AAC 83.158; DL -1 lease form, paragraph 22.) Indeed, unitization for production apparently is not even possible yet. This is reflected in ExxonMobil's failure to include in its recommended plan of unitization the requisite "division of interest or formula for the apportionment and allocation of the unit production, among and to the several separately owned tracts within the unit area such as will reasonably permit persons otherwise entitled to share in or benefit by the production from such separately owned tracts to produce and receive, instead thereof, their fair, equitable and reasonable share of the unit production or other benefits of it ... taking into account acreage, the quantity of oil and gas . recoverable from it, location on the structure, its probable productivity of oil and gas in the absence of unit operations, the burden of operations to which the tract will or is likely to be subjected, or so many of these factors, or such other pertinent engineering geological or operating factors as may be reasonably susceptible of determination." AS 31.05.110(c)(2). It should be recalled that it is precisely the "problem of dividing the proceeds of production" that is "the principal obstacle to full, voluntary agreement" to unitize — in other words, the principal reason for enactment of compulsory unitization statutes, 6 H.R. Williams & C.J. Meyers, Oil and Gas Law § 910 at 85 (1995), quoted in Op. Att'y Gen. No. 3, at 15. Accordingly, a fundamental element of compulsory unitization is the conservation agency's determination of the participation formula for the unit and the agency's power to impose it on non - consenting interest owners. Yet the purported participation formula proposed by ExxonMobil's petition is merely a provision that the parties "shall determine participation based 5 • on the original recoverable reserves underlying each tract of land," with adjustment to account for the relative cost to develop and produce such reserves. In other words, there is insufficient information to allocate production now, so the petition defers that decision until sufficient information becomes available. This is probably a perfectly appropriate mechanism to adopt in a voluntary exploration unit agreement, but in the case of compulsory unitization, a non - consenting interest owner is entitled to have its share of production determined by the Commission itself as part of the compulsory unitization order, and not by a later vote of the other interest owners or an arbitration panel . Second, DNR's decision to terminate the pre - existing unit was based on the lessees' failure, in DNR's view, to diligently develop their leases, and not on any opposition by DNR to unitized development. Indeed, the decision noted that "PTU termination does not preclude the formation of new units and the State can still realize the benefits of unitized development of the PTU reservoirs." State of Alaska, Department of Natural Resources, Commissioner's Findings and Decision on Remand from Superior Court: Point Thomson Unit, at 36 (April 22, 2008). The • current dispute between DNR. and ExxonMobil is about who owns the lease tracts, not about whether development of the tracts should be on a unitized basis. Third, the DNR Commissioner has affirmatively stated that he considers that unitization of the Pt. Thomson leases that have been determined to remain in effect "will likely be appropriate to properly conserve natural resources." State of Alaska, Department of Natural Resources, Conditional Interim Decision at 3 (Jan. 27, 2009). DNR intends to "address unitization issues in a final decision once the record is complete." Id. Thus, absent specific facts to the contrary, the Commission assumes that DNR will encourage and approve unitization in the 2 Arguably the petition could be dismissed as defective due to its lack of a genuine recommended participation formula, but since the parties did not brief or argue this issue, the Commission does not act on this ground. The Commission refers to the participation formula issue merely as additional confirmation that there is no current need for unitization proceedings for conservation purposes in this case. 6 • Pt. Thomson area before production begins there. At the very least, it would be premature for the Commission to assume otherwise at this point. Specific vs. General Statutory Provisions The Alaska Oil and Gas Conservation Act as a whole, and AS 31.05.110 in particular, are laws of general application, modeled on other states' legislation designed fundamentally to apply state police powers to oil and gas activities on private land. AS 38.01.180(p), in contrast, is specific to unitization of state oil and gas leases. An integral element of that provision is the limitation of the lessees' right to unitize to situations where unitization is "determined and certified by the commissioner [of natural resources] to be necessary or advisable in the public interest." Administrative Comity Principles of administrative comity counsel us to apply AS 31.05.110 in a way that avoids, if possible, negatively impacting DNR's lease management responsibilities under AS 38.05.180. One way to accomplish this, and also to implement the principle of favoring specific over general statutory provisions, would be to construe AS 31.05.110(b) as simply inapplicable to state oil and gas leases where the lessees have agreed to unitize and only DNR's approval is needed to complete the process under AS 38.05.180(p). However, adopting this blanket approach might unnecessarily impact the Commission's own statutory responsibilities, contrary to administrative comity. We believe a narrower basis for decision is called for at this time: namely, that when DNR has recently determined to terminate a non - producing unit consisting of state oil and gas leases, the Commission should decline to entertain a petition for compulsory unitization unless and until it appears that production of a pool within the leases will go forward in the absence of DNR- approved unitization or re- unitization (thereby potentially 3 A case cited by DNR, Kirkpatrick Oil & Gas Co. v. United States, 675 F.2d 1122 (10 Cir. 1982), might be read as supporting such an outcome. However, as ExxonMobil correctly points out, that case involved federal supremacy, a factor not present here. implicating the conservation goals of AS 31.05.110). A corollary of this rule is that DNR must first be afforded an opportunity to unitize or approve unitization of the leases, before recourse is had to the Commission's compulsory unitization authority. Other Arguments Raised by DNR In addition to the issues addressed above, concerning the relationship of the two agencies' unitization authorities, DNR has advanced several other arguments for dismissal of ExxonMobil's petition. One is that compulsory unitization powers do not apply where all lessees agree to unitization and only a lessor has failed to agree. DNR cites in this connection the Attorney General's Opinion referred to above. However, that Opinion dealt with a situation where the lessor (DNR) as well as all of the lessees were in agreement. Since the Commission is dismissing the petition here on a narrower ground, as set out above, it is unnecessary to decide at this time the broader issue of whether the Commission's exercise of compulsory unitization powers may be predicated on the failure solely of a lessor to agree to voluntary unitization. DNR also argues that "a necessary precondition for the {Commission] to form a compulsory unit is a petition that makes a showing of waste or the impairment of correlative rights." As with the previous issue, it is not necessary to address this general proposition here. As discussed above, in the particular case where a compulsory unitization petition poses a direct conflict with DNR's lease management decisions, the absence of a current conservation need for Commission action will justify the Commission's refusal to entertain the petition at least for the time being. Finally, DNR argues that ExxonMobil's petition is fatally flawed because at the time the petition was filed, ExxonMobil did not hold title to 12 of the 41 oil and gas lease tracts sought to be unitized. The Commission does not understand this objection, since the usual case calling for compulsory unitization involves different ownership of the various tracts overlying a reservoir. 8 • • ExxonMobil's Motion to Lift Stay In light of the Commission's decision, below, to dismiss the petition, ExxonMobil's Motion to Lift Stay is moot. The Commission does, however, allow the filing of ExxonMobil's revised plan of development, as sought by that motion, and has considered that revised plan of development as part of the record in this matter in reaching its decision. NOW THEREFORE IT IS ORDERED: ExxonMobil's Petition for Unitization -- Point Thomson Sand Unit is dismissed without prejudice. ENTERED at Anchorage, Alaska dated April 200'. OIL AN Daniel T. - ount, r., Chair mac, .. .. as Conservation Commission • ,r Orman, Co, er ti , ( qT I j� • ' - Oil ., d Gas Conservation Commission -"Pp, s ow. /V ae44( 1 0..._....... _ Cathy P. oerster, Commissioner Alaska it and Gas Conservation Commission RECONSIDERATION AND APPEAL NOTICE As provided in AS 31.05.080(a), within 20 days after written notice of the entry of this order or decision, or such further time as the Commission grants for good cause shown, a person affected by it may file with the Commission an application for reconsideration of the matter determined by it. If the notice was mailed, then the period of time shall be 23 days. An application for reconsideration must set out the respect in which the order or decision is believed to be erroneous. The Commission shall grant or refuse the application for reconsideration in whole or in part within 10 days after it is filed. Failure to act on it within 10 -days is a denial of reconsideration. If the Commission denies reconsideration, upon denial, this order or decision and the denial of reconsideration are FINAL and may be appealed to superior court. The appeal MUST be filed within 33 days after the date on which the Commission mails, OR 30 days if the Commission otherwise distributes, the order or decision denying reconsideration, UNLESS the denial is by inaction, in which case the appeal MUST be filed within 40 days after the date on which the application for reconsideration was filed. If the Commission grants an application for reconsideration, this order or decision does not become final. Rather, the order or decision on reconsideration will be the FINAL order or decision of the Commission, and it may be appealed to superior court. That appeal MUST be filed within 33 days after the date on which the Commission mails, OR 30 days if the Commission otherwise distributes, the order or decision on reconsideration. As provided in AS 31.05.080(b), "[t]he questions reviewed on appeal are limited to the questions presented to the Commission by the application for reconsideration." En computing a period of time above, the date of the event or default after which the designated period begins to run is not included in the period; the last day of the period is included, unless it falls on a weekend or state holiday, in which event the period runs until 5 :00 p.m. on the next day that does not fall on a weekend or state holiday. • 9 • • STATE OF ALASKA ALASKA OIL AND GAS CONSERVATION COMMISSION 333 West Seventh Avenue, Suite 100 Anchorage Alaska 99501 Re: In the Matter of the Petition of Exxon Mobil Corporation ) Docket No. CO -08 -01 Pursuant to AS 31.05.110 for Approval of Unitization of ) Conservation Order No. 584 The Point Thomson Sand Unit ) ) April 6, 2009 Certificate of Service I certify that on April 6, 2009 a copy of the Order Dismissing Petition was mailed to each of the following at their addresses of record. Exxon Mobil Corp William B, Rozell, Esq. Doug Serdahely, Esq. 601 West 5` Avenue, Suite 700 Anchorage, AK 99501 John Daum, Esq. ... O'Melveny & Myers 400 South Hope Street Los Angeles, CA 90071 C. Stephen Luna, Esq. 800 Bell Street #1707J Houston, Texas 77002 Chevron USA, Inc. Stephen Ellis, Esq. Delaney, Wiles 1007 West 3 Avenue, #400 Anchorage, AK 99501 P. Jefferson Ballew Luke Ashley Thompson & Knight LLP 1700 Pacific Avenue, Suite 3300 Dallas, Texas 75201 -4693 • BP Exploration 'Alaska), Inc. George R. Lyle, Esq. Guess and Rudd P.C. 510 L Street, Suite 700 Anchorage, Alaska 99501 Chris Wyatt, Esq. Brad Kim, Esq. BP Exploration (Alaska), Inc. Law Department PO Box 196612 Anchorage, Alaska 99519 ConocoPhillins (Alaska), Inc. Courtesy Copy Mark P. Worcester, Esq. ConocoPhillips (Alaska), Inc. Senior Counsel PO Box 100360 Anchorage, Alaska 99510 Department of Natural Resources Jonathan Katchen, Esq. State of Alaska Assistant Attorney General Oil, Gas & Mining Section 1031 West 4 Avenue, Suite 200 Anchorage, AK 99501 Matthew T. Findley, Esq. Dani Crosby, Esq. Ashburn & Mason, P.C. 1227 West 9th Avenue, Ste. 200 Anchorage, AK 99501 Leede Operating Company, L.L.C. Randal M. Kirk Messner & Reeves L.L.C. 1430 Wynkoop, Suite 400 Denver, CO 80202 • • Rusty Brusenhan Land Manager Leede Operating Company, L.L,C. 6400 South Fiddler's Oreen Circle, Suite 210 Englewood, CO 80111 David B. Ruskin Law Office of David B. Ruskin, PC 601 West 5' Avenue, Suite 600 Anchorage, AK 99501 r\ Jo•SJ.Co mbe Sp: a ial A sista to the Commission 411 • 11 STATE OF ALASKA 10E11E° ALASKA OIL AND GAS CONSERVATION COMMISSION 00 ttkl 6 41.