Forfeiture, Unconscionability, and Perpetual Coal Leases under West Virginia Law: Commentary on Rockwell Mining, LLC v. Pocahontas Land LLC

Introduction

This commentary examines the Fourth Circuit’s unpublished decision in Rockwell Mining, LLC v. Pocahontas Land LLC (Nos. 24‑2051 & 24‑2110, 4th Cir. Dec. 5, 2025). Although unpublished and therefore not binding precedent in the Fourth Circuit, the opinion is a detailed and consequential application of West Virginia law to a familiar but increasingly contentious problem in Appalachian mineral law: how courts treat old, low‑royalty, long‑term (effectively perpetual) coal leases in a modern economic and corporate environment.

The case arises out of a 1937 coal lease covering 10,000 acres in West Virginia. The lease:

Provides a flat‑rate royalty of $0.10/ton (decreasing with volume);
Contains a broad, general forfeiture clause (Article Nineteen);
Contains an anti‑assignment clause (Article Sixteen), later strengthened by a 2015 amendment; and
Gives the lessee a unilateral right to renew every 20 years until all coal is mined (Article Twenty‑Three).

In today’s market, the royalty rate is so low that the lessor, Pocahontas Land LLC, claims it does not even cover overhead. Pocahontas sought either:

Termination (forfeiture) of the lease, based on alleged breaches of the anti‑assignment clause, or
Reformation/termination of the royalty and renewal provisions on the ground of unconscionability.

The district court held the lessee, Rockwell Mining, in breach of the anti‑assignment provisions, but refused to order forfeiture or reform the lease. The Fourth Circuit affirmed, holding that:

The lease’s general “any breach” forfeiture clause is unenforceable under West Virginia law;
Equitable (non‑contractual) forfeiture is inappropriate because an adequate legal remedy exists and there is no “extraordinary hardship”; and
The lease is neither procedurally nor substantively unconscionable under West Virginia’s sliding‑scale unconscionability doctrine.

Taken together, the opinion powerfully underscores that, under West Virginia law, sophisticated parties will remain bound by disadvantageous long‑term mineral bargains absent narrow, specifically drafted forfeiture language or true unconscionability in both process and substance.

I. Background of the Case

A. The 1937 Lease and the Parties

In 1937, Loup Creek Colliery Company (lessor) granted Koppers Coal Company (lessee) a coal mining lease over approximately 10,000 acres in Wyoming and Boone Counties, West Virginia. At the time:

Koppers Coal was ultimately controlled by Koppers United Company, itself largely controlled by the Mellon family.
Koppers United held 40% of the voting stock of Loup Creek’s parent, the Virginian Railway.

This partial overlap reflected the historical symbiosis between railroads and coal operators: the railroad invested heavily in rail infrastructure and benefitted from coal shipments; the coal company invested in mines and benefitted from transportation access. The record shows that the lease terms were negotiated over six months between two sophisticated commercial entities.

Four provisions of the 1937 lease are critical:

Article Three – Flat‑Rate Royalties
A tiered flat royalty structure starting at $0.10 per ton for the first 500,000 tons per year, decreasing by one cent per ton for subsequent volume tiers.
Article Sixteen – Anti‑Assignment Clause
Prohibits assignment, mortgage, conveyance, subletting, or underletting of the lease without the lessor’s consent.
Article Nineteen – General Forfeiture Clause
Allows the lessor, at its election, to declare the lease forfeited if the lessee “shall fail in the performance or observance of any of the terms, conditions, covenants and agreements herein,” with re‑entry and repossession rights, and specifies that these remedies are “merely cumulative.”
Article Twenty‑Three – Unilateral Perpetual Renewal
Gives the lessee the unilateral right to renew the lease every 20 years “until all the coal has been mined or removed.” The lease has been continuously renewed; the current term runs to 2037.

