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Introduction

We (for two heads are better than one) are delighted to present the fourth edition of Joint Operating Agreements – A Practical Guide. We think it is very timely to update the book. We have prepared this edition in the prelude to and during the coronavirus pandemic which has brought significant change and enormous stress to the oil and gas industry. Joint operating agreements are, in many senses, the constitutions of joint ventures and a good joint operating agreement (JOA) should survive change by providing the mechanisms by which the joint venture navigates such crises. It will be important to see how some of the key clauses of these agreements are tested in circumstances which the drafters could never have imagined. In the heat of the crisis, it may be useful to remind ourselves just why these agreements are written the way they are and we hope this book will assist in that.

This edition represents a significant change of direction, albeit a planned one. The number of appendices has been reduced, and their content largely folded into 20 chapters. We have added new chapters, covering topics such as the influence of the petroleum concession agreement on the JOA, how to address the participation of state-controlled entities in the joint venture, the transfer and use of technology, know-how and intellectual property in the joint venture, and the relevance of competition law for the activities governed by the JOA. We have also taken into account the impact of some of the significant cases since 2014 such as Spirit Energy v Marathon, TAQA Bratani Ltd and Others v RockRose UKCS8 Ltd and Cavendish Square Holding BV v Talal El Makdessi as well as some Commonwealth cases. This should help in giving negotiators and drafters even more confidence to understand and adapt the industry model agreements available.

Our thanks go to Sian O’Neill and Lauren Simpson for their enormous patience, hard work and good humour in getting this fourth edition over the line.

The opinions expressed in this book are personal to the authors and are not representative of the opinions of, and cannot be attributed to, their respective employer entities. The contents of this book do not represent legal advice and no attorney/client relationship is created or inferable between any of the authors and any other person.

That being said, we welcome your comments, observations and criticisms and we can be contacted at petro@crosskeysenergy.com or fowler1603@gmail.com.

Peter Roberts and Reg Fowler

August 2020