Judge Jesse Furman
Oppenheimer agreed to assist Trans Energy in raising operating capital. Trans Energy incorporated American Shale in connection with a Feb. 29, 2012 Credit Agreement under which Chambers Energy Management LP loaned Trans Energy $50 million. American Shale consummated the "Chambers Financing" in April 2012. Oppenheimer sued Trans Energy and American Shale for contract breach alleging their failure to properly compensate it $1.15 million. It argued, among other things, that the $50 million loan it secured for Trans Energy through the Chambers Financing was an "equity linked…obligation" under Section (d)(ii) of their July 22, 2011, letter agreement. Despite dismissing Oppenheimer’s good faith negotiation claim, the court found "equity linked…obligation" ambiguous. The phrase was nowhere defined in the parties’ agreement. Although defendants cited sources supporting their claim that the Chambers Financing was "straightforward senior debt" under Section (d)(1)thereby entitling Oppenheimer to only $625,000, Oppenheimer put forward sources indicating that "equity-linked financing transactions" may include "debt instruments with detachable warrants" such as those issued by American Shale.
