United States Court of Appeals 

for the Fifth Circuit ____________ 

No. 22-30243 

____________ 

James Self; Wilma Self, 

Plaintiffs—Appellants, 

versus

BPX Operating Company, 

Defendant—Appellee, 

Appeal from the United States District Court 

for the Western District of Louisiana 

USDC No. 5:19-CV-927 

______________________________ 

Before Dennis, Elrod, and Ho, Circuit Judges. 

Jennifer Walker Elrod, Circuit Judge:

This case concerns the interplay between Louisiana’s relatively new 

conservation laws and its deeply rooted negotiorum gestio doctrine. Because 

we cannot make a reliable Erie guess as to the applicability of Louisiana’s 

negotiorum gestio doctrine, we CERTIFY a question to the Louisiana 

Supreme Court. 

I 

Louisiana oil and gas law authorizes the state Commissioner of 

Conservation to combine separate tracts of land and appoint a unit operator 

to extract the minerals. La. Stat. Ann. § 30:9(B) (2022); id. § 30:10(A)(1) 

United States Court of Appeals 

Fifth Circuit 

FILED 

September 8, 2023 

Lyle W. Cayce 

Clerk 

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No. 22-30243 

2 

(2022). Where a tract is not subject to a lease, the unit operator can sell the 

landowner’s share of production but must pay the landowner a pro rata share 

of the proceeds within one hundred eighty days of the sale. Id. § 30:10(A)(3) 

(2022). 

James and Wilma Self own unleased mineral interests in Louisiana 

that are part of a forced drilling unit. BPX is the operator. The Selfs allege 

on behalf of themselves and a named class that BPX has been improperly 

deducting post-production costs from their pro rata share of production and 

that this practice is improper per se. The district court granted BPX’s motion 

to dismiss the Selfs’ per se claims, holding that the quasi-contractual doctrine 

of negotiorum gestio provides a mechanism for BPX to properly deduct postproduction costs.1

The Selfs filed this action as purported representatives of a named 

class of unleased mineral owners whose interests are situated within forced 

drilling units formed by the Louisiana Office of Conservation and operated 

by BPX. Neither the Selfs nor the class members have made separate 

arrangements to dispose of their shares of production, so the unit operator 

can sell the shares but must pay the owners a pro rata share of the proceeds 

within one hundred eighty days of the sale. La. Stat. Ann. § 30:10(A)(3) 

(2022). BPX has been paying the pro rata share of production but has been 

withholding from that amount the pro rata post-production costs for 

transporting, gathering, marketing, treating, and compressing produced 

minerals, as well as amounts related to minimum volume commitments or 

capacity reservation fees. The Selfs alleged, consistent with district court 

authority at the time, that the practice of withholding the post-production 

_____________________ 

1

 This case was consolidated for oral argument with Johnson v. Chesapeake 

Louisiana, No. 22-30302, because both cases raise the same statutory interpretation issue. 

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3 

costs from their pro rata share of production is improper per se.

2

 See Johnson 

v. Chesapeake La., L.P., No. CV-16-1543, 2019 WL 1301985 (W.D. La. Mar. 

21, 2019), vacated on reconsideration, 2022 WL 989341. 

BPX timely removed this action to the district court, based on both 

diversity and federal question jurisdiction. 28 U.S.C. §§ 1332(a), 1332(d). 

BPX sought dismissal of the Selfs’ primary claim that BPX can never deduct 

post-production costs incurred in the sale of unleased mineral owners’ pro 

rata shares of production. The district court granted BPX’s motion to 

dismiss and held that the Louisiana Civil Code doctrine of negotiorum gestio

provides a mechanism for unit operators to be reimbursed for postproduction costs not otherwise covered by specific statutes. La. Civ. Code 

Ann. art. 2292 (2023). The district court certified its ruling for interlocutory 

appeal pursuant to 28 U.S.C. § 1292(b). This court granted the Selfs’ motion 

for leave to appeal from an interlocutory order. 

II 

We review a district court’s dismissal of a complaint for failure to state 

a claim de novo. Gonzalez v. Blue Cross Blue Shield Ass'n, 62 F.4th 891, 898 

(5th Cir. 2023). We accept all well-pleaded facts as true and view those facts 

in the light most favorable to the plaintiff. Id. 