Pocahontas Land LLC became successor lessor in 1965. Rockwell Mining, LLC (and related Blackhawk Land and Resources, LLC) obtained the lessee’s interest through a bankruptcy transfer in 2015. At that time, the parties executed a 2015 Amendment strengthening the anti‑assignment clause.

B. The 2015 Amendment and Subsequent Corporate Events

The 2015 Amendment added a crucial “change‑of‑control” concept to the anti‑assignment clause:

a transfer of control of the lessee therein shall be an event of assignment requiring Pocahontas Land’s consent, and shall be deemed to have occurred whenever 50.1% or more of the lessee’s capital stock or membership interests shall become subject to the direct or indirect control of persons or entities, some or all of whom are different than those persons or entities which directly or indirectly control that portion of the lessee’s capital stock or membership interests as of the effective date…

Two sets of events triggered the present dispute:

January 2020 – Mortgage of the Lease
Blackhawk Mining LLC (Rockwell’s parent) went through Chapter 11 in 2019. As part of its exit financing, Rockwell pledged the 1937 lease as collateral under two deeds of trust in January 2020, without obtaining Pocahontas Land’s consent. Pocahontas issued a default notice, asserting violation of Article Sixteen’s prohibition on mortgaging the lease.
June 2020 – Corporate Merger
Blackhawk Mining merged with another company. Pocahontas was notified the day before signing but did not consent. Pocahontas issued another default notice, claiming a “transfer of control” under the 2015 Amendment requiring consent.

Both deeds of trust contained “savings clauses” purporting to state that the mortgage “shall not constitute an assignment or encumbrance…within the meaning of any provision [of the lease] prohibiting its assignment or encumbrance.” The Fourth Circuit explicitly declined to reach the validity of these clauses because its ruling on remedies made that question immaterial.

C. District Court Proceedings

Rockwell filed suit for a declaratory judgment that the 2020 merger did not breach the lease. Pocahontas responded with three counterclaims seeking declarations that:

The fixed royalty provision (Article Three) was unconscionable and subject to reformation or termination;
The consent requirement of Article Sixteen (as amended in 2015) was enforceable and that the 2020 merger breached it; and
The prohibition on mortgaging (Article Sixteen) was enforceable and that the 2020 mortgage breached it.

On cross‑motions for summary judgment, the district court held:

No unconscionability: It granted summary judgment to Rockwell on the unconscionability counterclaim, finding no procedural unconscionability.
Breaches of anti‑assignment clause: It granted partial summary judgment to Pocahontas, holding that both the 2020 mortgage and the 2020 merger breached Article Sixteen (as amended).
No forfeiture or reformation: It denied Pocahontas’s request to terminate or reform the lease based on those breaches or on unconscionability.

Pocahontas appealed from the refusal to order forfeiture and from the unconscionability ruling. Rockwell cross‑appealed, arguing that the mortgage and merger did not actually breach the lease.

II. Summary of the Fourth Circuit’s Opinion

The Fourth Circuit (Chief Judge Diaz, joined by Judge Floyd and Judge Giles) affirmed the district court in full, but on a narrow ground:

Contractual forfeiture was unavailable because Article Nineteen is an impermissible “catchall, dragnet” forfeiture clause under West Virginia law, and neither Article Nineteen nor Article Sixteen specifically ties forfeiture to breaches of the anti‑assignment provisions.
Equitable forfeiture was also unavailable. Monetary damages are theoretically available (even if unprovable in practice), and the alleged breaches concern assignment without consent, not misuse or abandonment of land or non‑payment of rent. Those circumstances fall far short of the “extraordinary hardship” and lack of adequate legal remedy required by West Virginia precedents such as Allen v. Colonial Oil and Truby v. Broadwater.
Unconscionability was not established. Procedurally, the lease was negotiated at arm’s length between sophisticated, independent commercial entities. The Mellon family’s 40% interest in the lessor’s parent did not undermine that. Substantively, the royalty rate was commercially reasonable in 1937; unilateral perpetual renewal of mineral leases is valid in West Virginia; and an invalid forfeiture provision cannot be used to show unfairness. Even the combination of low royalty and unilateral renewal did not rise to substantive unconscionability under West Virginia’s “sliding scale” test.
Because neither forfeiture nor unconscionability‑based reformation was available, the court declined to address Rockwell’s cross‑appeal on whether the mortgage and merger in fact breached Article Sixteen. The district court’s finding of breach therefore remained undisturbed, but with no remedy beyond theoretical damages.

