Introduction

This appeal arises from a surface development dispute between a landowning ranch family and an oil and gas operator in Monroe County, Ohio. Pamela and the late Joseph Pirl, who operated a cattle business, entered into an oil and gas lease and later a surface use and damages settlement agreement with Rice Drilling (via its predecessor). Construction of the well pad and associated facilities led to operational limitations for the Pirls’ cattle operation—particularly, chokepoints created by a fence and a topsoil stockpile positioned near existing fencing and a silt fence. The Pirls alleged breach of contract, trespass, and sought to quiet title. The district court granted summary judgment for Rice, concluding that a topographic plat incorporated into the agreement “for informational purposes only” was nonbinding, and that Rice acted within its contractual rights. The Sixth Circuit affirmed.

The central legal questions: (1) Whether an exhibit attached to a surface use agreement and “made a part hereof by reference” but “for informational purposes only” binds the parties to its depicted specifications; (2) whether “confer” requires the operator to obtain the landowner’s consent; and (3) whether fencing placement and topsoil stockpile management exceeded Rice’s contractual authority, supporting breach, trespass, or quiet title claims.

Summary of the Opinion

• The court held that the incorporated topography plat (Exhibit A), expressly provided “for informational purposes only,” did not impose binding, exact specifications on Rice’s construction or operations. Variance from the plat was permissible.
• Under the agreement’s granting clause, Rice had the exclusive right to build, operate, and maintain the well pad and appurtenant facilities “upon the Lands,” defined as the entire 146-acre tract, subject to two constraints: paying for acreage used ($5,000/acre) and conferring with the Pirls about the location of surface facilities before construction.
• “Confer” means consult; it does not require the operator to obtain the landowner’s permission or written consent. The record showed Rice conferred with Joseph Pirl regarding the fence.
• Because Rice compensated for 14.6 acres of disturbance (and ultimately disturbed about 12 acres), and because the agreement did not require two topsoil stockpiles or prohibit placing rock on the stockpile, Rice did not breach the agreement.
• Trespass and quiet title claims failed because Rice acted within its contractual authority, and the Pirls were not excluded from the property (new fences were to be gated and keys provided).
• Having affirmed on the merits, the court did not reach the standing issue concerning Shannon Pirl (the district court had found him an incidental beneficiary without standing).

Analysis

Precedents Cited and Their Influence

• Alexander v. Buckeye Pipe Line Co. (Ohio 1978) and Sunoco, Inc. (R&M) v. Toledo Edison Co. (Ohio 2011): The court applied Ohio’s plain-meaning rules for contract construction, treating interpretation as a matter of law and giving effect to the parties’ expressed intent. This anchors the analysis in the text—particularly the qualifying phrase “for informational purposes only.”
• Karnes v. Doctors Hospital (Ohio 1990) and Transcontinental Ins. Co. v. Exxcel Project Mgmt., Inc. (Ohio Ct. App. 2005): These cases treat “for informational purposes only” disclaimers as negating contractual liability and third-party beneficiary status. The Sixth Circuit leveraged this line to conclude that Exhibit A’s plat, though incorporated, did not carry binding, prescriptive force.
• Haefka v. W.W. Extended Care (Ohio Ct. App. 2001) and Estate of LaJoie (Ohio Ct. App. 1993): Both opinions use the phrase “for informational purposes only” to signal absence of legal obligation, reinforcing that mere informational content cannot be enforced as a contract term.
• Krause v. Oscar Daniels Co. (Ohio Ct. App. 1939): A key doctrinal underpinning: where plans/specs are incorporated for a particular specified purpose, they can serve no other purpose. The court analogized this to conclude Exhibit A, incorporated expressly for information, could not operate as a set of governing specifications limiting operations.
• Apel v. Katz (Ohio 1998) and Beavers v. PNC Bank (Ohio Ct. App. 2013): Trespass requires lack of authority; where a contract authorizes entry and use, trespass fails. This disposed of the Pirls’ trespass claim, given Rice’s adherence to contractual confines.
• Duramax, Inc. v. Geauga County Board of Commissioners (Ohio Ct. App. 1995): Quiet title lies to resolve adverse claims; without a showing that the operator exceeded contractual rights or excluded the owner, the claim fails.
• Matsushita and Anderson v. Liberty Lobby: Established summary judgment standards; reinforced that the record, read favorably to the nonmovant, did not reveal a triable breach.
• Erie framework cases (Savedoff, Talley, In re Dow Corning): Confirmed that Ohio substantive law governs, and that intermediate appellate decisions are persuasive where the Ohio Supreme Court has not spoken directly.