III 

Louisiana is one of many states with forced pooling laws designed to 

prevent the waste of mineral resources. These laws provide mechanisms for 

sharing both the risks and benefits of production in the absence of a contract. 

_____________________ 

2

 The lawsuit has three distinct counts. The first count, seeking monetary 

damages, declaratory, and permanent injunctive relief to prohibit BPX from deducting any 

post-production costs from plaintiffs’ pro rata share of production proceeds as per se illegal, 

is the only one now at issue. 

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4 

TDX Energy, LLC v. Chesapeake Operating, Inc., 857 F.3d 253, 257 (5th Cir. 

2017). Accordingly, the forced pooling law allows the recovery of certain 

costs: 

In the event a drilling unit is formed by a pooling order by the 

commissioner and absent any agreement or contract between 

owners as provided in this Section, then the cost of 

development and operation of the pooled unit chargeable to the 

owners therein shall be determined and recovered as provided 

herein. 

La. Stat. Ann. § 30:10(A)(2) (2022). 

 Louisiana law and the oil and gas industry in general recognize a 

distinction between production and post-production costs. Production costs 

end “at the wellhead when the minerals are reduced to possession. Postproduction costs . . . include those related to taxes, transportation, 

dehydration, treating, compressing, and gathering.” J. Fleet Oil & Gas Corp. 

v. Chesapeake La., L.P., No. CV-15-2461, 2018 WL 1463529, at *6 (W.D. La. 

Mar. 22, 2018) (citation omitted). The provision addressing recovery of 

costs mentions only certain types of production costs: “drilling, testing, 

completing, equipping, and operating expenses,” as well as a charge for 

supervision. See La. Stat. Ann. § 30:10(A)(2)(b)(i) (2016). It is silent as to 

post-production costs. Most relevant here is La. Stat. Ann. § 30:10(A)(3), 

which addresses payment of production proceeds: 

If there is included in any unit created by the commissioner of 

conservation one or more unleased interests for which the 

party or parties entitled to market production therefrom have 

not made arrangements to separately dispose of the share of 

such production attributable to such tract, and the unit 

operator proceeds with the sale of unit production, then the 

unit operator shall pay to such party or parties such tract’s pro 

rata share of the proceeds of the sale of production within one 

hundred eighty days of such sale. 

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La. Stat. Ann. § 30:10(A)(3) (2022). 

The Selfs contend that “proceeds” of the sale here mean “gross 

proceeds.” BPX countered initially that “proceeds” is ambiguous and 

should be interpreted to mean “net proceeds,” after deduction of pro rata 

post-production costs. BPX later contended, however, that when section 

(A)(3) is properly harmonized with Louisiana’s civil code regime, there is a 

legal mechanism to support the deductibility of post-production costs: the 

quasi-contractual regime of negotiorum gestio. 

The Louisiana Supreme Court has held, and the parties agree, that the 

relationship between them is quasi-contractual. Wells v. Zadeck, 89 So. 3d 

1145, 1149 (La. 2012) (“A quasi-contractual relationship is created between 

the unit operator and the unleased mineral interest owner with whom the 

operator has not entered into contract.”). The parties disagree, though, as 

to what type of quasi-contractual relationship they have. The Louisiana Code 

provides two non-exclusive examples that give rise to quasi-contractual 

obligations in the state: negotiorium gestio and enrichment without cause. La. 

Civ. Code Ann. art. 2292, 2298 (2023); Louisiana is the only state that 

employs negotiorium gestio, and it has “deep roots” in the state. Under this 

doctrine, a proposed “gestor” must act 1) voluntarily and without authority, 

2) to protect the interests of another, and 3) in the reasonable belief that the 

owner would approve of the action if made aware of the circumstances. La. 

Civ. Code Ann. art. 2292 (2023). If negotiorum gestio applies, Louisiana Civil 

Code Article 2297 requires “[t]he owner whose affair has been managed [to] 

. . . fulfill the obligations that the manager has undertaken as a prudent 

administrator and to reimburse the manager for all necessary and useful 

expenses.” La. Civ. Code Ann. art. 2297 (2023).3

_____________________ 

3

 The district court ruling preserved the questions as to the scope and extent of 

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6 

The Selfs assert that BPX cannot be a gestor because it did not act 

“voluntarily and without authority”; it acted pursuant to a statutory duty. 

