Reported / Citable
Background
SetPoint Energy, a professional-services staffing company, sued Coterra Energy and its operating subsidiary to recover 11 unpaid invoices for consulting services at Coterra facilities in New Mexico’s Permian Basin. SetPoint alleges it supplied 86 invoices between February and May 2025, of which Coterra paid 75.
Coterra counterclaimed over nearly $2 million in project-management fees that Avant, the seller of oil-and-gas assets later acquired by Coterra, had paid SetPoint for SetPoint President Braden Harris’s services before the acquisition closed. Coterra alleged Harris was also Avant’s senior operations employee, that the fees duplicated work for which Coterra already paid Avant under the purchase agreement, and that SetPoint did not disclose the alleged duplication.
The Court’s Holding
Magistrate Judge Christina A. Bryan recommended denying SetPoint’s motion to dismiss Coterra’s counterclaims for common-law fraud, fraud by nondisclosure, and negligent misrepresentation. Coterra adequately pleaded the alleged invoices, the relevant period, Harris’s dual roles, the claimed omission of material information, and its asserted reliance when it reimbursed Avant for the invoices.
The recommendation did not decide whether Coterra can prove those allegations. It concluded only that the counterclaims plausibly stated claims and met Rule 9(b)’s particularity requirement. The judge recommended granting the motion as to declaratory relief because Coterra’s requested declarations would merely duplicate issues resolved through SetPoint’s claims and Coterra’s other counterclaims.
Key Takeaways
- Detailed allegations about allegedly duplicative invoices and the invoicing party’s insider role can satisfy Rule 9(b) at the pleading stage.
- Whether reliance on allegedly misleading invoices was justifiable ordinarily remains a fact question.
- A declaratory-judgment counterclaim may be dismissed when it mirrors the issues and relief already presented by substantive claims.
Why It Matters
The recommendation illustrates that commercial billing-dispute counterclaims sounding in fraud can proceed when the claimant identifies the invoices, timeframe, participants, alleged concealment, and financial injury. But parties cannot use declaratory relief to obtain a duplicate determination of liability already squarely presented by the underlying claims.