In short, Pocahontas Land is bound to its economically unfavorable 1937 lease, despite breaches of the anti‑assignment clause and changed economic realities, because West Virginia law:

Strictly construes forfeiture clauses in leases;
Disfavors equitable forfeiture where legal remedies exist; and
Applies a demanding, execution‑time‑focused standard for unconscionability in commercial contracts between sophisticated parties.

III. Detailed Analysis

A. Contractual Forfeiture and the Invalidity of Catchall Clauses

1. The West Virginia rule from Bethlehem Steel v. Shonk Land Co.

The leading West Virginia decision on lease forfeiture clauses is Bethlehem Steel Corp. v. Shonk Land Co., 288 S.E.2d 139 (W. Va. 1982), heavily relied on by the Fourth Circuit. In Bethlehem Steel, the West Virginia Supreme Court of Appeals:

Emphasized that “[t]he right to forfeit must be clearly stipulated for in terms, else it does not exist” (288 S.E.2d at 142); and
Rejected “catchall, dragnet forfeiture clause[s] for breach of any contractual covenant” as insufficient to meet the “strict standards” for valid forfeiture agreements (id. at 143).

Crucially, Bethlehem Steel holds that:

“The broken covenant or condition relied upon for forfeiture must be found . . . within the forfeiture clause.” (emphasis omitted)

In other words, a lease cannot be forfeited for breach of a covenant unless that specific covenant is either:

Explicitly referenced in the forfeiture clause itself, or
Contains its own embedded forfeiture remedy.

2. Application to Article Nineteen and Article Sixteen

Article Nineteen of the 1937 lease allows forfeiture if the lessee fails in the performance or observance of “any of the terms, conditions, covenants and agreements herein.” This is exactly the type of “catchall, dragnet” forfeiture language Bethlehem Steel condemns.

The Fourth Circuit holds that, under West Virginia law, such a clause is too broad to be enforceable. To support forfeiture for breach of the anti‑assignment provision (Article Sixteen), one of two things would have been required:

Article Nineteen explicitly referencing Article Sixteen (e.g., “for breaches of Article Sixteen, the lessor may terminate…”), or
Article Sixteen itself including a forfeiture remedy.

Neither condition is met. Article Sixteen merely prohibits assignments, mortgages, and changes of control without consent; it does not specify that breach results in lease termination. Nor does Article Nineteen single out Article Sixteen or anti‑assignment breaches. The only article that does contain a specific forfeiture remedy is Article Twelve (regarding mine surveys and maps), which states that non‑compliance allows the lessor, “at its option,” to “cancel and annul this lease.”

Article Twelve thus serves as an internal illustration of how the parties knew how to tie specific breaches to forfeiture but chose to do so only for certain covenants, not for all. This undercuts any argument that the parties intended the general clause in Article Nineteen to permit forfeiture for every conceivable breach.

3. Drafting Implications

For drafters of mineral leases under West Virginia law, this decision reiterates a clear rule:

Generic “any breach” forfeiture clauses are not enforceable.
To secure a forfeiture remedy, the lease must specifically and narrowly link forfeiture to defined breaches.
Particularly important covenants (like anti‑assignment, minimum production, or rent/royalty payment) should include their own remedies, including express forfeiture if that is the lessor’s intention.

Pocahontas Land attempted to leverage the general forfeiture clause to escape an economically outdated lease. The court’s refusal to honor that clause signals that, in West Virginia, lessors cannot rely on broadly drafted forfeiture provisions as a back‑door escape from old bargains.