The Selfs also contend that BPX did not act exclusively to protect the 

unleased mineral owners’ interests, but rather to protect its own interests.4

 

If gestio principles are applicable, the Selfs assert, a factfinder would need to 

determine that BPX always acted for the plaintiffs’ benefit in marketing unit 

production before BPX would be entitled to reimbursement under Article 

2297. 

BPX contends that Louisiana case law recognizes it as a gestor in all 

circumstances when dealing with unleased mineral owners, but the parties 

agree that no controlling case deals with the specific facts at hand. In Taylor 

v. Smith, the Louisiana Third Circuit Court of Appeal held that a cause of 

action under section 30:10(A)(3) of the Louisiana Revised Statutes should be 

construed together with the Civil Code’s negotiorum gestio doctrine. 619 So. 

2d 881, 887 (La. App. 1993) (“The statute gives the owner a cause of action 

in quasi-contract under LSA-C.C. art. 2292, et. seq., insofar as the operator, 

in selling the owner’s proportionate share of the oil produced, is acting as a 

negotiorum gestor or manager of the owner’s business in selling the oil 

produced.”). The Louisiana Supreme Court cited Taylor in Wells, where it 

held that the relationship between an unleased mineral interest owner and 

operator is quasi-contractual. Wells, 89 So. 3d at 1149 (citing Taylor, 619 So. 

2d 881). Yet that case involved the proper prescriptive period for an action 

brought under section (A)(3) and did not directly reference the part of Taylor

_____________________ 

reimbursable expenses, as those questions relate solely to Counts II and III, which are not 

before us on appeal. 

4

 The Selfs’ third claim for relief (which is not at issue in this appeal) alleges, among 

other things, “self-dealing” on the part of BPX. 

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discussing gestores. Thus, no controlling Louisiana case resolves the parties’ 

issue. 

This unsettled state of the law raises the question whether the 

appropriate course is to certify the issue for resolution by the state court of 

last resort. The rules of the Louisiana Supreme Court allow for certification 

from the federal courts of appeals of dispositive questions of Louisiana law. 

La. Sup. Ct. R. 12, §§ 1–2 (2023). The issue presented here satisfies that 

condition. 

The issue presented also satisfies the three factors used by this court 

in deciding whether to certify: 

1) [T]he closeness of the question and the existence of 

sufficient sources of state law; 

2) [T]he degree to which considerations of comity are relevant 

in light of the particular issue and case to be decided; and 

3) [P]ractical limitations on the certification process: significant delay and possible inability to frame the issue so as to 

produce a helpful response on the part of the state court. 

In re Gabriel Inv. Grp., 24 F.4th 503, 507 (5th Cir. 2022); see also Austin v. 

Kroger Tex. LP, 746 F.3d 191, 196 (5th Cir. 2014). As explained above, 

Louisiana law is unsettled on this issue. “[A]ny Erie guess would involve 

more divining than discerning.” McMillan v. Amazon.com, Inc., 983 F.3d 194, 

202 (5th Cir. 2020). The Louisiana Third Circuit Court of Appeal and the 

district court in this case both concluded that the negotiorum gestio doctrine 

applies. But the scholarly dissent provides cogent reasons to think it does 

not. And the district court concluded that the issue was sufficiently close to 

certify its ruling for interlocutory appeal. 

Comity interests also favor certification. The interplay between 

Louisiana’s oil and gas law and its unique negotiorum gestio doctrine presents 

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8 

a complex and novel issue “peculiarly calling for the exercise of judgment by 

the [Louisiana] courts.” McKesson v. Doe, 141 S. Ct. 48, 51 (2020). 

“Speculation by a federal court” about how to square Louisiana’s new 

conservation laws with its ancient civilian doctrines is inappropriate “when 

. . . the state courts stand willing to address questions of state law on 

certification.” Arizonans for Official Eng. v. Arizona, 520 U.S. 43, 79 (1997) 

(internal quotation marks and alteration omitted). Finally, we are unaware 

of any practical impediments to certification. 

* * * 

Accordingly, we CERTIFY the following determinative question of 

law to the Louisiana Supreme Court: 

1) Does La. Civ. Code art. 2292 apply to unit operators selling 

production in accordance with La. R.S. 30:10(A)(3)? 

