Oil and Gas Joint Operating Agreements - Default Provisions, A Dilemma by Default by Yanal

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Oil and Gas Joint Operating Agreements Default Provisions, A Dilemma by Default by B. Jensen and Y. Abul-Failat

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Oil and Gas Joint Operating Agreements Default Provisions, a Dilemma by Default Birgitte Jensen and Yanal Abul Failat

English law is often the law of choice in complex and high value contracts where issues such as remedies, default, limitation of liability and financing are paramount. Further, English law affords JV partners comfort that their JV agreement will be construed in accordance to its own terms and cannot be declared void on technical grounds as no codified structure exists. However, as the attitudes of the English courts remain uncertain on the question of forfeiture and whether such a remedy would be held to be a penalty, JV partners must tread carefully when agreeing the default provisions in their JOA. Therefore whilst it may be tempting for JV partners to choose the alternative default provisions to forfeiture (namely, withering options and buy-out provisions) on the pretext that this will bring JV partners on safer ground, these provisions themselves may in fact hide some risks more commonly associated with outright forfeiture clauses.

Abbreviations:

AIPN:

Association of International Petroleum Negotiators

AIPN JOA:

2012 International Model Joint Operating Agreement

Alfred McAlpine:

Alfred McAlpine Projects Ltd v Tilebox Ltd [2005]104 ConLR 39

AMPLA:

The Australian Model Petroleum Joint Operating Agreement 2011

CAPL JOA:

Canadian Association of Petroleum Landmen Operating Procedure 2007

Cavendish:

Cavendish Square Holdings BV, Team Y&R Holdings Hong Kong Ltd v Talal el Makdessi [2012] EWHC 3582 (Comm)

DP:

Defaulting Party

Discount:

An agreed percentage of the fair market value of the defaulting party's interest (used in calculating the price value in buy-out provisions)

Dunlop:

Dunlop Pneumatic Tyre Co Ltd v New Garage and Motor C Limited [1915] AC 79

EL-Hajjali:

Tullet Prebon Group Ltd v Ghaleb El-Hajjali [2008] All ER (D) 437

IOC:

International Oil Company

JOA:

Joint Operating Agreement

Jobson v Johnson:

Jobson v Johnson [1989] 1 All ER 621

JV:

Joint Venture

NDP:

Non-Defaulting Party

OPCOM:

Joint Operating Committee

Public Works:

Public Works Commissioner v Hills [1906] AC 26

UK Model JOA:

Oil and Gas UK Model JOA 2009

UKCS:

United Kingdom Continental Shelf

Webster:

Webster v Bosanquet [1912] AC 394

1. Introduction

The financial and technical challenges and risks of upstream operations compel oil and gas companies to spread the risks and to minimise costs. As such, the right to explore, exploit, appraise and produce oil and gas is rarely exercised by a single entity. Rather companies form joint ventures ("JV") to share the expenditure, risk, property and production (if successful) in proportion to their respective participating interest. The synergistic nature of a JV further allows participants to enjoy the financial standing of their partners and facilitates the merging of skills/expertise thereby providing companies with the opportunity to outlay their investment in multiple ventures and thus increase their chances of finding and exploiting oil and gas. JVs can take the form of a corporation, limited liability company or partnership although in the oil and gas industry JVs are usually unincorporated which means that they do not have a distinct legal personality and therefore cannot be taxed, sued or sue in their own name.

The Joint Operating Agreement ("JOA") is the private agreement which 'splits' the joint and several liabilities imposed by the terms of the licence (as awarded by the relevant state) and regulates the relationship, obligations and rights between the JV partners. A JOA will cover many aspects of the partners' investment and is generally designed to last for the lifetime of the investment, from exploration through to production and will address issues including the funding project accounting and voting procedure and not least the default mechanisms should a partner fail to act in accordance with the JOA and not meet his financing commitments.

The high capital intensive nature of exploration and production activities requires robust default provisions designed to achieve: (i) compliance with the funding obligations (ii) certainty in the event of sustained default in order to allow the JV to continue despite a partner defaulting; and (iii) efficient remedies to compensate the non-defaulting parties ("NDP") taking into account the actual stage of the project at the time of the default.1

Default in the oil and gas industry, particularly in the North Sea is a rare occurrence but in the light of the

ongoing global recession and the high capital intensive nature of E & P we may see a higher number of oil companies defaulting in the near future.

