PRESENT: Hassell, C.J., Keenan, Koontz, Lemons, Goodwyn, JJ., 

and Carrico and Russell, S.JJ. 

POCAHONTAS MINING LIMITED LIABILITY COMPANY 

v. Record No. 071608 

CNX GAS COMPANY, LLC 

 OPINION BY 

 JUSTICE BARBARA MILANO KEENAN 

 September 12, 2008 

GEOMET OPERATING COMPANY, INC. 

v. Record No. 071609 

CNX GAS COMPANY, LLC 

FROM THE CIRCUIT COURT OF BUCHANAN COUNTY 

Nicholas E. Persin, Judge Designate 

 In this appeal, we consider whether the provisions in a 

lease granting to a lessee exclusive rights in coalseam gas on 

the lessor’s property also granted to the lessee the exclusive 

right to construct and maintain pipelines and structures to 

transport any gas over the lessor’s property. 

 Pocahontas Mining Limited Liability Company (Pocahontas) 

is the owner of a tract of land consisting of over 20,000 

acres (the property) located partially in Buchanan and 

Tazewell Counties, and partially in West Virginia. In 1998, 

Pocahontas1 entered into a lease (the 1998 lease) with 

Pocahontas Gas Partnership (PGP) granting to PGP rights in the 

 1

 The entity named in the lease was Pocahontas Mining 

Company Limited Partnership, L.L.P., which later became 

Pocahontas Mining Limited Liability Company. 
coalseam gas located beneath the surface of the property. The 

relevant granting provisions of the lease (the granting 

clause) provided that: 

Lessor grants, leases and lets exclusively unto Lessee 

any and all rights it has to all of the coalseam gas, 

including, but not limited to, coalbed methane gas, 

coalbed gas, methane gas, gob gas, occluded natural gas 

in any formation or other naturally occurring gases 

contained in or associated with any coalseam lying below 

the base of the Tiller seam and all zones in 

communication therewith and all associated natural gas 

and other hydrocarbons contained therein and all gas 

originating or produced from coalseam to coalseam 

(hereinafter collectively referred to as “coalseam gas” 

or “coalbed methane”), underlying [the property] together 

with any and all rights necessary or convenient to 

develop, produce, market and sell said coalseam gas 

including, but not limited to, the exclusive rights of 

exploring, drilling, producing, gathering, transporting, 

and selling the coalseam gas, the rights to construct and 

maintain all pipelines, tanks, structures, and utility 

lines that Lessee may deem necessary and convenient for 

the production and/or transportation of coalseam gas or 

other gas, whether or not owned, leased, or produced by 

Lessee, from this and other lands, whether or not owned 

or leased by Lessee . . . . 

Further, the 1998 lease had a clause addressing Pocahontas’ 

reservation of certain rights that provided: 

Except as granted and leased herein, there is excepted 

and reserved to Lessor the entire ownership and control 

of the lands included herein and the oil, gas, coal, 

stone, sand, water, timber, and other minerals and 

products therein and thereon, with the right to use and 

dispose of the same for all purposes other than those for 

which this Lease is made except as such ownership and 

control may be leased to other parties by other 

instruments. 

In 2006, Pocahontas and GeoMet Operating Co., Inc. 

(GeoMet) entered into a right of way agreement (the right of 

2
way agreement), in which Pocahontas granted to GeoMet the 

exclusive right to construct, operate, and maintain a pipeline 

to transport natural gas across, through, upon, over, and 

under a portion of the property. In accordance with the right 

of way agreement, GeoMet began to construct a pipeline to 

transport natural gas. Shortly thereafter, agents of CNX Gas 

Company, L.L.C. (CNX), PGP’s successor in interest under the 

1998 lease, installed gates and prevented representatives of 

GeoMet or Pocahontas from obtaining access to the property.2

 GeoMet and Pocahontas filed a complaint in the Circuit 

Court of Buchanan County (the circuit court) seeking a 

declaratory judgment interpreting the respective rights of 

GeoMet, Pocahontas, and CNX under the 1998 lease and the right 

of way agreement. GeoMet and Pocahontas also sought an 

injunction to prevent CNX from blocking access to the 

property. CNX filed a counterclaim seeking a declaratory 

judgment of the parties’ rights under the 1998 lease and the 

right of way agreement.3

The parties filed cross motions for summary judgment. In 

May 2007, the circuit court entered an order (the May order) 

 2

 Although CNX was not a party to the 1998 lease, CNX is 

the successor in interest to PGP, the named lessee. For 

purposes of this opinion, we will refer to the rights granted 

under the 1998 lease as rights granted to CNX. 