B. Equitable Forfeiture: “Extraordinary Hardship” and Adequate Legal Remedies

1. The equitable standard: Allen and Truby

Apart from contractual forfeiture, West Virginia recognizes an equitable power to rescind or forfeit leases. As the Fourth Circuit explains, this power is reserved for exceptional cases:

Allen v. Colonial Oil Co., 115 S.E. 842 (W. Va. 1923), and
Truby v. Broadwater, 332 S.E.2d 284 (W. Va. 1985)

establish that an equitable forfeiture requires:

No adequate remedy at law (i.e., money damages are insufficient or unavailable), and
“Extraordinary hardship” to the lessor if the lease is allowed to continue.

West Virginia courts are skeptical of forfeiture; it is an “extraordinary” remedy, not a baseline option.

2. Adequate remedy at law: damages are available, even if unprovable

Pocahontas Land argued that equity should favor forfeiture primarily because:

It cannot show any monetary damages from the breaches; and
It is barred from a more meaningful remedy—nonrenewal—because Article Twenty‑Three grants the lessee a unilateral right to renew until the coal is exhausted.

But the Fourth Circuit is clear: the mere inability to prove damages does not mean damages are not an “available” remedy. Article Nineteen expressly preserves all legal and equitable remedies by stating that its remedies are “merely cumulative.” Thus, the lease structure contemplates legal damages as a remedy for breach.

Equity intervenes only when the legal remedy is structurally inadequate (for example, legal damages are inherently impossible or meaningless), not simply because the plaintiff’s case on damages is weak or nonexistent. On this point, the Fourth Circuit’s decision is a strong reaffirmation of the principle that courts will not “upgrade” a failure to prove damages into a right to rescind or forfeit.

3. “Extraordinary hardship” and the nature of the breach

The court then considered whether other equitable factors supported forfeiture. It cited Warner v. Haught, 329 S.E.2d 88 (W. Va. 1985), and other cases recognizing that “indifference, laches, and injurious conduct of the lessee” may justify equitable forfeiture where they cause extraordinary hardship, such as:

Misuse or abusive use of the land:

Adkins v. Huntington Dev. & Gas Co., 168 S.E. 366 (W. Va. 1932) (forfeiture of gas lease where lessee fraudulently drained gas from the lessor’s property through wells on adjacent land).

Abandonment or underdevelopment:

St. Luke’s United Methodist Church v. CNG Dev. Co., 663 S.E.2d 639 (W. Va. 2008) (partial rescission of oil and gas lease for underdevelopment).
Lowther Oil Co. v. Miller‑Sibley Oil Co., 44 S.E. 433 (W. Va. 1903) (recognizing that under certain circumstances of delay or fraudulent evasion of development obligations, equity may cancel an oil lease).

Repeated non‑payment:

Warner v. Haught, 329 S.E.2d at 96 (noting that repeated late or non‑payment of rent can support equitable forfeiture).

By contrast, the breaches here involved:

Mortgaging the lease without consent; and
Effecting a merger/change in control without consent.

There was no allegation that:

The coal was not being mined;
Royalties were unpaid; or
The land was being misused or abandoned.

In that context, the court held that equitable forfeiture is inappropriate. Pocahontas’s injury is essentially loss of control over who operates under the lease and inability to renegotiate an economically unfavorable deal. West Virginia’s “extraordinary hardship” threshold is not satisfied by those harms alone, especially when the lessee continues to perform the core obligations of mining and paying royalties.

C. Unconscionability: Sliding Scale and Execution‑Time Focus

1. The West Virginia unconscionability framework

West Virginia applies a “sliding scale” unconscionability test, derived from cases such as:

State ex rel. Richmond Am. Homes of W. Va., Inc. v. Sanders, 717 S.E.2d 909 (W. Va. 2011);
Brown ex rel. Brown v. Genesis Healthcare Corp., 724 S.E.2d 250 (W. Va. 2011) (“Brown I”);
Brown ex rel. Brown v. Genesis Healthcare Corp., 729 S.E.2d 217 (W. Va. 2012) (“Brown II”); and
Horizon Ventures of W. Va., Inc. v. American Bituminous Partners, 857 S.E.2d 33 (W. Va. 2021).