° 333 West Seventh Avenue, Suite 100 Via % IN G • Anchorage Alaska 99501 100. Re: In the Matter of the Petition of Exxon Mobil Corporation ) Docket No, CO -08 -01 Pursuant to AS 31.05.110 for Approval of Unitization of ) Conservation Order No. 584 The Point Thomson Sand Unit ) ) May 4, 2009 Order Denying Reconsideration Exxon Mobil Corporation ( "ExxonMobil ") has requested reconsideration of the Commission's Order Dismissing Petition ( "Order ") in this matter. The Commission has reviewed each of the reasons offered for reconsideration, as set out below, and finds no basis to question the correctness of the Order. First, ExxonMobil argues that the Commission has no choice but to hold a hearing on the merits of unitization, citing Allen v. Alaska Oil & Gas Conservation Comm 'n, 1 P.3d 699. However, in Allen, the Court held that a crucial element of the Commission's dismissal of a compulsory unitization petition — the Commission's rejection of the potential retroactivity of any unitization order — "reflected on the merits of [the] petition," and therefore that "the possibility of retroactivity could not properly be eliminated without determining the merits of the petition for unitization." 1 P.3d at 705. In the present case, by contrast, the grounds for dismissal have nothing to do with the merits of ExxonMobil's petition, and a hearing on the merits could shed no light on the appropriateness of dismissal. Second, ExxonMobil misreads the Order as standing for the proposition that "there [must] be ongoing production to unitize." The Commission did not and does not adopt that proposition, and if the Order was unclear in that regard, the Commission takes this opportunity to clarify the issue. What the Commission has stated is that under . • AS 31.05.110, compulsory unitization is available only for purposes of production and not also for exploration, but that does not mean that the initiation of compulsory unitization proceedings must wait until production begins. What the Commission also stated in the Order is that in the particular set of circumstances where "DNR has recently determined to terminate a non - producing unit consisting of state oil and gas leases, the Commission should decline to entertain a petition for compulsory unitization unless and until it appears that production of a pool within the leases will go forward in the absence of DNR - approved unitization or re- unitization (thereby potentially implicating the conservation goals of AS 31.05.110)." (Emphasis supplied.) The Order did not suggest that the future possibility of Commission action must await the actual commencement of production, only that contemplated production in this case is far enough in the future that there is no current need for Commission action. ExxonMobil obviously does not dispute this point, since it urges that a stay of proceedings in this matter should continue in effect. Third, ExxonMobil states that the "Point Thomson Sand Unit is a classic case for unitization" and that therefore the Commission must act to unitize. This of course goes to the central merits of the petition, but in any event the Commission's Order assumes that unitization may be necessary in order to achieve the conservation purposes of AS 31.05.110 and addresses rather how to reconcile the protection of those conservation purposes with the appropriate recognition of DNR's land management authority. Fourth, on the question of harm from further staying these proceedings, ExxonMobil argues that "it is the litigation arising from termination of the PTU and other actions by DNR, and not the stay, that places the status of the leases in question." However, it appeared that the existence of this compulsory unitization petition was Conservation Order No. 584 Effective May 4, 2009 Page2of3 potentially affecting that litigation, and the stay was preventing consideration of whether or not the petition should be dismissed. To be sure, if it had turned out that dismissal was not appropriate, the fact that the compulsory unitization petition was potentially affecting other litigation would merely be a fact of life and not a source of harm, and a further stay would no doubt be appropriate. But since the Commission determined that dismissal was appropriate, it properly dismissed the petition. NOW THEREFORE IT IS ORDERED: ExxonMobil's Application for Reconsideration of Order Dismissing Petition is denied. ENTERED at Anchorage, Alaska and dated May 4, 2009. Ft d Daniel T. ' . unt, Jr., Chair , ..,F `• ft N �, J ►. � o - ► an, . o • ►�. sinner ) , `:' �i Y +� t�t%.• at y P. oerste , Commissioner This order is the final order of the Alaska Oil and Gas Conservation Commission. Any appeal to Superior Court must be brought within 30 days after the date that this order is mailed or otherwise distributed. Conservation Order No. 584 Effective May 4, 2009 Page 3 of 3 • STATE OF ALASKA ALASKA OIL AND GAS CONSERVATION COMMISSION 333 West Seventh Avenue, Suite 100 Anchorage Alaska 99501 Re: In the Matter of the Petition of Exxon Mobil Corporation ) Docket No. CO -08 -01 Pursuant to AS 31.05.110 for Approval of Unitization of ) Conservation Order No. 584 The Point Thomson Sand Unit ) ) May 4, 2009 Certificate of Service I certify that on May 4, 2009 a copy of the Order Denying Reconsideration was mailed to each of the following at their addresses of record. Exxon Mobil Corn William B. Rozell, Esq. Doug Serdahely, Esq. 601 West 5th Avenue, Suite 700 Anchorage, AK 99501 John Daum, Esq. O'Melveny & Myers 400 South Hope Street Los Angeles, CA 90071 C. Stephen Luna, Esq. 800 Bell Street #1707J Houston, Texas 77002 Chevron USA, Inc. Stephen Ellis, Esq. Delaney, Wiles 1007 West 3 Avenue, #400 Anchorage, AK 99501 P. Jefferson Ballew Luke Ashley Thompson & Knight LLP 1700 Pacific Avenue, Suite 3300 • Dallas, Texas 75201 -4693 BP Exploration (Alaska), Inc. George R. Lyle, Esq. Guess and Rudd P.C. 510 L Street, Suite 700 Anchorage, Alaska 99501 Chris Wyatt, Esq. Brad McKim, Esq. BP Exploration (Alaska), Inc. Law Department PO Box 196612 Anchorage, Alaska 99519 ConocoPhillips (Alaska), Inc. Courtesy Copy Mark P. Worcester, Esq. ConocoPhillips (Alaska), Inc. Senior Counsel PO Box 100360 Anchorage, Alaska 99510 Department of Natural Resources Jonathan Katchen, Esq. State of Alaska Assistant Attorney General Oil, Gas & Mining Section 1031 West 4` Avenue, Suite 200 Anchorage, AK 99501 Matthew T. Findley, Esq. Dani Crosby, Esq. Ashburn & Mason, P.C. 1227 West 9 Avenue, Ste. 200 Anchorage, AK 99501 Leede Operating Company, L.L.C. Randal M. Kirk Messner & Reeves L.L.C. 1430 Wynkoop, Suite 400 Denver, CO 80202 • • Rusty Brusenhan Land Manager Leede Operating Company, L.L.C. 6400 South Fiddler's Green Circle, Suite 210 Englewood, CO 80111 David B. Ruskin Law Office of David B. Ruskin, PC 601 West 5 Avenue, Suite 600 Anchorage, AK 99501 J dy J. C o ' ZEIP Special Assistant to the Commission • • • IN THE SUPERIOR COURT FOR THE STATE OF ALASKA THIRD JUDICIAL DISTRICT AT ANCHORAGE EXXONMOBIL CORPORATION ) and CHEVRON U.S.A. INC., ) ) Or)gi Received Appellants, ) JUN 16 2009 v. ) ) Clerk of the Trial Courts STATE OF ALASKA, OIL AND GAS ) CONSERVATION COMMISSION ) ) Appellee. ) ) Case No. 3AN -09- 07768 -CI STATEMENT OF POINTS ON APPEAL Appellant Chevron U.S.A. Inc. ( "Chevron ") submits the following statem of points on appeal and asks the Court to reverse the - April 6, 2009 Or Dismissing Petition and the May 4, 2009 Order Denying Reconsideration ente by the Alaska Oil and Gas Conservation Commission ( "AOGCC "). Chevron furtl requests that the Court remand the matter with instructions that the AOGI consider the merits of the Petition or continue to stay the proceedings until a outcome is reached in the appeal of the Department of Natural Resouro termination of the Point Thomson Unit, which is currently pending before the He Sharon Gleason. DELANEY WILES, INC. I, SUITE 400 1007 WEST 3no AVENUE 'See ExxonMobil Corp., et aL, v. State of Alaska, Dep't of Natural Res., Case No. 3AN - 06 ANCHORAGE, ALASKA 13751 CI (Consolidated). 99501 (907) 279-3581 FAX (907) 277.1331 Statement Of Points On Appeal Chevron U.S.A. Inc. v. State of Alaska /AOGCC — Case No. 3AN -09- 07768 -CI PAGE 1 OF 4 • • 1. The AOGCC erred in holding that it should decline to hear the Petition until after the Department of Natural Resources ( "DNR ") has been afforded an opportunity to unitize or approve unitization of the affected leases because DNR has been afforded such an opportunity and has declined to act. Among other grounds, AOGCC's stated assumption that DNR will encourage and approve unitization in some form at some later date provides no proper basis for declining to address the petition on the merits. 2. Chevron also adopts and incorporates by reference each point of appeal identified by ExxonMobil Corporation in its June 3, 2009 Notice of Appeal. Dated at Anchorage, Alaska this 16 day of June, 2009. DELANEY WILES, INC. ATTORNEYS FOR APPELLANT CHEVRON U.S.A. INC. By: / „A St phen M.. Ellis Alaska Bar No. 7510065 OF COUNSEL THOMPSON & KNIGHT LLP P. Jefferson Ballew Texas Bar No. 01654980 G. Luke Ashley Texas Bar No. 01377500 1722 Routh Street, Suite 1500 Dallas, Texas 75201 -4693 Phone: 214 - 969 -1700 IELANEY WILES, INC. Fax: 214 - 969 -1751 SUITE 400 1007 WEST 3,,n AVENUE .NCHORAGE, ALASKA 99501 (907) 279-3581 FAX (907) 277 -1331 Statement Of Points On Appeal Chevron U.S.A. Inc. v. State of Alaska /AOGCC — Case No. 3AN -09- 07768 -CI PAGE 2 OF 4 • • CERTIFICATE OF SERVICE I hereby certify that on this the 16 day of June, 2009, a true and correct copy of the foregoing Statement of Points on Appeal was sent by United States Mail to the following: William B. Rozell Douglas J. Serdahely Post Office box 20730 Kevin D. Callahan Juneau, Alaska 99802 Patton Boggs 601 West Fifth Avenue, Suite 700 Anchorage, Alaska 99501 John Daum C. Stephen Luna Sharon Tomkins 800 Bell Street, Suite 1707J O'Melveny & Myers Houston, Texas 77002 400 South Hope Street Los Angeles, California 90071 Robert Mintz Chris Wyatt K &L Gates LLP Brad Kim 420 L Street, Suite 400 BP Exploration (Alaska), Inc. Anchorage, Alaska 99501' Law Department Post Office3 Box 196612 Anchorage, Alaska 99519 Jonathan Katchen Matthew T. Findley Asst. Attorney General Dani Crosby State of Alaska /Dept. of Law Ashburn & Mason, P.C. Oil, Gas & Mining Section 1227 West 9 Avenue 1031 West 4 Avenue Suite 200 Suite 200 Anchorage, Alaska 99501 Anchorage, Alaska 99501 David B. Ruskin Randal M. Kirk 601 West 5 Avenue, Suite 600 Messner & Reeves, LLC Anchorage, Alaska 99501 1430 Wynkoop, Suite 400 Denver, Colorado 80202 Susan Orlansky Spencer C. Sneed Feldman Orlansky & Sanders Dorsey & Whitney, LLP 500 L Street, Suite 400 1031 West 4 Avenue, Suite 600 Anchorage, Alaska 99501 Anchorage, Alaska 99501 'ELANEY WILES, INC. SUITE 400 1007 WEST inn AVENUE .NCHORAGE, ALASKA 99501 (907) 279-3581 FAX (907) 277 -1331 Statement Of Points On Appeal Chevron U.S.A. Inc. v. State of Alaska /AOGCC — Case No. 3AN -09- 07768 -CI PAGE 3 OF 4 • • George Lyle Joseph Farrell Guess & Rudd Mark Worcester 510 .L Street, Suite 700 ConocoPhillips Alaska, Inc. Anchorage, Alaska 99501 Legal Department Post Office Box 100360 Anchorage, Alaska 99501 