Contract Law Management in Oil & Gas Industry

Why You Should Attend This Course:

This 2-day course explores the legalities of contract and contractual obligations, specific to the oil and gas industry. Having a sound understanding of the operations of Contract Law will therefore better enable persons employed in the role of contract managers or any other project key personnel to fulfil their responsibilities in an effective way.

Course Outline:

Introduction

• The Reasonable Man Test
• Managing contracts
• Common law vs. civil law system
• Consideration sufficiency in common law
• Territorial delimitation and hydrocarbons resources

- dispute resolution
- mediation
- arbitration

• Due diligence
• Seek appropriate Contractual Safeguards

- force majeure
- indemnity clause

• The 4 Regimes governing relationships

- Licenses
- Concessions
- Production sharing agreements (PSA)
- Service contracts

Upstream Joint Ventures

• joint bidding agreements + joint operating agreements
• key features of joint operating agreements
• leaving the joint venture

- withdrawal & default
- transfers & pre-emption rights

• lifting and disposal
• abandonment & decommissioning
• force majeure

Downstream Consumption

• gas sale & purchase agreements (GSA)
• different types of GSA with key distinguishing characteristics

- means of bringing gas to market
- responsibility for pipe line transportation
- depletion and term-supply contract

• parties to GSA

- multiple sellers and / or buyers

• conditions precedent

- obtaining all necessary government approvals

• GSA start date
• late start
• gas supply period
• terms extension
• delivery pressure & control of gas flow
• reserve assurances under GSA
• seller's reservations
• contract quantities
• daily contract quantity
• annual contract quantity
• maximum daily contract quantity
• excess gas
• take-or-pay
• carry forward
• make-up gas
• shortfall and its remedies
• exclusions from shortfall

- gas not taken by buyer
- force majeure
- buyer s acts or omissions

• seller did not comply with agreed quality specification
• notify any off-specification gas
• gas price negotiations

- lower and higher gas price

• price review clauses
• nominations contractual quantities of gas
• variations
• forecasts
• undertake and overtake
• measurement and testing
• invoicing and statements
• late payment or failure to pay
• payment disputes
• Force Majeure e.g. acts of God & natural disasters
• termination
• facilities and maintenance
• definitions and interpretation provisions
• assignment and transfers
• liability and indemnities
• conduct of claims
• duty to mitigate losses
• insurance
• confidentiality
• governing law
• dispute resolution and arbitration
• expert determination
• representations and warranties
• sovereign immunity
• application of terms implied by domestic laws or international
• conventions

Boilerplate provisions

• entire agreements
• time of the essence
• costs
• relationship of parties and exclusion of partnership
• further assurance
• third party rights (or exclusion thereof)
• public announcements
• waivers
• invalidity and severability
• variations
• notices

Applicability of Contractual Legal Principles

• making a valid contract
• misrepresentations
• terms of contract conditions, warranties and complex terms
• enforcing the contract
• remedies available for breach of contract
• consequences of frustration

Trainer's Profile:

Prof Catherine Tay Swee Kian is an Associate Professorial Fellow lecturing law at the National University of Singapore, Department of Strategy and Policy (NUS Business School). She is also an Advocate and Solicitor of the Supreme Court of Singapore and an author of several law books, including contract law book. She is a Barrister-at-Law from Lincoln s Inn, United Kingdom.

Prof Tay studied law at Queen Mary College, University of London and graduated with a Master of Laws, in which she specialised in Company, Shipping, Insurance and Marine Insurance Laws. She did her pupillage under the Honourable Lady Mary Hogg in London and returned to Singapore in the law firm of Rodyk & Davidson.

Prof Tay was on the Board of Overseas Editors for the (United Kingdom) Journal of Financial Crime, an official publication of the Cambridge International Symposium on Economic Crime. She has presented papers at many conferences and seminars on Business Law, Medical Law, Company and Insolvency Laws both overseas and in Singapore. Prof Tay is an examiner on law subjects for a number of professional bodies in Singapore and overseas. She also conducts in-house seminars for hospitals, banks, statutory boards, hotels, commercial firms and companies, clubs and associations.

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