Two components must be present, though in varying degrees:

Procedural unconscionability – focuses on the fairness of the bargaining process. As Brown II explains, this includes “inequities, improprieties, or unfairness in the bargaining process and formation of the contract,” such as lack of meaningful choice, hidden terms, unequal sophistication, or coercion.
Substantive unconscionability – focuses on the fairness of the terms themselves. Per Brown II, this means terms that are one‑sided, overly harsh, or grossly favorable to one party.

Under Sanders, the more oppressive the substantive terms, the less evidence of procedural unconscionability is required, and vice versa. However, as Horizon Ventures emphasizes, both components must exist “at least in some small measure” for a term to be unenforceable.

Additionally, West Virginia measures substantive unconscionability as of the time of contract formation, not in hindsight. Troy Mining Corp. v. Itmann Coal Co., 346 S.E.2d 749, 754 (W. Va. 1986), instructs courts to ask whether the terms seemed unfair “as of the date of execution.”

2. No procedural unconscionability: arm’s‑length negotiation between sophisticated companies

On procedural unconscionability, the question is whether there was a “real and voluntary meeting of the minds” at execution (Brown I, 724 S.E.2d at 285). The Fourth Circuit (agreeing with the district court) concluded that:

Koppers Coal and Loup Creek were “sophisticated commercial entities”;
They engaged in a months‑long negotiation process;
There is no evidence of age, literacy, or comprehension problems; and
The terms were not hidden or unduly complex for sophisticated parties in this industry.

Pocahontas argued that the Mellon family’s effective control of both lessor and lessee (through Koppers United’s 40% stake in Virginian Railway) meant there was no true arm’s‑length bargaining. The court rejected this, noting:

40% voting control is significant but does not establish domination or control akin to one entity dictating terms to itself; and
No evidence was offered that this overlap actually skewed negotiations or prevented Loup Creek from seeking reasonable terms.

The court characterized the transaction as “an arms‑length negotiation between competent, independent business‑persons,” echoing the language of Blackrock Capital Investment Corp. v. Fish, 799 S.E.2d 520, 531 (W. Va. 2017), which tends to insulate commercial contracts from procedural unconscionability claims absent clear evidence of coercion or structural imbalance.

3. No substantive unconscionability: the royalty, perpetual renewal, and forfeiture clause

Pocahontas identified three allegedly unfair terms:

The flat 10‑cent per ton royalty rate;
The unilateral perpetual renewal right (Article Twenty‑Three); and
The broad forfeiture provision (Article Nineteen).

The Fourth Circuit dispatched each:

Royalty rate – Pocahontas’s own expert acknowledged that 10 cents per ton was “fairly representative of coal leases in Southern West Virginia” in 1937. Thus, as of the date of execution, the rate was commercially reasonable. The fact that it is now uneconomic for the lessor is a function of changing market conditions, not unconscionability.
Unilateral perpetual renewal – West Virginia has long recognized the validity of perpetual leases. The court cited Pechenik v. Baltimore & Ohio R.R. Co., 205 S.E.2d 813 (W. Va. 1974), which upheld perpetual lease arrangements. A unilateral renewal provision in a mineral lease, standing alone, is therefore not substantively unconscionable.
Forfeiture clause – As discussed, Article Nineteen is unenforceable as a forfeiture clause under Bethlehem Steel. An invalid provision cannot be relied upon to show that the contract is substantively unconscionable; it is simply not legally operative.

The court acknowledged that the combination of a very low royalty and unilateral perpetual renewal was “more troubling” than either term in isolation. However:

West Virginia courts have never held that this combination alone renders such a lease substantively unconscionable; and
The fact that sophisticated parties made a long‑term, then‑reasonable bargain that later turned out to be unfavorable does not, without more, amount to unconscionability.