Bradford G. Keithley Perkins Coie LLC 1029 West Third Avenue Suite 300 Anchorage, Alaska 99501,' \ ` a- f,5 Donna K. D aniels/1561 17 I�a ffL • )ELANEY WILES, INC. SUITE 400 1007 WEST 3no AVENUE N CH ORAGE, ALASKA 99501 (907) 279.3531 FAX (907) 277-1331 Statement Of Points On Appeal Chevron U.S.A. Inc. v. State of Alaska /AOGCC — Case No. 3AN -09- 07768 -CI PAGE 4 OF 4 W • • f oal COPY Original Received JUN 15 2009 AGENCY'S LIST OF PARTIES & ATTORNEYS ON APPEA lerlc of the Trial Courts Case Title Exxon Mobil Corporation vs. State of Alaska, Oil and Gas Conservation Commission Appeal Case No. 3AN- 09- 07768CI Admin. Agency No.: CO 584 Agency Name: Alaska Oil and Gas Conservation Commission Hearing Officer: None - Commission Order Name and Address of Party Name and Address of Attorney of Record Exxon Mobil Corporation William B. Rozell 3301 C Street, Suite 400 PO Box 20730 Anchorage, AK 99519 Juneau, AK 99802 Doug Serdahely Kevin D. Callahan 601 West 5 Avenue, Suite 700 Anchorage, AK 99501 John Daum Sharon Tomkins O'Melveny & Myers 400 South Hope Street Los Angeles, CA 90071 C. Stephen Luna 800 Bell Street #1707J Houston, Texas 77002 State of Alaska, Alaska Oil and Gas Robert Mintz Conservatio Commission K &L Gates LLP 333 West 7 Avenue, Suite 100 420 L Street, Suite 400 Anchorage, AK 99501 Anchorage, Alaska 99501 Chevron North America Exploration Stephen Ellis PO Box 196247 Delaney, Wiles Anchorage, AK 99519 1007 West 3 Avenue, #400 Anchorage, AK 99501 Instructions: Send this list to the superior court where the appeal is filed. AP -311 (1 /05)(cs) AGENCY'S LIST OF PARTIES AND ATTORNEYS ON APPEAL App. R. 602 (d)(2) • • BP Exploration (Alaska), Inc. P. Jefferson Ballew PO Box 196612 Luke Ashley Anchorage, AK 99519 Thompson & Knight LLP 1700 Pacific Avenue, Suite 3300 Dallas, Texas 75201 -4693 George R. Lyle, Esq. Guess and Rudd P.C. 510 L Street, Suite 700 Anchorage, Alaska 99501 Chris Wyatt Brad Kim BP Exploration (Alaska), Inc. Law Department PO Box 196612 Anchorage, Alaska 99519 State of Alaska Jonathan Katchen Department h of Natural Resources State of Alaska 550 West 7 Avenue Anchorage, AK 99501 Assistant Attorney General Oil, Gas & Mining Section 1031 West 4 Avenue, Suite 200 Anchorage, AK 99501 Matthew T. Findley Dani Crosby Ashburn & Mason, P.C. 1227 West 9 Avenue, Ste. 200 Anchorage, AK 99501 Leede Operating Company, L.L.C. David B. Ruskin 6400 South Fiddler's Green Circle, Suite 210 Law Office of David B. Ruskin, PC Englewood, CO 80111 601 West 5 Avenue, Suite 600 Anchorage, AK 99501 Randal M. Kirk Messner & Reeves L.L.C. 1430 Wynkoop, Suite 400 Denver, CO 80202 (O Date J �� �� y J. '4 of �i bie ir S lecial Assistant to the Commission Alaska Oil and Gas Conservation Commission Instructions: Send this list to the superior court where the appeal is filed. AP -311 (1 /05)(cs) AGENCY'S LIST OF PARTIES AND ATTORNEYS ON APPEAL App. R. 602 (d)(2) • STATE OF ALASKA ALASKA OIL AND GAS CONSERVATION COMMISSION 333 West Seventh Avenue, Suite 100 Anchorage Alaska 99501 Exxon Mobil Corporation, ) ) Appellant, ) vs. ) ) Case No. 3AN - 09- 07768CI State of Alaska, Oil and Gas Conservation ) Commission, ) ) Appellee. ) ) Certificate of Service I certify that on June 15, 2009 a copy of the Agency's List of Parties & Attorney's on Appeal was mailed to each of the following at their addresses of record. William B. Rozell PO Box 20730 Juneau, AK 99802 Doug Serdahely Kevin D. Callahan 601 West 5 Avenue, Suite 700 Anchorage, AK 99501 John Daum Sharon Tomkins O'Melveny & Myers 400 South Hope Street Los Angeles, CA 90071 C. Stephen Luna 800 Bell Street #1707J Houston, Texas 77002 Page 1 of 3 • • Robert Mintz K &L Gates LLP 420 L Street, Suite 400 Anchorage, Alaska 99501 Stephen Ellis Delaney, Wiles 1007 West 3 Avenue, #400 Anchorage, AK 99501 P. Jefferson Ballew Luke Ashley Thompson & Knight LLP 1700 Pacific Avenue, Suite 3300 Dallas, Texas 75201 -4693 George R. Lyle, Esq. Guess and Rudd P.C. 510 L Street, Suite 700 Anchorage, Alaska 99501 Chris Wyatt Brad Kim BP Exploration (Alaska), Inc. Law Department PO Box 196612 Anchorage, Alaska 99519 Jonathan Katchen State of Alaska Assistant Attorney General Oil, Gas & Mining Section 1031 West 4 Avenue, Suite 200 Anchorage, AK 99501 Matthew T. Findley Dani Crosby Ashburn & Mason, P.C. 1227 West 9 Avenue, Ste. 200 Anchorage, AK 99501 1 • • If David B. Ruskin Law Office of David B. Ruskin, PC 601 West 5 Avenue, Suite 600 Anchorage, AK 99501 Randal M. Kirk Messner & Reeves L.L.C. 1430 Wynkoop, Suite 400 Denver, CO 80202 Mark P. Worcester ConocoPhillips (Alaska), Inc. Senior Counsel PO Box 100360 Anchorage, Alaska 99510 1 j. 041AAJ----- Joi J. of bie Special Assistant to the Commission I I IN THE SUPERIOR COURT FOR THE STATE OF ALAS 0 THIRD JUDICIAL DISTRICT AT AN • 4 4G ... ) JUN � 6 200g EXXON MOBIL CORPORATION, ) Plaintiff, ) K & L GATES LLP v. ) ) Case No. 3AN -09 -07768 CI STATE OF ALASKA, OIL and GAS ) CONSERVATION COMMISSION, ) REQUEST /ORDER Defendant. ) FOR REASSIGMENT ) REQUEST FOR REASSIGNMENT Judge Patrick J. McKay hereby requests that the above - entitled case be reassigned by the Presiding Judge. Reason: The judge has learned since the decision in this matter that an entity in which he has more than de minimis stockholdings may be • ' - ctly economically affected by the outcome of this litigation (Canon 3 E). CW05 Date 4 J. McKAY Supe • ourt Judge ******:*********************:************ * * * * * * * * * * * * * * * * * * * * * * * * * * * ** ** ORDER OF REASSIGNMENT IT IS ORDERED that the above - entitled case is reassigned to Judge g57/1/\-- for all further proceedings. 6. o O Date f s Leacs IAA Presiding Judge for the Third Judicial District I certify that on (0 °/c 0'' a copy of this order was sent to: ita 7:511 _ s . /- G�f & / �J e. --f 1 Judici. Assistant M • William B. Rozell RECEIVED PO Box 20730 Juneau, AK 99802 1 1 r1 M Telephone: (907) 586 -0142 Fax: (907) 463 -5647 Algona (]it G— Cumi ro sinn An char age Co- Counsel for Appellant Exxon Mobil Corporation IN THE SUPERIOR COURT FOR THE STATE OF ALASKA THIRD JUDICIAL DISTRICT AT ANCHORAGE Exxon Mobil Corporation, ) ) Appellant, ) ) vs. ) Case No.: 3AN -09 -07768 CI ) State of Alaska, Oil and Gas ) Conservation Commission, ), ) Appellee. ) ) ENTRY OF APPEARANCE PLEASE TAKE NOTICE that William B. Rozell hereby enters an appearance on behalf of Appellant Exxon Mobil Corporation, in the above - referenced matter, and requests that all pleadings, notices, or other papers be served on the undersigned, to the address stated herein: William B. Rozell PO Box 20730 Juneau, AK 99802 Telephone: (907) 586 -0142 Fax: (907) 463 -5647 Page 1 of 3 i • Dated at Juneau, Alaska this S day of June, 2009 By: V Y William B. Rozell Alaska Bar Number 7210067 PO Box 20730 Juneau, AK 99802 Telephone: (907) 586 -0142 Fax: (907) 463 -5647 Page 2 of 3 • CERTIFICATE OF SERVICE I certify that on June 12_, 2009, a copy of the foregoing was mailed via first class mail to the following: Richard Svobodny Department of Natural Resources Acting Attorney General Jonathan Katchen, PO Box 110300 State of Alaska Juneau, AK 99811 -0300 Assistant Attorney General Oil, Gas & Mining Section Daniel T. Seamount, Jr. Chair 1031 West 4 Avenue, Suite 200 John K. Morman, Commissioner anchorage, AK 99501 Cathy P. Foerster, Commissioner Alaska Oil and Gas Conservation Commission Matthew T. Findley, 333 West 7 Avenue, Suite 100 Dani Crosby, Exq. Anchorage, AK 99501 Ashburn & Mason, P.C. 1227 West 9 Avenue, Suite 200 Chevron USA, Inc. Anchorage, AK 99501 Stephen Ellis, Delaney, Wiles Leede Operating Company, LLC 1007 West 3' Avenue, #400 Randal M. Kirk anchorage, AK 99501 Messner & Reeves LLC 1430 Wynkoop, Suite 400 P. Jefferson Ballew Denver, CO 80202 Luke Ashley Thompson & Knight LLP Rusty Brusenhan 1700 Pacific Avenue, Suite 3300 Land Manager Dallas, Texas 75201 -4693 Leede Operating Company, LLC 6400 South Fiddler's Green Circle, Suite 210 BP Exploration (Alaska), Inc. Englewood, CO 80111 George R. Lyle, Guess and Rudd P.C. David B. Ruskin 510 L Street, Suite 700 Law Offices of David B. Ruskin, PC Anchorage, AK 99501 601 West 5 Avenue, Suite 700 Anchorage, AK 99501 Chris Wyatt, Brad Kim, Courtesy Copies to co- counsel BP Exploration (Alaska), Inc. for Exxon Mobil Corporation Law Department Douglas J. Serdahely PO Box 196612 Kevin D. Callahan Anchorage, AK 99519 Patton Bogs LLP 601 West r Avenue, Suite 700 ConocoPhillips (Alaska), Inc. Courtesy Copy Anchorage, AK 99501 Mark P. Worcester, ConocoPhillips (Alaska), Inc. John F. Daum Senior Counsel Sharon Tomkins PO Box 100360 O'Melveny & Myers LLP Anchorage, AK 99510 400 South Hope St. Los Angeles, CA 90071 By: �-`� _ Aff William B. Rozell Page3of3 N 411 , • IN THE SUPERIOR COURT FOR THE STATE OF ALASKA AT ANCHORAGE . 1 kkan IMVXJ ) CLC) 1 la:V=1 Appellant, ) ) -- )1 le3 FC ) Case No: 3AN- Cci — CI S- '- O '— ) (Superior Court Appeal Case) ) g Appeal From: cv\cl ,C,,, Ctill ) Petition for Review From: Appellee(s). ) 0 District Court Case No. 0:0 OA si C>1) ) g Administrative Agency No. NOTICE OF JUDICIAL ASSIGNMENT This case is hereby assigned to Superior Court Judge C\ CX-1 for decision. 0 For cases assigned to out-of-town judges, this case is also assigned to Presiding Judge Sharon Gleason for motion matters only, Appeals to the superior court are governed by Parts V and VI of the Rules of Appellate Procedures. Petitions for review to the superior court are governed by Appellate Rules 610-611, and Appellate Rule 403. The Respondent's Response is due within ten days after service of the petition. Parties are directed to use the superior court appeal case number on all documents filed in the appeal or petition for review. Failure to do so may result in the delay of the processing of the appeal/petition for review. 10 j ) 0 1 4tt-Ct1Alk q Qa ' 1A— Dat Sharon Gleason Presiding Superior Court Judge .. I certify that on 0 IP I a copy of this Notice was s- to list names): Petitioner or Petitioner's Attorney: Respondent or Respondent's Attorney: Administrative Agency: .110 IC District Court Clerk at together A copy of Notice of Appeal or Petition for Review For Petitions for Review, Also Distributed to: 0 District Court Judge/Magistrate with copy of Petition for Review Clerk: b 3AN-122C1V (cs) (04/09) Notice of Judicial AssignmentAppeals • RECEIVED JUN 0 8 11109 IN THE SUPERIOR COURT FOR THE STATE OF ALASKA THIRD JUDICIAL DISTRICT AT Alaska Oil & Gas Cons. Commission ANCHORAGE Anchorage Exxon Mobil Corporation, Appellant, Appeal CASE NO: 3AN- 09- 07768C1 vs. NOTICE OF PREPARATION State of Alaska, Oil and Gas Conservation OF RECORD IN AN Comm., Appellee. ADMINISTRATIVE APPEAL To: State of Alaska, Oil and Gas Conservation Comm. Attached is a copy of the notice of appeal filed on 06/03/2009 from an order or decision of your agency. Pursuant to the Appellate Rules: 2. Within 10 days of service of this notice, the agency must file with this court a list of names and addresses of all counsel and pro se parties who appeared in the matter before the agency. Please use the enclosed form AP -311. Appellate Rule 602(c)(2). 2. The agency must number the pages of the agency file consecutively throughout all volumes. The agency shall forward the following to the superior court within 40 days from the date of service of this notice. a. A copy of the numbered agency file. b. The transcript of proceedings before the agency, unless cassettes are authorized by Appellate Rule 604(b)(1)(A) or court order. c. All documentary and photographic exhibits no larger than 8'/2' X 14" which are not filed in the agency case file and a list of the exhibits being transmitted. d. A list of all exhibits retained by the agency. e. A copy of all depositions filed with the agency. f. A Transmittal of Agency Record. Please use the enclosed form AP -312. Appellate Rule 604(b). 3. The appellant must arrange and pay for preparation of a transcript unless cassettes are authorized by Appellate Rule 604(b)(1)(A) or by court order. The appellant must also pay all reasonable costs incurred by the agency to prepare the court's copy of the agency file, unless otherwise ordered by the court or agreed to by the parties. The agency may require advance payment of the costs. Appellate Rule 604(b)(1)(B)(iv). CLERK OF COURT 6/4/2009 By: BHarris Date Deputy Clerk I certify that on 6/5/09 a copy of this order was mailed or delivered to: Douglas J. Serdahely State of Alaska, Oil and Gas Conservation Comm. Clerk: BHarris STATE OF ALASKA, OIL AND GAS CONSERVATION COMM. 333 W. 7TH AVE. #100 ANCHORAGE AK 99501 • 0 IN THE SUPERIOR COURT FOR THE STATE OF ALASK 1 ' y . 