Legal Reasoning

The court’s reasoning proceeds in three principal steps: textual analysis of the agreement; application of Ohio law on “informational only” incorporations; and assessment of each alleged breach against the contract’s actual obligations.

1. Textual primacy and the effect of “informational only” incorporation. The surface use agreement granted Rice “exclusive” rights to build, operate, and maintain the well pad and appurtenant facilities “upon the Lands” (the entire 146 acres). Exhibit A’s plat was “made a part hereof by reference” but explicitly “for informational purposes only.” The court gave decisive weight to that qualifier—bolstered by Ohio cases treating similar disclaimers as negating enforceability—and by the plat’s own caveats allowing field adjustments. Conclusion: Exhibit A provided an estimate or depiction, not a set of binding constraints (e.g., the “limit of disturbance,” two stockpiles, exact fence lines).
2. Scope of operational authority and constraints. Once Exhibit A’s nonbinding status is recognized, two operative constraints remain:
   • The lease addendum’s compensation formula ($5,000/acre) for surface use, under which Rice paid $73,000 for 14.6 acres; and
   • The agreement’s duty to “confer” with the landowner regarding the location of surface facilities before construction.
   The record showed Rice disturbed about 12.0 acres (less than the compensated 14.6), and that Rice conferred with Joseph Pirl regarding the fence that remains on site. The agreement did not require written consent or the owner’s approval; “confer” is consultation, not permission.
3. Claim-by-claim application.
   • Fence around limit of disturbance without permission: No breach. The agreement authorized facilities anywhere on the Lands subject to paid acreage and prior conferral. It did not require the owner’s consent.
   • Fence located partly outside the “limit of disturbance” depicted on Exhibit A: No breach. The limit of disturbance on the nonbinding plat did not define the contractual boundary. The only relevant yardstick was paid acreage; Rice remained under the 14.6-acre ceiling.
   • Reduction from two topsoil stockpiles to one: No breach. The two-stockpile depiction appeared only on Exhibit A; the agreement never required two. Moreover, ODNR obligations required maintenance of a protective topsoil stockpile for future restoration—another reason the fence could not be relocated as far as the Pirls requested.
   • Placement of rocks on the topsoil stockpile: No breach. The agreement required seeding/mulching to minimize runoff but did not prohibit rock stabilization. The record suggested rock aided stability and erosion control for long-term operations.
   • Trespass: Fails because Rice acted under contractual authority.
   • Quiet title: Fails because Rice asserted no adverse claim beyond its contract rights, and the Pirls were not excluded (gated fences with keys).
   • Standing (Shannon): Not reached on appeal because the claims failed on the merits. The district court had found Shannon an incidental beneficiary without standing.

Impact and Practical Implications

Although nonprecedential, the decision supplies clear, persuasive guidance for Ohio oil and gas surface use agreements and, more generally, for any contract that incorporates drawings, plats, or plans “for informational purposes only.”

• Informational exhibits are not prescriptive. Attaching a plat and “making it part of the agreement by reference” does not, by itself, make its specifications binding if the attachment is labeled “for informational purposes only.” Parties who intend binding site layouts, limits of disturbance, or numbers/locations of facilities must say so expressly and avoid informational-only qualifiers.
• “Confer” is not “consent.” Where agreements require operators to “confer” before construction, the operator’s duty is to consult, not to secure permission or written approval, absent explicit consent language. Landowners seeking veto power or approval rights should draft “prior written consent” or “approval” provisions.
• Paid acreage is the operative constraint when plats are nonbinding. If the agreement/lease pegs surface use to paid acreage, and no further restrictions apply, the operator may place facilities within the Lands so long as it stays within the compensated acreage total.
• Ancillary obligations and public law constraints matter. Here, ODNR reclamation obligations concerning topsoil stockpiles informed Rice’s inability to relocate a fence as far as the landowners requested. Parties should address such regulatory constraints in their agreements to avoid post-construction conflicts.
• Trespass and quiet title are poor fits where contract rights are honored. When an operator acts within its contractual grant and the owner retains access (e.g., gated fences with keys), tort and title remedies are unlikely to succeed.

