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Contract Negotiations Oil & Gas

Hicks Johnson

Update: Force Majeure Provisions in the Age of COVID-19

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As the COVID-19 crisis and its economic fallout intensify, contractual parties have increasingly invoked force majeure provisions to excuse performance of contracts. This article is a follow up to Schiffer Hicks Johnson’s...more

King & Spalding

Risk Mitigation in International Petroleum Contracts

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Risk mitigation provisions in an upstream petroleum contract between host government (HG) and international oil company (IOC) can make the difference between success and failure when the HG exercises its legislative...more

Gray Reed

“No Obligation” Clause Dooms Oil and Gas Asset Bid

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In Chalker Energy Partners III LLC v. LeNorman Operating LLC, the Texas Supreme Court reaffirmed its belief in the sanctity of the written contract and the freedom of parties to negotiate and agree to contracts as they...more

A&O Shearman

First No Contract by Ambush. Now No Contract by Email, Texas Supreme Court Says.

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On February 28, 2020, the Texas Supreme Court reversed a ruling from the First Court of Appeals in Houston in the case of Chalker Energy Partners III, LLC, et al. v. Le Norman Operating LLC, 547 S.W.3d 27 (Tex. App.—Houston,...more

Porter Hedges LLP

Alert: "Texas Supreme Court Confirms No Obligation Clauses Can Prevent Contract Formation"

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On the heels of its opinion in Energy Transfer Partners, L.P. v. Enter. Products Partners, L.P., in which the court held that parties can agree to conditions precedent before the partnership formation factors in Tex. Bus....more

King & Spalding

Moving Towards Alignment in Midstream Contracts (Part One)

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In late 2017, midstream services providers (each, a “Midstream Provider”) began in earnest to offer forms of additional upside compensation to oil and gas lessees/operators (each, an “Upstream Shipper”) in exchange for...more

Gray Reed

Texas Supreme Court Says Don’t Mess With a Written Contract

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It is no surprise to Texas Supreme Court watchers that in Energy Transfer Partners et al v. Enterprise Products Partners LP et al. the court rejected claims that the parties had created a partnership by actions that varied...more

Skadden, Arps, Slate, Meagher & Flom LLP

Texas High Court Lays Partnership Formation Questions to Rest

On Friday, January 31, 2020, the Supreme Court of Texas clarified the law of partnership formation in the closely watched case of Energy Transfer Partners, L.P. et al. v. Enterprise Products Partners, L.P. et al. The case...more

Orrick, Herrington & Sutcliffe LLP

Texas Supreme Court: Contracting Parties Can Negate The Formation Of A Partnership Through Contractual Conditions Precedent In...

The Texas Supreme Court issued an important ruling on Friday, January 31, 2020, on the formation of partnerships where parties have provided by contract specific conditions that must be satisfied before a partnership will be...more

Orrick - Antitrust Watch

Merger Non-Compete Clauses – Be Lawful or Be Gone

Non-compete clauses are commonly included in M&A agreements. Although generally recognized as lawful, non-competes must fulfill certain requirements to comply with antitrust and competition laws. A recent FTC enforcement...more

White & Case LLP

Contractual duties of good faith in "relational contracts"

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In a long running group litigation between a number of Sub-Post Masters and Post Office Limited, Mr Justice Fraser, sitting in the English High Court, has given detailed consideration of the issue of relational contracts in...more

Bennett Jones LLP

Operators May Reduce Annual Compensation Under Surface Lease Agreements

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On March 19, 2019, the Alberta Court of Queen's Bench (ABQB) ruled in Karve Energy Inc. v Drylander Ranch Ltd., 2019 ABQB 298 that the Surface Rights Board (Board) does not have the authority to interfere with the amount of...more

King & Spalding

Disclaiming Reliance in Texas Requires Specificity

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The Supreme Court of Texas in its recent IBM decision provided further clarity to what contracting parties must say in their contracts to disclaim fraudulent inducement claims. Int’l Bus. Mach. Corp. v. Lufkin Indus., LLC,...more

Opportune LLP

Contingent Consideration: Valuing & Reporting These Two-Way Hedges for Oil & Gas Acquisitions

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Bid-ask spreads have recently been a sticking point in oil and gas deals. Sellers may feel optimistic on commodity prices or future asset performance, but buyers may be cautious, or even pessimistic, on these points. One...more

Jackson Walker

‘A Primer on Marketing Hydrocarbons’ Presentation

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Jackson Walker partner Michael P. Pearson delivered a presentation entitled “A Primer on Marketing Hydrocarbons” at the Fundamentals of Oil, Gas and Mineral Law Course associated with the 44th Annual Ernest E. Smith Oil, Gas...more

Porter Hedges LLP

Business Litigation Alert: "Texas Supreme Court Ruling Highlights the Importance of Heeding 'Red Flags' During Pre-Contract...

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Last month, the Texas Supreme Court upheld a lower court’s decision to toss a lawsuit by Orca Assets GP LLP against JP Morgan Chase over property in the Eagle Ford Shale. ...more

Dechert LLP

Global Private Equity Newsletter - Winter/Spring 2018 Edition: Recent Developments in Acquisition Finance - Did you just commit to...

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The question of when parties to a potential transaction actually become bound to each other is obviously an important one, and sometimes the answer can be surprising, or less than entirely clear. A recent Texas Court of...more

Tucker Arensberg, P.C.

Capouillez Case is a Warning to Non-Attorneys Representing Landowners in Gas Lease Negotiations

Since the first Marcellus Shale well was drilled in 2004, tens of thousands of oil and gas leases have been negotiated across Pennsylvania. Non-lawyers sometimes play a prominent role in the leasing process. Originally...more

Roetzel & Andress

Ohio Supreme Court Rules in Landowner Royalty Case

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In a closely watched and long-awaited case with potentially sweeping industry-wide consequences, the Supreme Court of Ohio refused to adopt a default rule regarding deduction of postproduction costs from landowner royalties...more

Clark Hill PLC

My Compliments to DTE

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DTE acts quickly and reasonably to settle Milford bypass case. Since I previously wondered whether DTE was engaging in chicanery by providing a construction document that identified the proposed location of the easement...more

Akin Gump Strauss Hauer & Feld LLP

Revisiting the Material Adverse Effect Clause in Upstream Transactions

Oil prices have plunged by about one-third in the past 90 days and this past week oil fell for five consecutive days and dropped approximately 10 percent for the week. While many think that prices are at the bottom, others...more

Gray Reed

Must the Lessee Be Wary of the Executive Right Owner?

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You are negotiating to take a big oil and gas lease. The run sheets show you are dealing with an executive right owner on behalf of himself and his NPRI owner. His proposed terms are odd: a lower-than-market royalty and a...more

Baker Donelson

Talks Resume in Ongoing Refinery Worker Strike

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Representatives of the major oil companies and the United Steelworkers Union returned to the table on March 9, 2015 to resume talks regarding a three-year labor contract during a strike by workers that has now entered its...more

BakerHostetler

The Supreme Court of Texas Marries Contractual Limitations to Insurance Policies

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In a case that has been closely watched by the oil and gas industry and its insurers, the Supreme Court of Texas issued its opinion in In re Deepwater Horizon on February 13, 2015, and settled the debate concerning whether a...more

King & Spalding

Drilling Contracts – Avoiding Misunderstanding

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Drilling contracts are at the core of upstream operational agreements. They come in many forms and are negotiated to varying degrees depending on the value of the contract, level of risk involved, and existence of regional...more

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