United States Court of Appeals

Fifth Circuit 

## FILED

February 18, 2004

Charles R. Fulbruge III Clerk 

## In the 

# United States Court of Appeals

for the Fifth Circuit

_______________



### m 02-41704

_______________



### T HE 

### M C 

### M AHON 

### F OUNDATION 

### ; J. T OM 

### P OYNOR



### ,

Plaintiffs-Appellees,

VERSUS



### A MERADA 

### H ESS 

### C ORPORATION



### , ET 

### A L



### .,

Defendants,

VERSUS



### C HESAPEAKE 

### E XPLORATION 

### L IMITED 

### P ARTNERSHIP



### ,

Movant-Appellant.

* * * * * * * * * * * * * * *2 _______________



### m 03-40099

_______________



### A LL 

### P LAINTIFFS



### ,

Plaintiff-Appellee,

VERSUS



### A LL 

### D EFENDANTS



### , L IAISON C OUNSEL

,



### Defendant-Appellee,

VERSUS



### C HESAPEAKE 

### E XPLORATION 

### L IMITED 

### P ARTNERSHIP



### ,

Movant-Appellant.

* * * * * * * * * * * * * * *3 _______________



### m 03-40238

_______________



### T HE 

### M C 

### M AHON 

### F OUNDATION 

### ; J. T OM 

### P OYNOR



### ,

Plaintiffs-Appellees,

VERSUS



### A MERADA 

### H ESS 

### C ORPORATION



### , ET 

### A L



### .,

Defendants,

VERSUS



### C HESAPEAKE 

### E XPLORATION 

### L IMITED 

### P ARTNERSHIP



### ,

Movant-Appellant.

* * * * * * * * * * * * * * *



### T HE 

### M C 

### M AHON 

### F OUNDATION 

### ; J. T OM 

### P OYNOR 

### ; M ARY 

### A LMA 

### P OWELL



### ,

Plaintiffs-Appellees,

VERSUS



### O CCIDENTAL 

### P ETROLEUM 

### ; ET 

### A L



### .,

Defendants,

VERSUS



### C HESAPEAKE 

### E XPLORATION 

### L IMITED 

### P ARTNERSHIP



### ,

Movant-Appellant.4 _________________________

Appeals from the United States District Court

for the Southern District of Texas



### m C-98-CV-048



### m C-98-CV-130

MDL 

### m 1206

_________________________

Before J OLLY

, S MITH , and D E M OSS

, Circuit Judges.

J ERRY E. S MITH , Circuit Judge: *

Chesapeake Exploration Limited P a rtnership (“CELP”) appeals the denial of its motion

to enforce the terms of a class action

settlement. The district court’s order is but

one action ta ken in its capacity as an administrator of the settlement fund. The order

neither fully resolves the rights and liabilit ies of

all the pa rt ies nor fulfills the court’s mandate

to interpret and administer the settlement. It is accordingly not a final appealable order, so we dismiss the appeal.

I. CELP, a wholly-owned subsidi a ry of Chesapeake Energy C orporati on (“CE”), proceeding by way of motion in the Southern

District of Texas, attem pts t o assert i ts putative rights to partake in a settlement from

which it has previously been excluded. The

settlement (the “Global Settlement”) arises out of a series of lawsu it s filed in the

mid-1990’s against numerous oil producers by oil royalty and interest owners. The plaint iffs

sued in various state and federal courts, charging the oil producers with the systematic underpayment of royalties for oil purchased at
the wellhead. The litigation was consolidated

in Janu ary 1998 by the Judicial Panel on

Multi-Distr ict Litigation and assigned to the

Southern District of Texas for further proceedings.

Thereafter, most of the original defendants settled, reaching an agreement that divided the

p arties into four classes: settling plaint iffs, non-settling plaint iffs, settling defendants, and non-settling defendants. Non-settling plaint iffs

and non-settling defendants are regarded as being outside the settlement class and are

neither bound by

t he terms of the agreement

nor entitled to file claims under it. In addition,

the a g reement excludes “affiliat es” of nonsettling defendants, defined as entities in which

a non-settling defendant possessed a fift y percent or more ownership interest at any time

between January 1, 1986, and Sept ember 30,

1998.

CE was designated a no n-settling defendant, beca u se it did not contribute * Pu rsuant to 5 T H C IR

. R. 47.5, the court has

determined that thi s opinion should not be published and is not precedent except under the limited

circumstances set forth in 5 TH C IR

. R. 47.5.4.5

monies to the settlement fund. CE timely objected to this classification and its exclusion

as a class member. The district court certified

the Global Set t lement over these objections, 1

and CE timely appealed, then voluntarily

abandoned the appe al. 2 Despite entering a

final judgment, the district court retained

“con t inuing jurisdiction over the Settlement Agreement . . . for the purposes of enforcing, implementing, adm

i nistering, construing and interpreting [the] Settlement Agreement.” 3

Th e present appeal arises out of a motion by CEL P asking the district court to order a

settlement disbursement in satisfaction of

claims owned by thre e o f CELP’s newly- acquired subsidiaries: DLB Oil & Gas, Inc. (“DLB”), Hugoton Energ y Corp. (“Hugoton”), and Anson Corporati on (“A nson”).
DLB, Hugoton, and Anson are formerly classaction plaint iffs who a s serted a right to damages for ba rrels of oil they sold at

artificial ly deflated prices in the preceding

decade.

