Barrett Reasoner focuses his practice on complex commercial litigation in a broad array of areas, including securities, oil and gas, construction, environmental, and intellectual property. Barrett has served as a party-appointed arbitrator in several arbitrations and has arbitrated numerous matters for clients during his tenure. Barrett’s representative clients include: Kinder Morgan, Uber Technologies, Texas Children’s Hospital, Waste Management, Venoco, Inc., SM Energy, Pioneer Natural Resources, and Insperity.
Upon graduation from law school in 1990, Barrett was an Assistant District Attorney for Harris County (Houston), Texas. Barrett joined Gibbs & Bruns in 1992 and became a partner in 1996.
Barrett recently served as a Representative for District 4 on the State Bar of Texas’ Board of Directors. He is a former President of the Houston Bar Association, the fifth largest metropolitan bar association in the nation with nearly 12,000 members. He is currently a member of the Houston Bar Association Foundation Board.
Best Lawyers “Lawyer of the Year 2019” for Securities Litigation, Houston
Barrett Reasoner Inducted as American College of Trial Lawyers Fellow
Barrett Reasoner Inducted into International Academy of Trial Lawyers
Best Lawyers “Lawyer of the Year 2017” for Construction Litigation, Houston
Best Lawyers “Lawyer of the Year 2016” for Securities Litigation, Houston
Best Lawyers “Lawyer of the Year 2015” for Bet-the-Company Litigation, Houston
Trial Win for Natural Resource Partners, LP in Dispute Brought by Anadarko
Anadarko Holding Co., et al. v. NRP Trona LLC, et al.
Represented Natural Resource Partners (“NRP”) in a case brought by Anadarko. Anadarko alleged that an anti-flip provision in an asset purchase agreement was triggered by an internal tax restructuring, and that NRP owed a buyout fee ranging between $56 million and $78 million as a result. NRP purchased Anadarko’s 49% minority ownership share of a large soda ash mining operation in Wyoming in January 2013. The sale agreement contained a three-year earnout provision that was to be calculated based on the operation’s revenues, up to a maximum earnout amount of $50 million. The sale agreement also contained an anti-flip provision that provided for a buyout payment of up to $50 million to be made to Anadarko if NRP ceased to own the equity ownership interests it purchased prior to making the earnout payments. At the request of the majority owner, NRP participated in an internal tax restructuring in July 2013 designed to simplify the ownership structure to eliminate a tax inefficiency. Anadarko contended in its lawsuit that the internal tax restructuring triggered the anti-flip provision, obligating NRP to pay Anadarko a buyout payment of $56 to $78 million. The case was tried to the bench in a one-week trial starting on September 20, 2019. During trial, the Court granted NRP’s Rule 166(g) motion on damages, thereby limiting Anadarko’s maximum potential remedy to $56 million (an approximately $20 million reduction to Anadarko’s damage model). Following trial, the Court rendered a final, take-nothing judgement in favor of NRP on November 20, 2019.
Nebraska Supreme Court Affirms Trial Victory for Houston-Based U.S. Pipeline
US Pipeline, Inc. v. Northern Natural Gas Company
Represented U.S. Pipeline (USPL), a Houston-based pipeline construction contractor, in a dispute against Omaha-based Northern Natural Gas (NNG) regarding NNG’s failure to properly compensate USPL for the installation of a portion of NNG’s natural gas pipeline. In July 2014, USPL contracted with NNG to install approximately 6.5 miles of natural gas pipeline for NNG in northern Michigan. The crux of USPL’s claims is that when USPL was approximately 90% finished with the work, NNG significantly expanded the scope of the project—forcing USPL to work an additional four months under severe weather conditions and to incur millions in additional costs. NNG refused to reimburse USPL for those added costs, citing change order procedures in the contract, and USPL sued to recover them. NNG counterclaimed for liquidated damages and alleged overpayments resulting from scope changes. After an 8-day bench trial (December 2017 in Omaha, Nebraska), the court awarded USPL its full breach-of-contract damages for NNG’s refusal to pay for the additional work (totaling $5.65 million in combination with other minor claims). The court denied all of NNG’s counterclaims. NNG appealed the judgment, which appeal was heard by the Nebraska Supreme Court. The Nebraska Supreme Court affirmed the trial court’s judgment in its entirety in an opinion issued June 28, 2019.