2. Default Provisions

To ensure that the JV can survive notwithstanding a party being in default of cash calls, the JOA will provide for NDPs to provide financial contributions in accordance with the NDPs respective percentage interests on the defaulting party's ("DP") behalf. This clearly contradicts the underlying purpose of a JOA to share the financial burden. Further, any failure by the NDPs to pay these additional sums will be treated as a default itself.2 Initially a DP has a remedial right to pay his default, plus interest, within a specified period which is typically set at 60 days.3 After this period, the DP will face escalating consequences namely: (i) loss of right to vote in the JV committee; (ii) loss of entitlement to production share and property rights; (iii) loss of access to information; (iv) dilution of the DP interest; and (v) ultimately, in some cases, forfeiture.4

3. Forfeiture

Forfeiture is generally considered as the "ultimate price paid for failure to contribute a percentage interest share of the cost of the joint venture."5 It entails the DP transferring its 2

Charez Golvala, 'Upstream Joint Ventures – Bidding and Operating Agreements' in Geoffrey Picton-Turbervill

(ed), Oil and Gas: a Practical Handbook (Globe Law and Business 2009) 49. 3

Oil and Gas UK Model JOA 2009 ("UK Model JOA"), Clause 17.6.1.

Ibid, Clause 17.

Golvala (n 2).

entire interest to the NDPs in accordance to their respective percentage ownership.6 In the UK Model JOA, subject to any necessary consent of the Secretary of State for the assignment, a NDP has a right as a beneficial owner to be the assignee in respect of the DP's interest in the production licence free of any encumbrances (other than rent and royalty under the licence).7 If the Joint Operating Committee ("OPCOM") or the parties unanimously decide to not acquire the DP's interest they will be considered to have abandoned the joint operations under the JOA and accordingly the licence will be surrendered.8

Despite the simplicity of forfeiture provisions, the enforceability of such clauses under English law has been an area of major concern for oil and gas players and in particular when such provisions are assessed when the operations are in the production phase.9 At this stage of the project the DP would have already invested substantially in the operations, therefore enforcing forfeiture in such circumstances could be considered by the English courts to be disproportionate to the injury actually suffered by the NDPs and thus rendering the forfeiture clause a penalty.10

4. Withering Provisions

As a consequence of the industry's concern against the enforceability of total forfeiture clauses, in particular at the production phase, the 'withering interest' clause was introduced to mitigate the perceived risks of a total forfeiture clause.11 Under a withering interest provision a DP's interest will decrease in proportion to the increase in the amount and the period of default.12 Although generally speaking, adopting withering interest forfeiture clauses as opposed to an outright forfeiture clause decreases the risk of the default provision being 6

Peter Roberts, 'Fault Lines in Joint Operating Agreements' (2008) 7 IELR 274, 275.

UK Model JOA, Clause 17.6.3.

Ibid, 17.6.2.

Styles Scott Styles, ‘Joint Operating Agreements’ in Greg Gordon, John Paterson and Emre Usenmez (eds), Oil

and Gas Law: Current Practice and Emerging Trends (2nd edn, DUP 2011) 392 at 12.45; Geoffrey Willoughby, 'Forfeiture of Interests in Joint Operating Agreements' (1985) 3 JENRL 265. 10

Terence Daintith and Geoffrey Willoughby, Manual of United Kingdom Oil and Gas Law (Sweet and

Maxwell 1984) 105 at 1 – 634; Styles (n 9) 392 or 12.45. 11

John Waite and David Dawborn 'Contractual Forfeiture of Joint Venture Interests: are such clauses

enforceable' (1990) 11 OGLTR 389. 12

Ibid, Styles (n 9) 394 -395.

perceived as a penalty clause, the formulas used to apply withering clauses can be very complicated and as such have generally proved unpopular.

