american association of petroleum landmen`s field

Presented by:
Celia C. Flowers
September 11, 2013
FLOWERS
DAVIS, P.L.L.C.
“UNDER THE LAND”
A LANDMAN’S LITANY OF DUTIES AND
ETHICAL OBLIGATIONS
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“So you are here for the
AAPL Field Landman
Seminar hosted by ETAPL?
What is the purpose of those
Associations?
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Cocktails ….
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
Gender Neutral Term - The masculine gender used to refer to both
men and women

Used to describe a multitude of different specialties

People with a variety of educational background
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Definition from the Bylaws of AAPL – Individual
who performs various services including:
• Negotiating for the acquisition or divestiture of mineral
rights
• Negotiating business agreements that provide for the
exploration for and/or development of minerals
• Determining ownership in minerals though the research of
public and private records
• Reviewing the status of title, curing title defects and otherwise
reducing the risk associated with ownership in minerals.
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• Managing
rights and/or obligations derived
from ownership in minerals
• Unitizing or pooling interest in minerals
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PREAMBLE
Under all is the land.
Upon its wise utilization and widely allocated ownership
depend the survival and growth of free
institutions and of our civilization.
The Code of Ethics shall be the basis of conduct, business
principles and ideals for the members of the
American Association of Professional Landmen.
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A land professional shall be informed
regarding laws, proposed legislation,
governmental regulations,
public policies, and current market conditions
in his area of represented expertise,
in order to be in a position to advise his employer
or client properly.
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It is the duty of the land professional to protect the members
of the public with whom he deals against fraud,
misrepresentation, and unethical practices.
He shall eliminate any practices which could
be damaging to the public
or bring discredit to the petroleum,
mining or environmental industries.
It was the moment of truth
After which they all got back to lying!
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In accepting employment, the land professional pledges himself
to protect and promote the interests
of his employer or client.
This obligation of absolute fidelity to the employer’s or client’s
interest is primary but it does not relieve the land professional
of his obligation to treat fairly all parties to any transaction, or
act in an ethical manner.
DUTY TO TREAT ALL PARTIES WITH
FAIRNESS AND HONESTY
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The land professional shall not accept compensation from
more than one principal for providing the same service,
nor accept compensation from more than one party to a
transaction, without the full knowledge
of all principals or parties to the transaction.
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The land professional shall not deny equal professional
services to any person for reasons of race, creed, sex or
country of national origin. The land professional shall not
be a party to any plan or agreement to discriminate against
a person or persons on the basis of race, creed, sex or
country of national origin.
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A land professional shall provide a level of competent service in
keeping with the standards of practice in those fields in which a
land professional customarily engages.
The land professional shall not represent
himself to be skilled in nor shall he engage in professional areas
in which he is not qualified such as the practice of law, geology,
engineering or other disciplines.
You’re from the same firm - you can’t represent both sides
Sure we can – we have waivers
AND we hate each other way more than
we hate lawyers at other firms.
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The land professional shall not undertake to
provide professional services concerning a
property or a transaction where he has a
present or contemplated interest,
unless such interest is specifically
disclosed to all affected parties.
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The land professional shall not acquire
for himself or others an interest
in property which he is called upon to purchase
for his principal, employer or client without the
consent of said principal, employer or client.
He shall disclose his interest in the area which might be in conflict
with his principal, employer or client.
In leasing any property or negotiating for the sale of any block of
leases, including lands owned by himself or in which he has any
interest, a land professional shall reveal the facts
of his ownership or interest to the potential buyer.
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If a land professional is charged with unethical practice
or is asked to present evidence
in any disciplinary proceeding or investigation,
or has direct knowledge of apparent unethical
misconduct of another member,
he shall place all pertinent facts
before the proper authority of the
American Association of Professional Landmen.
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The land professional shall not accept any
commission, rebate, interest, overriding royalty or
other profit on transactions made for an employer