We disclaim any intention or desire that the Louisiana Supreme Court 

confine its reply to the precise form or scope of the question certified. We 

will resolve this case in accordance with any opinion provided on this 

question by the Court. The Clerk of this Court is directed to transmit this 

certification and request to the Louisiana Supreme Court in conformity with 

the usual practice. 

QUESTION CERTIFIED.

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9 

James L. Dennis, Circuit Judge, dissenting: 

This case is straightforward. La. R.S. 30:10(A)(3), part of 

Louisiana’s oil and gas conservation law, allows a unit operator to unilaterally 

sell production under specific conditions and imposes a specific duty of 

repayment to the owner. Negotiorum gestio, by contrast, is a traditional civilian 

doctrine, codified at La. Civ. Code art. 2292, that allows one person to 

manage the property of another if certain circumstances are met. Not only 

are La. R.S. 30:10(A)(3) and article 2292 distinct legal regimes with 

different requirements and different duties, they are necessarily 

incompatible. A unit operator who sells an owner’s production under the 

statutory authority of La. R.S. 30:10(A)(3) cannot be a gestor as defined in 

article 2292, because a gestor, as the codal article provides, is one who acts 

“without authority.” In certifying the question of whether a unit operator 

acting under the authority of § 30:10(A)(3) may simultaneously act as a gestor 

under article 2292, the majority disregards not only the plain text of article 

2292 but also basic rules of statutory interpretation. Because the answer is 

clear that negotiorum gestio cannot apply, I find certification to the Louisiana 

Supreme Court inappropriate. I respectfully dissent. 

I. 

Title 30 of the Louisiana Revised Statutes includes a comprehensive 

regime for the conservation of the state’s oil and gas during extraction. The 

Commissioner of Conservation, for the prevention of waste and to avoid the 

drilling of unnecessary wells, is vested with authority to establish a drilling 

unit for each pool of underground oil or gas. B.A. Kelly Land Co. v. Aethon 

Energy Operating, L.L.C., 25 F.4th 369, 374 (5th Cir. 2022) (citing La. R.S.

30:9(B)). The Commissioner “has the plenary authority to declare drilling 

and production units, to force pool neighboring tracts and leases into a single 

unit, to designate a single well and operator for the unit, and to allocate 

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production from the unit well to each participating tract and lease—all for 

the purpose of conserving resources, avoiding waste, and eliminating 

unnecessary wells.” Peironnet v. Matador Res. Co., 2012-2292, p. 42 (La. 

6/28/13), 144 So. 3d 791, 822 (citing La. R.S. 30:4, 9, 10). 

The designated unit operator has several duties. The operator is 

charged with drilling within the unit and paying a proportionate share of 

production to the owners of mineral interests in the unit. B.A. Kelly, 25 F.4th 

at 275 (citing T D X Energy, L.L.C. v. Chesapeake Operating, Inc., 857 F.3d 

253, 257 (5th Cir. 2017)). However, if an unleased owner is included in the 

unit, as relevant here, the law authorizes the unit operator to instead sell the 

share of production owed to the unleased owner and provide the owner the 

proceeds within 180 days. La. R.S. 30:10(A)(3). Louisiana law also imposes 

a duty on operators to report information to unleased owners if 

requested. B.A. Kelly, 25 F.4th at 375-76 (citing La. R.S. 30:103.1). 

“In both voluntary and compulsory unitization, well cost disputes 

arise. When there is an operating agreement [i.e. a contract or mineral lease] 

among the parties, such disputes are generally addressed in the agreement.” 

Id. at 375 (alteration in original) (quoting 1 Bruce M. Kramer & 

Patrick H. Martin, The Law of Pooling and Unitization

§ 14.04 (3d ed. 2016)). But, in a “forced pooling” regime, the statute itself 

“‘has to address a number of issues that contracts usually decide, such as 

how to allocate costs and risk among those holding interests in the oil and 

gas,’ and how the operator should provide an accounting of well production 

and costs to owners of oil and gas interests.” Id. (quoting T D X Energy, 

L.L.C., 857 F.3d at 256). When the operator proposes to drill a well in a unit, 

it may give notice to owners of oil and gas interests within the unit, allowing 

owners to elect to participate in the risk by contributing to the drilling costs 

up front. Id. (citing T D X Energy, L.L.C., 857 F.3d at 258). If an owner does 

not participate and the well produces, the operator may recover out of 

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production the nonparticipating interest owner’s share of “expenditures 

incurred in drilling, testing, completing, equipping, and operating the well,” 

and, in certain cases and except in the case of an unleased mineral owner, a 

“risk charge” of two hundred percent of the owner’s drilling expenditure 

share. La. R.S. 30:10(A)(2)(b)(i), (e)(i); B.A. Kelly, 25 F.4th at 275. 