5. Buy-Out Provisions

Another alternative to outright forfeiture clauses are buy-out provisions. Via this mechanism, the JOA allows for the NDPs to buy-out the DP's interest which may be exercised either on an internal basis amongst the co-venturers or externally by third parties. In case of disagreement on the actual buy-out price, expert determination can be instigated.13 In the 2012 Model International Model Joint Operating Agreement ("AIPN JOA"), the buy-out provision, which is set out as an alternative to forfeiture, provides that:

[A]ny non-defaulting Party shall have the option, exercisable in its discretion at any time, to require that the Defaulting Party offer to seek and assign all of its Participating Interest to any non-defaulting Parties wishing to purchase such Participating Interest.14 Similar to other models,15 the buy-out provision under the AIPN JOA is calculated by determining the fair market value of the DP's entire participating interest less: (i) the total amount in default; (ii) all costs, including the costs of the expert, to obtain such valuation; and (iii) an agreed percentage of the fair market value of the DP's interest ("Discount").16 The buy-out option provision is arguably the most 'reasonable' of all default options as it ensures fair reimbursement to the DP for its past contributions during the life of the venture whilst applying a discount factor serves to minimise the risk that a party may use the buy-out option as a mean of forcing the other partners to buy-out at fair market value. To discourage the misuse of the buy-out option parties will often want to apply significant discount factors - of say at least 25%. However, applying a high discount factor, as Mr Roberts suggests, may

Eduardo Pereira, 'Protection against Default in Long Term Petroleum Joint Ventures' (2012) The Oxford

Institute for Energy Studies Paper WPM 47, 11 http://www.oxfordenergy.org/wpcms/wpcontent/uploads/2012/05/WPM_47.pdf accessed 02 June 2013. 14

AIPN Model JOA, Clause 8.4.D.2.

The Australian Model Petroleum Joint Operating Agreement (2011) ("AMPLA"), Clause 16.2.

AIPN Model JOA, Clause 8.4.F.2.

itself consist of a punitive element which is similar to outright forfeiture clauses.17 This concern is further reiterated in the AIPN JOA guidance which also warns that the Discount proposed

should

carefully

examined

avoid

objections

grounds

unconscionability.

6. Penalty or a Liquidated Damages Clause?

A contractual clause which provides for a fixed or pre-determined amount to be payable on breach of contract may be recoverable as liquidated damages. The clear advantages of liquidated damage are that: (i) the rules on remoteness of damage do not apply; (ii) the recovery of damages is simpler and cheaper course of action than an ordinary damages claim; (iii) knowing the consequences of breach encourages performance; and (iv) a sum below the level of unliquidated damages can act as an effective cap.19 However, if the amount set out as being payable is not a genuine pre-estimate of the loss the provision will be a 'penalty' and therefore unenforceable. Whereas the courts recognise the rationale of liquidated damages, the approach is generally to uphold such clauses but a misguided clause risks being unenforceable as a penalty.

The leading authority on the attitude of the courts in respect of liquidated damages and penalty clauses is Dunlop Pneumatic Tyre Co Ltd v New Garage and Motor C Limited20 ("Dunlop") and Lord Dunedin who summed up principle in the following manner. Firstly, the essence of a penalty is a payment of money stipulated as in terrorem21 of the offending party; as opposed to the essence of liquidated damages which is a genuine pre-estimate of damage.22 Secondly, the question whether a sum stipulated is a penalty clause or a liquidated damages clause is a question of construction to be decided upon the terms and inherent circumstances of each particular contract. Thirdly, the relevant point in time when to judge 17

Roberts (n 6) 277.

AIPN, 'Guidance Notes to AIPN 2012 Model Joint Operating Agreement' (2012) 5

http://www.aipn.org/mcvisitors.aspx accessed 05 May 2013 19

Harvey McGregor, McGregor on Damages (Thomson Reuters 2009) 491 – 512.

[1915] AC 79.

Meaning in fear or for punishment.

