11. Plaintiff brings this action on behalf of himself and as a class action pursuant to  Rule 23(a) and (b)(3) of the Federal Rules of Civil Procedure on behalf of the following class  (the “Class”): All persons who are royalty owners in Oklahoma wells where Defendants (including their affiliated predecessors and affiliated successors) are or were the  operator (or a working interest owner who marketed their share of gas and  directly paid royalties to the royalty owners) from January 1, 2008 to the date  Class Notice is given. The Class claims relate to royalty payments for gas and its  constituents (such as residue gas, natural gas liquids, helium, nitrogen, or drip  condensate). Excluded from the Class are: (1) agencies, departments or instrumentalities of the  United States of America, including but not limited to the U.S. Department of the  Interior (the United States, Indian tribes, and Indian allottees); (2) the State of  Oklahoma or any of its agencies or departments that own royalty interests; (3)  Defendants, their affiliates, predecessors, and employees, officers, and directors;  (4) any publicly traded company or its affiliated entity that produces, gathers,  processes, or markets gas; (5) the claims of royalty owners to the extent covered  by arbitration clauses or prior settlement agreements, if any, still in effect at the  time suit was filed herein; (6) overriding royalty owners and others whose interest  was carved out from the lessee’s interest; (7) royalty owners who have already  filed and still have pending lawsuits for underpayment of royalties against  Defendants at the time suit is filed herein; (8) royalty owners only to the extent  they take gas in-kind, if any; and, (8) royalty owners only to the extent receiving  “Blanchard” payments.  13. Defendants operate or have operated hundreds of Class Wells that produce gas. Defendants hold a working interest in these Wells, with at least one, and usually multiple, royalty  owners for each well.   14. Defendants have within their possession or control records that identify all  persons to whom they (including affiliated predecessors and those for whom it is legally  responsible) have paid royalties from Class Wells during the Class Period.  16. Plaintiff is typical of other class members because Defendants pay royalty to  Plaintiff and other Class members using a common method. Defendants pay royalty based on the  net revenue Defendants receive under their gas contracts which terms royalty owners do not  know or approve. The contracts are for services necessary to place the gas and its constituent  parts into marketable condition so they can be sold into recognized, active, and competitive  commercial markets.  17. Plaintiff will fairly and adequately protect the interests of the members of the  Class. Plaintiff is a royalty owner to whom Defendants pay royalty. Plaintiff understands his duties as Class representative. Plaintiff has retained counsel competent and experienced in class  action and royalty owner litigation.  18. This action is properly maintainable as a class action. Common questions of law  or fact exist as to all members of the Class, and those common questions predominate over any  questions solely affecting individual members of such Class. See ¶15, above. There is no need  for individual Class members to testify in order to establish Defendants’ liability to or damages  sustained by Plaintiff and members of the Class.  20. Class action treatment in this matter is further superior to the alternative of  numerous individual lawsuits by all or some members of the Class. Joinder of all Class members  would be either highly impracticable or impossible. And the amounts at stake for individual  Class members, while significant in the aggregate, would be insufficient to enable them to retain competent legal counsel to pursue claims individually. In the absence of a class action in this  matter, Defendants will likely retain the benefit of their wrongdoing. 61. Plaintiff and the Class incorporate by reference the allegations in all other  paragraphs of this Complaint as if fully set forth in this section.  62. Plaintiff and the other Class Members entered into written, fully executed, oil and  gas leases with Defendants, and those leases include implied covenants requiring Defendants to  prepare the gas and its constituent parts for market at Defendants’ sole cost. The leases also place  upon Defendants the obligation to properly account for and pay royalty interests to royalty  owners under the mutual benefit rule and good faith and fair dealing.  63. At all material times, Plaintiff and the Class have performed their terms and  obligations under the leases.  64. Defendants breached the leases, including the implied covenants, by their actions  and/or inactions in underpaying royalty or not paying royalty on all products sold from the gas  stream.  65. As a result of Defendants’ breaches, Plaintiff and the Class have been damaged  through underpayment of the actual amounts due. 66. Plaintiff and the Class incorporate by reference the allegations in all other  paragraphs of this Complaint as if fully set forth in this section.  68. A fiduciary duty was created and vested when Defendants (or their predecessor in  interest) requested and received unitization orders from the Oklahoma Corporation Commission  pursuant to those statutes.  69. Defendants are the unit operator by appointment from the Oklahoma Corporation  Commission for Class members.  70. Defendants breached their fiduciary duty to the Class members by failing to  properly report, account for, and distribute gas proceeds to the Class members for their  proportionate royalty share of gas production.  71. As a direct and proximate result of Defendants’ conduct in breaching their fiduciary duties, Class members are entitled to recover actual damages.  72. Plaintiff and the Class are also entitled to and seek pre-judgment interest, post- judgment interest, attorneys’ fees from the common fund, expenses, and costs. 73. Plaintiff and the Class incorporate by reference the allegations in all other  paragraphs of this Complaint as if fully set forth in this section.  74. Defendants made uniform misrepresentations and/or omissions on the monthly  check stubs sent to Class members reflecting the wrong volume and price, and not detailing all of  the monetary fee and in-kind volumetric deductions.  76. Defendants also concealed or failed to disclose facts about the price, volume,  value, various products produced, and deductions, which Defendants had a duty to disclose to  avoid presenting half-truths or misrepresentations.  77. Defendants undertook the duty to properly account by making the statements in  check stubs on a monthly basis to royalty owners. By speaking on the issue, Defendants had a  duty to make full and fair disclosure of all relevant facts. This is especially so because  Defendants had superior and/or specialized knowledge and/or access to information when compared to royalty owners.  78. Defendants knew that their representations or omissions on the monthly check  stubs were at least ambiguous and created a false impression of the actual facts to the royalty  owners.  79. Defendants knew the facts were peculiarly within Defendants’ knowledge and  that the Class was not in a position to discover the facts pertaining to the proper volume, values,  and constituents coming from their wells. Accordingly, having spoken on the subject matter,  Defendants had a duty to make full and fair disclosure of all material facts such that their statements were not misleading, but did not.  81. The misrepresentations and omissions were intentionally made. They were  intended to suggest that the price was a third party commercial price without hidden deductions,  the volumes were accurately measured without volumetric deductions, and that deductions would  be shown on the check stub when in fact they were not.  82. By creating and mailing misleading check stubs to the Class, Defendants have fraudulently and deceitfully misled the Class into believing that the Class Members had been  paid on the full value of the production from their wells.  83. Defendants acted intentionally or recklessly in disregard of the rights of Plaintiff and the Class Members, on a uniform basis, by not properly paying royalty owners, by deceiving  them with check stubs that were misleading, and by failing to correct Defendants’ royalty  payment practices after being sued multiple times for underpaying royalties such that punitive  damages should be awarded and that Defendants acted intentionally and with malice toward  Plaintiff and the Class Members subjecting Defendants to punitive damages.  84. As a direct and proximate result of Defendants’ deceit and fraud, Plaintiff and the  Class were underpaid monthly for royalties and are entitled to recover actual and punitive  damages.  85. In addition, the money wrongfully obtained by Defendants as a result of what  should have been paid to Plaintiff and the Class should be held in constructive trust along with  monetary interest for Plaintiff and the Class.