1 

STATE OF WEST VIRGINIA

SUPREME COURT OF APPEALS

State of West Virginia ex rel. Pachira Energy, LLC 

Plaintiff Below, Petitioner 

v.) No. 23-142 (Monongalia County 18-C-369) 

The Honorable Cindy Scott, 

Judge of the Circuit Court of Monongalia County, 

Northeast Natural Energy LLC and NNE Water Systems LLC, 

Defendants Below, Respondents 

MEMORANDUM DECISION

Petitioner Pachira Energy, LLC1 (“Pachira”) seeks a writ of prohibition to prevent the 

Circuit Court of Monongalia County from enforcing the remedy of dissociation as set forth in its

January 11, 2023,

2

 order. After a careful review of the parties’ arguments, the record before this 

Court and the applicable law, we conclude that the circuit court committed a clear legal error in 

ordering dissociation when that relief was not requested by either party. Accordingly, we grant the

petition for writ of prohibition, vacate the order dissociating Pachira from the water system 

association, and remand this case to the circuit court for further proceedings. Because this case 

presents no substantial question of law, we find that it satisfies the “limited circumstances” of Rule 

21(d) of the West Virginia Rules of Appellate Procedure and is appropriate for disposition by a 

memorandum decision rather than an opinion. 

I. Facts and Procedural Background

These parties were previously before this Court on respondent Northeast Natural Energy 

LLC’s appeal of the circuit court’s award of a preliminary injunction to Pachira. See Ne. Nat. 

Energy LLC v. Pachira Energy LLC, 243 W. Va. 362, 844 S.E.2d 133 (2020) (“Pachira I”). At 

that time, based upon the record before it, this Court described the parties’ relationship as follows: 

1 Petitioner appears by counsel Benjamin L. Bailey, Benjamin J. Hogan, Christopher D. 

Smith and Bailey & Glasser LLP. Respondents appear by counsel Ancil G. Ramey, Lori A. 

Dawkins, Bridget D. Furbee, Garrett M. Spiker, Jon C. Beckman, Brian Gallagher and Steptoe & 

Johnson PLLC. 

2 The court first mandated dissociation in its November 12, 2021 order; the January 11, 

2023 order stemmed from Pachira’s efforts to modify that ruling.

FILED

April 16, 2024

released at 3:00 p.m.

C. CASEY FORBES, CLERK

SUPREME COURT OF APPEALS

OF WEST VIRGINIA
2

In 2011, plaintiff Pachira Energy LLC (“Pachira”) entered into an 

agreement with defendant Northeast Natural Energy LLC (“Northeast”). The 

agreement established the Blacksville Area of Mutual Interest (“Blacksville AMI”) 

and set forth guidelines for exploiting oil and gas leases and other mineral interests 

in an area encompassing parts of Monongalia County, West Virginia, and Greene 

County, Pennsylvania. Pachira and Northeast agreed that all jointly-held leases 

within the Blacksville AMI would be developed with Northeast owning a 75% 

working interest and Pachira owning a 25% working interest. The parties 

subsequently entered into a Joint Operating Agreement to operate natural gas wells 

on the leased lands, and again agreed to split costs and profits using the same 

75%/25% ratio.

At some later point, Pachira and Northeast entered into an oral agreement 

to develop and operate a water system. This system was originally designed to 

efficiently transport water from Dunkard Creek, a stream within the Blacksville 

AMI, for use in the drilling and hydraulic fracturing (“fracking”) of wells within 

the Blacksville AMI. The parties agree that there is no written agreement governing 

the construction, operation, or maintenance of the water lines and facilities. Despite 

no such formal agreement, Pachira and Northeast jointly shared the costs of the 

water system using the same 75%/25% ratio previously used in the Blacksville AMI 

agreement and the Joint Operating Agreement.

Id. at 364-65, 844 S.E.2d at 135-136.

In September 2018, Pachira filed its initial complaint alleging that Northeast breached its 

agreement with Pachira as to the water system. Pachira’s complaint sought declaratory relief and 

an injunction as to the water line and handling facilities. Pachira also filed a motion to enjoin 

Northeast’s alleged improper use of the water line and handling facilities. After a September 19, 

2018, hearing the circuit court granted the motion in part, finding that Northeast’s conduct would 

cause irreparable harm if the injunction did not issue, and enjoining Northeast from transporting 

water to locations outside of the Blacksville AMI, or selling water to third parties for use outside 

of the Blacksville AMI. Northeast appealed the preliminary injunction order to this Court and in 

June 2020 we issued an opinion affirming the preliminary injunction order. Id. at 371, 844 S.E.2d 

at 142. In Pachira I, this Court noted:

The evidence before the circuit court suggested that both Pachira and 

Northeast invested significant amounts of money, time, and labor to construct, 

operate, and maintain the water system in the Blacksville AMI. Even though the 

water system was not titled in the name of a particular partnership (instead, the 

system appears to have been titled in the name of Northeast Natural Energy before 

being transferred to its subsidiary, NNE Water Systems), the water system was 

constructed using assets pooled by Pachira and Northeast for the purpose of 

constructing, operating and maintaining a water system to support natural gas 

production in the Blacksville AMI.

