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.

wild goose chaseCo-author Alexandra Crawley

Thanks to In re Reichmann Petroleum Corp., we know one that works in Texas: A lien affidavit attaching either a plat or a plat and a Texas Railroad Commission Form W-1 provides an adequate property description for a mineral lien against an entire lease under the Texas Property Code.

Current practice – chase the wild goose

To have a valid mineral lien the claimant must file an affidavit in the Official Public Records of the county where the lease lies containing a “description of the property”.

Contractors often only identify a well name and county on their invoices.  When they run to their lawyers at the last minute for a lien, the wild goose chase ensues:  The lawyers navigate the user-unfriendly Railroad Commission web site and online county records (where available) seeking a “sufficient” description of the property for the affidavit. (Clients: Why do you wait so long? You’ve known for weeks the operator is a deadbeat.)

A better way

Reichmann provides much needed clarity, especially when the claimant can’t obtain the best description – from the lease – because of the pressure of time. Now, a plat or a plat and a Form W-1 will get you a lien on the entire lease, not just the portion depicted on the plat.

The court looks at what the statutory says 

Reichmann was an operator of oil and gas properties and sought bankruptcy protection. Creditors claimed mineral liens on  leases. Reichmann objected to several liens on the grounds that the property descriptions were inadequate, arguing that “a description of the land, leasehold interest, pipeline, or pipeline right-of-way involved” should be construed to be equivalent to the statute of frauds standard, which requires “exactness”.

In finding that Chapter 56 does not require a description as stringent as the statute of frauds, the court looked to the statutory mechanic’s lien standard, which requires a “legally sufficient” description.  That is lesser than the statute of frauds standard, and the mineral lien statute requires even less, by omitting “legally “sufficient”.

Said the  court: An affidavit with an RRC plat was adequate because it would “enable a party familiar with the locality to identify with reasonable certainty the premises intended.”

The objectors argued that the lien did not attach to the entire lease, but only to that part reflected in the attached plat.  The court disagreed, citing Mercantile National Bank at Dallas v. McCollough Tool Co., where in 1953 the “Texas Supreme Court gave a materialman a lien on an entire lease for work done on just one well under what is now Sections 56.001 and 56.003”, and Dunigan Tool  & Supply v. Burris (1968) “where a Texas Court of Appeals interpreted what is currently Chapter 56 to hold that the statutory language allows a lien to exist upon an entire leasehold interest upon which materials were delivered to or used.”

The liens applied to the entire lease “because the information provided helped to identify the nucleus of information that would identify relevant leases even without a complete lease attached.”

Musical interlude

The common element of today’s offerings is feathers: This kind and then there is this kind.

elvis_presleySpecial thanks to Gray Reed colleagues Paul Yale and Dominic Salinas for this post.

Weary of having to solicit those pesky subordinations of pre-existing mortgages to your recently-acquired oil and gas leases? Tired of chasing down the third assistant to the fourth vice president for loan servicing just to obtain one simple document? The 2015 Texas legislature was listening to you.

Beginning on January 1, the “first in time, first in right” rule no longer applies to the relationship between a real estate mortgage and a later-recorded oil and gas lease. By House Bill 2207 a prior mortgage is, for the most part, subordinated to a subsequent oil and gas lease.  Where a lease is taken on land that is already subject to a mortgage and the mortgage is foreclosed, the oil and gas lease will not terminate, even if the lease has not been subordinated to the mortgage.

But wait – a practice tip!

It’s not that simple. One historical effect of mortgage foreclosure does not change: The lessee loses the right to use the surface of the foreclosed property for oil and gas operations. It is an improvement; prior to HB 2207 the entire lease was extinguished.  The loss of surface rights will not likely be an issue on smaller tracts, but could pose a problem on larger tracts. If you intend to use the lease for a drillsite, go ahead and get the subordination.

Another thing that didn’t change:  Royalty payments coming due after the sale pass to the purchaser of the foreclosed property.

A question remains

The Bill does not apply to a security interest that does not attach to a mineral interest. So what about proceeds of the sale of oil and gas, which are personal property, not a real property interest. If a security interest covers proceeds (and many of them do), could a foreclosure in effect wash out the oil and gas lease anyway? We don’t pretend to know the answer to that question.

Why did it pass?

The legislation will result in savings in time, energy, and legal and land costs. The bill was supported by producers and industry groups such as TIPRO and the Texas Alliance of Producers. Think about urban and suburban areas such as the Barnett Shale, where most lessors are homeowners with a mortgage. Under the new law the lease will continue. The only change will be that royalties payable to the lessor pre-foreclosure become payable to the purchaser post-foreclosure.

In 1954 Sam Phillips was looking for white guy who could sing like a black guy. He found him in Elvis Presley. To celebrate Elvis’s birthday (and with apologies to David  Bowie) our musical interlude features a worthy successor, Saint Paul and the Broken Bones.

 

mosesDid Moses worry about the mineral rights when he parted the Red Sea?  Maybe Charlton Heston knows. What we know is that 3,500 years later if you plan to partition surface rights, the time to pay attention to the minerals is now.

In Hosek v. Scott, the parties had a deed partitioning the surface estate of 338.54 acres in Atascosa County, Texas. The partition deed said:

“This partition does not include any of the oil, gas and other, minerals in, on or under the [land], and same are to remain undivided for a period of [25] years from date hereof and as long thereafter as oil, gas or other minerals are produced in paying quantities from the [land].”

The question

Did the minerals revert to the owners of the surface estates after the period lapsed during which partition of the minerals was prohibited?

After the partition Hosek owned 207.77 acres (except 38.5 owned by Scott) and Scott owned 130.77. Scott conveyed the 38.5 acres to Hosek subject to the reservation of all minerals reserved in the partition deed.

Scott argues: Since the minerals were never partitioned he continues to own an undivided half interest in minerals under the Hosek tract.

Hosek responds:  The meaning of the deed is ambiguous and thus a fact issue exists.  The language intended that the undivided mineral interests revert to the surface owners after the expiration of 25 years and cessation of production.

Are there two reasonable interpretations of the partition deed?  If so, we need a trial. If not, judgment for Scott.

(I’ll skip the rules of contract construction that you’ve seen in this space before).

The answer

The minerals did not “revert” to the surface owner at the end of the 25 years. The deed expressly excluded minerals from the partition and the deed does not have language stating that the minerals would be partitioned at the end of the 25 years. Accordingly, Hosek’s interpretation would require the court to add language to the partition deed.  That, the court is not permitted to do.

The court ruled that the partition deed can be given a definite and certain meaning as a matter of law and is therefore unambiguous. The parties’ intent is expressed in the four corners and restricted partition of the minerals for the 25 years. At the end of that period, the restriction was lifted and the parties had the unrestricted right to partition the minerals, or not. They did not partition the minerals after the end of the 25 year restricted period. Scott wins.

I’m breaking my promise …

… never to write on climate change because the subject is too politicized. But this, from the announcement following the Paris climate change conference is too good to ignore:

Also request the Subsidiary Body for Scientific and Technological Advice to undertake a work programme under the framework for non-market approaches to sustainable development referred to in Article 6, paragraph 8, of the Agreement, with the objective of considering how to enhance linkages and create synergy between inter alia, mitigation, adaptation, finance, technology transfer and capacity-building, and how to facilitate the implementation and coordination of non-market approaches.”

This 66-word morass of abstractions is what we’ve come to expect from bureaucrats, and it dismisses free markets for … what?  Here is Forbes‘ take on it. Michael Lynch says only a lawyer would love it. I object; that monstrosity is an insult to lawyers.

In honor of our special guest Moses we wish you Happy Holidays.