Royalties Matter for O&G Operator
Mike Boulter, et al. v. Noble Energy, Inc. and Kerr McGee Oil & Gas Onshore, LP
Representing oil and gas operator on hundreds of leases in Colorado’s DJ Basin against a class action alleging underpayment of royalties.
Major Defense Win in Multi-Billion Dollar Environmental Trial for Waste Management
Harris County, Texas, et al. v. International Paper Company, et al.
Represented Waste Management, Inc. and Waste Management of Texas, Inc. in a case brought by Harris County, Texas alleging over 40 years of discharges into the San Jacinto River from a dump site containing paper mill waste that was abandoned in the late 1960’s. Citing various sections of the Texas Water Code and Texas Administrative Code, Harris County sought daily penalties of over $3 billion from Waste Management and McGinnes Industrial Maintenance Corporation (a/k/a “MIMC”), the company that performed the disposal operations in the 1960s, and which many years later became a wholly owned subsidiary of Waste Management of Texas, Inc. Shortly before trial, the court granted a summary judgment dismissal of all claims against Waste Management, Inc. After the close of the evidence at trial, the court granted a directed verdict holding that the waste site constituted one facility for statutory purposes, meaning that Harris County could not multiply the penalties by three. On the morning closing arguments were scheduled, Harris County agreed to settle with Waste Management of Texas and MIMC for $29.2 million.
$100 Million Value Arbitration Award for Venoco against Denbury Onshore
Denbury Onshore, LLC v. Texcal Energy South Texas, L.P. and Venoco, Inc.
Represented Venoco, Inc., a mid-size oil and gas company based in Colorado, in a contract dispute with Denbury Onshore, LLC, a subsidiary of Denbury Resources, Inc., regarding Venoco’s reversionary interest in a Texas oilfield, wherein the parties disputed the meaning of several terms that affected when “payout” would occur. After a week-long arbitration hearing before a three-member panel, we obtained a unanimous award in favor of Venoco with respect to all three contractual interpretation declarations sought. Venoco was also awarded most of its attorneys’ fees, costs, and expert fees in a discretionary decision by the panel. The present-day value of the award to the client is estimated to be in the $100 million range. Denbury moved to vacate the award in Harris County District Court. On February11, 2015, the court denied Denbury’s motion to vacate and confirmed the award.
$4.58 Million Jury Verdict for Plaintiff Client SourceGas Distribution LLC
SourceGas Distribution LLC v. Noble Energy, Inc.
Following a complex five-week trial, a Houston jury returned a verdict for client SourceGas Distribution LLC (SourceGas) against Noble Energy, Inc (Noble). The jury determined that Noble breached its Gas Purchase Agreement (GPA) with SourceGas by selling SourceGas natural gas at above-market prices that SourceGas was not obligated to purchase under the GPA. The Honorable Patricia J. Kerrigan submitted the question of contract interpretation to the jury. In addition to a claim for damages, the contract dispute involved tens of millions of dollars worth of impact on future performance under the contract. On November 17, 2011, the jury determined that SourceGas’s contract interpretation was correct, found that Noble breached the GPA, and awarded damages of approximately $4.58 million. The jury also rejected Noble’s counterclaims for breach of contract against SourceGas, under which Noble sought approximately $1.5 million in damages. On April 24, 2012, the court entered final judgment in favor of SourceGas for over $6 million, including attorneys’ fees.
Plaintiff’s Case Win Against JP Morgan Involving $24 Million in Auction Rate Securities Losses
Crane v. JP Morgan Chase & Co, et al.
This lawsuit arose out of the purchase by Plaintiff, an individual investor, of approximately $35 million of asset backed sewer revenue securities from defendant JPMorgan. When the value of the securities suffered a significant drop in value, Plaintiff filed suit against JPMorgan alleging violations of the Texas Securities Act. Specifically, Plaintiff alleged that JPMorgan was selected as the underwriter and swap provider for the securities, by means of unlawful payments, which JPMorgan failed to disclose. Plaintiff alleged that, because JPMorgan had sold the securities by means of materially false statements and omissions, Plaintiff was entitled to rescission under the Texas Securities Act. On December 17, 2010, the trial court denied JPMorgan’s motions for summary judgment on Plaintiff’s claims. The case proceeded to trial in January 2011 in Harris County, Texas before the Honorable Mike Engelhart. Two days into trial, the parties entered into a confidential settlement which was favorable to our client.