However, if an operator fails to timely comply with an unleased mineral 

owner’s request for reporting and also fails to cure its default within thirty 

days of receiving notice of such failure from the unleased owner, then the 

operator cannot collect from the owner “the costs of the drilling operations 

of the well.” La. R.S. 30:103.2; B.A. Kelly, 25 F.4th at 276. 

The statute does not specifically address whether a unit operator may 

deduct post-production costs—those costs after the minerals are reduced to 

possession, including costs related to taxes, transportation, dehydration, 

treating, compressing, and gathering. See J. Fleet Oil & Gas Corp. v. 

Chesapeake La., L.P., No. CV-15-2461, 2018 WL 1463529, at *6 (W.D. La. 

Mar. 22, 2018). Unit operators like the Defendant in this case have raised 

several arguments for why they ought to be allowed to deduct postproduction costs in the absence of a lease providing as much, but the only 

argument before us is the applicability of negotiorum gestio to the sale of an 

unleased mineral owner’s share of production under La. R.S. 30:10(A)(3). 

II. 

As noted, part of Louisiana’s oil and gas conservation law, La. R.S.

30:10(A)(3), authorizes the unit operator to unilaterally sell the share of 

production owed to an unleased mineral owner. Section 30:10(A)(3) applies 

when there is 1) a unit created by the Commissioner of Conservation 2) which 

includes one or more unleased interests 3) for which the party entitled to 

market production therefrom has not made arrangements to separately sell 

or otherwise dispose of the share of such production attributable to such 

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tract, and 4) the unit operator sells or otherwise disposes of such unit 

production. Then, the unit operator must pay to such party its pro rata share 

of the proceeds within 180 days. Id. This relationship is quasi-contractual. 

Wells v. Zadeck, 2011-1232, p. 6 (La. 3/30/12), 89 So. 3d 1145, 1149. The 

purpose of this relationship is to “facilitate[] the sale of minerals.” See King 

v. Strohe, 95-656, p. 17 (La. App. 3 Cir. 5/8/96), 673 So. 2d 1329, 1338. 

On the other hand, negotiorum gestio—or management of affairs—“is 

a typically civilian institution that derives from the Romanist tradition and is 

found in all civil codes.” La. Civ. Code art. 2292 cmt. (a). Negotiorum 

gestio applies when a person, the manager or gestor, acts 1) without authority, 

2) to protect the interests of another, and 3) in the reasonable belief that the 

owner would approve of the action if made aware of the circumstances. La. 

Civ. Code art. 2292. The gestor must have “undertake[n] the management 

with the ‘benefit’ of the owner in mind” and not have “act[ed] in [its] own 

interest or contrary to the actual or presumed intention of the owner.” Id.

cmts. (c)-(d); see also Johnco, Inc. v. Jameson Ints., 98-1925, pp. 5-6 (La. App. 

3 Cir. 6/23/99), 741 So. 2d 867, 870; Kirkpatrick v. Young, 456 So. 2d 622, 

624-25 (La. 1984). These requirements generally “depend[] on facts.” 

Woodlief v. Moncure, 17 La. Ann. 241, 242 (La. 1865); see also Bank of the S. v. 

Fort Lauderdale Tech. Coll., Inc., 301 F. Supp. 260, 261 (E.D. La. 1969). Only 

if all these requirements are met does a person qualify as a gestor such that 

“[t]he owner whose affair has been managed is bound to fulfill the obligations 

that the manager has undertaken as a prudent administrator and to reimburse 

the manager for all necessary and useful expenses.” La. Civ. Code art. 

2297. Negotiorum gestio is “rooted in altruism,” and its purpose is to 

“encourage people to assist friends and neighbors in need.” See Cheryl L. 

Martin, Louisiana State Law Institute Proposes Revision of Negotiorum Gestio

and Codification of Unjust Enrichment, 69 Tul. L. Rev. 181, 186-87, 193 

(1994). 