Id. at 368-69, 139-40.
3

Following the issuance of this Court’s opinion, Pachira filed a motion before the circuit 

court for judicial dissolution of the partnership pursuant to the West Virginia Revised Uniform 

Partnership Act (“the Act”), as codified in Chapter 47B of the West Virginia Code.

3 Pachira argued 

that the partnership should be dissolved pursuant to West Virginia Code § 47B-8-1(5)(ii) (1995),

which provides a mechanism for dissolution and a winding up of a partnership when “[a]nother 

partner has engaged in conduct relating to the partnership business which makes it not reasonably 

practicable to carry on the business in partnership with that partner.” Id. Pachira asserted that 

Northeast had engaged in conduct relating to the partnership business which made it not reasonably 

practicable to carry on the partnership with Northeast and, accordingly, it sought to dissolve the 

partnership and participate in the winding up of the affairs.

The circuit court found that the parties were partners in a partnership and that the Act 

applied. However, the court did not dissolve the partnership through a judicial determination as 

requested by Pachira, nor did the court analyze Pachira’s request for dissolution pursuant to West 

Virginia Code § 47B-8-1(5)(ii). Instead, the court, sua sponte, treated Pachira’s motion as a motion 

to withdraw, and dissociated Pachira from the partnership without a dissolution of the partnership. 

In ordering Pachira’s dissociation, the circuit court order noted that it “fashioned the relief that 

was equitable and just” because Pachira previously sought a partition by allotment under Northeast 

and NNE Water System’s theory that the property was owned by a tenancy in common. The court 

therefore concluded that the remedy of dissociation—which it determined was similar to Pachira’s 

requested relief pursuant to the allotment statute4

—was appropriate. According to the court, 

“[d]issociation gives Pachira the value of its interest in the Water System Partnership while 

allowing the remaining partners to continue operating the Water Facilities for the benefit of the 

working interest owners in the wells drilled within the Blacksville AMI—wells in which Pachira

maintains a working interest regardless of dissociation from the Water System Partnership.” The 

court concluded that Pachira could be dissociated without a dissolution of the partnership, in part,

because it found that the partnership consisted of three partners—Pachira, Northeast and NNE 

Water Systems—rather than only Pachira and Northeast, as Pachira argued.5

3 West Virginia Code §§ 47B-1-1 to -11-5.

4 See West Virginia Code §§ 37-4-1, -3. West Virginia Code § 37-4-3 provides, in pertinent 

part: 

When partition cannot be conveniently made, the entire subject may be 

allotted to any party or parties who will accept it, and pay therefor to the other party 

or parties such sum of money as his or their interest therein may entitle him or them 

to; or in any case in which partition cannot be conveniently made . . . .

5 It is not clear from the record before this Court whether either party argued that there 

were three partners to any agreement prior to the entry of the circuit court order. At a subsequent

hearing Pachira argued that respondents had not taken the position that both respondents were 

parties to the partnership until after the court entered its order of dissociation; instead, respondents 

admitted in answers to the amended complaints that Northeast had assigned its interests in the 

water line to NNE Water Systems. Because we find that the circuit court exceeded its legitimate 

authority in ordering relief which no party requested, we find it unnecessary to—and expressly do 
4 

Based upon the circuit court’s order, Pachira was immediately dissociated from the 

partnership pursuant to West Virginia Code § 47B-7-1 (governing dissociation of partner from 

partnership). Pachira filed a motion for reconsideration that was denied. Pachira then filed this writ 

of prohibition, maintaining that the circuit court improperly “squeezed Pachira out of the 

partnership and [allowed Northeast to] continue to use the Water System partnership for personal 

gain and to the detriment of both the partnership and its partner” and, further, “deprived [Pachira] 

of any meaningful opportunity to wind up a partnership’s business, account for its assets, and 

ensure that it received maximum value for its share.” 