13 , tli 09 J AW . 3 Ati 11 �+ Exxon Mobil Corporation ) K '. �,', +L C TS Appellant (person bringing appeal) ) 4� ilE °i.lt'! �;EE vs. ) State of Alaska, Oil and Gas ) Conservation Commission ) APPEAL CASE NO. 3AN -06E —] 0 WCi Appellee ) CASH DEPOSIT ON APPEAL I am depositing cash in lieu of a bond as described below. I understand that if the appeal is dismissed or if the judgment/decision is affirmed or modified, the court may order that part or all of this cash deposit be paid to the appellee to cover appeal costs, and if the cash deposit is in lieu of a supersedeas bond the court may also order that it be paid to the appellee to pay the judgment, post judgment costs and interest. If the court reverses the judgment/decision, the money I am depositing will be returned to me without interest. 0 Cash deposit in the amount of $ 750.00 in lieu of a Cost Bond. I understand that this deposit will not result in a stay of execution of the judgment. ❑ Cash deposit in the amount of $ in lieu of a Supersedeas Bond. I understand that this deposit will stay execution of the judgment. I am the owner of the cash deposited. I submit myself to the jurisdiction of the court and irrevocably appoint the clerk of court as my agent upon whom any papers affecting this deposit may be served. I agree that it is not necessary for an independent action to be filed in order for this deposit to be used as described above. June 3, 2009 1 4.,4r ` ' I ' iL 4'atton Bo••s LLP Date / , Signature of O 0.f Cash Patton Boggs L la on Behalf of Exxon Mobil Corporation 907- 263 -630; 601 W. 5th Avenue, Ste 00, Anchorage, AK 99501 Type or Print Name Telephone No. Mailing Address City State Zip ACKNOWLEDGMENT The foregoing instrument was acknowledged before me this date, June 3 , 20 09, by Douglas J. Serdahely , who personally appeared before me and acknowledged that he /she executed the instrun tftf t purposes stated in it. - , -- .,_.d,c - 2 , _____ ``. �gBER Fr }� • (SEAL) m4 . , ` p v • .Clerk of Court/N• . Public � . p v : •:::My commission expires: 1 • I ' f7C I certify that on 0644:94Z s. 4 ' . : a copy of this form was tS�. • ,.; kik mailed ❑ perso 11 d d �� Amt. Deposited $, Date to (list names): ../.), ))))l>>>1,, Receipt No. Clerk _ See Cert. of Service on Notice Appeal By: nr Maribe( Webber, Legal Secretary AP -110 (1 /05)(cs) App. R. 204(c), 602(g) CASH DEPOSIT ON APPEAL Civil Rule 80(f) & (g) e ., ' } — �. '1�" • IN THE SUPERIOR COURT FOR THE STATE OF ALASKA AT ANCHORAGE ) Exxon Mobil Corporation ) Appellant (person bringing appeal) ) ) vs. ) State of Alaska, Oil and Gas ) Conservation Commission ) APPEAL CASE NO. 3AN -06- CI Appellee ) ) CASH DEPOSIT ON APPEAL I am depositing cash in lieu of a bond as described below. I understand that if the appeal is dismissed or if the judgment/decision is affirmed or modified, the court may order that part or all of this cash deposit be paid to the appellee to cover appeal costs, and if the cash deposit is in lieu of a supersedeas bond the court may also order that it be paid to the appellee to pay the judgment, post judgment costs and interest. If the court reverses the judgment/decision, the money I am depositing will be returned to me without interest. © Cash deposit in the amount of $ 750.00 in lieu of a Cost Bond. I understand that this deposit will not result in a stay of execution of the judgment. ❑ Cash deposit in the amount of $ in lieu of a Supersedeas Bond. I understand that this deposit will stay execution of the judgment. I am the owner of the cash deposited. I submit myself to the jurisdiction of the court and irrevocably appoint the clerk of court as my agent upon whom any papers affecting this deposit may be served. I agree that it is not necessary for an independent action to be filed in order for this deposit to be used as described above. i June 3, 2009 1 i ,( ' / • " ' atton Bo • • s LLP Patton Boggs LL Behalf Signature of 0 f Cash of Exxon Mobil Corporation 907 - 263 -630; 601 W. 5th Avenue, Ste 00, Anchorage, AK 99501 Type or Print Name Telephone No. Mailing Address City State Zip ACKNOWLEDGMENT The foregoing instrument was acknowledged before me this date, June 3 , 20 09, by Douglas J. Serdahely , who personally appeared before me and acknowledged that he /she executed the instrumutcfMtivurposes stated in it. ` .��� �BE .. rr 1 , . .�G` ( — SEAL ! . Clerk of Court/No:ary Public ( ) i. v A: ^ My commiss expires: 1 ° I ° (7q • I certify that on 06 - C s VZ ' a copy of this form was J ' / 67.;,... 3 Q ,.; )mailed ❑ perso11y'd�ied �� Amt. Deposited $ Date to (list names): JJjj1))))))11 Receipt No. Clerk See Cert. of Service on Notice if Ap•eal By: V 4 i Maribe Webber, Legal Secretary AP -110 (1 /05)(cs) App. R. 204(c), 602(g) CASH DEPOSIT ON APPEAL Civil Rule 80(0 & (g) • • RECEIVED Douglas J. Serdahely, Esq. Kevin D. Callahan, Esq. PATTON BOGGS LLP Alaska Oil & Gas Cons. Coma ;iNU It, 601 W. Fifth Avenue, Suite 700 Anchorage Anchorage, Alaska 99501 Telephone: (907) 263 -6300 Fax: (907) 263 -6345 Attorneys for Appellant Exxon Mobil Corporation IN THE SUPERIOR COURT OF THE STATE OF ALASKA THIRD JUDICIAL DISTRICT AT ANCHORAGE Exxon Mobil Corporation, Appellant, v. State of Alaska, Oil and Gas Case No. 3AN -09- OCR,_ O 1 Il r,!1CI Conservation Commission, Appellee. NOTICE OF APPEAL Exxon Mobil Corporation ( "ExxonMobil "), hereby appeals to the Superior Court of the State of Alaska, Third Judicial District at Anchorage, from the Order of the Alaska Oil and Gas Conservation Commission ( "AOGCC "), dated April 6, 2009, whereby the AOGCC dismissed ExxonMobil's Petition for Compulsory Unitization of the Point Thomson Sand Unit without prejudice and denied ExxonMobil's Motion for PATTON BOGGS LLP Law Offices Limited Lifting of Stay as moot. 601 West Fifth Avenue Suite 700 Anchorage, AK 99501 Phone: (907) 263 -6300 Fax: (907) 263-6345 010956.0103 \63502 • • An Application for Reconsideration of the AOGCC's Order Dismissing the Petition was filed on April 29, 2009, and denied on May 4, 2009. The Order Denying Reconsideration stated it was a final order of the AOGCC and any appeal to the Superior Court must be brought within 30 days. Therefore, it is a "final order and decision of the department for purposes of an appeal to the superior court" in accordance with the provisions of Appellate Rule 602(a)(2). Pursuant to Alaska Appellate Rule 602(a)(2), this Notice of Appeal is taken from all aspects of the AOGCC's Order Dismissing Petition dated April 6, 2009, and from all aspects of the AOGCC's Order Denying Reconsideration dated May 4, 2009. This appeal is taken by: Exxon Mobil Corporation Corporate Headquarters 5959 Las Colinas Boulevard Irving, Texas 75039 -2298 (972) 444 -1000 This Notice of Appeal is accompanied by: (1) a Statement of Points on Appeal; (2) a copy of the Order Dismissing Petition dated April 6, 2009, and a copy of the Order Denying Reconsideration dated May 4, 2009; (3) a copy of the Application for Reconsideration of Order Dismissing Petition, dated April 29, 2009; and (4) proof of service on the Alaska Oil and Gas Conservation PATTON BOGGS Commission and the Attorney General. LLP Law Offices 601 West Fifth Avenue Suite 700 Anchorage, AK 99501 Phone: (907) 263 -6300 Fax: (907) 263 -6345 NOTICE OF APPEAL Exxon Mobil Corporation. v. State of Alaska, Oil and Gas Conservation Commission, Case No. 3AN -09- CI Page 2 • DATED at Anchorage, Alaska this �d'day of June 2009. PATTON BOGGS LLP L Dougla' J. Se ely, Esq. Alas . gar N . 210072 Kevin D. Callahan, Esq. Alaska Bar No. 8411103 601 West Fifth Avenue, Suite 700 Anchorage, Alaska 99501 Phone: (907) 263 -6310 Fax: (907) 263 -6345 PATTON BOGGS LLP Law Offices 601 West Fifth Avenue Suite 700 Anchorage, AK 99501 Phone: (907) 263 -6300 Fax: (907) 263 -6345 NOTICE OF APPEAL Exxon Mobil Corporation. v. State of Alaska, Oil and Gas Conservation Commission, Case No. 3AN -09- CI Page 3 CERTIFICATE OF SERVICE I hereby certify that on the 2 � day of June 2009, I caused a true and correct copy of the foregoing document to be served via: Q US MAIL on: Richard Svobodny Acting Attorney General P.O. Box 110300 Juneau, AK 99811 -0300 Daniel T. Seamount, Jr. Chair John K. Norman, Commissioner Cathy P. Foerster, Commissioner Alaska Oil and Gas Conservation Commission 333 West 7th Avenue, Suite 100 Anchorage, Alaska 99501 r � \ By: _ 1 J. Marl Webber, egal Secretary PATTON BOGGS, LLP PATTON BOGGS LLP Law Offices 601 West Fifth Avenue Suite 700 Anchorage, AK 99501 Phone: (907) 263 -6300 Fax: (907) 263 -6345 NOTICE OF APPEAL Exxon Mobil Corporation. v. State of Alaska, Oil and Gas Conservation Commission, Case No. 3AN -09- CI Page 4 1 Douglas J. Serdahely, Esq. Kevin D. Callahan, Esq. PATTON BOGGS LLP 601 W. Fifth Avenue, Suite 700 Anchorage, Alaska 99501 Telephone: (907) 263 -6300 Fax: (907) 263 -6345 Attorneys for Appellant Exxon Mobil Corporation IN THE SUPERIOR COURT OF THE STATE OF ALASKA THIRD JUDICIAL DISTRICT AT ANCHORAGE Exxon Mobil Corporation, Appellant, v. State of Alaska, Oil and Gas Case No. 3AN -09- CI Conservation Commission, Appellee. STATEMENT OF POINTS ON APPEAL Exxon Mobil Corporation ( "ExxonMobil ") asks the Court to reverse the Order of the Alaska Oil and Gas Conservation Commission ( "AOGCC "), dated April 6, 2009, whereby the AOGCC dismissed ExxonMobil's Petition for Compulsory Unitization of the Point Thomson Sand Unit ( "Petition ") without prejudice and denied ExxonMobil's Motion for Limited Lifting of Stay as moot. In the alternative, PATTON BOGGS LLP Law Offices ExxonMobil requests that the Court remand the matter with instructions that the 601 West Fifth Avenue Suite 700 Anchorage, AK 99501 Phone: (907) 263 -6300 Fax: (907) 263-6345 010956.0103 \63501 • AOGCC proceed to consider the merits of ExxonMobil's Petition or continue to stay the proceedings until a final outcome is reached in the appeal proceedings before Hon. Sharon Gleason with respect to the termination of the Point Thomson Unit by the Department of Natural Resources ( "DNR "). ExxonMobil filed a Petition with the AOGCC requesting approval of formation of a compulsory Point Thomson Sand Unit on April 16, 2007. On April 11, 2008, the AOGCC issued an Order Staying Proceedings on the Petition, finding that considerations of administrative and judicial economy favored the stay. On September 5, 2008, ExxonMobil filed a Motion for Limited Lifting of Stay to allow ExxonMobil to file an amendment to its Petition that included a new plan of development for the Point Thomson Sand Unit. DNR opposed ExxonMobil's motion and moved to dismiss the Petition for compulsory unitization. On April 6, 2009, the AOGCC issued an order dismissing ExxonMobil's Petition without prejudice and denying the motion for limited lifting of stay as moot. ExxonMobil filed a Request for Reconsideration of Order Dismissing Petition pursuant to AS 31.05.080. The AOGCC issued an Order Denying Reconsideration on May 4, 2009, stating it was a final order for purposes of appeal to the Superior Court. II PATTON BOGGS LLP Law Offices 601 West Fifth Avenue 1 See Exxon Mobil Corp., et al, v. State of Alaska, Dep't of Natural Res., Case Suite 700 Anchorage, AK 99501 No. 3AN -06 -13751 CI (Consolidated). Phone: (907) 263 -6300 Fax: (907) 263 - 6345 STATEMENT OF POINTS ON APPEAL Exxon Mobil Corporation. v. State of Alaska, Oil and Gas Conservation Commission, Case No. 3AN -09- CI - Page 2 • • The arguments ExxonMobil intends to raise on appeal include the following: 1. The AOGCC erred in dismissing ExxonMobil's Petition for compulsory unitization of the Point Thomson Sand Unit. The AOGCC has an express "duty" to consider requests for compulsory unitization, such as the one ExxonMobil presented. See AS 31.05.110(a). 