12
Of course, the parties were free to use the term “successor in interest” in Paragraph
24. But they didn’t. Instead, they chose “successor,” and we must respect that choice.
Indeed, “[o]ur task is not to rewrite the terms of [the Decree] between the parties; instead,
we are to enforce it as written.” Fraternal Ord. of Police, Lodge No. 69 v. City of Fairmont,
468 S.E.2d 712, 716 (W. Va. 1996).
Accordingly, we look to the “plain and ordinary meaning” of the term “successor,”
Bass v. Coltelli-Rose, 536 S.E.2d 494, 497 (W. Va. 2000) (citation omitted), mindful of the
context in which the term appears, see Chesapeake Appalachia, L.L.C. v. Hickman, 781
S.E.2d 198, 213 (W. Va. 2015) (stating that contract terms “are to be read in their context”).
When dealing with corporations like ERP, the term “successor” typically means “[a]
corporation that, through amalgamation, consolidation, or other assumption of interests, is
vested with the rights and duties of an earlier corporation.” Successor, Black’s Law
Dictionary (11th ed. 2019).
6
So the question becomes whether a third-party permit
6
This definition, we note, is entirely distinct from that of the term “successor in
interest,” both as defined in the relevant federal and state surface mining regulations and
according to its ordinary meaning. As contrasted with the definition of the term “successor
in interest,” which implicates only a succession to rights associated with the ownership or
control of certain property, the definition of the term “successor” requires a succession to
the rights and duties of an earlier corporation through amalgamation, consolidation, or
other assumption of interests—like, for example, a corporate merger or stock purchase, see
Amalgamation, Black’s Law Dictionary (11th ed. 2019) (“The act of combining or uniting;
consolidation <amalgamation of two small companies to form a new corporation>.”). Thus,
the term “successor” takes on a different and more limited meaning than the term
“successor in interest.”
The district court saw it differently. In its view, “a ‘successor in interest’ requires a
greater enmeshment between two corporate entities than a ‘successor,’ meaning that an
entity that is a ‘successor in interest’ would be a ‘successor,’ too.” W. Va. Highlands
Conservancy, Inc., 2023 WL 2330427, at *5; cf. Response Br. 25 n.5 (asserting that “a
(Continued)