james-cottonHow to distinguish an oil and gas lease from a mineral deed? In Richardson v. Mills, it was a deed when the instrument uses words like “forever” and imposes no duty to explore for and develop minerals.

An instrument from 1906, when Teddy Roosevelt was busting trusts and creating national parks, was between Mills on the one hand and Lindsey and Harris on the other. The document referred to the parties’ “desire” for “development, tests and demonstrations” and for Lindsay and Harris to manage the property so it would be developed for oil and gas or be sold.

The granting language referred to “an undivided one half interest in the oil, gas and other minerals … “ to Harris and Lindsay, and further rights and privileges necessary and proper for the performance of the work of prospecting, testing, operating, etc.

A 1908 release referred to “said contract or lease the time for said development has expired rendering null and void said lease.” There was a relinquishment of any right or claim held by Nacogdoches Land Company.

Trial and the clairvoyant expert – it’s a lease

Mills offered the opinion of an attorney who reviewed the contract (over 100 years after it was executed) and opined about what the (deceased!) parties possibly intended. It’s unknown whether his conclusion was absorbed from the cosmos or the result of a séance with the spirits of the dead.

The trial court determined that the instruments were ambiguous and allowed extrinsic evidence to determine the parties’ intent. Alternatively the 1906 instrument was released when Lindsay and Harris did not perform their obligations.

On appeal – it’s a deed

Reversed and rendered. The 1906 instrument was not ambiguous. It was a deed:

  • Harris and Lindsay had the right but not the duty to develop the minerals.
  • There was no time within which actions must be taken.
  • The consideration was services rendered.
  • The granting clause said “grant, bargain, sell and convey … ”.
  • The habendum and warranty clauses specified “forever”.

This was language of an unconditional conveyance, not for exploitation of minerals.

What about the 1908 release?

The 1908 release referred to an instrument dated July 9, 1907, whereas the document in question was dated July 9, 1906. The 1908 release described the document as a “contract or lease” but not as a deed. There were other discrepancies. No recording information for the 1906 document was mentioned in the 1908 release. Mills argued that there was a latent ambiguity (an ambiguity appearing by reason of some collateral matter). Mills contended that reference to 1907 really meant 1906.

Mills’ efforts were rejected, including the testimony from the lawyer. The 1908 release was unambiguous and there was no connection between the two instruments.

In an odd twist, the parties stipulated that if Mills lost they would nevertheless own a small interest in the property. Thus, Mills took nothing from the court but ended up with four percent of the minerals from the stipulation.

RIP, harmonica great James Cotton. He could do it with Howlin’ Wolf, Muddy Waters or his own band.

maneiri-1A phrase currently in common usage begins with “‘cluster” and ends with a vulgarity that has been around for centuries. Saheid v. Kennedy presents facts that pretty much exemplify the meaning of the phrase:

  • While living in England, start out to buy a hotel in New Orleans,
  • have no experience in Louisiana mineral transactions,
  • when the hotel falls through, buy 1096 acres with 500 wells in northernmost Caddo Parish,
  • do zero title due-diligence,
  • memorialize the $4 million transaction with a one-page handwritten document,
  • close the deal three weeks later with an Act of Credit Sale,
  • pay royalties for four years and then dispute the obligation,
  • when disagreement ensues sign another “contract” that doesn’t really help,
  • sum it all up by testifying as to your “confusion” about the transaction.

The one-pager for the 1096 acres provided: “Seller [Gish] to give a best effort to deliver to Buyer [Saheid] the remaining 12 ½% Gish family oil and gas lease holding.” Saheid’s purchase price would be reduced by $400,000 if Gish couldn’t deliver the minerals within five years. Saheid paid royalty to the Gish relatives for almost four years. Saheid and Gish later entered into a “contract” in which they agreed that the Saheid payment would be reduced and Gish would continue to withhold the 12.5% royalty.

What legal points are at play?

Not much about titles, a lot about parol evidence, which is admissible when:

  • the terms of a contract are susceptible to more than one meaning,
  • there is ambiguity as to its provisions, or
  • the intent of the parties cannot be ascertained from the language used.

Four witnesses sorted out the mess. And as one might expect, the testimony was confusing and contradictory. Saheid had never purchased mineral interests before and said he was unaware of the 12.5% being claimed by the family. His title-examiner expert testified that the public records showed there was no written contract for the 12.5% mineral interest. But he agreed that it was Gish’s right to sell 87.5% and keep the rest if the agreement so specified.