II. Standard of Review 

The Court has held that “a writ of prohibition will not issue to prevent a simple abuse of 

discretion by a trial court.” Syl. Pt. 2, in part, State ex rel. Peacher v. Sencindiver, 160 W. Va. 314, 

233 S.E.2d 425 (1977).6 “Prohibition lies only to restrain inferior courts from proceedings in 

causes over which they have no jurisdiction, or, in which, having jurisdiction, they are exceeding 

their legitimate powers, and may not be used as a substitute for [a petition for appeal] or certiorari.” 

Syl. Pt. 3, State ex rel. Hoover v. Berger, 199 W. Va. 12, 483 S.E.2d 12 (1996); see also W. Va. 

Code § 53-1-1 (“The writ of prohibition shall lie as a matter of right in all cases of usurpation and 

abuse of power, when the inferior court has not jurisdiction of the subject matter in controversy, 

or, having such jurisdiction, exceeds its legitimate powers.”). 

Further, 

[i]n determining whether to entertain and issue the writ of prohibition for 

cases not involving an absence of jurisdiction but only where it is claimed that the 

lower tribunal exceeded its legitimate powers, this Court will examine five factors: 

(1) whether the party seeking the writ has no other adequate means, such as a direct 

appeal, to obtain the desired relief; (2) whether the petitioner will be damaged or 

prejudiced in a way that is not correctable on appeal; (3) whether the lower 

tribunal’s order is clearly erroneous as a matter of law; (4) whether the lower 

tribunal’s order is an oft repeated error or manifests persistent disregard for either 

procedural or substantive law; and (5) whether the lower tribunal’s order raises new 

and important problems or issues of law of first impression. These factors are 

general guidelines that serve as a useful starting point for determining whether a 

discretionary writ of prohibition should issue. Although all five factors need not be 

satisfied, it is clear that the third factor, the existence of clear error as a matter of 

law, should be given substantial weight. 

not—make any findings regarding the existence of a partnership, or the number of partners thereto. 

See infra discussion. 

6 We have established that extraordinary remedies are reserved for “really extraordinary 

causes.” State ex rel. Vanderra Res., LLC v. Hummel, 242 W. Va. 35, 829 S.E.2d 35 (2019) (citing 

Am. Elec. Power Co. v. Nibert, 237 W. Va. 14, 19, 784 S.E.2d 713, 718 (2016) (internal quotations 

and citations omitted)).
5

Hoover, 199 W. Va. at 14-15, 483 S.E.2d at 14-15, Syl. Pt. 4. With this standard in mind, we turn 

to Pachira’s assertion that a writ of prohibition should issue in the present case. 

III. Discussion

In its petition for a writ of prohibition7 Pachira seeks to prohibit the circuit court from 

enforcing its order of dissociation, which is premised on the court acting in excess of its legitimate 

authority.8 We therefore limit our review to the court’s authority to order the remedy of 

dissociation and decline to undertake a review of foundational issues regarding the parties’ 

relationship only tangentially implicated here. Further, while Northeast and NNE Water Systems

apparently now take issue with the characterization of their relationship with Pachira as a 

“partnership,” the posture of this case and the order on review requires us to utilize, for purposes 

of this extraordinary writ, the term “partnership” and review the court’s order pursuant to the Act.9

Turning now to Pachira’s argument, we find that the remedy requested by Pachira—

dissolution—and the remedy granted by the court—dissociation—are distinct partnership10

7 Pachira’s petition is focused upon the circuit court’s purported clear legal error in granting 

relief not requested by any party. Although the parties disagree as to the nature of the error, all of 

the parties appear to contend that the court’s order of dissociation was affected by some degree of 

legal error. While Pachira argues that the court erred in determining the nature of the partnership 

and the number of partners, respondents argue that the court improperly determined that a 

partnership existed in the first instance—an issue not raised in Pachira’s petition. We are therefore 

mindful of the scope of Pachira’s requested relief and decline to address issues not properly before 

the Court. 

8 Pachira assertsthat the circuit court abused its authority and clearly erred by 1) improperly 

granting equitable relief in lieu of its requested statutory right to dissolution under the Act; 2) 

violating West Virginia law that requires dissolution; and 3) improperly concluding that the 

partnership consisted of three partners.

9 Nothing contained in this decision, nor in our prior decision, should be read as this Court 

deciding, or reaching the issues of the existence or membership of any alleged partnership.

