Spring 2013
5297 Drafting & Negotiating Int'l Oil & Gas Agreements - Norman Nadorff- 38539
added 3-28-12; dates updated for intersession 11-14-12

Professor(s): Norman Nadorff (ADJUNCT)

Credits: 2

Course Areas: Energy, Natural Resources and Environmental Law 
International Law

Time: INTERSESSION  Location: 213  BLB

Course Outline: The course will enhance the students´ knowledge of major types of international oil and gas agreements while providing practical, hands-on experience in their drafting and negotiation. Students will be provided a detailed and realistic fact pattern showing how oil and gas deals are conceived of, proposed, negotiated and eventually formalized. The students will then apply the fact pattern to various types of oil and gas model agreements. In essence, Professor Nadorff will show the students how an international oil and gas lawyer approaches every day oil and gas industry challenges.
The course contains the following major components:

• A discussion of the role of the contract drafters and negotiators in the oil and gas industry

• Practical tips on how to write contracts more clearly and effectively as well as identifying pitfalls to be avoided.

• Contract strategies and "do´s and dont´s" in contract negotiations.

• A thorough discussion of pre-contractual documents (letters of intent, memoranda of association, etc), including na in-class review of a homework assignment.

• An introduction to the Association of International Petroleum Negotiators (AIPN) and the AIPN Model Form Contracts.

• In class, on-screen editing by the students of key AIPN Model Form Agreements (most likely: Confidentiality, Joint Study and Bidding, Farmout, Joint Operating Agreement, Lifting, International Consultant and Oil Service).

• In-class negotiations of various AIPN Model Form Agreements based on the supplied fact pattern, ideally involving all of the students at some point.

It is anticipated that for each class, Professor Nadorff will invite a prominent lawyer or negotiator, specialized in the particular agreement being discussed that day, in order to provide additional perspective and to help facilitate the in-class exercises.

Course Syllabus:

Course Notes: Quota = 30 This course will meet: January 2,3,4,7,8,9,and 10, 2013, from 9:00a-12:30p, which includes a 10-minute break. Exam = January 11, 2013 from 9:00a-11:00a.in 213-BLB.  SUGGESTED READINGS

Some of you have asked about suggested readings.

My first suggestion is that you enjoy your shortened (due to taking my class) holiday break, enjoy your family and friends, get some well deserved rest, and then come to my class relaxed and refreshed.

There are no required readings for the course, as most of the learning will come from hands-on exercises in class, preceded by some lectures along the way to give the necessary background.

Those of you who have taken Professor Weaver's International Petroleum Transactions course (or have significant work experience in international oil and gas contracting) should be well equipped to jump right into our class room actifities. For those who do not have this background, I suggest you read the following chapters of International Petroleum Exploration and Exploitation Agreements (Barrows)(Second Edition), Claude Duval, Honore LeLeuch, Andre Pertuzio and Jacqueline Weaver: 1-7, 9, 16, 17, 19.

In terms of general writing skills, I like the classic, “On Writing Wel”l, by William Zinsser.

Specifically on legal (including contract), I can recommend “Writing in Plain English” by Bryan Gardner.

In terms of negotiating skills generally, I recommend, “The New Art of Negotiating - How to Close Any Deal” by Gerard Nierenberg and Henry Calero. In terms of contract negotiations, there is The Contract Negotiating Handbook, by Stephen Guth.
In terms of an accurate and thought-provoking portrayal of international oil and gas transactions, I recommend Scott Gaille’s book, “International Energy Development” (available on Kindell for about $10).

Finally, if you want an interesting holiday read to prep your interest in the course, you can't go wrong with “The Prize” by Daniel Yergin.



NOTE ON ATTENDANCE: Given that: (i) the course is of short duration;
(ii) there are no required readings; (iii) this is a very hands-on practical course, and (iv) the class is a based on a continuing story line, classroom attendance is imperative for success. An attendance sheet will be distributed daily and closely monitored. You are thus asked to arrange your schedules and priorities accordingly.

Prerequisites: Yes  Yes If you have taken International Petroleum Transactions follow normal registration procedures. If not, but you have on-the-job experience in oil and gas contracts or otherwise wish to take the course,you will need to seek approval of instructor before registering. Send an email with your business background to: norman.nadorff@bp.com.

First Day Assignments: Welcome to my course on Drafting and Negotiating International Oil and Gas Agreements. I hope you will find it to be an informative, enjoyable and rewarding experience. The course is designed to be realistic and practical in its approach, allowing you to see how international oil and gas attorneys and negotiators approach, discuss and ultimately resolve real-life oil and gas related issues. It strongly stresses familiarization with several of the AIPN model form contracts.

The attachment below contains the Narrative for my course. It also contains the first home work assignment, which is due by December 28. Instructions for completion and submission of the homework assignment are contained within.

2013 Contract Drafting Narrative (word document)

There is no need to do anything prior to class other than to read the narrative up to the homework assignment and then do the homework assignment.
I look forward to meeting all of you in January.

Final Exam Schedule: 01/11 9-11am      

This course will have:
Exam:
Paper:

Satisfies Skills Course Requirement: No
Satisfies Senior Upper Level Writing Requirement: No