Because Pocahontas failed to demonstrate either procedural unfairness or substantive oppression, the unconscionability claim failed. The Fourth Circuit added an independent holding: even if procedural unconscionability were absent, Pocahontas also “failed to show any substantive unconscionability,” which is independently fatal under Horizon Ventures.

D. The Anti‑Assignment Breaches and the Absence of a Termination Remedy

The district court had held that:

Pledging the lease as collateral in January 2020 constituted a prohibited mortgage under Article Sixteen; and
The June 2020 merger triggered a “transfer of control” under the 2015 Amendment, thus constituting an assignment requiring prior consent.

On appeal, Rockwell cross‑appealed these determinations. However, because the Fourth Circuit concluded that neither contractual nor equitable forfeiture (nor reformation via unconscionability) was available, it found it unnecessary to reach Rockwell’s arguments about whether breaches occurred at all.

As a result:

The district court’s finding of breach formally stands; but
The practical consequence is minimal: no termination, no reformation, and only a theoretical damages remedy that Pocahontas could not substantiate.

The opinion also expressly declined to consider the effect of the “savings clauses” in the deeds of trust, which attempted to characterize the mortgages as not being “assignments or encumbrances” within the meaning of the lease. That issue remains open for future litigation in other cases.

E. Relationship to and Use of Precedents

The opinion synthesizes and applies a number of West Virginia authorities. The key ones are:

Bethlehem Steel Corp. v. Shonk Land Co., 288 S.E.2d 139 (W. Va. 1982)
– Source for the rule that forfeiture provisions must be clear, specific, and tethered to particular covenants; general “breach of any term” forfeiture clauses are invalid. The Fourth Circuit uses Bethlehem Steel as the primary basis for invalidating Article Nineteen.
Allen v. Colonial Oil Co., 115 S.E. 842 (W. Va. 1923) and Truby v. Broadwater, 332 S.E.2d 284 (W. Va. 1985)
– Establish that equitable forfeiture requires extraordinary hardship and lack of adequate legal remedy. The court relies on these to reject Pocahontas’s claim that the absence of provable damages and the lessee’s perpetual renewal right justify equitable termination.
Warner v. Haught, 329 S.E.2d 88 (W. Va. 1985)
Adkins v. Huntington Dev. & Gas Co., 168 S.E. 366 (W. Va. 1932)
St. Luke’s United Methodist Church v. CNG Dev. Co., 663 S.E.2d 639 (W. Va. 2008)
Lowther Oil Co. v. Miller‑Sibley Oil Co., 44 S.E. 433 (W. Va. 1903)
– These cases illustrate circumstances where equity has permitted forfeiture or partial rescission: fraudulent drainage, underdevelopment, delay, or repeated non‑payment. By contrasting Rockwell’s conduct with those scenarios, the court underscores that mere unauthorized assignment or change of control, standing alone, does not reach the threshold of extraordinary hardship.
Brown I (724 S.E.2d 250) and Brown II (729 S.E.2d 217)
– Define procedural and substantive unconscionability and emphasize the need for a real and voluntary meeting of the minds.
State ex rel. Richmond American Homes of W. Va., Inc. v. Sanders, 717 S.E.2d 909 (W. Va. 2011)
– Establishes the “sliding scale” approach to unconscionability, with flexibility in weighing procedural and substantive components.
Horizon Ventures of W. Va., Inc. v. American Bituminous Partners, 857 S.E.2d 33 (W. Va. 2021)
– Emphasizes that both procedural and substantive unconscionability must be present in at least some measure to invalidate a term. The Fourth Circuit quotes this in affirming the dismissal of Pocahontas’s unconscionability claim.
Troy Mining Corp. v. Itmann Coal Co., 346 S.E.2d 749 (W. Va. 1986)
– Requires that unconscionability be assessed as of the date of contract execution. The court invokes this to focus analysis on 1937, when the royalty rate was conceded to be commercially reasonable.
Pechenik v. Baltimore & Ohio Railroad Co., 205 S.E.2d 813 (W. Va. 1974)
– Confirms the validity of perpetual lease arrangements in West Virginia. The Fourth Circuit relies on Pechenik to reject the idea that a unilateral perpetual renewal term is inherently unconscionable.
Blackrock Capital Investment Corp. v. Fish, 799 S.E.2d 520 (W. Va. 2017)
– Used to characterize the lease negotiation as an arm’s‑length transaction between sophisticated parties, which weighs heavily against procedural unconscionability.