Dunlop, 87; Clydebank Engineering and Shipbuilding Co. V Don Jose Ramos Yzquierdo y Castaneda [1905]

AC 6.

this is at the time of the making of the contract.23 To further assist this task of construction various tests have originated which if applicable to the clause may prove helpful or even convulsive as to whether a certain provision is a penalty as opposed to liquidated damages. These considerations include matters such as: (i) a clause will be held to be a penalty if the sum stipulated for is extravagant and unconscionable in amount in comparison with the greatest loss which could conceivably be proved to have followed from the breach; (ii) a clause will be held to be a penalty if the breach consists only in not paying a sum of money and the sum stipulated is a sum greater than the sum which ought to have been paid; and (iii) as per Lord Watson, there is a presumption (but no more) that it is a penalty when a "single lump sum is made payable by way of compensation, on the occurrence of one or more or all of several events, some of which may occasion serious and others but trifling damage."24 On the other hand however, "it is no obstacle to the sum stipulated being a genuine pre-estimate of damage that the consequences of the breach are such as to make precise pre-estimation almost an impossibility."25

More recent case law confirms the principles of Dunlop. In Alfred McAlpine Projects Ltd v Tilebox Ltd ("Alfred McAlpine")26 it was provided that the sum must be a genuine preestimate of likely loss. Liquidated damages sums and actual losses are not expected by the courts to match, in fact, a certain extent of error was allowed as long there is recognition that a sum which is "extravagant and unconscionable" will be penal when and if compared with the greatest likely loss.27 Moreover, serious and trivial breaches must be distinguished. The Court of Appeal held that the liquidated damages sum in CMC Group Plc v Michael Zhang28 was a penalty because the same amount ($40,000) was payable for all breaches of the agreement, whether serious or not and regardless of the resulting loss.29

Public Works Commissioner v Hills [1906] AC 26 ("Public Works"); Webster v Bosanquet [1912] AC 394.

Dunlop, 88; Lord Elphinstone v Monkland Iron and Coal Co. Ltd (1886) 11 App. Cas 332. (HL).

Dunlop, 89.

[2005]104 ConLR 39, 48.

Ibid.

[2006] EWCA Civ 408.

Ibid, 21.

The significance of the "extravagant and unconscionable" assessment was further clarified in Tullet Prebon Group Ltd v Ghaleb El-Hajjali.30 In this case, the court provided that often, asking whether the sum is "extravagant and unconscionable" compared with the likely losses can be enough to decide whether the clause is in fact a penalty.31 The case of Cavendish Square Holdings BV, Team Y&R Holdings Hong Kong Ltd v Talal el Makdessi ("Cavendish")32 sets out the modern approach taken by the courts when dealing with penalty clauses. The case followed the principles of Dunlop but went further and clarified that a provision which allows the NDP to withhold monies or which requires the transfer of assets from one party to another can constitute a penalty.33 Moreover, a provision will not necessarily be a penalty if it can be commercially justified and provided that the predominant purpose is to compensate loss and not to deter breach.34 Significantly, the judge held that whether or not a clause is a penalty depends on the commercial rationale for including the provision as well as the equality of bargaining powers between the parties.35 Jackson LJ in Alfred McAlpine provided that:

[B]ecause the rule about penalties is an anomaly within the law of contract, the courts are predisposed, where possible, to uphold contractual terms which fix the level of damages for breach. This predisposition is even stronger in the case of commercial contracts freely entered into between the parties of comparable bargaining powers.36

M&J Polymers Limited v Imerys Minerals Limited followed the case of Elsey v J.G. Collins that the power to strike down a penalty clause is a blatant interference with freedom of contract which "has no place where there is no oppression."37 Therefore, the courts should, wherever possible, uphold liquidated damages provisions, especially in commercial contracts 30

[2008] All ER (D) 437, para 27.

Ibid.

[2012] EWHC 3582 (Comm)

Cavendish, 29; Else (1982) Ltd v Parkland Holdings Ltd [1994] 1 BCLC 130, 137, Evans LJ stated that "the

common law rule against penalties can operate against a clause which provides for the transfer of property or other monies worth as distinct from the payment of money itself." 34

Ibid, 26 citing Mance LJ in United International Pictures v Cine Bes Filmcilik VE Yapimcilik [2004] 1 CLC

401 CA, para 15. 35

Ibid (Cavendish), 51.

