Chevron USA Inc. v. Phillips Petroleum Co.

MEMORANDUM *

The district court provided a careful and extensive analysis of Chevron USA Inc.’s claims with respect to the Area of Mutual Interest Agreement (“the AMI”). We agree with the district court’s analysis and its grant of summary judgment in favor of Phillips Petroleum Company.

We conclude that Phillips did not breach the AMI with respect to the notice requirement. The language of Section 4 of the AMI does not encompass Phillip’s acquisition of ARCO Alaska’s stock because acquiring the stock in a corporation is not equivalent to acquiring the assets of the corporation, in this case the oil and gas leases and related interests set out in the AMI. See U.S. Cellular Inv. Co. v. GTE Mobilnet, Inc., 281 F.3d 929 , 935 (9th Cir.2002) (“[T]he transfer of stock is not the same thing as a transfer of the assets of that corporation.”). Phillips and Phillips Alaska are separate corporate entities and the district court appropriately declined to pierce the corporate veil. Nor does evaluation of the extrinsic evidence, when viewed in a light most favorable to Chevron, alter our conclusion. See Day v. A&G Construction Co., Inc., 528 P.2d 440, 444 (Alaska 1974) (requiring courts to…