Collectively, these authorities frame the Fourth Circuit’s opinion as an application—rather than an expansion—of existing West Virginia doctrine, particularly in the mineral leasing context.

IV. Complex Concepts Simplified

For readers less familiar with contract and mineral law, several key concepts in the opinion merit brief, plain‑language explanation.

1. Forfeiture Clause

A forfeiture clause in a lease allows the landlord (lessor) to terminate the lease and retake the property if the tenant (lessee) breaks certain promises. West Virginia requires such clauses to be:

Clear and explicit; and
Specifically tied to the breach in question.

A clause that simply says “any breach of any term allows termination” is too broad and is generally not enforceable in West Virginia.

2. Equitable Forfeiture vs. Contractual Forfeiture

Contractual forfeiture – Based on the lease language itself. If properly drafted and enforceable, the court can order forfeiture as a matter of contract law.
Equitable forfeiture – Even where the contract does not allow termination, a court of equity may cancel the lease in rare, extreme cases. This requires:
- No adequate remedy at law (money damages will not suffice or are inherently unavailable); and
- “Extraordinary hardship” to the lessor if the lease continues.

In Rockwell Mining, neither route was available.

3. “Adequate Remedy at Law”

Before a court will grant equitable remedies like forfeiture, it asks whether standard legal remedies—primarily money damages—are sufficient. If the plaintiff could, in theory, be compensated with money, equity generally will not cancel the contract.

Importantly, “adequate remedy at law” is about the type of remedy available, not whether the plaintiff can actually prove damages on the facts. Failing to prove damages does not transform the legal remedy into an “inadequate” one.

4. Unconscionability (Procedural and Substantive)

Procedural unconscionability looks at how the contract was made:
- Was there a real choice?
- Was one party misled or coerced?
- Was the weaker party unable to understand the terms?
- Were important terms hidden or confusing?
Substantive unconscionability looks at the terms:
- Are the terms grossly one‑sided?
- Do they shock the conscience?
- Do they impose harsh burdens on one party while giving disproportionate benefits to the other?

West Virginia uses a “sliding scale”: very strong evidence of one type can make up for weaker evidence of the other. But both must exist in some degree.

5. Perpetual or Unilateral Renewal Leases

A “perpetual” lease doesn’t have a fixed end date; instead, it may last as long as some condition continues (e.g., as long as coal is mined), sometimes with periodic renewal options. A unilateral renewal clause allows only one party—here, the lessee—to decide whether to extend the lease.

In West Virginia, such clauses are not inherently invalid or unconscionable, especially in commercial contexts involving sophisticated parties.

6. Anti‑Assignment and Change‑of‑Control Clauses

An anti‑assignment clause restricts a tenant’s ability to transfer its interest to others (by assignment, sublease, mortgage, etc.) without the landlord’s consent. A “change‑of‑control” clause treats certain changes in corporate ownership or control as equivalent to an assignment.

In 2015, the lease here was amended so that if 50.1% or more of the lessee’s ownership came under new control, that change would count as an “assignment” requiring Pocahontas Land’s consent. The 2020 merger allegedly triggered that provision.

V. Impact and Practical Implications

A. For Mineral Lessors in West Virginia

The opinion sends a clear message to lessors, especially owners of legacy coal or oil and gas leases:

Old, low‑royalty, long‑term leases are hard to escape through litigation alone.
Court‑ordered forfeiture is rare and disfavored. It requires either:
- A narrowly tailored, valid forfeiture clause specifically covering the breached covenant; or
- Extraordinary equitable circumstances involving misuse, non‑development, or repeated non‑payment.
Unconscionability will not be found merely because a once‑reasonable commercial bargain later becomes economically unfavorable.