Breach of Contract Case Involving $110 Million in Oil and Gas Lease and Pipeline Interests
SM Energy Company, et al. v. Endeavour Operating Corporation
Represented SM Energy Company, Potato Creek LLC, Open Flow Gas Supply Corporation, and SJ Exploration LLC in an action against Endeavour Operating Corporation. The case arose from Endeavour Operating Corporation’s breach of two purchase and sale agreements to purchase our clients’ interests in oil and gas leases, a pipeline, and related facilities in the Marcellus Shale in Pennsylvania for a total purchase price of $110 million. After winning a significant partial summary judgment, the case settled shortly before trial for a total value of $19.25M to our clients.
Shareholder Oppression Suit Involving $100 Million+ in Damages
Scott Martin, et al v. Martin Resource Management Corp., et al.
Represented Keeneland Capital Management, LLC (“KCM”) in a shareholder derivative and individual suit involving its investment in Martin Resources Management Corporation (“MRMC”), a closely-held energy corporation in the business of transportation, storage, terminalling and processing of energy resources. KCM purchased a significant number of shares in MRMC from a key stakeholder, and was assigned that seller’s causes of action against members of management and the Board of Directors for, among other claims, shareholder oppression, breach of fiduciary duty, wrongful entrenchment and dilution, abuse of control, gross mismanagement and fraud stemming from the Directors’ alleged improper issuance of well over $50 million of MRMC stock for the purpose of entrenching management and diluting certain minority shareholders. MRMC and the MRMC Employee Stock Ownership Trust also opposed KCM in this action, and, along with the other defendants, asserted counterclaims for over $20 million in alleged damages against all plaintiffs and other third parties. After two years of intense litigation that involved several other related lawsuits, the case settled favorably for KCM for a confidential amount on October 2, 2012.
Jury Verdict for Farouk Systems in Lawsuit Brought Against Costco
Farouk Systems Inc. v. Costco Wholesale Corporation
Represented Farouk Systems, manufacturer of the popular CHI hair care products, in an action against Costco concerning the sale of counterfeit products. After a seven day trial, the jury determined that Costco had sold a counterfeit CHI hair iron. The jury also awarded Farouk Systems the maximum statutory damages for non-willful trademark infringement under the Lanham Act. After the jury award, the court entered a permanent injunction prohibiting Costco from selling counterfeit CHI hair irons.
Arbitration Win for Kinder Morgan in Pipeline Budget Dispute
Natural Gas Pipeline Company of America LLC v. Kinder Morgan Kansas, Inc.
Represented Kinder Morgan in an arbitration against Myria Holdings, Inc. Myria owns 80% and Kinder Morgan owns 20% of Natural Gas Pipeline Company of America LLC (NGPL). Kinder Morgan is the operator of the pipeline pursuant to an Operations and Reimbursement Agreement. NGPL is the largest pipeline operated by Kinder Morgan. Myria contended that Kinder Morgan breached the O&R Agreement by improperly allocating certain general and administrative costs to NGPL in the 2011 budget. The case was arbitrated in Philadelphia in July 2011. In a final decision, the arbitrator concluded that Kinder Morgan’s interpretation of the key contractual provision was correct. The arbitration award was confirmed by Judge Steven Kirkland in the 215th Harris County District Court on December 16, 2011.
Successful Defense of Investors and Former Board Chair Following Medical Device Company Acquisition
Abbott Laboratories and Abbott Vascular, Inc. v. Christopher M. Owens, et al.
Represented three PTV Healthcare Capital funds and PTV Managing Director in a case brought by Abbott Laboratories and Abbott Vascular, Inc. The three PTV funds were the largest collective shareholder in IDEV, Inc., a medical device company specializing in vascular stents, prior to IDEV’s acquisition by Abbott. Rick Anderson served as the chairman of IDEV’s board of directors prior to that acquisition. Abbott’s acquisition of IDEV closed in August 2014 for a total price of $310 million. Shortly after closing, Abbott learned that a letter from the FDA potentially affecting the company’s key stent technology had not been disclosed by IDEV’s former CEO. Abbott sued the CEO, the PTV funds, and Anderson in Delaware Superior Court, alleging that they had committed fraud and conspired to commit fraud by concealing the FDA letter. IDEV’s CEO had never disclosed the FDA letter to Anderson or the PTV funds either. We successfully moved to dismiss all of Abbott’s claims against our clients on that ground. The Delaware court held that Abbott failed to allege any plausible basis to conclude that Anderson and the PTV funds had any pre-closing knowledge of the letter. Abbott subsequently declined to appeal the dismissal of its claims against our clients.