3

 Additionally, CNX sought adjudication of its rights 

under a deed of easement it entered into with Pocahontas in 

1998. 

3
granting CNX’s motion for summary judgment. In that order, 

the circuit court held that the 1998 lease was unambiguous and 

that all the rights CNX possessed under the lease were 

exclusive, including the rights to construct and maintain all 

pipelines and all structures on the property and to transport 

coalseam gas or other gas on, over, under, or through the 

property. The circuit court ordered GeoMet to remove its 

pipeline from the property and to cease its transportation of 

coalseam gas or other gas on, over, under, or through the 

property. 

GeoMet and Pocahontas appealed the injunctive provisions 

of the May order to this Court under Code § 8.01-626. 

Concluding that the May order contained injunctive relief that 

CNX did not request, this Court vacated the portion of the 

order granting injunctive relief and remanded the case to the 

circuit court. The circuit court later certified the 

remaining provisions of the May order to this Court for review 

under the interlocutory appeal procedures of Code § 8.01-

670.1. In accordance with the circuit court’s certification, 

GeoMet and Pocahontas seek review in this Court of those 

remaining provisions in the circuit court’s award of summary 

judgment. 

GeoMet and Pocahontas (collectively, GeoMet) argue that 

the terms of the 1998 lease are unambiguous. GeoMet asserts 

4
that under a plain reading of the lease, the term 

“exclusively” in the phrase “Lessor grants, leases and lets 

exclusively unto Lessee” refers only to the rights to the 

coalseam gas estate. Thus, GeoMet contends that in the 1998 

lease, Pocahontas granted to CNX exclusive rights to the 

coalseam gas, “together with” non-exclusive “rights necessary 

or convenient to develop, produce, market and sell said 

coalseam gas.” 

GeoMet cites additional language in the 1998 lease in 

support of its position that some of the rights granted in the 

lease are exclusive, while other rights granted are nonexclusive. GeoMet points to the language granting “the 

exclusive rights of exploring, drilling, producing, gathering, 

transporting, and selling the coalseam gas, the rights to 

construct and maintain all pipelines, tanks, structures, and 

utility lines. . . .” (emphasis added). GeoMet contends that 

the omission of the term “exclusive” with respect to the 

rights to construct and maintain pipelines, tanks, structures, 

and utility lines indicates that those rights granted to CNX 

are not exclusive rights. 

In response, CNX agrees that the 1998 lease is 

unambiguous, but contends that under a plain reading of the 

lease, all the rights granted in the lease are exclusive to 

CNX. In support of its argument, CNX cites to the lease 

5
language that “[l]essor grants, leases and lets exclusively 

unto [l]essee,” and argues that the term “exclusively” governs 

all the rights granted to CNX in the lease. CNX further 

contends that its interpretation of the term “exclusively” 

does not conflict with other terms of the lease because the 

sole purpose of the lease was to grant to CNX exclusive 

rights, including the exclusive right to transport gas from 

any source. 

Alternatively, CNX argues that if the lease terms do not 

unambiguously grant to CNX such exclusive rights, then the 

disputed lease language must be considered ambiguous and the 

case must be remanded to the circuit court for the receipt of 

parol evidence concerning the parties’ intent when the lease 

was executed. We disagree with CNX’s arguments. 

In our analysis of the lease terms, we rely on 

established principles of contract interpretation. The 

question whether a contract is ambiguous presents an issue of 

law. Virginia Elec. & Power Co. v. Northern Virginia Reg’l 

Park Auth., 270 Va. 309, 315, 618 S.E.2d 323, 326 (2005); 

Video Zone, Inc. v. KF&F Props. L.C., 267 Va. 621, 625, 594 

S.E.2d 921, 923 (2004); Utsch v. Utsch, 266 Va. 124, 129, 581 

S.E.2d 507, 509 (2003); Eure v. Norfolk Shipbuilding & Drydock 

Corp., 263 Va. 624, 631, 561 S.E.2d 663, 667 (2002). 

Accordingly, on appeal, we review the circuit court’s 

6
interpretation of the disputed lease provisions de novo. 