The court concluded that Gish did not intend to sell and Saheid did not intend to buy the entire mineral interest. Gish was selling 100% of the tract and 87.5% of the minerals, which is a reasonable concession for accepting a partial payment and owner financing. The court referred to Saheid’s “imperfect understanding” of the transaction.

Takeaways

  • Due diligence = good business, sloppiness and haste = bad business.
  • Lame, one-page agreements are seldom sufficient for anything, much less a $4 million land and mineral trade.
  • Paying royalties for four years and then saying you thought you owned the minerals = not persuasive.
  • Entering into a contract before you understand it = bad business.

If Saheid had stopped in Opelousas instead of turning north to Shreveport, maybe he could have avoided this mess.

Good - Better - Best. On the black bacground
Good – Better – Best. On the black bacground

Co-author Katie English

McCabe Trust v. Ranger Energy LLC, is the consequence of failing to comply with the Texas Property Code when correcting real property conveyances.

The simplified facts

  • In 2008, Mark III executes a mortgage granting a bank a security interest in property described in an attached exhibit which included certain oil and gas leases.
  • In 2011, Mark III assigns overrides in the leases covered by the mortgage, plus two additional leases, the McShane Fee and Brice, to the McCabe Trust and the Rochford Trust.
  • In January 2013, a revised mortgage is recorded, replacing the original exhibit with one including the McShane Fee and Brice leases. It is not executed by the bank or Mark III.
  • The bank transfers the mortgage to Ranger Energy.
  • Ranger forecloses.

Ranger asserted that the Trusts’ overrides in the McShane Fee and Brice leases were extinguished by the foreclosure sale. The trial court granted judgment for Ranger.  The appellate court reversed and remanded.

Why the reversal? Blame the Texas Property Code

A correction instrument that complies with the Property Code is effective as of the date of the original conveyance. The statutory requirements for correction instruments differ based on whether the correction is a material change or nonmaterial correction.

A nonmaterial change

Section 5.028 allows a person with personal knowledge to execute a correction instrument making a nonmaterial change of an inadvertent error, including the addition of an inadverantly omitted legal description.

A material correction

Section 5.029 allows the original parties to the transaction or their successors to execute a correction instrument making a material correction, including “the addition of land to a conveyance that correctly conveys other land.”

The decision

The 2013 revisions added two additional leases to a mortgage which correctly conveyed interests in other leases.  The addition was a material correction. The corrective instruments were not retrospectively valid because they were not signed by the parties who originally executed the instruments. Thus, they were not notice to subsequent buyers of the facts stated therein. Foreclosure of the revised mortgage did not extinguish the Trusts’ overrides in the two leases.

The dissent

The dissent agreed with Ranger that adding the two leases was a nonmaterial change but argued that the Trusts were not bona fide purchasers.  The dissent would say the Trusts’ interests were extinguished.

Takeaways

There are several:

  • Statutory requirements for correcting a real property conveyance differ depending on the circumstances.
  • These provisions date from 2011. If you haven’t dusted off the Code since the Longhorns were successful on the gridiron, be warned.
  • The general rule is that first in time is first in right. There will be times when you will need the correction to relate back.
  • If there is a question whether a change is material or nonmaterial, have all original parties to the original transaction (or their successors) execute the correction.

Recall my desire to criminalize lame cover songs. Immunity should be granted for good ones. For example, we have the very outstanding Curtis Mayfield original, and the almost-as-good Huey Lewis cover.

speed limitToday’s “pay attention” edition begins with a quiz. What is the most important thing to read carefully:

a. Speed limit sign in small-town (insert name of Southern state).

b. Itinerary for that dream vacation, the one with multiple layovers of varying durations in airports and time zones far from your own.

c. Title documents to which you affix your John Hancock.

d. Prep instructions before the colonoscopy.

Scott v. Peters, et al. reminds us of the directive imposed by Oklahoma’s constructive notice doctrine:  Read and understand documents that you sign affecting your land. (Helpful hint: It’s no different in other states).

