Background

Mieco, L.L.C. brought suit against Pioneer Natural Resources USA, Inc. following Pioneer's failure to deliver contracted natural gas volumes during Winter Storm Uri. The dispute centered on whether the extreme weather event and its cascading effects on gas production and delivery infrastructure constituted force majeure under the parties' gas purchase agreement, thereby excusing Pioneer's non-performance.

The Force Majeure Issue

The central question before the Fifth Circuit was the proper interpretation of the force majeure clause's use of the term "prevent." Mieco argued that force majeure should apply only when performance is rendered literally impossible. Pioneer maintained that the clause should be read to excuse performance when an enumerated force majeure event makes performance impracticable, even if not strictly impossible.

The Fifth Circuit sided with Pioneer, holding that "prevent" in force majeure clauses means impracticability rather than literal impossibility.

Expert Testimony on Contract Interpretation

The panel also addressed Mieco's proffer of expert testimony regarding the meaning of specific contractual terms in the gas purchase agreement. Mieco's expert witness offered opinions on how the force majeure clause and related provisions should be interpreted. The district court excluded this testimony, and the Fifth Circuit affirmed.

The court reaffirmed that contract interpretation is a question of law reserved for the court, not a factual matter for expert witnesses. Experts may not offer legal conclusions about what contract terms mean.

Implications

The Fifth Circuit's holding establishes that "prevent" in force majeure clauses requires impracticability rather than literal impossibility. The court also affirmed the exclusion of expert testimony on contract interpretation, reinforcing that such matters remain questions of law for the court.