In the summer of 2005, a Pioneer representative, John Gilbert, approached the Rutherfords to discuss the possibility of leasing their property for the construction and operation of an oil and gas facility. The Rutherfords owned approximately twenty acres of land in Cameron Parish, Louisiana.

The tract was divided approximately in half by a shell road, and though the portion north of the road was unused, the Rutherfords maintained their homesteads south of the road.1 During lease negotiations, the Rutherfords were represented by their attorney, Jennifer Jones (Ms. Jones), and Pioneer was represented by its vice president and general counsel, George Ruff (Mr. Ruff). Five drafts of the lease agreement were circulated prior to the final agreement. Each draft recited the following property description: ‘‘7 acres of land out of the SE/4 of the NE/4 of Section 34.’’ But this property description was incorrect—the Rutherfords did not own any land in the northeast quarter of Section 34.2 Thus, every draft prior to the final agreement contained a totally incorrect legal description of the property to be leased. Also, none of the prior drafts described which seven acres of the approximately twenty-acre tract were to be leased, and both parties admit that seven acres was an approximation and the exact amount of acreage to be included in the lease was uncertain.

Pioneer rejected each draft containing the incorrect legal description and repeatedly requested ‘‘a better property description.’’ In January 2006, Mr.

Ruff sent Ms. Jones a letter requesting a ‘‘good description of the 7 acres.’’

In response, Ms. Jones faxed Mr. Ruff two documents: (1) a copy of the Cameron Parish Assessor’s Office’s record containing the legal description of the Rutherfords’ property and (2) an approximately letter size copy of a

‘‘Tobin’’ map covering more than 20 sections in the area, including section 34, on which she had highlighted a some seven acre area.3 The fax cover sheet read: ‘‘See attached property description from the Cameron Parish Assessor’s Office.’’ This record reflected that the Rutherfords owned 21.95 acres in the ‘‘W/2 NE/4 SE/4 SEC 34.’’

After receiving these documents, Mr. Ruff inserted the property description into the lease as follows: ‘‘All of the land owned by Lessor in the W/2 NE/4 SE/4 of Section 34.’’ This property description encompassed approximately twenty acres, though the parties repeatedly referred to the lease as seven acres in previous drafts and correspondence. The lease agreement, like all previous drafts, also states that the acreage is only an estimate, that Pioneer would arrange to have the property surveyed, and the survey description will replace the lease language property description.

Pioneer then sent the lease agreement to the Rutherfords and attached a cover sheet stating that Ms. Jones had supplied the lease’s final property description. Pioneer also enclosed two checks for $5,000, each with the following notation: ‘‘SURF. LS. ACQUISITION COVERING, 7 ACRES IN THE W/2NE/4SE/4 OF, SEC. 34, 14S, 7W CAMERON PARI[SH].’’

Though Mr. Ruff copied Ms. Jones on an email containing the cover sheet and final lease agreement, Ms. Jones alleges that she did not receive a copy of the lease agreement, either by email or mail. Three weeks later, the Rutherfords signed the lease agreement in Ms. Jones’s office and Ms. Jones signed as a witness. Both the Rutherfords and Ms. Jones assert they did not read the final lease agreement prior to signing it.

Nearly ten months later, Ms. Jones contacted Mr. Ruff asserting that the property description contained in the final lease agreement was erroneous.

She requested that the property description be changed to the following:

‘‘[a]pproximately seven (7) acres, more or less, located North of shell road in the West one-half (1/2) of the NE/4 of the SE/4 of Section 34.’’ Pioneer responded that it did not wish to amend the lease, and Ms. Jones demanded renegotiation and threatened to sue Pioneer.

Pioneer responded by filing suit in federal district court for a declaratory judgment against the Rutherfords. The Rutherfords counterclaimed, alleging the contract was void due to (1) fraud, (2) unilateral error, and/or (3) mutual error, and requested rescission or reformation. The district court granted summary judgment in Pioneer’s favor. The Rutherfords now appeal to this court. The parties agree that in this diversity case the applicable substantive law is that of Louisiana.

II. Discussion The Rutherfords argue that the district court erred in granting Pioneer’s summary judgment motion because the record evidence creates a genuine issue of fact as to the lease’s validity. Under Louisiana law, consent is required to form a valid contract. La. Civ. Code Ann. art. 1927. ‘‘Consent may be vitiated by error, fraud, or duress,’’ which consequently would invalidate the contract. Id.4 art. 1948. The Rutherfords argue that, based upon the evidence presented, a reasonable trier of fact could determine that their consent to the lease was vitiated by (1) fraud, (2) unilateral error, or (3)
mutual error; thus, Pioneer was not entitled to judgment as a matter of law.
This court reviews a district court’s order granting summary judgment de novo, applying the same standard as the district court. Aryain v. Wal-Mart Stores Texas LP, 534 F.3d 473, 478 (5th Cir. 2008). Summary judgment is appropriate when ‘‘there is no genuine issue as to any material fact and . . .
the movant is entitled to judgment as a matter of law.’’ Fed. R. Civ. P. 56(c).
With respect to issues on which the nonmovant would bear the burden of proof at trial, ‘‘[a] genuine issue of material fact exists if the summary judgment evidence is such that a reasonable jury could return a verdict for the nonmovant.’’ Aryain, 534 F.3d at 478. ‘‘[A]ll facts and evidence must be taken in the light most favorable to the nonmovant.’’ LeMaire v. La. Dept. of Transp. and Dev., 480 F.3d 383, 387 (5th Cir. 2007). In reviewing the evidence at summary judgment, we must ‘‘refrain from making credibility determinations or weighing the evidence.’’ Turner v. Baylor Richardson Med. Ctr., 476 F.3d 337, 343 (5th Cir. 2007). We first address the Rutherfords’ fraud and unilateral error claims before addressing the more difficult issue of mutual error.........

Questions 

1. Why does the court decide that a fraud defense does not apply in this instance?
2. What remedy is permitted if mutual mistake is proven?
3. What factors does the court look at to determine whether a mutual mistake exists?