The events

  • 1997 – Warranty Deed filed with the county clerk, Scott conveys 120 acres to Peters; later says he only conveyed the surface.
  • 2000 – Warranty Deed filed, Scott conveys another 40 acres to Peters; retains no minerals
  • 2001 – Warranty Deed filed, Scott grants the same 120 acres to Russell; no reference to mineral reservation.
  • 2001 – Russell conveys the 120 acres to Wichert; no reference to mineral reservation.
  • 2002 – Peters discovers the Wichert deed; obtains a quitclaim from Wichert; leases the minerals under the entire 160 acres.
  • 2014 – Scott sues Peters to quiet title in the minerals under both tracts.

 The issue 

When did Oklahoma’s five-year statute of limitations for reformation of a deed begin to run? Resolved: When the document was filed of record, even if Scott didn’t understand what it said.

Scott argues: Limitations for reformation of the 1997 deed didn’t begin to accrue when the deed was filed. It did contain a mineral reservation, but the reservation was insufficient. A layman such as himself couldn’t be held to know the legal effect of such an insufficiency until the legal effect was questioned. He relied upon Oklahoma’s equitable 15-year limitation statute.

Peters responds: Constructive notice was imposed upon Scott by the filing of the deed in 1997; thus the suit was untimely.

Scott acknowledged that he was precluded from challenging the 2000 deed, but argued that the statute was tolled until he learned of an issue regarding the insufficiency of the reservation in the 1997 deed.

The court opines – Scott should have read his deed

Scott’s suit was untimely. He had an opportunity and obligation to read the 1997 deed and at least inquire as to what he was signing. He was required to be diligent in investigating the transaction. This, he did not do.

Even if the mineral reservation in the 1997 deed had been unartfully drafted and was insufficient, Scott attempted to convey the exact same property in 2001 with no reservation whatsoever. Thus, at least as of 2001 Scott was on notice as to what the deed expressed. Had he timely sought to reform the deed, his suit might have succeeded.

The statute began to accrue a least with Scott’s 2001 deed to Russell with no reservation. At that time Scott was on notice that he had no minerals.

Quiz answer

Its a trick question. All answers are correct sooner or later. In Mr. Scott’s case, it’s obvious.

A musical interlude for Mr. Scott.

burning moneyMEMORANDUM

From: Legal Department

To: Accounts Payable

Re: What we learned from Shell Western E&P, Inc. v. Pel-State Bulk Plant, LLC

________________________________________________________________________

Just received notice of a Texas subcontractor’s mineral lien? DO NOT continue to pay the contractor. He hasn’t paid the subcontractor. Think you owe nothing on the well on which the lien will be filed? Think what you owe the contractor is not related to the lien? Both good questions, but it might not matter.

If your contractor is insolvent you’ll pay twice, and your standing with the boss will take a major hit.

________________________________________________________________________

Under Chapter 56 of the Texas Property Code a property owner receiving a mineral subcontractor’s lien notice may withhold payment to the contractor in the amount claimed until the debt on which the claim is based is resolved.

Pel-State was a subcontractor for frac jobs in 11 Shell wells.  Pel-State sent Shell a notice that the contractor was not paying for the sub’s work and then perfected a mineral lien.

The dispute was whether the lien amount was $3.19 million or $713,000. The mineral property owner is not liable to the subcontractor for more than the amount the owner owes the original contractor when the notice of lien is received.

A lesson on the Master Service Agreement 

The source of Shell’s misery was its Master Service Agreement with the contractor. When Shell received Pel-State’s lien notice Shell owed the contractor $11 million and thereafter continued to make payments to the contractor.  Bad call.

Shell owed nothing to the contractor on what it considered to be the contract under which Pel-State claimed a lien. Shell owed only $713,000 for the wells on which Pel-State performed work.

Under the MSA no specific work or a price was agreed upon. Those were determined by separate work orders for each job.  The court concluded that the multiple work orders under the MSA comprised a single contract. Where several instruments executed contemporaneously or at different times pertain to the same transaction they will be read together although they did not expressly refer to each other.

What about the Property Code?

Under Section 56.006 the operator cannot be liable to a subcontractor for an amount greater than the amount agreed to be paid under the contract for furnishing material or labor.  Because the MSA was one contract, the court rejected Shell’s argument that a lien should only apply on the work orders for the wells upon which Pel-State provided work.

Pel-State was entitled to collect from Shell for all work performed under the Shell/contractor MSA, under which Shell owed $11 million. The court affirmed Pel-State’s $3.19 million recovery.

