## Facts

- Great Lakes Niagaran (GLN) assigned certain Michigan oil and gas lease rights to Lewis Energy Corporation (Lewis), designating Lewis as operator and contemplating (but never executing) a formal operating agreement; GLN retained a reversionary working interest.
- Lewis contracted with Frontier Exploration, Inc. (Frontier) to perform seismic work on the leases for specified fees and expenses.
- Lewis later assigned Blocker Exploration Company (Blocker) a 25% working interest in the leases.
- Under the Lewis–Blocker assignment, Blocker agreed to contribute specified shares of overhead and seismic costs, received access to seismic data and other information, and held phase-by-phase participation (“go/no-go”) rights for later exploration stages.
- Lewis filed for bankruptcy and did not fully pay Frontier under the seismic contract.
- Frontier sued Blocker seeking to hold it liable for Lewis’s unpaid debt, asserting that Blocker and Lewis formed a mining partnership (or similar relationship) allowing Lewis to bind Blocker.
- The trial court granted summary judgment for Blocker; the court of appeals affirmed on the merits but declined to consider certain additional arguments raised by Blocker due to the absence of a cross-appeal.

## Issues

1. Whether co-ownership of working interests, cost-sharing obligations, data rights, and participation options created a mining partnership (or similar joint venture) that authorized the operator to bind the non-operator to a third-party seismic contract.
2. Whether a prevailing party must file a cross-appeal to present additional arguments supported by the record as alternative grounds to affirm the judgment.

## Decision

- The Colorado Supreme Court held that no mining partnership existed between Lewis and Blocker on these facts and that Blocker was not vicariously liable for Lewis’s debt to Frontier.
- The court affirmed the summary judgment in Blocker’s favor on the mining-partnership/vicarious-liability issue.
- The court disapproved the court of appeals’ view that it lacked jurisdiction to consider Blocker’s additional arguments because Blocker did not file a cross-appeal.
- The court stated that a prevailing party may argue any record-supported basis to affirm, without cross-appeal, so long as it does not seek to expand its rights or reduce the opposing party’s rights under the judgment.

## Legal Principles

- A mining partnership is not established by mere co-ownership of mineral interests or by contractual cost-sharing typical of non-operating working-interest ownership.
- Mining partnership (or analogous joint-venture) liability requires more than parallel economic interests; it turns on facts showing a partnership-like arrangement, including joint operational control or joint conduct of the enterprise.
- A designated operator’s contract with a third party does not bind a non-operator absent a partnership/agency relationship or other basis for authority.
- In Colorado appellate practice, an appellee who prevailed below may urge any argument supported by the record to affirm the judgment without filing a cross-appeal, provided the appellee does not seek to enlarge the judgment in its favor.

## Conclusion

The court refused to impose vicarious liability on a non-operating working-interest owner where the owner’s rights and obligations reflected investment protection rather than joint operational control, and it clarified that a prevailing party may defend a judgment on alternative grounds without filing a cross-appeal unless seeking a more favorable judgment.


Blocker Expl. Co. v. Frontier Expl., Inc., 740 P.2d 983 (Colo. 1987)