Alfred McAlpine, 48.

El-Hajjali, 45.

freely entered into between parties with comparable bargaining power.38 The fact that the clause had also been heavily negotiated was also a contributing factor in the decision.39 Similarly, the judge in Steria Ltd v Sigma Wireless Communications Ltd commented that since the contract was made between two substantial and experienced companies, this contributed to the clause being upheld.40

7. To what extent could buy-out provisions be penalty clauses?

Applying the principles of Dunlop and other leading authorities, whether or not a buy-out provision is prima facie a penalty or as a result of applying a high Discount percentage will depend on considerations such as determining the financial risks of the project, the overall investment level of the project, the timing of default and crucially the attempts by the parties to pre-estimate potential losses. There is no precedent established by the courts which would serve as a 'safe' or generic Discount percentage that can be applied with 100% confidence to ensure that a buy-out provision would not be regarded as a penalty clause.

One of the difficulties with a buy-out clause is that a party who is in default would stand to lose its entire interest regardless of whether it failed to pay a £1 million cash call or a £100 million cash call. Prima facie such a provision could be considered to be a penalty since a potential outcome of the clause would be that the same sum would be payable for minor breaches (i.e. failure to pay £1million cash call) and major breaches (i.e. failure to pay £100 million cash call). In other words the amount payable upon breach of a minor cash call would be disproportionate to the breach itself.

The key to determining whether the provision is at risk of being a penalty is to try to ensure that the provision operates as a compensatory remedy for the default and serves as a genuine pre-estimate of the loss that the NDPs are likely to suffer. The relevant point in time when to judge this is at the time of the making of the contract.41 The parties must therefore from the outset determine a percentage Discount that adequately takes into account all potential 38

Tobophone Facilities Ltd v Blank [1966] 1 WLR 1428, 1447; Joseph Chitty, Chitty on Contracts: volume 1

(Sweet and Maxwell 2012) 1865. 39

Ibid, paras 1-3.

[2008]118 ConLR 177, 181, 205.

Public Works Commissioner v Hills [1906] AC 26 ("Public Works"); Webster v Bosanquet [1912] AC 394.

scenarios and likely financial costs including consideration of the overall cost of the project, each party's percentage share and crucially how the parties' financial exposure will vary according to the actual stage of the project – this is of course easier said than done. For example, liability for the NDPs will be higher during the exploration phase – thus the percentage rate should be high enough to cover the eventuality of default during times of high expenditure. The difficulty is to ensure that the same rate (which would be justifiable in times of high expenditure) would also be proportionate and seen as a genuine pre-estimate during times of low expenditure. However, the commercial reality is that NDPs would only enforce the provision upon a more serious breach and utilise other remedies at their disposal for lesser breaches.

In terms of commercial incentives - when parties sign up to the JOA and agree upon a fixed percentage share, they do so on the basis that this corresponds to the interest in the project which they believe they are able to cover financially. When the NDPs are then forced to offer up additional funding due to their partner's default, they will want something in return to compensate them for assuming this additional risk. The courts will take into account that no party will be willing to incur heavy expenditures and high risks inherent in oil and gas operations without an adequate protection for all parties in the case of default.42

Further, it is difficult to see how a court would consider it reasonable that a party may effectively default on purpose as a way of escaping from its commitments to an unsuccessful exploration program, or use the default period as a 'waiting game', for example, to await well performance data, and depending on the results of this analysis decide whether or not to commit additional funds, safe in the knowledge that if it decides not to commit it will in any event receive market value for its interest from its co-venturers who will assume its stake and additional risks.43

A percentage rate Discount on a commercial basis is there to protect NDPs from such scenarios. The difficult balance to strike is to ensure that the commercial realities are in line with genuine pre-estimates of the likely type and range of losses the NDPs could be exposed

Bicc v Burndy Corporation [1985] RPC 273, para 83.

Golvala (n2) 50.

to and that the percentage rate is not there as a punitive measure purely to coerce performance, but as a compensatory measure.