2. The AOGCC erred in holding that principles of administrative comity require it to defer consideration of ExxonMobil's Petition to allow DNR an opportunity to unitize the Point Thomson leases. a. The AOGCC is required pursuant to AS 31.05.030(a) to consider requests for compulsory unitization. Once a proper petition is filed, the AOGCC must fully consider the facts and merits of the petition before concluding whether relief should be granted. b. ExxonMobil's Petition was a proper petition for compulsory unitization because DNR terminated the Point Thomson Unit and has not agreed to voluntary unitization of the Point Thomson field. c. The Point Thomson Sand Unit is a classic case for unitization and failure to unitize would impair the correlative rights of the parties since the entire reservoir can be produced from a few wells on a few leases. d. The proper mechanism to allow DNR time to consider unitization PATTON BOGGS LLP Law Offices is a stay of the proceedings. 601 West Fifth Avenue Suite 700 Anchorage, AK 99501 Phone: (907) 263 -6300 Fax: (907) 263 - 6345 STATEMENT OF POINTS ON APPEAL Exxon Mobil Corporation. v. State of Alaska, Oil and Gas Conservation Commission, Case No. 3AN -09- CI Page 3 3. The AOGCC erred in holding that "contemplated production in this case is far enough in the future, that there is no current need for Commission action." a. ExxonMobil's plan for production of the Point Thomson field is an issue that must be addressed in a hearing on the merits of the Petition and not ad hoc by the AOGCC. b. A hearing on the merits of the Petition would show ExxonMobil has begun production plans to proceed with development of the Point Thomson leases and is proceeding with development activities that will lead to production by 2014. c. Unitization allows ExxonMobil to design and build facilities that consider the entire reservoir and its behavior, rather than on a lease -by -lease basis. It also allows ExxonMobil to strategically place, design and drill wells that ensure greater ultimate recovery and minimize waste. 4. The AOGCC erred in dismissing the Petition without a hearing on the merits. The public interest requires that the AOGCC exercise its statutory jurisdiction and adopt unitized methods of operation that are fair, reasonable and equitable and which are necessary or proper to protect, safeguard and adjust the respective rights and obligations of the several persons affected. See AS 31.05.110(b) and (c). 5. The AOGCC erred in finding in its Order Denying Reconsideration that "a hearing on the merits could shed no light on the appropriateness of dismissal." PATTON BOGGS LLP Law Offices 601 West Fifth Avenue Suite 700 Anchorage, AK 99501 Phone: (907) 263 -6300 Fax: (907) 263 - 6345 STATEMENT OF POINTS ON APPEAL Exxon Mobil Corporation. v. State of Alaska, Oil and Gas Conservation Commission, Case No. 3AN -09- CI Page 4 • 1 a. A hearing on the merits would show that ExxonMobil has already begun to implement plans to produce from the Point Thomson field. Presently, an enormous drilling rig is at Point Thomson, the first two wells are being drilled, the process of acquiring permits for a gas cycling and oil production facility is underway, and the entire project and all necessary activities are fully on schedule for production by 2014. b. A hearing would show that unitization would facilitate the designing and building of facilities that take into consideration the entire reservoir and its behavior, rather than on a lease -by -lease basis. It would also show that a failure to unitize would impair the correlative rights of the parties. 6. It is an error to wait for production before the AOGCC acts on ExxonMobil's Petition for unitization of the Point Thomson Sand Unit. a. ExxonMobil's Petition addressed the standard for a plan of unitization, which is set out in AS 31.05.110, and set forth the basis for compulsory unitization under AS 31.05.110(b). The AOGCC is required to determine whether the plan meets these standards. b. To require production before the AOGCC could consider that plan undermines conservation objectives. 7. The AOGCC erred in holding that a stay would harm DNR, and in so • PATTON BOGGS LLP Law Offices doing, made no factual finding to support that holding. There is no factual evidence to 601 West Fifth Avenue Suite 700 Anchorage, AK 99501 Phone: (907) 263 -6300 Fax: (907) 263 - 6345 STATEMENT OF POINTS ON APPEAL Exxon Mobil Corporation. v. State of Alaska, Oil and Gas Conservation Commission, Case No. 3AN -09- CI Page 5 • support any finding of harm and staying the proceedings will not harm DNR. Considerations of administrative and judicial economy continue to argue in favor of a stay of the proceedings, as previously found by the AOGCC. 8. ExxonMobil incorporates by reference the arguments raised in its Application for Reconsideration of Order Dismissing Petition. DATED at Anchorage, Alaska this 3' dday of June 2009. PATTON BOGGS LLP Doug . Serd y, Esq. Alas : ar No. 10072 Kevin D. Callahan, Esq. Alaska Bar No. 8411103 601 West Fifth Avenue, Suite 700 Anchorage, Alaska 99501 Phone: (907) 263 -6310 Fax: (907) 263 -6345 PATTON BOGGS LLP Law Offices 601 West Fifth Avenue Suite 700 Anchorage, AK 99501 Phone: (907) 263 -6300 Fax: (907) 263 - 6345 STATEMENT OF POINTS ON APPEAL Exxon Mobil Corporation. v. State of Alaska, Oil and Gas Conservation Commission, Case No. 3AN -09- CI Page 6 • • CERTIFICATE OF SERVICE I hereby certify that on the day of June 2009, I caused a true and correct copy of the foregoing document to be served via: Q US MAIL on: Richard Svobodny Acting Attorney General P.O. Box 110300 Juneau, AK 99811 -0300 Daniel T. Seamount, Jr. Chair John K. Norman, Commissioner Cathy P. Foerster, Commissioner Alaska Oil and Gas Conservation Commission 333 West 7th Avenue, Suite 100 Anchorage, Alaska 99501 By: 1 Maribel Webber, Legal Secretary PATTON BOGGS, LLP PATTON BOGGS LLP Law Offices 601 West Fifth Avenue Suite 700 Anchorage, AK 99501 Phone: (907) 263 -6300 Fax: (907) 263 - 6345 STATEMENT OF POINTS ON APPEAL Exxon Mobil Corporation. v. State of Alaska, Oil and Gas Conservation Commission, Case No. 3AN -09- CI Page 7 STATE OF ALASKA ALASKA OIL AND GAS CONSERVATION COMMISSION 333 West Seventh Avenue, Suite 100 Anchorage Alaska 99501 Re: In the Matter of the Petition of Exxon Mobil Corporation ) Docket No. CO -08 -01 Pursuant to AS 31.05.110 for Approval of Unitization of ) Conservation Order No. 584 The Point Thomson Sand Unit ) ) April 6, 2009 ORDER DISMISSING PETITION This matter involving a petition for compulsory unitization has been the subject of an Order Staying Proceedings that was issued on April 11, 2008. The petitioner, Exxon Mobil Corporation ( "ExxonMobil ") has filed a Motion for Limited Lifting of Stay, solely to allow the filing of an updated plan of development for the proposed unit. In addition to opposing ExxonMobil's motion, the Department of Natural Resources ( "DNR ") has filed a renewed motion to dismiss the underlying petition for compulsory unitization. In previously staying the proceedings, the Commission noted that this case raises challenging legal issues involving the relationship between the respective unitization authorities of the Commission and DNR. Considerations of administrative and judicial economy and avoidance of potential unnecessary litigation costs and premature decision - making argued, in the Commission's view, for a stay of proceedings. However, an additional prerequisite for the Commission's Order to Stay Proceedings was its belief that a stay would not harm any party. That prerequisite is no longer satisfied. This petition is being relied upon in other forums as a basis for certain of ExxonMobil's contentions regarding the status of state oil and gas leases that is the subject of dispute with DNR. We do not express a position on the validity of those contentions. However, if DNB's motion to dismiss the petition is well founded, then the stay should be lifted and the motion granted, lest an erroneous continuation of this compulsory unitization case harm DNR by 1 • becoming a potential basis for decisions in other forums. Apart from possible harm to DNR, moreover, the public interest would not be served if the Commission's failure to reach the merits of the issues raised by DNR further complicates or confuses the complex Point Thomson litigation between ExxonMobil and DNR. Consequently, it is necessary for the Commission to consider the merits of DNR's motion to dismiss.' DNR's Motion to Dismiss Relationship Between Unitization Authorities DNR advances several grounds for dismissal of the petition, but the core contention is that ExxonMobil's invocation of the Commission's compulsory unitization powers here impermissibly attempts to circumvent DNR's statutory responsibility to manage the state's oil and gas leasing program. The tracts that the petition seeks to have the Commission unitize under AS 31.05.110(b) were or are state oil and gas leases that were previously unitized under AS 38.05.180(p), but as to which DNR terminated the unit for lack of timely development as required by the unit agreement. ExxonMobil is challenging the termination decision in court. The relationship between the unitization provisions of Title 31 and those of Title 38 is not a simple issue. Each set of provisions represents a complete unitization law within its own domain. The former provisions are substantially similar to and based on the Interstate Oil and Gas Compact Commission's model statute of its time and on generally applicable conservation statutes found in oil producing states like Oklahoma, where oil and gas are typically found on privately owned land. The latter provisions are substantially similar to and based on the federal Mineral Leasing Act, under which the United States Department of the Interior comprehensively manages oil and gas development on most federal land. Under Title 38, the Department of In its order scheduling oral argument on the parties' motions, the Commission asked the parties to address, among other questions, whether "the resolution of any of the issues raised by the motions and in the briefing depend[s] on any disputed facts whose determination would require an evidentiary hearing" and "[i]f so, what are those disputed facts ". Neither party identified any such disputed facts. The Commission agrees that the motions are ripe for decision without the need for an evidentiary hearing. 2 Natural Resources exercises an analogous role with respect to state land. One thing that is clear is that the two unitization laws cannot both be simultaneously applied to their full literal extents, at least with respect to state land, because that plainly would lead to inconsistent results. For example, AS 31.05.110(a) provides that oil and gas lessees may form voluntary units, making no exception for lessees under state oil and gas leases, but AS 38.05.180(p) provides that lessees under state oil and gas leases may not form voluntary units unless DNR approves. A 1996 Attorney General's Opinion discussed the relationship between the Commission's and DNR's unitization authorities. 1996 Op. Att'y Gen. No. 3 (663 -96 -0121; July 3). The particular issue addressed there, whether the Commission's compulsory unitization powers apply to oil and gas interests that are already included in a unit approved by DNR, is different from the issue in the present matter, which in essence is the extent to which the Commission's unitization powers apply to oil and gas interests that have been affirmatively de- unitized by DNR. However, the Opinion sets outs several general considerations that are relevant to the present inquiry. First, the Commission's statutory authority focuses on conservation purposes: primarily the prevention of waste, and also the related goals of ensuring a greater ultimate recovery of oil and gas and of protecting correlative rights. DNR's responsibilities with respect to state -owned oil and gas resources are broader: they include conservation but extend generally to all of the factors, including "complex economic issues," that may be considered in determining what land management decision "best serve[s] the interests of the state." Op. Att'y Gen. No. 3, at 21. Second, where there is a conflict between a specific statutory provision and a general one, "it is an accepted rule of statutory construction" that the specific provision controls. Id. at 19. Third, where the potential for conflict exists between the administration of two sets of laws, principles of comity and deference argue for implementing each statute in a way that minimizes the impact on the policies of the other statute. Id. at 23. 