Successful Arbitration Defense of Healthcare Private Equity Organization
Melrose v. Crawford, et al.
We successfully represented several managing partners and directors of several private equity funds in an arbitration matter. Our clients had been served with an arbitration demand by another managing director with whom they had fallen out. He alleged a number of claims against our clients, including breaches of contract and breaches of fiduciary duty, for which he sought millions of dollars in damages. We asserted several counterclaims in response. Following roughly 8 months of discovery and a week-long arbitration, the arbitrator denied every claim against our clients and ruled in our favor on nearly all of our counterclaims. Among other things, the final award found that the opposing partner should be retroactively terminated for cause due to his willful misconduct, ordered that the partner pay back all compensation he had received during that period, and awarded our clients nearly all of their attorneys’ fees in the matter.
Positive Arbitration Settlement for U.S. Pipeline
U.S. Pipeline, Inc. v. Denbury Resources, Inc., et al.
Represented Claimant U.S. Pipeline, Inc. in an arbitration proceeding against Denbury Resources, Inc. and affiliated entities. The dispute arose out of U.S. Pipeline’s construction of a 272-mile long carbon-dioxide transmission pipeline for Denbury. The construction project, initially estimated at nearly $250 million, was beset with delays and additional work, which we contended was primarily due to incomplete engineering and problems with permitting and right-of-way acquisition. U.S. Pipeline incurred substantial additional construction costs in performing its work. U.S. Pipeline brought suit for breach of the construction contract, and sought damages in excess of $50 million. After defeating potentially dispositive summary judgment motions filed by Denbury, the case was resolved on the eve of trial on terms favorable for our client. The settlement amount is confidential.
$150 Million in Damage Claims Trial Involving Oil Rig Platform Destroyed by Hurricane Rita
Certain Underwriters at Lloyds of London, et al. v. Pioneer Natural Resources USA, Inc., et al.
Represented Pioneer Natural Resources in an insurance dispute with certain underwriters at Lloyds of London and Zurich American Insurance Co. The case centered on contractual obligations to compensate Pioneer for an oil platform destroyed by Hurricane Rita in 2005 and involved damages of over $150 million. Pioneer sued the Underwriters in Louisiana state court and the Underwriters responded by suing Pioneer in Texas state court. We successfully moved to dismiss the Harris County, Texas case. Lloyds then removed the Louisiana state court action to federal court and moved to compel arbitration. Our team successfully opposed the motion to compel arbitration and the case was remanded. We were then successful in having the Underwriters’ appeal of this decision dismissed from the Fifth Circuit Court of Appeals for lack of jurisdiction. The U.S. Supreme Court then denied the Underwriters’ petition for writ of certiorari. Finally, we tried the case with co-counsel in Louisiana state court where, after four days of trial in October 2010, the case settled very favorably for Pioneer.
Arbitration Win for Frontera Resources
GAC Energy Corporation, et al. v. Frontera Resources Georgia Corp., et al.
Represented Defendants Frontera Resources Georgia Corporation and Frontera Resources Corporation in an international arbitration involving a significant oil and gas exploration lease in the Republic of Georgia. Claimants were GAC Energy Corporation and GAC International. Arbitrator ruled in Frontera’s favor, rejecting GAC’s claims for $19 million in restitution.
Dynegy Securities Litigation
Obtained complete dismissals of securities fraud actions brought against one current and two former officers of Dynegy in the Dynegy securities litigation.
Friede Goldman Halter, Inc.
Represented Barry J. Galt and other former directors of Halter Marine Group in a securities fraud matter arising out of the merger and subsequent bankruptcy of Friede Goldman and Halter Marine, two of the world’s largest ship and rig building companies at the time of the merger. Plaintiffs alleged hundreds of millions of dollars in damages. The matter was successfully resolved as part of a confidential settlement.
Healthcare Industry Experience
Texas Children’s Hospital
Represented Texas Children’s Hospital in a lawsuit against Community Health Choice, Inc., an HMO, for failure to properly pay TCH for services provided to CHC’s insureds. Case settled favorably.
Town & Country Hospital Litigation
Defended the general partner of Stealth, LP, which developed Town & Country Hospital, against claims of mismanagement and malfeasance brought by certain limited partners. Case settled favorably on a confidential basis.
