Arrow Field Services, a midstream company that operates the Bear Den I gas processing plant in Watford City, North Dakota, decided in 2017 to build the larger Bear Den II plant on an accelerated schedule and hired Linde Engineering North America under a target-price engineering, procurement, and construction agreement with a target base cost of about $65.7 million and a fixed fee of about $9.6 million. In December 2019 Linde sued Arrow for more than $50 million in base costs, saying Arrow refused to pay actual expenses under the contract, while Arrow said Linde was in continuous default and had not shown its costs were reasonably incurred.¹

A jury awarded Linde its damages and the trial court awarded Linde interest and attorney's fees under the Prompt Payment Act. The First Court of Appeals affirmed the judgment on Linde's breach of contract claim but vacated the Act interest award, holding the contract fell within the Act's mineral development and oilfield services exemption (710 S.W.3d 856). Linde and Arrow each petitioned for review in March and April 2025, and on October 10, 2025 the Court granted both petitions on the parties' joint motion after settlement and issued the mandate the same day.

Two petitions for review from the First Court of Appeals; granted on the parties' joint motion under Rule 56.3 pursuant to settlement, judgments vacated and case remanded for rendition of judgment on the settlement, October 10, 2025.

Linde asked whether the exemption for "Mineral Development" and "Oilfield Services" excuses an owner from prompt-payment interest on a contract solely to build a plant; Arrow asked, conditionally, whether Linde's contract claim failed for default, flowdown noncompliance, and lack of expert evidence on costs.¹

Linde (Petitioner): the exemption is narrow and covers only contracts to explore, produce, develop, purchase, sell, gather, store or transport hydrocarbons, not a construction contract for a plant, and Arrow waived any challenge to the trial court's implied findings.

Arrow (Petitioner): the Prompt Payment Act issues are moot because Linde's contract claim fails, and Linde was in continuous default and lacked proper evidence of reasonable costs.¹

Linde argued the court of appeals' reading of the exemption expands it to a broad range of contracts and throws existing construction payment practices into disarray.¹

None noted