3 • . All of these considerations argue against exercising compulsory unitization powers under AS 31.05.110(b) here. Statutory Purposes To begin with, for the Commission to order compulsory unitization under present circumstances would clearly and directly collide with DNR's land management decision to terminate the pre - existing unit. (Indeed, in its petition ExxonMobil implicitly acknowledges that if DNR's decision is reversed on appeal, its petition will be moot. Petition for Unitization — Point Thomson Sand Unit, paragraphs 28, 30.) Yet neither DNR's decision, nor the Commission's refusal to entertain ExxonMobil's petition, would currently threaten the conservation goals that AS 31.05.110(b) is intended to accomplish. First, the reservoir that would be subject to compulsory unitization as sought by ExxonMobil is not currently under production and is not proposed to begin production before 2014, under ExxonMobil's revised plan of development. Indeed, the reservoir is still in need of delineation, which is the goal of two wells proposed to be drilled by ExxonMobil over the next two to three years. While unitization under AS 38.05.180(p) may occur, and often does occur, at the exploratory stage, compulsory unitization under AS 31.05.110 is limited to "so much of a pool or pools as has been defined and determined to be productive," and to situations where it is shown that "the unitized management, operation and further development of a pool or portion of a pool is reasonably necessary in order to effectively carry on pressure control, pressure- maintenance or repressuring operations, cycling operations, water flooding operations, or any combination of these, or any other form of joint effort calculated to substantially increase the ultimate recovery of oil and gas from the pool." It is hard to imagine such operations commencing until the status of the oil and gas leases in dispute has been resolved, but even assuming that their unresolved status were not an obstacle, reservoir delineation and 4 • development planning have simply not yet reached the stage where unitization for production (as distinguished from exploration) is necessary for conservation purposes. Moreover, since all of the potentially affected tracts are on state land, development operations may not legally go forward without DNR's approval, irrespective of the status of unitization efforts. See 11 AAC 83.158; DL -1 lease form, paragraph 22.) Indeed, unitization for production apparently is not even possible yet. This is reflected in ExxonMobil's failure to include in its recommended plan of unitization the requisite "division of interest or formula for the apportionment and allocation of the unit production, among and to the several separately owned tracts within the unit area such as will reasonably permit persons otherwise entitled to share in or benefit by the production from such separately owned tracts to produce and receive, instead thereof, their fair, equitable and reasonable share of the unit production or other benefits of it ... taking into account acreage, the quantity of oil and gas recoverable from it, location on the structure, its probable productivity of oil and gas in the absence of unit operations, the burden of operations to which the tract will or is likely to be subjected, or so many of these factors, or such other pertinent engineering, geological or operating factors as may be reasonably susceptible of determination." AS 31.05.110(c)(2). It should be recalled that it is precisely the "problem of dividing the proceeds of production" that is "the principal obstacle to full, voluntary agreement" to unitize — in other words, the principal reason for enactment of compulsory unitization statutes. 6 H.R. Williams & C.J. Meyers, Oil and Gas Law § 910 at 85 (1995), quoted in Op. Att'y Gen. No. 3, at 15. Accordingly, a fundamental element of compulsory unitization is the conservation agency's determination of the participation formula for the unit and the agency's power to impose it on non - consenting interest owners. Yet the purported participation formula proposed by ExxonMobil's petition is merely a provision that the parties "shall determine participation based 5 i on the original recoverable reserves underlying each tract of land," with adjustment to account for the relative cost to develop and produce such reserves. In other words, there is insufficient information to allocate production now, so the petition defers that decision until sufficient information becomes available. This is probably a perfectly appropriate mechanism to adopt in a voluntary exploration unit agreement, but in the case of compulsory unitization, a non - consenting interest owner is entitled to have its share of production determined by the Commission itself as part of the compulsory unitization order, and not by a later vote of the other interest owners or an arbitration panel. Second, DNR's decision to terminate the pre - existing unit was based on the lessees' failure, in DNR's view, to diligently develop their leases, and not on any opposition by DNR to unitized development. Indeed, the decision noted that "PTU termination does not preclude the formation of new units and the State can still realize the benefits of unitized development of the PTU reservoirs." State of Alaska, Department of Natural Resources, Commissioner's Findings and Decision on Remand from Superior Court: Point Thomson Unit, at 36 (April 22, 2008). The current dispute between DNR and ExxonMobil is about who owns the lease tracts, not about whether development of the tracts should be on a unitized basis. Third, the DNR Commissioner has affirmatively stated that he considers that unitization of the Pt. Thomson leases that have been determined to remain in effect "will likely be appropriate to properly conserve natural resources." State of Alaska, Department of Natural Resources, Conditional Interim Decision at 3 (Jan. 27, 2009). DNR intends to "address unitization issues in a final decision once the record is complete." Id. Thus, absent specific facts to the contrary, the Commission assumes that DNR will encourage and approve unitization in the 2 Arguably the petition could be dismissed as defective due to its lack of a genuine recommended participation formula, but since the parties did not brief or argue this issue, the Commission does not act on this ground. The Commission refers to the participation formula issue merely as additional confirmation that there is no current need for unitization proceedings for conservation purposes in this case. 6 • • Pt. Thomson area before production begins there. At the very least, it would be premature for the Commission to assume otherwise at this point. Specific vs. General Statutory Provisions The Alaska Oil and Gas Conservation Act as a whole, and AS 31.05.110 in particular, are laws of general application, modeled on other states' legislation designed fundamentally to apply state police powers to oil and gas activities on private land. AS 38.01.180(p), in contrast, is specific to unitization of state oil and gas leases. An integral element of that provision is the limitation of the lessees' right to unitize to situations where unitization is "determined and certified by the commissioner [of natural resources] to be necessary or advisable in the public interest." Administrative Comity Principles of administrative comity counsel us to apply AS 31.05.110 in a way that avoids, if possible, negatively impacting DNR's lease management responsibilities under AS 38.05.180. One way to accomplish this, and also to implement the principle of favoring specific over general statutory provisions, would be to construe AS 31.05.110(b) as simply inapplicable to state oil and gas leases where the lessees have agreed to unitize and only DNR's approval is needed to complete the process under AS 38.05.180(p). However, adopting this blanket approach might unnecessarily impact the Commission's own statutory responsibilities, contrary to administrative comity. We believe a narrower basis for decision is called for at this time: namely, that when DNR has recently determined to terminate a non - producing unit consisting of state oil and gas leases, the Commission should decline to entertain a petition for compulsory unitization unless and until it appears that production of a pool within the leases will go forward in the absence of DNR- approved unitization or re- unitization (thereby potentially 3 A case cited by DNR, Kirkpatrick Oil & Gas Co. v. United States, 675 F.2d 1122 (10 Cir. 1982), might be read as supporting such an outcome. However, as ExxonMobil correctly points out, that case involved federal supremacy, a factor not present here. 7 • ® • implicating the conservation goals of AS 31.05.110). A corollary of this rule is that DNR must first be afforded an opportunity to unitize or approve unitization of the leases, before recourse is had to the Commission's compulsory unitization authority. Other Arguments Raised by DNR In addition to the issues addressed above, concerning the relationship of the two agencies' unitization authorities, DNR has advanced several other arguments for dismissal of ExxonMobil's petition. One is that compulsory unitization powers do not apply where all lessees agree to unitization and only a lessor has failed to agree. DNR cites in this connection the Attorney General's Opinion referred to above. However, that Opinion dealt with a situation where the lessor (DNR) as well as all of the lessees were in agreement. Since the Commission is dismissing the petition here on a narrower ground, as set out above, it is unnecessary to decide at this time the broader issue of whether the Commission's exercise of compulsory unitization powers may be predicated on the failure solely of a lessor to agree to voluntary unitization. DNR also argues that "a necessary precondition for the [Commission] to form a compulsory unit is a petition that makes a showing of waste or the impairment of correlative rights." As with the previous issue, it is not necessary to address this general proposition here. As discussed above, in the particular case where a compulsory unitization petition poses a direct conflict with DNR's lease management decisions, the absence of a current conservation need for Commission action will justify the Commission's refusal to entertain the petition at least for the time being. Finally, DNR argues that ExxonMobil's petition is fatally flawed because at the time the petition was filed, ExxonMobil did not hold title to 12 of the 41 oil and gas lease tracts sought to be unitized. The Commission does not understand this objection, since the usual case calling for compulsory unitization involves different ownership of the various tracts overlying a reservoir. 8 • • ExxonMobil's Motion to Lift Stay In light of the Commission's decision, below, to dismiss the petition, ExxonMobil's Motion to Lift Stay is moot. The Commission does, however, allow the filing of ExxonMobil's revised plan of development, as sought by that motion, and has considered that revised plan of development as part of the record in this matter in reaching its decision_ NOW THEREFORE IT IS ORDERED: ExxonMobil's Petition for Unitization -- Point Thomson Sand Unit is dismissed without prejudice. ENTERED at Anchorage, Alaska I dated April ., 200•. i OI Daniel T. - . ,, ount, r., Chair �h: 9 �y U ' !, - as : q . • , as Conservation Commission c: y ` _ 17 - orman, C • er 0 � / i ; ', N om` . Oil • d Gas Conservation Commission - '41 -, ..... ... ;"' , ' ) , / ‘12,(44( 1 1.,....,, Cathy P. oerster, Commissioner Alaska it and Gas Conservation Commission RECONSIDERATION AND APPEAL NOTICE As provided in AS 31.05.080(a), within 20 days after written notice of the entry of this order or decision, or such further time as the Commission grants for good cause shown, a person affected by it may file with the Commission an application for reconsideration of the matter determined by it. If the notice was mailed, then the period of time shall be 23 days. An application for reconsideration must set out the respect in which the order or decision is believed to be erroneous. The Commission shall grant or refuse the application for reconsideration in whole or in part within 10 days after it is filed. Failure to act on it within 10 -days is a denial of reconsideration. If the Commission denies reconsideration, upon denial, this order or decision and the denial of reconsideration are FINAL and may be appealed to superior court. The appeal MUST be filed within 33 days after the date on which the Commission mails, OR 30 days if the Commission otherwise distributes, the order or decision denying reconsideration, UNLESS the denial is by inaction, in which case the appeal MUST be filed within 40 days after the date on which the application for reconsideration was filed. If the Commission grants an application for reconsideration, this order or decision does not become final. Rather, the order or decision on reconsideration will be the FINAL order or decision of the Commission, and it may be appealed to superior court. That appeal MUST be filed within 33 days after the date on which the Commission mails, OR 30 days if the Commission otherwise distributes, the order or decision on reconsideration. As provided in AS 31.05.080(b), "[t]he questions reviewed on appeal are limited to the questions presented to the Commission by the application for reconsideration." In computing a period of time above, the date of the event or default after which the designated period begins to run is not included in the period; the last day of the period is included, unless it falls on a weekend or state holiday, in which event the period runs until 5:00 p.m. on the next day that does not fall on a weekend or state holiday. 