Section 56.043 – a safe harbor

This provision, if used properly, protects the operator from liability.  But he has to stop paying the contractor once he receives a notice. Under this opinion, any limitation on the amount of the subcontractor’s lien must be determined by the state of the account between the property owner and the operator, not by amounts that might be owed on a particular work order or field ticket.

Musical interlude – more Bob

Can’t get enough of Bob Dylan songs of loss, sadness and unrequited love, especially when he’s not singing?

Tomorrow is a Long Time

Boots of Spanish Leather

Farewell

Les urges the Tigers to read energyandthelaw.
Les urges the Tigers to read Energy and the Law.

Square Mile Energy LLC v. Pommier considered this language in a Louisiana partition agreement: “N.B: Included in this transfer are any and all mineral rights, when available, to Roxanne and all surface rights.” Did this language include an interest in a mineral servitude inherited by Paul as co-owner with his siblings?

To answer the question, a few facts are in order. Paul and his siblings inherited five tracts of land in Vermilion Parish. Paul and Roxanne acquired Tract 2 during their marriage, with Paul and the siblings reserving all minerals. Upon Paul and Roxanne’s divorce they executed the partition agreement, in which Roxanne was granted Tract 2.

Roxanne’s position

  • She and Paul owned Tract 2 as community property.
  • A fundamental rule of Louisiana law is that a conveyance of land carries with it all the incidents of ownership, including mineral rights, except such rights as may be expressly reserved.
  • The mineral rights were not expressly excepted in the transfer and therefore the agreement unambiguously transferred a portion of Paul’s mineral rights to Roxanne.

The court did not agree

  • “When available” rendered the clause ambiguous. Based on affidavits and the Judgment of Possession by which Paul and the siblings inherited the property, the court concluded that the parties did not intend to transfer ownership of Paul’s interest in the mineral servitude to Roxanne.
  • Paul was co-owner with his siblings and not the owner of the mineral servitude under Tract 2. Therefore, he could not have transferred the minerals.
  • The plain language of the document compelled the conclusion that the parties intended that the mineral rights would transfer to the owner of the surface after 10 years of nonuse.
  • The contract was a “Partition of Community Property”. The stated intent was to liquidate the community which formerly existed between them. Paul’s interest in the mineral rights was his separate property.
  • The agreement required Paul to transfer all of his right, title and interest in the tract. To interpret the document according to Roxanne would render the language in the N.B. clause superfluous.

Eventually, one of these days, at a time further in the future than Roxanne would like, after cessation of current production on the tract, plus 10 years of nonuse, Roxanne will get her ownership of the minerals.

And our musical interlude, appropriate for the season.

unhappy partyLongoria v. ExxonMobil is like throwing a big party but failing to invite all the right guests.

The Longorias – 59 of them – sued producer-defendants over ownership of 9,200 acres in Brooks County, Texas, acquired in the 1800’s. Plaintiffs claimed their ownership was not recognized in subsequent conveyances and judgments and sought an accounting, damages for conversion of their share of production, to quiet title, and to declare their ownership in the mineral estate.

Trouble for the Longorias

Plaintiffs identified 82 absent interest owners as “Necessary, Nominal Parties” – let’s call them the “uninvited” – but did not join them as defendants. Facing motions to abate and to dismiss, Longoria claimed the uninviteds were not necessary because there was no claim against them. But their pleadings made claims on their interests. The court denied that argument.

Alternatives to joinder and service

Longoria offered to pay the unserved interest owners amounts equal to the royalty paid by the producers for as long as production continued.  Like a party favor for not even being invited. The court dismissed that rationale. If the plaintiffs won the suit the producers’ interests would be diminished. The “uninvited” wouldn’t be bound by the judgment, and could continue to look to the producers for payment of 100% of their royalty.

How long is long enough?

Longoria argued that they served 57 of 64 absent owners (producers argued it was fewer) and weren’t allowed sufficient time to locate and serve the others.  Observing that they had been given nine months to accomplish this task, the court concluded that the Longorias, having made half-hearted efforts at service, were not diligent in pursuing the unserved interest owners.

To understand this result, you need to know that this dispute is the progeny of a suit originally filed in 2004. In a 2008 opinion this same court dismissed that suit on the more or less same grounds as this one, but without prejudice, giving the Longorias another chance to assemble the proper guest list.  Looks like the court finally invoked a judicial curfew, sending everybody home.