10 The Act defines a “partnership” as “an association of two or more persons to carry on as 

co-owners a business for profit formed under section two, article two of this chapter, predecessor 

law, or comparable law of another jurisdiction and includes, for all purposes of the laws of this 

state, a registered limited liability partnership.” W. Va. Code § 47B-1-1(7); see also Syl. Pt. 6,

Valentine v. Sugar Rock, Inc., 234 W. Va. 526, 766 S.E.2d 785 (2014) (“Under the Act, a 

partnership is an association of two or more persons to carry on as co-owners a business for profit, 

whether or not the persons intend to form a partnership. W. Va. Code §§ 47B-1-1(7) [2003] & 

47B-2-2(a) [1995].”). Moreover, “[t]he Revised Uniform Partnership Act is a ‘gap filler’ in that it 

only governs partnership affairs when there is no partnership agreement, or to the extent a 

partnership agreement does not otherwise provide. W. Va. Code § 47B-1-3(a) [1995].” Valentine,

234 W. Va. at 527, 766 S.E.2d at 787, Syl. Pt. 7. Accordingly, because there is no partnership 

agreement between the parties, this Court looks to the Act for guidance to address the remedy 

ordered by the circuit court.
6 

remedies governed by the Act. Pachira asked the court for a judicial determination of dissolution 

pursuant to West Virginia Code § 47B-8-1(5)(ii). Pachira argues that instead of ruling on its 

statutory request for dissolution, the circuit court treated Pachira’s motion as a motion for 

dissociation despite the two remedies being “distinct statutory processes triggered by specific 

conduct” which are governed by different articles of the Act. Although dissociation is not defined 

by the Act, the Revised Uniform Partnership Act – the model for West Virginia’s Act – provides 

that dissociation “denote[s] the change in the relationship caused by a partner’s ceasing to be 

associated in the carrying on of the business.” Rev. Unif. P’ship Act (1997) § 601, 6 U.L.A. Pt. 1 

(2001), comment (1).

11 Dissociation will lead to either a buyout or a dissolution and winding up 

of the partnership. See W. Va. Code 47B-6-3(a) (“If a partner’s dissociation results in a dissolution 

and winding up of the partnership business, article eight of this chapter applies; otherwise, article 

seven of this chapter applies.”). Pachira notes that although dissolution operates to bring the 

partnership to a close, there is not a similar winding up of the partnership required when a partner 

is dissociated either on its own volition or upon a judicial dissociation. Compare id. § 47B-8-2 

(providing partnership continues following dissolution only for the purposes of winding up its 

affairs) with id. § 47B-7-1 (providing partnership continues without dissociated partner) and Id. § 

47B-6-3(a) (providing potential results of a disassociation are dissolution or continuation of 

partnership). Therefore, Pachira maintains that the court’s decision to improvidently dissociate it 

instead of dissolving the partnership improperly “forced [Pachira] from its seat at the [partnership] 

table” and divested it of any say in the winding up of the partnership. 

It is undisputed that the parties did not seek Pachira’s dissociation before the circuit court 

granted that remedy. Accordingly, Pachira maintains that the court exceeded its legitimate 

authority when it sua sponte granted relief not requested by any party. Further, Pachira contends 

that the court erroneously provided an equitable remedy when a legal remedy expressly prescribed 

by the Act was sought. Based upon our established jurisprudence, we agree that it was improper 

for the court to convert Pachira’s request for dissolution to an order for dissociation—a remedy 

that was never requested. Cf. Syl. Pt. 3, in part, State ex rel. Nat’l Union Fire Ins. Co. of Pittsburgh, 

Pa. v. Hummel, 243 W. Va. 681, 850 S.E.2d 680 (2020) (“[A]s a general rule, a trial court may not 

grant summary judgment sua sponte on grounds not requested by the moving party.”). Although 

the motion before the circuit court in this case was not for summary judgment, the proposition in 

Syllabus Point 3 of Hummel, precluding a court’s sua sponte grant of summary judgment on 

different grounds, is nonetheless instructive in these circumstances. See id.

We note critically that, in ordering dissociation, the court failed to make a finding of any 

occurrence that would trigger the dissociation of a partner from a partnership as required by West 

11 The Editor’s Notes to the Revised Uniform Partnership Act provide that “RUPA 

dramatically change[d] the law governing partnership breakups and dissolution[]” because 

“[u]nder RUPA, unlike the UPA, the dissociation of a partner does not necessarily cause a

dissolution and winding up of the business of the partnership.” Rev. Unif. P’ship Act (1997) § 601, 

comment 1. 
7

Virginia Code § 47B-6-1(1)-(10)12 and, therefore, the court’s order was fatally deficient.