The district court, having previously

determined that CELP could not assert claims

on its own behalf because it is a non-settling defendant, denied CELP’s motion, because it

concluded DLB, Hugoton, and Anson are affiliat es of a non-settling defendant. Each of the three companies was acquired by CELP

before the effective date specified in the Global

Settlement’s definition of “affiliat es” of a nonsettling defendant. As a result, the courtconcluded, the companies’ claims were excluded by the terms of

t he agreement and could not be asserted by CELP. 4

II.

With limit

ed exception, this court has jurisdiction only over final judgments. See 28

U.S.C. § 1291; Graham v. Johnson

, 168 F.3d 762, 774 (5th Cir. 1 999). “A ‘final decision’ generally is one which ends the li tigati on on the merits and leaves nothing for the court to
do but execute the jud gment.” C atlin v. U n ited States

, 324 U.S. 229, 233 (1945).

W here an action involves mult iple parties, “a disposition of the action as to only some of the parties does not result in a final appealable order absent a certification by the district court

under Federal Rule of Civil Procedure 54(b).”

Tr ansit Mgmt., Inc. v. Group Ins. Admin.,

Inc. , 226 F.3d 376, 381 (5th Cir. 2000).

The district court order is not a final judgment, because it neither resolves the rights

and liabilit

ies of all the part ies nor concludes

the district court’s role as an administrator of

the settlement. The parties do not dispute that

the original order certifyi ng the Global

1 In re Lease Oil Antitrust Litig. (No. II)

, 186 F.R.D. 403 (S.D. Tex. 1999)

2 As a result, the fairness of the settlement is no longer an issue CELP can raise on appeal.

3 See also Kokkonen v. Guardian Life Ins. Co. of Am.

, 511 U.S. 375 , 380-81 (1994) (providing

that courts lack inherent jurisdiction to enforce settl ements that they approve, but may nevertheless

retain jurisdictio n for that purpose at the time of settlement). 4 The district court misconstrued CELP’s motion as a Fed. R. Civ. P. 60(b) motion for relief

from the judgment on the basis of the court’s belief

that CELP sought to be re-designat ed as a class

member. To the contrary, CELP’s motion asserts

a right to collect based on an in dependent ground

that wa s not the subject of the court’s earlier ruling, namely, by contesting whether DLB, Hugoton,

and Anson are affiliates of a non-settling defendant

barred from collecting in the judgment. As a result, we agree with CELP that its motion should not be analyzed under the standards of rule 60(b).6

Settlement was a final appealable order, or that

CE’s init ial appeal of tha t decision was properly initiate d. Rather, the question is

whether a subsequent order interpreting that

settlemen t to determine the rights and

liabilit ies of one par t y is a final appealable judgment. On the facts of this case, it is not.

Of singular importance to our conclusion is

t he manner in which CELP initiated the
present dispute. Instead of pursuing a private

cause of action between itself and the plan administrator, CELP proce eded by way of

motion in the pre-existing class action case. It

did not serve a complaint on a defendant 5 or seek to have its claims adjudicated under a

new docket number. Indeed, under K okkonen

, 511 U.S. at 380-81, for any such lawsuit to be

heard in federal court, there would need to be

an independen t jurisdictional basis not found

here. As a result, the present action is a continuing part of the original class action, subject t o t he terms and conditions by which

the district court retaine d the subject matter jurisdiction necessary to interpret t he

settlem ent and issue binding orders thereunder.

Among the consequences for CELP’s decision to pursue its claim in this fashion is the

subordination of

its interests to the larger action pending in the district court, which retained jurisdiction over the settled case for the purpose of “enforcing, implement ing, administering, construing and interpreting” the

settlement. The issuance o f an interpretive

order defining CELP’s rights and obligati ons under the ag reement may be an action that is

c onsistent with this retained grant o f jurisdiction, but it is not an action that marks

t he termination of the court’s role a s an administrator of the settlement. So long as the

court retains its residual gran t o f jurisdiction

further to enforce, administer, and interpret the

settlement agreement, any act io n it takes in

this capacity lacks the attribute of finality that

is necessary to make the order immediately appealable. 6

As a result, we DISMISS the appeal for

want of jurisdiction and, accor dingly, we do

5 And indeed, at oral argument, CELP’s attorney had difficulty even identifying the defendant.

The motion to enforce the settlement is ostensiblya claim to require the administrator of the settlement fund specifically to perform its obligations as

a fiduciary, but that party, the Garden City Group,

was not sued and was not involved in the proceedings be fore the district court or this court

on appeal. Rather, CELP’s a ctions are being opposed by counsel for the settling plaintiff class. 6 There are several alternative means by which

CELP could have brought this claim that would

have le nt themselves to a quicker appeal: (1) by pursuing an independent claim against the plan’s

fiduciaries in state (or with the proper jurisdictional basis, federal) court for breach of contract, thereby asserting its rights to a settlement distribution in a

vehicle that presents th a t singular issue for adjudication; (2) by accepting its status a s a nonsettling defendant and instituting a new cause of

action to prevail on the merits of the u n derlying

anti trust and state tort claims; or (3) having proceeded as it did by way of mo tion, by asking the

district court to determine that there exists no just

reason to delay an appeal of its indivi dual rights and to certify the issue for appellate review under

rule 54(b). S ee F ED

. R. C IV

. P. 54(b); Witherspoon v. White

, 111 F.3d 399, 402-03 (5t h Cir. 1997). At oral argument, appellees’ counsel stated

their position that at least t he second of these

alternatives remains open to CELP. Alternatively, CELP may wait until the district court completes

its task as an administrator of the fund, and appeal

the order at that time.7

not reach the merits of the district court’s conclusion that CELP may not assert rights on behalf of DLB, Hugoton, and Anson.