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“The general rule of statutory construction is that a specific statute 

controls over a broader, more general statute.” Burge v. Louisiana, 2010-

2229, p. 5 (La. 2/11/11), 54 So. 3d 1110, 1113. This rule has been especially 

true regarding Louisiana’s oil and gas conservation law, modern statutes 

intended to alter and override general legal principles that were inadequate 

for mineral production and conservation. 

The prime example is Nunez v. Wainoco Oil & Gas Co., 488 So. 2d 955 

(La. 1986). In that case, a landowner within a drilling unit sued the unit 

operator for trespass because a well bore crossed onto his property several 

miles below the surface while drilling for oil. Id. at 956-58. The court held 

that “private property law concepts, such as trespass, have been superceded 

in part by Louisiana’s Conservation Law when a unit has been created by 

order of the Commissioner.” Id. at 964. To begin, the court recounted the 

developments in Louisiana’s oil and gas conservation law, from the initial 

“rule of capture” that resulted in “haste, inefficient operations, and 

immeasurable waste within the ground and above” to the present method of 

forced pooling into drilling units, which “was found to convert separate 

interests within the drilling unit into a common interest with regard to the 

development of the unit and the drilling of the well.” Id. at 960-62. This 

change marked a “departure from the traditional notions of private 

property,” and the court “conclude[d] that the established principles of 

private ownership, already found inadequate in Louisiana to deal with the 

problems of subsurface fugacious minerals, need not necessarily be applied 

to other property concepts, like trespass, within a unit.” Id. at 962-63 

(quoting Mire v. Hawkins, 186 So. 2d 591, 596 (La. 1966)). Thus, the court 

“h[e]ld that the more recent legislative enactments of Title 30 and Title 31 

supercede in part La.Civ.Code Ann. art. 490’s general concept of ownership 

of the subsurface by the surface owner of land.” Id. at 964. Importantly, the 

court noted that this scheme not only changed general property principles 

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but also other “legal relationships between landowners and lessees within the 

unit.” Id. at 963; see also Amoco Prod. Co. v. Thompson, 516 So. 2d 376, 393 (La. 

App. 1 Cir. 1987) (holding the oil and gas conservation law is “sui generis”); 

Teekell v. Chesapeake Operating, Inc., No. 12-0044, 2012 WL 2049922, at *4 

(W.D. La. June 6, 2012) (“The Nunez opinion makes it clear that unitization 

changes the property rights and obligations of landowners.”); Peironnet, 

2012-2292, at p. 42, 144 So. 3d at 822 (“When such units are created, the 

operations of the designated operator constitute operations for all lessees 

participating in the unit, and the orders of the Commissioner creating said 

units supersede, supplement, replace and are incorporated in the provisions 

and obligations of the leases subject thereto.”). 

As in Nunez, here, the legislature has prescribed a specific quasicontractual relationship between unleased mineral owners and unit operators 

under La. R.S. 30:10(A)(3) as part of the oil and gas conservation law. This 

relationship is separate from negotiorum gestio under La. Civ. Code art. 

2292, as each has distinct and specific requirements and duties. The mere 

fact that each relationship is quasi-contractual does not make them the same, 

as a quasi-contractual obligation is simply one that “arise[s] directly from the 

law, regardless of a declaration of will.” See La. Civ. Code art. 1757 

(emphasis added) (noting a nonexclusive list of quasi-contractual obligations 

“in instances such as . . . the management of the affairs of another . . . and 

other acts or facts”); see also Martin, supra, at 184 (noting the term “quasicontract” does not appear anywhere in the Civil Code but is “simply a 

shorthand method for distinguishing this particular type of obligation from a 

contract”). 

In addition to these two relationships being distinct, we cannot apply 

them both to a unit operator without conflict. As stated, a gestor must act 

“without authority.” La. Civ. Code art. 2292. In that way, 

“[m]anagement of another’s affairs pursuant to a legal duty does not give rise 

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to an action under negotiorum gestio.” See Kilpatrick v. Kilpatrick, 27,241, p. 9 

(La. App. 2 Cir. 8/23/95), 660 So. 2d 182, 187. During the 1995 revision of 

the Civil Code articles governing negotiorum gestio, the legislature replaced 

the requirement that the gestor act “of his own accord” with the requirement 

that the gestor act “without authority” to make clear that the requirement is 

not merely voluntariness but “an absence of authority altogether,” including 

authority granted by statute—appropriate for a doctrine rooted in pure 

altruism. Martin, supra, at 189-90 (discussing examples of statutory grants of 

authority that eliminate negotiorum gestio as a theory of recovery after the 

revision). Here, however, the unit operator does not act without authority. 