Virginia Elec. & Power Co., 270 Va. at 315, 618 S.E.2d at 326; 

Video Zone, Inc., 267 Va. at 625, 594 S.E.2d at 923; Utsch, 

266 Va. at 129, 581 S.E.2d at 509; Eure, 263 Va. at 631, 561 

S.E.2d at 667. We do not accord any deference to the circuit 

court’s resolution of this question of law because we are 

afforded the same opportunity as the circuit court to 

interpret the terms of the parties’ contract. Video Zone, 

Inc., 267 Va. at 625, 594 S.E.2d at 923; Pyramid Dev., L.L.C. 

v. D&J Assocs., 262 Va. 750, 754, 553 S.E.2d 725, 727 (2001). 

A court’s primary focus in considering disputed 

contractual language is to determine the parties’ intention, 

which should be ascertained, whenever possible, from the 

language the parties employed in their agreement. Flippo v. 

CSC Assocs. III, L.L.C., 262 Va. 48, 64, 547 S.E.2d 216, 226 

(2001); Langman v. Alumni Ass’n of the Univ. of Va., 247 Va. 

491, 498-99, 442 S.E.2d 669, 674 (1994); Camp v. Camp, 220 Va. 

595, 597, 260 S.E.2d 243, 245 (1979). An ambiguity exists 

when the contract’s language is of doubtful import, is 

susceptible of being understood in more than one way or of 

having more than one meaning, or refers to two or more things 

at the same time. Video Zone, Inc., 267 Va. at 625, 594 

S.E.2d at 923; Tuomala v. Regent Univ., 252 Va. 368, 374, 477 

S.E.2d 501, 505 (1996); Galloway Corp. v. S.B. Ballard 

7
Constr., 250 Va. 493, 502, 464 S.E.2d 349, 355 (1995). The 

mere fact that the parties disagree about the meaning of the 

contract’s terms is not evidence that the contract language is 

ambiguous. Pocahontas Mining Ltd. Liab. Co. v. Jewell Ridge 

Coal Corp., 263 Va. 169, 173, 556 S.E.2d 796, 771 (2002); 

Galloway, 250 Va. at 502, 464 S.E.2d at 354; Wilson v. 

Holyfield, 227 Va. 184, 187, 313 S.E.2d 396, 398 (1984). 

In determining whether disputed contractual terms are 

ambiguous, we consider the words employed by the parties in 

accordance with their usual, ordinary, and popular meaning. 

Video Zone, Inc., 267 Va. at 626, 594 S.E.2d at 924; Haisfield 

v. Lape, 264 Va. 632, 637, 570 S.E.2d 794, 796 (2002); 

Pocahontas Mining Ltd. Liab. Co., 263 Va. at 173, 556 S.E.2d 

at 772. No word or phrase employed in a contract will be 

treated as meaningless if a reasonable meaning can be assigned 

to it, and there is a presumption that the contracting parties 

have not used words needlessly. City of Chesapeake v. States 

Self-Insurers Risk Retention Group, Inc., 271 Va. 574, 578, 

628 S.E.2d 539, 541 (2006); Westmoreland-LG&E Partners v. 

Virginia Elec. & Power Co., 254 Va. 1, 11, 486 S.E.2d 289, 294 

(1997). Further, the omission of a particular term from a 

contract is evidence that the parties intended to exclude that 

term. Bentley Funding Group, L.L.C. v. SK&R Group, L.L.C., 

269 Va. 315, 330, 609 S.E.2d 49, 56 (2005); First Nat’l Bank 

8
v. Roy N. Ford Co., 219 Va. 942, 946, 252 S.E.2d 354, 357 

(1979). 

In ascertaining the parties’ intention regarding specific 

contract provisions, we consider the document as a whole. 

American Spirit Ins. Co. v. Owens, 261 Va. 270, 275, 541 

S.E.2d 553, 555 (2001); Lansdowne Development Co. v. Xerox 

Realty Corp., 257 Va. 392, 401, 514 S.E.2d 157, 161 (1999); 

Westmoreland-LG&E Partners, 254 Va. at 11, 486 S.E.2d at 294; 

Langman, 247 Va. at 498-99, 442 S.E.2d at 675. When the 

writing, considered as a whole, is clear, unambiguous, and 

explicit, a court asked to interpret such a document should 

look no further than the four corners of the instrument. 

