Background
Mieco, L.L.C. contracted to buy 20,000 million British thermal units of natural gas per day from Pioneer Natural Resources USA, Inc. from November 2020 through March 2021. The contract excused performance prevented by force majeure, including region-wide weather events that caused wells or pipelines to freeze, provided the affected party exercised due diligence and made reasonable efforts to avoid and resolve the event’s effects.
During Winter Storm Uri, Pioneer failed to deliver the full contracted quantity from February 14 through February 19, 2021. Mieco purchased replacement gas and sued for more than $9 million. After an earlier Fifth Circuit decision reversed summary judgment for Pioneer because factual disputes remained, the district court conducted a three-day bench trial and again entered judgment for Pioneer, finding that Uri prevented performance and that Pioneer exercised due diligence.
The Court’s Holding
The Fifth Circuit affirmed. It held that the district court complied with the prior appellate mandate by determining both whether Uri prevented Pioneer’s performance and whether Pioneer made reasonable efforts before, during, and after the storm. Evidence of unprecedented well and pipeline freeze-offs supported the finding that the storm rendered full performance impracticable, which was sufficient under the contract even though performance was not literally impossible.
The court also found adequate support for the district court’s due-diligence findings. Pioneer had increased its share of interruptible sales agreements, winterized equipment, conducted site visits, staged equipment and personnel, purchased additional gas, dispatched teams to restore wells, and sought assistance from third parties. Finally, the district court did not abuse its discretion by admitting Pioneer expert Kris Terry’s industry-practice testimony while excluding Mieco expert Richard Smead’s proposed opinions about the meaning of “due diligence” and “reasonable efforts,” which would have addressed legal conclusions concerning the contract.
Key Takeaways
- A force-majeure event need not make performance literally impossible when the contract’s requirement that the event “prevent” performance encompasses impracticability.
- The district court satisfied the mandate rule by making evidence-supported findings about prevention, advance preparation, mitigation, and resumption of performance.
- In a bench trial, an experienced industry expert may address custom and practice, but an expert may not supply legal conclusions interpreting contractual terms.
Why It Matters
The decision illustrates how detailed evidence of preparation and emergency response can determine whether a seller’s nonperformance is excused under a force-majeure clause. It also confirms that appellate remands identifying factual disputes permit trial courts to resolve those disputes through factfinding.
For energy-contract litigation arising from extreme weather, the ruling highlights the importance of documenting winterization, supply planning, personnel deployment, mitigation efforts, and third-party coordination. It also draws a practical boundary between admissible expert testimony about industry practices and inadmissible expert opinions about a contract’s legal meaning.