To the contrary, the unit operator is specifically authorized to sell an 

unleased mineral owner’s share of production under La. R.S. 30:10(A)(3). 

Cf. Martin, supra, at 189-90 (“[A] co-owner has authority to manage that 

which is co-owned [under La. Civ. Code art. 802]. Therefore, the phrase 

‘without authority’ clearly eliminates negotiorum gestio as a basis for liability 

among co-owners.”). Following the rules of statutory interpretation, we 

must “give meaning to every word in the statute” and cannot “read out of 

the statute” the elements one must prove to qualify as a gestor, including that 

one must act without authority. See Bergeron v. Richardson, 2020-01409, p. 5 

(La. 6/30/21), 320 So. 3d 1109, 1113. Because we cannot apply the two 

statutes together consistently, only the specific one applicable to 

conservation applies. See Burge, 54 So. 3d at 1113; Nunez, 488 So. 2d at 962-

63.1

 

_____________________ 

1

 I also note a gestor must act “to protect the interests of another . . . in the 

reasonable belief that the owner would approve of the action if made aware of the 

circumstances,” La. Civ. Code art. 2292, meaning the gestor must have “undertake[n] 

the management with the ‘benefit’ of the owner in mind” and not have “act[ed] in [its] 

own interest or contrary to the actual or presumed intention of the owner,” id. cmts. (c)-

(d); see also Johnco, 98-1925, at pp. 5-6, 741 So. 2d at 870; Kirkpatrick, 456 So. 2d at 624-25. 

It is highly doubtful a unit operator like the Defendant did so when selling the Plaintiffs’ 

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Taylor v. Smith, 619 So. 2d 881, 887-88 (La. App. 3d Cir. 1993), relied 

on by the majority, did not hold otherwise. The only issue before the court in 

Taylor was whether the liberative prescription period applicable to actions in 

tort or the one applicable to actions in quasi-contract applied to an action by 

an unleased mineral owner seeking to recover proceeds under La. R.S. 

30:10(A)(3). Id. at 885-88. Because the obligation of the unit operator was 

“imposed ‘without any agreement’ but instead, ‘imposed by the sole 

authority of the laws,’” the court found the “cause of action against the unit 

operator sounds in quasi-contract and is subject to a liberative prescription of 

ten (10) years.” Id. at 888. While the court elsewhere stated, without 

analysis, that a unit operator “is acting as a negotiorum gestor or manager of 

the owner’s business in selling the oil produced,” that statement was dicta 

unnecessary to the court’s holding. To the extent the court did hold 

negotiorum gestio applied, it did so before the legislative amendment, 

discussed above, that clarified a gestor is only one who acts “without 

authority,” including statutory authority. La. Civ. Code art. 2292; 

Martin, supra, at 189-90. This amendment abrogated what the majority 

mistakenly believes is the holding in Taylor, that negotiorum gestio may apply 

to a unit operator acting under the authority of La. R.S. 30:10(A)(3). 

* * * 

Because the oil and gas conservation law provides a unique quasicontractual relationship between unleased mineral owners and unit operators 

under La. R.S. 30:10(A)(3) and this relationship cannot be applied 

consistently with negotiorum gestio under La. Civ. Code art. 2292, utilizing 

basic rules of statutory interpretation, we should apply only the specific 

_____________________ 

share of production. However, that is a question of fact on which the Defendant has the 

burden of proof. See Woodlief, 17 La. Ann. at 242; Bank of the S., 301 F. Supp. at 261.

Case: 22-30243 Document: 00516888946 Page: 16 Date Filed: 09/08/2023
No. 22-30243 

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provision under § 30:10(A)(3). With the proper outcome in this case clear, 

certification to the Louisiana Supreme Court is unwarranted. 

I respectfully dissent. 

Case: 22-30243 Document: 00516888946 Page: 17 Date Filed: 09/08/2023