In relation to assessing genuine pre-estimates, taking the approach that the losses in an oil and gas project may be of different magnitude at different stages of the development may be reasonable if commercially it is possible to do this on the given project. If it were, then different Discount factors might be negotiated for different stages. The downside with this approach is that it could create incentives for a party to default which clearly would not be a good commercial objective.

8. Conclusion:

The parties must give consideration at the time of entering into the JOA to all eventualities, outcomes and likely circumstances arising from a default situation which may increase the risks and financial burdens of the NDPs. As seen in cases such as Cavendish the courts generally allow for a wide margin of error in circumstances where it is impossible exactly to pre-estimate the relative amounts. What is important is that the parties can show to the court that their attempts in determining the provision overall or the Discount factor is not meant to be punitive but is rather designed to compensate a fair value of the likely amounts and risk assumed by the NDPs. Furthermore, the court will take into account whether the particular default provision is one which would apply equally to all parties to the JOA, that the parties are of equal bargaining power and that the JOA represents a negotiated agreement. In fact, in most cases where the courts have determined a clause to be a penalty, such decisions were influenced by contracts which were designed solely to benefit only one party. The court would also consider the commercial rationale for the provision and the element of protection that it is meant to afford the NDPs.

In terms of buy-out provisions, the area of highest risk relates to invoking the provision where the default is 'insubstantial' and the outcome of enforcing the provision would mean the transfer of a DP's entire participating interest at a discounted value which is disproportionate to the actual amount of default. The NDPs must therefore exercise some discretion as to when in fact it may be appropriate to invoke the provision and/or if other recourses are available to them in such circumstances. The UK Model JOA Guidance Notes

12Â Â

compare the various default options provided in the UK Model JOA including buy-out and traditional forfeiture options and goes on to state:

Either the traditional forfeiture route may be adopted or, as a less draconian option, the defaulting participant may be obliged to sell its interest to the other participants at market value, but any remaining debt would be netted off the consideration. A Discount may also be applied to the market price to reflect the default. Again this is much less likely to be viewed as a penalty and it may also be viewed as different to 'taking away' the property as it is a sale for good consideration (even if a Discount is applied).44

It should be noted however that neither the UK Model JOA Guidance Notes nor the 2012 AIPN guidance notes, nor indeed case law provide an actual recommended Discount percentage figure as this simply does not exist as it will always depend on the specific circumstances and nature of the investment.

Last but not least, there are important practical considerations and pitfalls JV partners should take into account. For instance, in a default situation, a JOA would usually stipulate that the DP must lose its interest under the relevant licence. This may be difficult to enforce as the licence is the instrument which grants such interest to the co-venturers as licensees rather than the JOA itself.45 Moreover, the risk remains that any default provision may be used by a DP in an opportunistic manner to escape an investment that no longer seems attractive especially at a stage when abandonment liabilities must be met.46 Choosing the right JV bedfellow is therefore ultimately the best recourse to avoid the complications of default.

Oil and Gas UK, Joint Operating Agreement Guidance Notes (2009) 24.

Golvala (n2) 50.

Styles (n 9) 12.44.

Bibliography Primary Sources Cases from England and Wales  Lord Elphinstone v Monkland Iron and Coal Co. (1886) 11 App. Cas 332, (HL)  Clydebank Engineering and Shipbuilding Co. V Don Jose Ramos Yzquierdo y Castaneda [1905] AC 6  Public Works Commissioner v Hills [1906] AC 26  Webster v Bosanquet [1912] AC 394  Dunlop Pneumatic Tyre Co Ltd v New Garage and Motor C Limited [1915] AC 79  Tobophone Facilities Ltd v Blank [1966] 1 WLR 1428  Bicc v Burndy Corporation [1985] RPC 273  Jobson v Johnson [1989] 1 All ER 621  Else (1982) Ltd v Parkland Holdings Ltd [1994] 1 BCLC 130  United International Pictures v Cine Bes Filmcilik VE Yapimcilik [2004] 1 CLC 401 CA  Alfred McAlpine Projects Ltd v Tilebox Ltd [2005]104 ConLR 39  CMC Group Plc v Michael Zhang [2006] EWCA Civ 408  Steria Ltd v Sigma Wireless Communications Ltd [2008] 118 ConLR 177  Tullet Prebon Group Ltd v Ghaleb El-Hajjali [2008] All ER (D) 437  Cavendish Square Holdings BV, Team Y&R Holdings Hong Kong Ltd v Talal el Makdessi [2012] EWHC 3582 (Comm)

