In Texas Outfitters Limited, LLC v. Nicholson, the Texas Supreme Court upheld a trial court’s finding that an executive right holder violated its duty of “utmost good faith and fair dealing” when it rejected a lease offer to the benefit of the surface interests and the detriment of the mineral interests.1 In this case, Texas Outfitters Limited, LLC (Texas Outfitters) owned the surface estate and 4.16 percent of the mineral estate, the Carter family owned 45.84 percent of the mineral estate, and the Hindes family owned the remaining 50 percent of the mineral estate. Texas Outfitters also held the executive right to lease the combined 50 percent mineral interest of Texas Outfitters and the Carter family. In 2010 the Hindes family leased their 50 percent mineral interest to El Paso Oil Exploration & Production Company (El Paso Oil). El Paso Oil also made a lease offer for the combined 50 percent mineral interests of Texas Outfitters and the Carter family. While the Carter family wished to lease their interest, Texas Outfitters rejected the offer. When the nearby drilling revealed that the land was not as productive as anticipated, the interest in leasing the Carter family’s mineral interests declined. The Carter family subsequently sued Texas Outfitters for breach of the executive right holder’s duty of utmost good faith and fair dealing.
The trial court found that the use of the surface estate unencumbered by the El Paso Oil lease benefitted Texas Outfitters’ surface estate to the detriment of the Carters’ mineral interest. Further, the trial court noted that Texas Outfitters was aware that the Hindes family had leased their interest to El Paso Oil, which could negatively affect the “pool of potential lessees.”2 Thus, the trial court held that the executive interest holder breached its duty.