Fowler v. LAC Minerals (USA), LLC
United States Court of Appeals for the Eighth Circuit
694 F.3d 930 (2012)
Fowler's (plaintiff) predecessor company, Viable, deeded 944 acres to LAC Minerals (defendant) as part of a mining joint venture, with the agreement providing that LAC "will reassign" any portions found unsuitable for mineral development, and separately allowing assignment of rights under the agreement. Fowler later acquired Viable's rights and formally asked LAC to release unused land; LAC said it was evaluating which portions qualified but never actually made a determination. Fowler sued to force reassignment. LAC argued the provision was merely a covenant remediable only by damages, and that any reversionary right was personal to Viable and non-transferable. The district court ruled LAC had to reassign the unneeded land to Fowler, and LAC appealed.
Whether deed language stating that, upon a specified condition, the holder "will reassign" the property unequivocally shows an intent to create a conditional estate rather than a mere covenant.