UNITED STATES COURT OF APPEALS FOR THE THIRD CIRCUIT _____________

Nos. 22-1280, 22-1376

_____________

EPSILON ENERGY USA, INC., Appellant in 22-1280 v.

CHESAPEAKE APPALACHIA, LLC _____________

EPSILON ENERGY USA, INC.

v.

CHESAPEAKE APPALACHIA, LLC, Appellant in 22-1376 _____________ On Appeal from the United States District Court for the Middle District of Pennsylvania (D.C. No. 1-21-cv-00658) District Judge: Honorable Jennifer P. Wilson _____________

Argued January 25, 2023 _____________

Before: HARDIMAN, KRAUSE, and MATEY, Circuit Judges.

(Filed: August 23, 2023) _____________ Matthew A. Fitzgerald [ARGUED] McGuireWoods 800 E Canal Street Gateway Plaza Richmond, VA 23219 Gregory J. Krock McGuireWoods 260 Forbes Avenue Suite 1800 Pittsburgh, PA 15222 Elizabeth M. Thomas McGuireWoods 201 N Tryon Street Suite 3000 Charlotte, NC 28202 Counsel for Epsilon Energy USA, Inc. Richard L. Armezzani Daniel T. Brier John B. Dempsey [ARGUED] Nicholas F. Kravitz Myers Brier & Kelly 425 Biden Street

2 Suite 200 Scranton, PA 18503 Counsel for Chesapeake Appalachia, LLC ___________

OPINION OF THE COURT ____________ MATEY, Circuit Judge.

“Law, in its most general and comprehensive sense, signifies a rule of action.” 1 William Blackstone, Commentaries *38 (George Sharswood ed., 1893) (1765). The Federal Rules of Civil Procedure are rules of action designed to secure the just and efficient determination of civil proceedings. And their joinder provisions promote the ancient balance among efficiency, fairness, and finality. These concerns compete in a dispute between Epsilon Energy USA, Inc. (“Epsilon”) and Chesapeake Appalachia, LLC (“Chesapeake”) about the terms of contracts for developing and operating natural gas projects. They disagree about the proper parties and whether missing members of the development deal leave the lawsuit incomplete and improper for decision.

Drawing on their classical roots, the Federal Rules direct courts to determine which parties are really needed, offering broad statements of principle that must be conscientiously construed, not rotely recited.1 And while we

1 See Fed. R. Civ. P. 1 (The rules “should be construed, administered, and employed by the court and the parties to

3 agree with the District Court that the other contracting parties are required, deciding whether to proceed without those that cannot be joined involves further findings better performed by the trial judge. So we will vacate and remand for further consideration.

I.

Epsilon, an Ohio corporation with a principal place of business in Texas, entered into several Joint Operating Agreements (“JOAs”) with oil and gas companies, including Chesapeake, a limited liability company whose sole member is an Oklahoma citizen, to develop natural gas in Pennsylvania.2 The JOAs designate Chesapeake as the “Operator,” requiring Chesapeake to “conduct and direct and have full control of all operations on the Contract Area.” App. 390. Chesapeake can be removed as Operator only for good cause by an affirmative vote of the other JOA parties.

secure the just, speedy, and inexpensive determination of every action.”); see also 1 William Blackstone, Commentaries *61 (“[S]ince in laws all cases cannot be foreseen or expressed, it is necessary that, when the general decrees of the law come to be applied to particular cases, there should be somewhere a power vested of defining those circumstances, which (had they been foreseen) the legislator himself wou