Finally, Longoria asked the court to allow substituted service on the unserved defendants.  The denied the motion. It was late and was defective because it was not supported by an affidavit. Even new affidavits filed with a motion for new trial were insufficient because they stated conclusions with no supporting facts.

The takeaways

  • A suit is likely to be dismissed if all parties whose interests could be affected by a judgment are not before the court.
  • Left unsaid in the opinion is that if a party is deliberate in refusing to do what the court orders, the court’s patience will eventually run out, with unpleasant results. In this case, 12 years was enough.

A musical interlude, dedicated to the Longorias’ empty feeling as the producer-defendants and the court of appeal leave the party, hand in hand.

cruellaThis narrative about a daughter gone bad is for title examiners, landmen and moralists. Business development persons, skip straight to the lesson.

The background

Elvira owned a home and lived with Johnny. Elvira and Johnny were named managing conservators for her three grandchildren after a daughter died. The grandchildren lived at the house. Elvira and Johnny signed a “March 11, 2005 Will”, handwritten by Johnny. It said that the house would be equally owned by the grandchildren and nothing would be done to the house without their authorization. All the players knew of the document.

Irma wants it all

Elvira and daughter Irma has a history of not getting along. Fast forward to 2009. At trial it was established that Elvira, along with physical maladies, suffered from psychosis, dementia, and Alzheimers. Notes of a nurse at her nursing facility described her as confused, combative, and unable to find her room without assistance. Irma and Elvira met at a Starbucks and Elvira signed a Warranty Deed, prepared at Irma’s request, conveying the home to Irma and husband in exchange for a “love and affection” (Imagine how the jury received that information). The notary knew something was up when Irma asked if Elvira needed to be present for him to notarize the document. Wasting no time, Irma filed the deed of record the day after signing.

Irma changed the locks on the house and denied access to Johnny. A year after the trespass to try title suit was filed by Johnny and the grandchildren, Irma and husband made improvements to the property.

Was the will effective?

No. The will was not attested to by two witnesses.  It could have been a holographic will if it had been written wholly in Irma’s handwriting. Remember, it was handwritten by Johnny.

Was it a gift deed?

No. The will was not acknowledged, witnessed or recorded. Delivery of the property is required but it need not be actual or immediate. Delivery could be constructive. So far so good.

An unrecorded or unacknowledged instrument is binding on the parties to the instrument, their heirs, and a subsequent purchaser who does not pay valuable consideration or who has notice of the instrument (in other words, not a bona fide purchaser for value). The question, then, was …

What was Elvira’s intent?

To be a gift, the donor must intend immediate and unconditional vesting of her ownership interest in the donee. The will did not absolutely and irrevocably divest Elvira of title, dominion and control of the property.  The 2005 “will” was not a gift deed. And Elvira clearly did not have the requisite capacity to sign the 2009 Warranty Deed.

Could Irma and husband recover their improvements?

No, thank goodness. Under the Property Code a defendant in a trespass to trial title action who is not the rightful owner of the property, but who has possessed the property in good faith and made permanent and valuable improvements is either:

  • entitled to the amount by which the value of the improvements exceeds of the use and occupation. or
  • liable for the amount by which the value of the use of and waste or other injuries exceeds the value of the improvements.

The Property Code does not allow for direct reimbursement of money. Receipts for material and labor were not helpful. There was no evidence as to the value of the improvement, and there was no evidence whether the value of their use and occupancy outweighed any increase in the property’s value.

The lesson

This musical interlude is for Irma’s soul.

And while we’re on the harmonica, an analogue for her behavior.

PS: Nothing personal to Irma. I’m only extrapolating.

mr. cleanBehold Mr. Clean. Even he can’t remove a pesky stain as skillfully as the landman who framed the conversation in a way that washed out a lessee. See Anadarko Petroleum Corporation v. TRO-X, LP

Did the lessee retain any interest in the mineral estate after its sublessee and the lessors filed a release of the leases and, unbeknownst to the lessee, executed new leases  In the end, the new leases weren’t governed by anti-washout provisions. The lessee was washed out.

First, the background

Five leases in Ward County, Texas, were executed in 2007. An offset well obligation was triggered by the completion of a producing off-lease well. If the lessee failed to timely commence operations after demand, the lessee would surrender a portion of the lease.

Lessee TRO-X executed a sublease and a Participation Agreement with Anadarko, reserving a back-in that would extend to renewals, extensions or top leases taken within one year of termination of the underlying leases.