Virginia Elec. & Power Co., 270 Va. at 316, 618 S.E.2d at 326; 

Langman, 247 Va. at 498, 442 S.E.2d at 675; Trailsend Land Co. 

v. Virginia Holding Corp., 228 Va. 319, 325, 321 S.E.2d 667, 

670 (1984). 

Applying these principles, we conclude that the disputed 

lease provisions are unambiguous. By selectively identifying 

certain rights as “exclusive,” while omitting any reference to 

the term “exclusive” in describing other rights, the lease 

language signifies the parties’ clear intention that only 

some, rather than all, the stated rights are exclusively 

granted to CNX. The lease gives CNX exclusive rights to the 

coalseam gas estate, including the exclusive rights of 

9
exploration, drilling, production, gathering, transportation, 

and sale of the coalseam gas. The lease also grants to CNX 

non-exclusive rights, including the right to construct and 

maintain pipelines and other facilities necessary and 

convenient for the production and transportation of the 

coalseam gas, and of other gas from whatever source. 

Notably, the language in the lease granting to CNX rights 

to construct and maintain pipelines does not limit Pocahontas’ 

right to use the property for those purposes, except to 

require that Pocahontas permit CNX to construct and maintain 

“all pipelines, tanks, structures, and utility lines that 

[CNX] may deem necessary and convenient” for the production 

and transportation of the coalseam gas or other gas. The 

language at issue merely details CNX’s right to erect 

pipelines and other facilities and to use those pipelines and 

facilities for the purposes described in the lease. 

The lease language is not rendered ambiguous by the 

parties’ use of the term “exclusively,” which appears at the 

beginning of the disputed language. The parties’ inclusion of 

this term merely clarified that Pocahontas granted exclusively 

to CNX all the rights to the coalseam gas underlying the 

property. CNX’s more expansive interpretation of the term 

“exclusively” is unavailing, because acceptance of CNX’s 

position would impermissibly require us to treat as 

10
meaningless and redundant the lease’s later designation of 

particular rights as “exclusive.” See States Self-Insurers, 

271 Va. at 578, 628 S.E.2d at 541; Westmoreland-LG&E Partners, 

254 Va. at 11, 486 S.E.2d at 294. 

Viewed in this context, the absence of a term denoting 

exclusivity in the description of CNX’s “rights to construct 

and maintain all pipelines” is significant. Plainly, by 

omitting any reference to an exclusive right in addressing the 

subject of pipelines on the leased property, the parties 

expressed their intent that such rights of CNX would not be 

exclusive.4 See Bentley Funding Group, 269 Va. at 330, 609 

S.E.2d at 57; First Nat’l Bank, 219 Va. at 946, 252 S.E.2d at 

357. 

The opposite conclusion urged by CNX is additionally 

unpersuasive because that conclusion would render inoperative 

Pocahontas’ reservation of rights to the property for such 

purposes as the development of oil and non-coalseam gas, which 

would have to be transported from the property through 

pipelines. Further, under CNX’s view of the lease language, 

Pocahontas would be precluded from engaging in any activity 

 4

 CNX also argues that in determining the parties’ intent, 

we should consider a memorandum of lease that was executed 

contemporaneously with the 1998 lease. However, because we 

determine that the 1998 lease was unambiguous, we limit our 

consideration to the four corners of that document. See

Virginia Elec. & Power Co., 270 Va. at 316, 618 S.E.2d at 326; 

Langman, 247 Va. at 498, 442 S.E.2d at 674. 

11
12

that was “necessary or convenient” for CNX’s utilization of 

its interest in the leasehold property, irrespective whether 

Pocahontas’ activities actually caused CNX to suffer any 

inconvenience or other difficulty. Such a construction would 

effect a sweeping evisceration of Pocahontas’ other production 

rights in the property, in contravention of Pocahontas’ 

express reservation of rights in the lease. 

In sum, the clear purpose of the lease was to allow CNX 

to produce, transport, and sell the coalseam gas obtained from 

the property, and to transport “other gas” from whatever 

source over Pocahontas’ property. The disputed lease 

provisions protect CNX’s rights to take such actions as are 

necessary and convenient to conduct these activities, but do 

not permit CNX to prevent other uses of the land that do not 

affect CNX’s exercise of its stated lease rights. 

For these reasons, we will reverse the circuit court’s 

order declaring the parties’ rights under the 1998 lease and 

remand the case for such further action as may be required 

consistent with the principles expressed in this opinion. 

Reversed and remanded.