Additionally, although not requested by any party, the court made no findings that would support 

Pachira’s involuntary dissociation or expulsion from the partnership. See Giles v. Giles Land Co., 

L.P., 279 P.3d 139 (Kan. Ct. App. 2012) (affirming ruling of dissociation based upon an 

application by another partner that “the partner had engaged in wrongful conduct that adversely 

and materially affected the partnership business.”); Brennan v. Brennan Assocs., 977 A.2d 107 

(Conn. 2009) (noting the trial court found “[t]he plaintiff’s moral turpitude and criminal fraud, and 

failure to be honest in court as to the extent of his criminal wrongdoing constitutes conduct relating 

to the partnership business that makes it not reasonably practicable to carry on the business with 

the plaintiff.”).

We further agree with Pachira that the circuit court’s order of dissociation would 

improperly divest it of any rights it would be entitled to as a partner, assuming the existence of any 

such partnership.

13 The Legislature has expressly recognized that a partner owes the partnership 

and the other partners the duty of loyalty and the duty of care. W. Va. Code § 47B-4-4. 

Additionally, in Pachira I we noted:

The Partnership Act charges a partner with a fiduciary duty of loyalty to the 

partnership and to other partners. . . . . “The relationship between partners is 

12 West Virginia Code § 47B-6-1 provides for the dissociation of a partner upon the 

happening of certain enumerated occurrences including: (1) partner giving notice of their will to 

withdraw; (2) an event agreed to in the partnership agreement as causing the partner’s dissociation;

(3) the expulsion of the partner pursuant to the partnership agreement; (4) partner’s expulsion by 

the unanimous vote of the other partners in specific situations; (5) upon application by the 

partnership or another partner for a judicial determination of partner’s expulsion; (6) where partner 

is in bankruptcy or has assigned its benefits for the benefit of a creditor; (7) where partner has 

become incapable to perform its duties because of death or incapacity; (8) distribution of a trust’s 

entire transferable interest in the case of a partner that is a trust or is acting as a partner by virtue 

of being a trustee of a trust; (9) distribution of an estate’s entire transferable interest, in the case of 

a partner that is an estate or is acting as a partner by virtue of being a personal representative of an 

estate; and (10) termination of a partner who is not an individual, partnership, corporation, trust or 

estate. 

13 As noted above, the existence of a partnership is not presently before this Court. 

Accordingly, we expressly decline to address that issue. Likewise, for the same reason, we decline 

to opine as to the number of partners. However, we note that the Act provides specific guidance 

relative to partnerships. See W. Va. Code § 47B-5-2 (providing that the “only transferable interest 

of a partner in the partnership is the partner’s share of the profits and losses of the partnership and 

the partner’s right to receive distributions”); id. § 47B-5-1 (providing that a partner “has no interest 

in partnership property which can be transferred, either voluntarily or involuntarily”); id. § 47B5-3(a)(3) (providing that a transfer of partnership interest “[d]oes not, as against the other partners 

or the partnership, entitle the transferee, during the continuance of the partnership, to participate 

in the management or conduct of the partnership business, to require access to information 

concerning partnership transactions, or to inspect or copy the partnership books or records”).
8

fiduciary, and the highest degree of good faith is required.” Barker v. Smith & 

Barker Oil & Gas Co., 170 W. Va. 502, 509, 294 S.E.2d 919, 926 (1982). 

Pachira I, 243 W. Va. at 369, 844 S.E.2d at 140. The court’s decision to immediately dissociate 

Pachira necessarily terminated any fiduciary rights between the parties and stripped Pachira of 

rights that it would have been entitled to as a partner in the dissolution of any such partnership.

West Virginia Code § 47B-6-3 clearly provides that, immediately upon disassociation, a partner’s 

“right to participate in the management and conduct of the partnership business terminates” along 

with any fiduciary duties to the dissociated partner. Moreover, the court’s error may result in 

damage to Pachira in a way that is not correctable on appeal, as the deprivation is not solely 

monetary, and it is difficult to quantify the consequences of a partner not being allowed to 

participate in the winding up of the partnership. 

IV. Conclusion

For the reasons stated above, the circuit court exceeded its legitimate powers and 

committed clear error as a matter of law when it entered its order dissociating Pachira from the 

purported water system partnership. Accordingly, we grant the requested petition for writ of

prohibition, vacate the circuit court’s orders dissociating Pachira from the water system 

association, and remand to the circuit court.

Writ Granted.

ISSUED: April 16, 2024

CONCURRED IN BY:

Chief Justice Tim Armstead

Justice Elizabeth D. Walker 

Justice John A. Hutchison

Justice William R. Wooton

Justice C. Haley Bunn