9 • STATE OF ALASKA ALASKA OIL AND GAS CONSERVATION COMMISSION 333 West Seventh Avenue, Suite 100 Anchorage Alaska 99501 Re: In the Matter of the Petition of Exxon Mobil Corporation ) Docket No. CO -08 -01 Pursuant to AS 31.05.110 for Approval of Unitization of ) Conservation Order No. 584 The Point Thomson Sand Unit ) ) April 6, 2009 Certificate of Service I certify that on April 6, 2009 a copy of the Order Dismissing Petition was mailed to each of the following at their addresses of record. Exxon Mobil Corp William B. Rozell, Esq. Doug Serdahely, Esq. 601 West 5 Avenue, Suite 700 Anchorage, AK 99501 • John Daum, Esq. O'Melveny & Myers 400 South Hope Street Los Angeles, CA 90071 C. Stephen Luna, Esq. 800 Bell Street # 1707J Houston, Texas 77002 Chevron USA, Inc. Stephen Ellis, Esq. Delaney, Wiles 1007 West 3rd Avenue, #400 Anchorage, AK 99501 P. Jefferson Ballew Luke Ashley Thompson & Knight LLP 1700 Pacific Avenue, Suite 3300 Dallas, Texas 75201 -4693 • BP Exploration (Alaska), Inc. George R. Lyle, Esq. Guess and Rudd P.C. 510 L Street, Suite 700 Anchorage, Alaska 99501 Chris Wyatt, Esq. Brad Kim, Esq. BP Exploration (Alaska), Inc. Law Department PO Box 196612 Anchorage, Alaska 99519 ConocoPhillips (Alaska), Inc. Courtesy Copy Mark P. Worcester, Esq. ConocoPhillips (Alaska), Inc. Senior Counsel PO Box 100360 Anchorage, Alaska 99510 Department of Natural Resources Jonathan Katchen, Esq. State of Alaska Assistant Attorney General Oil, Gas & Mining Section 1031 West 4 Avenue, Suite 200 Anchorage, AK 99501 Matthew T. Findley, Esq. Dani Crosby, Esq. Ashburn & Mason, P.C. 1227 West 9 Avenue, Ste. 200 Anchorage, AK 99501 Leede Operating Company, L.L.C. Randal M. Kirk Messner & Reeves L.L.C. 1430 Wynkoop, Suite 400 Denver, CO 80202 • • Rusty Brusenhan Land Manager Leede Operating Company, L.L.C. 6400 South Fiddler's Green Circle, Suite 210 Englewood, CO 80111 David B. Ruskin Law Office of David B. Ruskin, PC 601 West 5 Avenue, Suite 600 Anchorage, AK 99501 Ik 4 l .11 I A - . . . . . - 10 Ill I Joitl J. Cc • mb. e Sp: ial A < sta ° to the Commission • • STATE OF ALASKA ALASKA OIL AND GAS CONSERVATION COMMISSION 333 West Seventh Avenue, Suite 100 Anchorage Alaska 99501 Re: In the Matter of the Petition of Exxon Mobil Corporation ) Docket No. CO -08 -01 Pursuant to AS 3 I.05.110 for Approval of Unitization of ) Conservation Order No. 584 The Point Thomson Sand Unit ) ) May 4, 2009 Order Denying Reconsideration Exxon Mobil Corporation ( "ExxonMobil ") has requested reconsideration of the Commission's Order Dismissing Petition ( "Order ") in this matter. The Commission has reviewed each of the reasons offered for reconsideration, as set out below, and finds no basis to question the correctness of the Order. First, ExxonMobil argues that the Commission has no choice but to hold a hearing on the merits of unitization, citing Allen v. Alaska Oil & Gas Conservation Comm 'n, 1 P.3d 699. However, in Allen, the Court held that a crucial element of the Commission's dismissal of a compulsory unitization petition — the Commission's rejection of the potential retroactivity of any unitization order — "reflected on the merits of [the] petition," and therefore that "the possibility of retroactivity could not properly be eliminated without determining the merits of the petition for unitization." 1 P.3d at 705. In the present case, by contrast, the grounds for dismissal have nothing to do with the merits of ExxonMobil's petition, and a hearing on the merits could shed no light on the appropriateness of dismissal. Second, ExxonMobil misreads the Order as standing for the proposition that "there [must] be ongoing production to unitize." The Commission did not and does not adopt that proposition, and if the Order was unclear in that regard, the Commission takes this opportunity to clarify the issue. What the Commission has stated is that under • • AS 31.05.110, compulsory unitization is available only for purposes of production and not also for exploration, but that does not mean that the initiation of compulsory unitization proceedings must wait until production begins. What the Commission also stated in the Order is that in the particular set of circumstances where "DNR has recently determined to terminate a non - producing unit consisting of state oil and gas leases, the Commission should decline to entertain a petition for compulsory unitization unless and until it appears that production of a pool within the leases will go forward in the absence of DNR- approved unitization or re- unitization (thereby potentially implicating the conservation goals of AS 31.05.110)." (Emphasis supplied.) The Order did not suggest that the future possibility of Commission action must await the actual commencement of production, only that contemplated production in this case is far enough in the future that there is no current need for Commission action. ExxonMobil obviously does not dispute this point, since it urges that a stay of proceedings in this matter should continue in effect. Third, ExxonMobil states that the "Point Thomson Sand Unit is a classic case for unitization" and that therefore the Commission must act to unitize. This of course goes to the central merits of the petition, but in any event the Commission's Order assumes that unitization may be necessary in order to achieve the conservation purposes of AS 31.05,110 and addresses rather how to reconcile the protection of those conservation purposes with the appropriate recognition of DNR's land management authority. Fourth, on the question of harm from further staying these proceedings, ExxonMobil argues that "it is the litigation arising from termination of the PTU and other actions by DNR, and not the stay, that places the status of the leases in question." However, it appeared that the existence of this compulsory unitization petition was Conservation Order No. 584 Effective May 4, 2009 Page 2 of 3 • • potentially affecting that litigation, and the stay was preventing consideration of whether or not the petition should be dismissed. To be sure, if it had hulled out that dismissal was not appropriate, the fact that the compulsory unitization petition was potentially affecting other litigation would merely be a fact of life and not a source of harm, and a further stay would no doubt be appropriate. But since the Commission determined that dismissal was appropriate, it properly dismissed the petition. NOW THEREFORE IT IS ORDERED: ExxonMobil's Application for Reconsideration of Order Dismissing Petition is denied. ENTERED at Anchorage, Alaska and dated May 4, 2009. „, r i „---- .,, i ,..t,„.,,,,,..,. Airillik r- ,,, - Daniel T. ` ►unt, Jr., Chair Af t K ' . ,� � Je � o an, Co n sioner q tr: ..;+ ,94;96.,(7z_________ a y P. oerster, Commissioner This order is the final order of the Alaska Oil and Gas Conservation Commission. Any appeal to Superior Court must be brought within 30 days after the date that this order is mailed or otherwise distributed. Conservation Order No. 584 Effective May 4, 2009 Page 3 of 3 • • STATE OF ALASKA ALASKA OIL AND GAS CONSERVATION COMMISSION 333 West Seventh Avenue, Suite 100 Anchorage Alaska 99501 Re: In the Matter of the Petition of Exxon Mobil Corporation ) Docket No. CO -08 -01 Pursuant to AS 31.05.110 for Approval of Unitization of ) Conservation Order No. 584 The Point Thomson Sand Unit ) ) May 4, 2009 Certificate of Service I certify that on May 4, 2009 a copy of the Order Denying Reconsideration was mailed to each of the following at their addresses of record. Exxon Mobil Corp William B. Rozell, Esq. Doug Serdahely, Esq. 601 West 5` Avenue, Suite 700 Anchorage, AK 99501 John Daum, Esq. O'Melveny & Myers 400 South Hope Street Los Angeles, CA 90071 C. Stephen Luna, Esq. 800 Bell Street #1707) Houston, Texas 77002 Chevron USA, Inc. Stephen Ellis, Esq. Delaney, Wiles 1007 West 3` Avenue, #400 Anchorage, AK 99501 P. Jefferson Ballew Luke Ashley Thompson & Knight LLP 1700 Pacific Avenue, Suite 3300 • • Dallas, Texas 75201 -4693 BP Exploration (Alaska), Inc. George R. Lyle, Esq. Guess and Rudd F.C. 510 L Street, Suite 700 Anchorage, Alaska 99501 Chris Wyatt, Esq. Brad McKim, Esq. BP Exploration (Alaska), Inc. Law Department PO Box 196612 Anchorage, Alaska 99519 ConocoPhillips (Alaska), Inc. Courtesy Copy Mark P. Worcester, Esq. ConocoPhillips (Alaska), Inc. Senior Counsel PO Box 100360 Anchorage, Alaska 99510 Department of Natural Resources Jonathan Katchen, Esq. State of Alaska Assistant Attorney General Oil, Gas & Mining Section 1031 West 4 Avenue, Suite 200 Anchorage, AK 99501 Matthew T. Findley, Esq. Dani Crosby, Esq. Ashburn & Mason, P.C. 1227 West 9 Avenue, Ste. 200 Anchorage, AK 99501 Leede Operating Company, L.L.C. Randal M. Kirk Messner & Reeves L.L.C. 1430 Wynkoop, Suite 400 Denver, CO 80202 • • Rusty Brusenhan Land Manager Leede Operating Company, L.L.C. 6400 South Fiddler's Green Circle, Suite 210 Englewood, CO 80111 David B. Ruskin Law Office of David B. Ruskin, PC 601 West 5 Avenue, Suite 600 Anchorage, AK 99501 A ik Jody J. ado wp Special Assistant to the Commission • • STATE OF ALASKA tokECEIVED ALASKA OIL AND GAS CONSERVATION COMMISS N 333 West Seventh Avenue, Suite 100 APR 2 9 2009 Anchorage, Alaska 99501 Alaska Oil & Gas Cans. Commission Anchorage Re: In the Matter of the Petition of Exxon Mobil Corporation Pursuant to AS 31.05.110 for Approval Docket No. CO -08 -01 of Unitization of the Point Thomson Sand Unit Conservation Order No. 584 APPLICATION FOR RECONSIDERATION OF ORDER DISMISSING PETITION In accordance with AS 31.05.080, which requires an application for reconsideration before an appeal may be taken to superior court, Exxon Mobil Corporation ( "ExxonMobil ") respectfully submits this Application for Reconsideration of the Alaska Oil and Gas Conservation Commission's ( "AOGCC ") Order Dismissing Petition dated April 6, 2009, in which the AOGCC dismissed without prejudice ExxonMobil's petition for compulsory unitization of the Point Thomson Sand Unit. The AOGCC should reconsider its order, and on reconsideration, should continue to stay the proceedings or proceed to consider the merits of ExxonMobil's petition. L BASES FOR RECONSIDERATION The AOGCC's order should be reconsidered for the following reasons: 1. Principles of administrative comity have no application to this proceeding. Under AS 31.05.030(a), the AOGCC has a broad statutory grant of jurisdiction. This grant of authority includes the express "duty" to consider requests for involuntary unitization such as the one ExxonMobil presented here. AS 31.05.110(a); Allen v. Alaska Oil & Gas Conservation Comm 'n, 1 P.3d 699 (Alaska 2000) (holding that the 010956.0103 \63111 • • i lll Commission erred by dismissing petition for purported lack of jurisdiction without hearing on the merits of unitization). Once a proper petition is filed, the AOGCC has jurisdiction and must fully consider the facts and merits of the petition before concluding whether relief should or must be granted. See Allen, 1 P. 3d at 703 -05. Accordingly, a dismissal of ExxonMobil's P etition is not proper. See 1996 Alaska Op. Att'y Gen. No. 3 P (1996), 1996 WL 756319, *1 (concluding that AOGCC's compulsory unitization powers are limited only where there is a "voluntary unitization agreement entered into and approved by DNR "). The proper mechanism to allow the Department of Natural Resources ( "DNR ") time to consider voluntary unitization, is a stay of the proceeding. 