Cases and Legislation from other Jurisdictions:  Elsey v J.G Collins Insurance Agencies Ltd (1978) 83 DLR (3s) 1

Model Agreements  The Canadian Association of Petroleum Landmen, 'Operating Procedure' (2007)  The Oil and Gas UK, 'Industry Model Form: Joint Operating Agreement' (2009)  The Australian Model Petroleum Joint Operating Agreement (2011)  The AIPN, 'International Model Joint Operating Agreement (2012)

Authored Books  Bean G, Fiduciary Obligations in Joint Ventures (Clarendon Press 1995)  Chitty J, Chitty on Contracts: volume 1 (Sweet and Maxwell 2012) 14

 Daintith T and Willoughby G, Manual of United Kingdom Oil and Gas Law (Sweet and Maxwell 1984)  Inkpen A & Moffet M, The Global Oil and Gas Industry: Management, Strategy and Finance (PenWell Books 2011)  McGregor H, McGregor on Damages (Thomson Reuters 2009)  Nolan J, Philippines Business: the Portable Encyclopaedia for Doing Business with the Philippines (WTP 1996)  Pskarev and Mikhail Shkatov, Energy Potential of the Russian Arctic Sea: Choice of Development Strategy (Elsevier 2012)

Edited Books  Golvala C, 'Upstream Joint Ventures – Bidding and Operating Agreements' in Geoffrey Picton-Turbervill (ed), Oil and Gas: a Practical Handbook (Globe Law and Business 2009)  Styles S, ‘Joint Operating Agreements’ in Greg Gordon, John Paterson and Emre Usenmez (eds), Oil and Gas Law: Current Practice and Emerging Trends (DUP 2011)  Wisley N, 'Acquisitions and Disposals of Upstream Oil and Gas Interest' in Greg Gordon, John Paterson and Emre Usenmez (eds), Oil and Gas Law: Current Practice and Emerging Trends (DUP 2011)

Journal Articles  David M, ‘Pitfalls of joint operating Agreements’ (1983) 2 OGLTR 180  Miles C 'AIPN 2002 Model Form Joint Operating Agreement in Oil and Gas Joint Ventures' (2003) 45 ARELJ 22(2)  Roberts P, 'Fault Lines in Joint Operating Agreements' (2008) 7 IELR 274  Waite J and Dawborn D 'Contractual Forfeiture of Joint Venture Interests: are such clauses enforceable' (1990) 11 OGLTR 389.  Willoughby G, 'Forfeiture of Interests in Joint Operating Agreements' (1985) 3 JENRL 265

Working Papers  Etteh N, 'Default Provisions under a Joint Operating Agreement and Relief against Forfeiture' (2011) CEPMLP Paper http://www.dundee.ac.uk/cepmlp/gateway/?news=31267 accessed 04.February 13  Garba S, 'The Impact of Pre-Emption Right on the Commercial Viability of JOA Interest: Is the UK Approach a Model for Other Jurisdictions' (2011) CEPMLP Paper http://www.dundee.ac.uk/cepmlp/gateway/?news=31268 accessed 22 April 13  Oil and Gas UK, 'Economic Report 2012 (2012) OGUK Paper http://www.oilandgasuk.co.uk/cmsfiles/modules/publications/pdfs/EC030.pdf accessed 14 May 2013  Pereira E, 'Protection against Default in Long Term Petroleum Joint Ventures' (2012) The Oxford Institute for Energy Studies Paper WPM 47, 11 http://www.oxfordenergy.org/wpcms/wp-content/uploads/2012/05/WPM_47.pdf accessed 02 June 13

Websites and Online Articles  Brown H, 'Penalty Clauses - How to Spot Them and How to Avoid Them' (Olswang 2013) www.olswang.com/articles/2013/02/ocq-winter-1213-penalty-clauses/ accessed 03 May13