or client without the employer’s or client’s
knowledge and consent.
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The land professional shall assure that monies coming into
his possession in trust for other persons,
such as escrows, advances for expenses, fee advances,
and other like items, are properly accounted for and
administered in a manner approved
by his employer or client.
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The land professional shall avoid business activity which
may conflict with the interest of his employer
or client or result in the unauthorized
disclosure or misuse of confidential information.
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The land professional shall at all times
present an accurate representation in his
advertising and disclosures to the public.
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The land professional shall not aid or abet
the unauthorized use of the title
“Certified Professional Landman (CPL),”
“Registered Professional Landman (RPL),”
“Registered Landman (RL),
“P.Land”(Canadian designation)
and “CPL/ESA.”
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The land professional shall not participate in conduct
which causes him to be convicted, adjudged or otherwise
recorded as guilty by any court
of competent jurisdiction of any felony, any offense
involving fraud as an essential element,
or any other serious crime.
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The Bylaws of the
American Association of Professional Landmen (AAPL)
provide that a Code of Ethics has been established
“to inspire and maintain a high standard of professional conduct”
for the members of the Association.
The Code of Ethics is the basis of conduct,
business principles and ideals for AAPL members.
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1. PROVIDES TOO MUCH INFORMATION
2. PROVIDES TOO LITTLE INFORMATION
3. COMMIT FORGERY
4. ENGAGE IN DECEIT
5. MAKE UNREASONABLE DEMANDS
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6. MAKE IMPOSSIBLE REQUESTS
7. USE TAPED OIL AND GAS LEASES
8. USE COMPUTER GENERATED FORMS
9. PRESSURE A NOTARY
10. GET A LAWYER SUED
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1. PROVIDES TOO LITTLE INFORMATION
2. PROVIDES TOO MUCH INFORMATION
3. FAILS TO SHOW FORMULAS ON OPINION
4. PROVIDES NO DEFINITE ANSWER TO A
TITLE QUESTION (it depends)
5. THROWS LANDMAN UNDER BUS FOR A
RUNSHEET ERROR
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6. MAKES EXCESSIVE TITLE REQUIREMENTS
OVER AND ABOVE THAT WHICH IS CALLED FOR
UNDER THE TEXAS TITLE STANDARDS
7. COMPLICATES THINGS (To protect the client or to justify
their existence in the process)
8. BLINDSIDES WITH REQUIREMENTS THAT MAKE
LANDMAN LOOK BAD (When usually there is a reason)
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9. IF THEY HAVE NOT DONE LANDWORK –
Then they don’t understand what it takes to put
together a runsheet
10. WHEN TITLE ATTORNEYS DON’T INVITE
THEM OUT FOR COCKTAILS!!!
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“Don’t worry about that,
they will always fix it after they drill”.
“We have already signed up all of your neighbors”.
“If you do not sign right now,
you will miss out on easy income”.
“Other drillers will suck the oil right out from under your
property from their wells if you don’t sign”.
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Landman takes a mineral lease from Property Owner on
behalf of Company.
Later, Property Owner asserts that the mineral lease was
obtained improperly based upon negligent misrepresentations.
Property Owner may bring suit against Company to have the
lease set aside.
In addition to that cause of action, Property Owner may sue
Landman and Company for negligent misrepresentation.
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Consider another example straight out of a Texas case.
Landman takes an oil and gas lease from Property Owner on behalf
of Company.
Property Owner owned half of the mineral estate and the other half
was owned by another individual. In negotiating to acquire the lease,
Landman represents to Property Owner that he has already acquired
a lease on the other half mineral interest.
Landman further represents that there is enough acreage under the
lease to drill a well on Property Owner’s land.
Finally, Landman represents that Company will drill a test well on
the land within a given amount of time.
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Based upon such representations, Property Owner gives a
lease to Landman for Company.
Property Owner gives the lease because he believes his mineral
estate is being diluted by oil production from an adjacent
property.
Company never drills the test well and may not be able to
based on spacing provisions.
Property Owner sues Landman and Company for
misrepresentation stating that, absent such misrepresentation,
Property Owner would never have granted the mineral lease to
Company.
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Another example out of recent cases:
Landman for Company A met with Company B representative
seeking a release of a 1962 lease.
Landman for Company A told Company B representative that its
interest in the 1962 lease had lapsed for non-production and that
the release was only necessary for title “cleanup.”
Following Company B’s release, Company A drilled a producing
well on the property covered by the 1962 lease.
Company B sued to recover the revenues it would have been due
under the 1962 lease in addition to exemplary damages for the
alleged fraud.
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