Lessors seeking greater control over operators (or higher royalties) in the face of old leases are thus driven toward:

Renegotiation and buy‑downs; or
Carefully drafted amendments going forward, rather than reliance on broad old forfeiture language.

B. For Lessees and Successors (Coal Operators, Investors)

For lessees like Rockwell, the decision provides a measure of security:

Broad “catchall” forfeiture clauses are unlikely to uproot long‑standing leasehold interests, particularly in West Virginia.
Arm’s‑length, commercially reasonable agreements between sophisticated companies are unlikely to be undone as “unconscionable” decades later simply because of economic shifts.
Corporate restructurings, bankruptcies, and financing arrangements that may technically breach consent clauses are more likely to sound in damages than in termination—though they still carry risk.

However, the finding that Rockwell did, in fact, breach the anti‑assignment clause (left undisturbed) is a cautionary note:

Lessee‑operators should not assume they can freely mortgage or transfer lease interests without consulting consent provisions.
Even if termination is unlikely, damages (or leverage in future negotiation) may still be on the table for lessors.

C. For Lenders and Transactional Lawyers

The opinion touches indirectly on the tension between:

Lenders seeking security interests in mineral leases; and
Anti‑assignment provisions and change‑of‑control triggers in underlying leases.

Although the court declined to resolve the validity of “savings clauses” in the deeds of trust (which tried to declare that the mortgage is not an “assignment” under the lease), the case highlights:

The real risk that courts will treat security interests, mergers, and other corporate transactions as assignments or transfers of control in violation of landlord consent rights.
The need for careful synchronization between lease drafting, financing documents, and corporate restructuring plans.

D. Doctrinal Significance under West Virginia Law

Substantively, the opinion:

Reaffirms and applies Bethlehem Steel’s strict approach to forfeiture clauses, particularly in mineral leases.
Clarifies that the inability to prove actual damages does not, by itself, render legal remedies “inadequate” for purposes of equitable forfeiture.
Reinforces the execution‑time focus of substantive unconscionability in commercial contracts between sophisticated parties.
Confirms the continued validity of perpetual/unilateral renewal mineral leases in West Virginia under Pechenik.

As an unpublished Fourth Circuit decision, Rockwell Mining is not formally binding on future panels. However, it is likely to be persuasive in federal courts applying West Virginia law, and its reasoning closely tracks the state high court’s own stated principles.

Conclusion

Rockwell Mining, LLC v. Pocahontas Land LLC is, at its core, a case about the durability of old bargains in mineral law. Faced with a 1937 coal lease that had become economically lopsided over time, the Fourth Circuit refused to deploy either forfeiture or unconscionability to relieve the lessor from a deal that was fairly negotiated and commercially reasonable at inception.

The court held:

A broad “any breach” forfeiture clause is unenforceable under West Virginia law unless specifically tied to the covenant breached;
Equitable forfeiture requires extraordinary hardship and a truly inadequate legal remedy, neither of which existed here; and
Unconscionability demands both procedural and substantive unfairness as of the time of execution, which the lessor failed to show in a negotiation between sophisticated commercial parties.

The decision underscores a consistent theme in West Virginia jurisprudence: courts are wary of rewriting or rescinding long‑standing mineral leases absent clear contractual authorization or egregious inequity. For drafting lawyers, it highlights the importance of specific forfeiture language and careful structuring of consent and assignment clauses. For parties to old leases, it signals that the courtroom is a poor substitute for renegotiation when economic conditions change.

As the region continues to grapple with the legacy of early‑20th‑century mineral transactions, Rockwell Mining stands as a robust reaffirmation that, in West Virginia, such bargains—however unfavorable they may now appear—will largely be enforced as written.