In 2008 a neighboring well was completed (by Anadarko, of all people) that arguably triggered the offset provision. Anadarko the sublessee failed to drill an offset well. Two years later the lessors asserted their right to terminate the lease and demanded a release. Anadarko concluded that the demand automatically vested the mineral interests back to the lessors.

In 2011, Anadarko and the lessors signed new leases. The release of the old leases was recorded 13 days after recordation of the 2011 leases. The trial court found that the 2011 leases were top leases and TRO-X was entitled to its back-in.

The court of appeals thought otherwise. Because of the 13-day delay between recordation of the new leases and the release, TRO-X needed to demonstrate that the lessors intended for the new leases to function temporarily as top leases until the transaction was fully consummated (by the release). The court believed that the separate release was an ancillary formality to the new leases.

What was so special about the emails?

The lessors representative assumed the new lease would be an extension of the 2007 leases. The Anadarko landman made it clear that they were not requesting an extension of the 2007 leases, but that they considered the 2011 leases as new leases. In the ensuing emails the lessor never disagreed. He probably didn’t care. He was focused on the bonus, term and a continuous drilling obligation.

My kingdom for a scintilla

There was no evidence suggesting the lessors’ actual intent. TRO-X had the burden of raising more than a scintilla of evidence to support its claim.  A jury may not reasonably infer an ultimate fact on “circumstantial evidence which could give rise to any number of inferences, none more probable than another.” You would assume the lessors’ representative was deposed and the result was not helpful to TRO-X.

The result hinged on what the lessors intended when they signed the 2011 leases. The mere execution and recording of a release after execution of the new leases, without more, was not legally sufficient evidence that the lessors intended for the leases to function as top leases until the release was executed and recorded.

 Our musical interlude considers TRO-X’s likely take on what happened to its back-in.

production paymentMust a production payment out of four oil and gas leases be proportionately reduced if two of the leases expire because production ceased? In Apache Deepwater, LLC v. McDaniel Partners, Ltd., the Texas Supreme Court says yes. Absent express language in the assignment to the contrary, this general rule applies:  When an assigned lease terminates, a production payment (like an override) created in that lease is extinguished.

The instrument

A 1953 assignment of a production payment to McDaniel’s predecessor covering four leases in Upton County was a 1/16th of 35/64ths of 7/8ths in all four leases. Apache Deepwater acquired the four leases (after a wrong turn at Sabine Pass?). By the time of the acquisition two leases were of a 35/64ths mineral interest and two others were 3/64ths.

Tracts on two leases had expired for lack of production. Apache reduced the payment proportionately.

McDaniel’s losing proposition

The equation, 1/16th of 35/64ths of 7/8ths, states the production payment as a percentage of the cumulative working interests. This indicates the parties’ intent to burden the individual leases jointly with a production payment based upon the original cumulative working interest conveyed. The production payment was reserved from the conveyance as a whole, binding all of the leases jointly.

The result, and why

The production payment must be reduced when a lease expires. Neither the inclusion of four leases in a single instrument nor the instrument’s statement of the cumulative interest as a single fraction demonstrates that the parties intended the production payment to be carved from other than each lease. To the contrary, the phrase following the fraction ties the reservation to the assigning party’s interest in the “respective” leases. The court referred to Webster’s for the meaning of “respective’ and concluded it means “particular” or “separate”. This indicates that the interest pertains to each lease separately. The assignment neither states, implies, nor suggests the production payment would be unaffected by the termination of the leaseholds from which it was carved.  The assignment fixed the dollars in volume of oil to be delivered but that does not necessarily inform the rate at which it was to be delivered.

Takeaways

  • If the remaining leases hold up McDaniel will get his money, just not as quickly;
  • The parties could have written the assignment differently to achieve a different result;
  • Title examiners: Study the language carefully but keep the general rule in mind;
  • Everybody else: Hand off an instrument like this one to your title examiner.

Musical interlude

Many great song covers vary so much from the original as to be almost unrecognizable. For example, here is the original. Here is the cover. NOT SO FAST!  Having squandered so much of your precious allotment of waking hours reading this far, take a moment to waste a little more.  Go to the second cover; obscure enough of the screen so you can’t see the title (use that notepad where you’re recording your post-rebound getting-rich fantasies); hit “play”; see how long it takes to recognize the tune.

Or just forget it and get back to work.