2. Nowhere in AS 31.05.110 is there a requirement that there be ongoing production to unitize. The prevention of waste, ensuring greater ultimate recovery, and protection of correlative rights are far broader mandates for the AOGCC than merely providing for production. See AS 31.05.110(a). AS 31.05.110 requires there be a plan of unitization that provides for "the efficient unitized management or control of the further development and operation of the unit area for the recovery of oil and gas from the pool affected; . . ." 31.05.110(c)(1). The petition addresses this matter and sets forth the basis for involuntary unitization for operations under AS 31.05.110(b). It is for the AOGCC to determine whether the plan meets this standard. To require production before the Commission could consider that plan undermines conservation objectives. Unitization before production allows ExxonMobil to design and build facilities that consider the entire reservoir and its behavior, rather on a lease by lease basis. It also allows Re: In the Matter of the Petition of Exxon Mobil Corporation Pursuant to AS 31.05.110 for Approval of Unitization of the Point Thomson Sand Unit, Docket No. CO -08 -01 Page 2 • ExxonMobil to strategically place, design and drill wells that provide maximum ultimate recovery and minimize waste. 3. The Point Thomson Sand Unit is a classic case for unitization. Failure to unitize would impair the correlative rights of the parties since the entire reservoir can be produced from a few wells on a few leases. Accordingly, the public interest requires that the AOGCC exercise its statutory jurisdiction and adopt unitized methods of operation that are fair, reasonable and equitable and which are necessary or proper to protect, safeguard and adjust the respective rights and obligations of the several persons affected. See AS 31.05.110(b) and (c). To the extent the Commission wishes to give DNR an opportunity to voluntarily unitize the field, the public interest favors a stay, which would advance administrative efficiency and avoid unnecessary cost and duplication of efforts while still maintaining AOGCC jurisdiction to consider ExxonMobil's petition. 4. Further staying these proceedings will not harm DNR and there are no facts to support such a finding. The only potential harm DNR has alleged is that the stay places the status of the leases in question and complicates ongoing litigation, pointing to an appeal before the superior court involving the Expansion Leases as its example of the latter claim. But it is the litigation arising from termination of the PTU and other actions by DNR, and not the stay, that places the status of the leases in question. As to DNR's claim about the Expansion Lease appeal, no complication to that proceeding will occur by staying the proceeding here. DNR and ExxonMobil have entered into a stipulation for Re: In the Matter of the Petition of Exxon Mobil Corporation Pursuant to AS 31.05.110 for Approval of Unitization of the Point Thomson Sand Unit, Docket No. CO -08 -01 Page 3 • • partial dismissal of that appeal and for a stay of the remainder of the appeal.' Accordingly, "[c]onsiderations of administrative and judicial economy and avoidance of potential unnecessary litigation costs and premature decision - making" continue to argue in favor of a stay of the proceedings, as previously found by the Commission. II. REQUESTED REMEDIES 1. DNR's motion to dismiss should be denied. 2. The stay should be continued in effect until the outcome of the appeal of DNR's purported termination of the Point Thomson Unit. In the alternative, the AOGCC should proceed to consider the merits of ExxonMobil's petition for compulsory unitization of the Point Thomson Sand Unit. DATED at Anchorage, Alaska this 29 day of April 2009. By: /r B. J. 'Tupl.fs Gordon Arata McCollam I uplantis & Eagan LLP 400 East Kaliste Saloom Road, Suite 4200 Lafayette, LA 70508 -8517 Tel: 504 -569 -1830 Fax: 337 -237 -3451 Email: bduplantis@a_.:gordonarata.com 1 The Superior Court, the Honorable Mark Rindner, approved the stipulation on February 18, 2009. Exhibit A (Order Granting Stipulation for Partial Dismissal of Appeal and for Stay of Remainder of Appeal dated February 18, 2009). Re: In the Matter of the Petition of Exxon Mobil Corporation Pursuant to AS 31.05.110 for Approval of Unitization of the Point Thomson Sand Unit, Docket No. CO -08 -01 Page 4 • • William B. Rozell P.O. Box 20730 Juneau AK 99802 Tel: 907 -586 -0142 Cell: 907 - 321 -0831 Fax: 907 - 463 -5647 Email: bartrozell @aol.com C. Stephen Luna Exxon Mobil Corporation 800 Bell Street Houston, TX 77002 Tel: (713) 656 -4747 Email: charles.s.luna @exxonmobil.com John F. Daum O'Melveny & Myers LLP 400 South Hope Street Los Angeles, CA 90071 Tel: 213.430.6000 Douglas J. Serdahely PATTON BOGGS LLP 601 West Fifth Avenue, Suite 700 Anchorage, Alaska 99501 Email: dserdahely@pattonboggs.com Attorneys for Exxon Mobil Corporation Re: In the Matter of the Petition of Exxon Mobil Corporation Pursuant to AS 31.05.110 for Approval of Unitization of the Point Thomson Sand Unit, Docket No. CO -08 -01 Page 5 • CERTIFICATE OF SERVICE 1 hereby certify that on the 29 day of April 2009, I caused a true and correct copy of the foregoing document to be served via: Q US MAIL on: Chevron USA, Inc. Department of Natural Resources Stephen Ellis, Esq. Jonathan Katchen, Esq. Delaney, Wiles State of Alaska 1007 West 3rd Avenue, #400 Assistant Attorney General Anchorage, AK 99501 Oil, Gas & Mining Section 1031 West 4 Avenue, Suite 200 P. Jefferson Ballew Anchorage, AK 99501 Luke Ashley Thompson & Knight LLP Matthew T. Findley, Esq. 1700 Pacific Avenue, Suite 3300 Dani Crosby, Esq. Dallas, Texas 75201 -4693 Ashburn & Mason, P.c. 1227 West 9th Avenue, Ste. 200 BP Exploration (Alaska), Inc. Anchorage, AK 99501 George R. Lyle, Esq. Guess and Rudd P.C. Leede Operating Company, L.L.C. 510 L Street, Suite 700 Randal M. Kirk • Anchorage, Alaska 99501 Messner & Reeves L.L.C. 1430 Wynkoop, Suite 400 Chris Wyatt, Esq. Denver, CO 80202 Brad Kim, Esq. BP Exploration (Alaska), Inc. Rusty Brusenhan Law Department Land Manager PO Box 196612 Leede Operating Company, L.L.C. Anchorage, Alaska 99519 6400 South Fiddler's Green Circle, Suite 210 Englewood, CO 80111 ConocoPhillips (Alaska), Inc. Courtesy Copy Mark P. Worcester, Esq. David B. Ruskin ConocoPhillips (Alaska), Inc. Law Offices of David B. Ruskin, PC Senior Counsel 601 West Fifth Avenue, Suite 700 PO Box 100360 Anchorage, Alaska 99501 Anchorage, Alaska 99510 Maribel Webber, Legal Secretary Re: In the Matter of the Petition of Exxon Mobil Corporation Pursuant to AS 31.05.110 for Approval of Unitization of the Point Thomson Sand Unit, Docket No. CO -08 -01 Page 6 • i } IN THE SUPERIOR COURT OF THE STATE OF ALASKA THIRD JUDICIAL DISTRICT AT ANCHORAGE Exxon Mobil Corporation, Working Interest Owner and Operator of the Point Thomson Unit, Case No. 3AN - 08 - 10156 CI Appellant, RECEIVED • v. FEB 1 9 Z 009 State of Alaska, Department of Natural Resources, PATTON BOGGS LLP Appellee. - (PROPOSED] ORDER GRANTING STIPULATION FOR PARTIAL DISMISSAL OF APPEAL AND FOR STAY OF REMAINDER OF APPEAL The Court, having considered the parties' Stipulation for Partial Dismissal of Appeal and for Stay of Remainder of Appeal and being duly advised in the premises, HEREBY ORDERED THAT: 1. The parties' Stipulation for Stipulation for Partial Dismissal of Appeal and for Stay of Remainder of Appeal is hereby ADOPTED; Lc 2. That portion of this appeal which pertains to Lease Numbers ADL 377016, ADL 377017, ADL 377020, ADL 389728, and ADL 389730 is hereby STAYED until further order of the Court; 3. That portion of this appeal which pertains to Lease Numbers PATTON BOGGS LLP Law offices : ADL 377015, ADL 372256, ADL 375064, ADL 382101, ADL 388425, ADL 388426, 601 West Fifth Avenue Suite 700 Anchorage, AK 99501 Phone: (907) 263 -6300 • Fax: (907)263.6345 • Exhibit A Page 1 of 3 010956.0103 \62223 ADL 389716, and ADL 389727 and is hereby DISMISSED with prejudice; and 4. The parties shall advise the Court by separate submission when they • request the Court to dissolve this stay. DATED: Al. !el Honorable Mark Rindner Superior Court Judge --t-fi, t o r k 540 itt— ‘Py /tine/AV ,5 yak_ ' 914 rf 1(a— I certify that on . _ 2 0.-1 e _ O _.1 a copy • of the above wes mailed to each of the following at their addresses of record: Se rdahelq R ose l PATTON BOGGS aU Y►� A 4 'Tbd d LLP M4i E l'✓1 Law Offices Administrative Assistant 601 West Fifth Avenue Suite 700 Anchorage, AK 99501 Phone: (907) 263 - 6300 [PROPOSED] ORDER GRANTING STIPULATION FOR PARTIAL DISMISSAL OF APPEAL AND FOR Fax: (907) 263.6345 STAY OF REMAINDER OF APPEAL Exxon Mobil Corporation. v. State of Alaslca, Department ofNatural Resources, Case No4.446 CI Page 2 • CERTIFICATE OF SERVICE I hereby certify that on the \- ay of September 2008, I caused a true and correct copy of the foregoing document to be served on: VIA U.S. MAIL: Richard Todd Jonathan Katchen Sr. Assistant Attorney General State of Alaska, Department of Law 1031 West 4th Avenue, Suite 200 Anchorage, Alaska 99501 -1994 Mark E. Ashburn Dani Crosby Matthew T. Findley Ashburn & Mason 1227 W. 9th Avenue, Suite 200 Anchorage, Alaska 99501 By: i Maribel Webb gal Secretary PATTON BOGGS LLP PATTON BOGGS LLP Law Offices 601 West Fifth Avenue Suite 700 Anchorage, AK 99501 Phone: (907) 263 -6300 [PROPOSED] ORDER GRANTING STIPULATION FOR PARTIAL DISMISSAL OF APPEAL AND FOR Fax: (907) 263 - 6345 STAY OF REMAINDER OF APPEAL Exxon Mobil Corporation. v. State of Alaska, Department of Natural Resources, Case It g a " ' X 156 CI Page 3 • • Douglas J. Serdahely, Esq. Kevin D. Callahan, Esq. PATTON BOGGS LLP 601 W. Fifth Avenue, Suite 700 Anchorage, Alaska 99501 Telephone: (907) 263 -6300 Fax: (907) 263 -6345 Attorneys for Appellant Exxon Mobil Corporation IN THE SUPERIOR COURT OF THE STATE OF ALASKA THIRD JUDICIAL DISTRICT AT ANCHORAGE Exxon Mobil Corporation, Appellant, v. State of Alaska, Oil and Gas Case No. 3AN -09- CI Conservation Commission, Appellee. ENTRY OF APPEARANCE PLEASE TAKE NOTICE that PATTON BOGGS, LLP, hereby enters an appearance on behalf of Appellant Exxon Mobil Corporation, in the above - referenced matter, and requests that all pleadings, notices, or other papers be served on the undersigned, to the address stated herein: PATTON BOGGS LLP Law Offices 601 West Fifth Avenue Suite 700 Anchorage, AK 99501 Phone: (907) 263 -6300 Fax: (907) 263-6345 010956.0103 \63495 • • Douglas J. Serdahely, Esq. PATTON BOGGS LLP 601 West Fifth Avenue, Suite 700 Anchorage, Alaska 99501 Tel: 907 - 263 -6310 Fax: 907- 263 -6345 E -mail: dserdahely @pattonboggs.com DATED at Anchorage, Alaska this of June 2009. PATTON BOGGS LLP • ougla- J. Se,"ahely, Esq. Alask. Bar ' o. 7210072 Kevin D. Callahan, Esq. Alaska Bar No. 8411103 601 West Fifth Avenue, Suite 700 Anchorage, Alaska 99501 Phone: (907) 263 -6310 Fax: (907) 263 -6345 PATTON BOGGS LLP Law Offices 601 West Fifth Avenue Suite 700 Anchorage, AK 99501 Phone: (907) 263 -6300 Fax: (907) 263 -6345 ENTRY OF APPEARANCE Exxon Mobil Corporation. v. State of Alaska, Oil and Gas Conservation Commission, Case No. 3AN -09- CI Page 2 • • CERTIFICATE OF SERVICE I hereby certify that on the day of June 2009, I caused a true and correct copy of the foregoing document to be served via: El US MAIL on: Richard Svobodny Acting Attorney General P.O. Box 110300 Juneau, AK 99811 -0300 Daniel T. Seamount, Jr. Chair John K. Norman, Commissioner Cathy P. Foerster, Commissioner Alaska Oil and Gas Conservation Commission 333 West 7th Avenue, Suite 100 Anchorage, Alaska 99501 By: f k Maribel Webber, Legal Secretary PATTON BOGGS, LLP PATTON BOGGS LLP Law Offices 601 West Fifth Avenue Suite 700 Anchorage, AK 99501 Phone: (907) 263 -6300 Fax: (907) 263 -6345 ENTRY OF APPEARANCE Exxon Mobil Corporation. v. State of Alaska, Oil and Gas Conservation Commission, Case No. 3AN -09- CI Page 3