Breach of Fiduciary Duty and Breach of Contract
AB Watley v. Administaff
Obtained complete dismissal of complaint in New York state court on behalf of defendant Administaff (now Insperity), a professional employer organization, in a case alleging breach of fiduciary duty, breach of contract, and fraud relating to insurance coverage.
Trade Secrets Defense
Gardner Denver, Inc. v. Houston Service Industries
Represented the defendant in a trade secrets case involving multistage centrifugal blowers utilized in wastewater systems and industrial applications. In the middle of discovery, the plaintiff non-suited its claims with prejudice.
Construction Case for Plaintiff Client H.B. Zachry
H.B. Zachry v. ABB Lummus Global
Represented Plaintiff H.B. Zachry in dispute concerning construction costs and delay expenses with respect to the building of $700 million ethylene cracking plant. Achieved favorable confidential settlement.
Successful Settlement for Duke Energy
Duke Energy v. GE
Represented Claimant Duke Energy in dispute with GE concerning an operating and maintenance agreement at a plant in South America. Case settled favorably.
University of Texas, J.D., with honors, 1990
Order of the Barristers
London School of Economics and Political Science, Graduate Diploma, 1987
Duke University, B.A., cum laude, 1986
Recognized by Legal 500 US
Named a “Leading Trial Lawyer,” 2012-2020
Recommended in Energy Litigation, 2011, 2013-2020
Recommended in General Commercial Disputes, 2020
Listed in Best Lawyers in America, 2007-2021
Bet-the-Company Litigation, Commercial Litigation, Construction Litigation,
Energy Law, Construction Law, Securities Litigation, Legal Malpractice Law – Defendants
Named Best Lawyers in America “Lawyer of the Year”
“Securities Litigation Lawyer of the Year” Houston, 2016 and 2019
“Construction Litigation Lawyer of the Year” Houston, 2017
“Bet-the-Company Litigation Lawyer of the Year” Houston, 2015
Listed in Chambers USA America’s Leading Lawyers for Business, 2007-2020
Named a “Leading Lawyer” in Commercial and Energy Litigation
Named in Benchmark Litigation
“Local Litigation Star,” 2010-2020
“Top 100 US Trial Lawyer,” 2015-2018
Named a “Litigation Star” in Benchmark: Plaintiff, 2013-2015 (limited edition release)
Named a “Texas Super Lawyer” by Thomson Reuters, 2003-2020
Named to Texas Super Lawyer’s Top 100 List: Houston Super Lawyers, 2015-2017, 2019-2020
Named to Texas Super Lawyer’s Top 100 List: Texas Super Lawyers, 2019-2020
Named to Lawdragon Guides
“The Plaintiff Issue,” 2020
”500 Leading Plaintiff Financial Lawyers,” 2019-2020
Listed in Who’s Who Legal, The International Who’s Who of Commercial Litigators, and Who’s Who Legal: Litigation, 2013-2019
Named to Expert Guides’ World’s Leading Litigation Lawyers, 2014
State Bar of Texas, 1990
Supreme Court of the United States
United States Court of Appeals for the Fifth Circuit
United States District Court for the Southern District of Texas
United States District Court of Colorado
The American College of Trial Lawyers, Fellow
International Academy of Trial Lawyers, Fellow
The International Society of Barristers, Fellow
American Law Institute, Member
State Bar of Texas, Board of Directors (2010-2013)
Houston Bar Association
Board of Directors (2000–2011, 2012-2013)
Recipient of three bar President’s Awards for outstanding service and dedication
in chairing various bar committees
Houston Volunteer Lawyers Program
Former Chairman of the Board
Board of Directors (2002–2006)
American Judicature Society
Board of Directors (1994-2000)
Executive Committee (1997-1999)
Houston Bar Foundation, Fellow
Texas Bar Foundation, Fellow
The University of Texas School of Law Foundation, Trustee
The University of Texas School of Law Alumni Association
Executive Committee (2013-2016)
Baker Ripley (formerly Neighborhood Centers)
Program Impact Committee (2016-)
Greater Houston Partnership
Education Advisory Committee (2016-2018)
The Joy School, Houston
Board of Trustees (2006-2013)
St. John’s School, Houston
Board of Trustees (2006-2012)
St. Pius X High School
Board of Directors (2013-2016)