Drafting and Litigation Takeaways

• If you want the plat to control, say so. Replace “for informational purposes only” with language such as: “Operator shall construct and maintain the well pad, appurtenant facilities, fencing, and stockpiles materially as depicted in Exhibit A; no facilities shall be located outside the Limit of Disturbance delineated on Exhibit A without Lessor’s prior written consent.”
• Define and cap “Limit of Disturbance” and “Well Pad Area.” Specify maximum acreage and tie compensation and rights to those defined areas, not just to total paid acreage. Require as-built surveys and remedies for overage.
• Upgrade “confer” to “prior written consent” where control is desired. If the landowner needs true approval rights, say “Operator shall obtain Lessor’s prior written consent to the location and footprint of all surface facilities,” and include a clear standard and process (e.g., staking, site walks, time limits, and deemed approvals).
• Protect agricultural operations with concrete specs. Mandate a continuous livestock corridor of a defined minimum width (e.g., 20–30 feet) around the pad, with fence offsets and gate spacing/widths suitable for equipment and herds. Consider seasonal constraints and cattle movement plans.
• Address stockpile management expressly. Specify number, location, protection (fencing), and composition (e.g., limits on rock content if desired), while reconciling with regulatory requirements for restoration.
• Ensure intended beneficiaries are parties or named third-party beneficiaries. If family members should have enforcement rights, add them as co-lessors, co-grantors, or express third-party beneficiaries with standing and remedies.
• Clarify remedies and access. Detail gate locations, lock/key protocols, and emergency access procedures; create agreed dispute-resolution mechanisms for relocation requests that conflict with regulatory duties.

Complex Concepts Simplified

• Incorporation by reference vs. “informational only”: Incorporation by reference makes an attachment part of the contract. But if the contract says the attachment is “for informational purposes only,” Ohio courts treat the attachment as nonbinding guidance, not a set of enforceable specifications—unless the contract expressly assigns it a binding role.
• “Confer” vs. “Consent/Approval”: To “confer” is to consult and discuss. “Consent” or “approval” grants veto power and requires affirmative authorization. Contracts must use the right verb to match the intended level of control.
• Limit of disturbance: A construction footprint or work area that may be depicted on a plan. If the depiction is nonbinding, the actual constraint may be the total paid acreage, not the line on a drawing.
• Trespass with privilege: Entering land is not trespass if done under contractual authority. Trespass requires an entry or use without authority or privilege.
• Quiet title: A lawsuit to resolve adverse claims to property. If the defendant’s use is authorized by contract and the owner is not excluded, quiet title relief is generally unavailable.
• Summary judgment: A case can be resolved without trial when there is no genuine dispute of material fact and one side is entitled to judgment as a matter of law, even when facts are viewed favorably to the nonmoving party.

Conclusion

The Sixth Circuit’s decision affirms a straightforward but potent set of contract-construction rules under Ohio law. First, when an exhibit is incorporated “for informational purposes only,” it does not bind the parties to its exact depictions—particularly where the exhibit itself contemplates field adjustments. Second, “confer” imposes a duty to consult, not to obtain permission. Third, where the agreement and lease structure the operator’s rights around paid acreage and consultation, and do not otherwise confine facilities to a depicted footprint, the operator may locate fences and stockpiles within the Lands so long as it stays within the compensated acreage and complies with other express obligations.

The opinion underscores the importance of precise drafting in surface use agreements. Landowners seeking to protect agricultural operations must translate expectations into explicit, enforceable terms—binding exhibits, defined footprints, approval rights, and operational specifications—rather than rely on “informational” depictions. Conversely, operators can take comfort that Ohio courts will enforce clear grant language and disclaimers, while recognizing operational realities and regulatory obligations like topsoil preservation. In the absence of a breach, tort and title remedies will not substitute for contract terms that parties did not negotiate.