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Spring 2023

6223 Drafting & Negotiating Int'l Oil & Gas Agreements - NADORFF - 13171

Professor(s): Norman Nadorff (ADJUNCT)

Credits: 2

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

Time: INTERSESSION  Intersession Week  Location: 220 

Course Outline: This course is designed to enhance the students´ knowledge of major types of international oil and gas agreements while providing practical, hands-on experience in contract 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 short, Professor Nadorff will show the students how an international oil and gas lawyer approaches every day oil and gas industry legal and commercial challenges, including how to navigate office “politics” and deal with various types of industry players.
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 and other documents more clearly and effectively as well as identifying pitfalls to be avoided.

• Contract drafting and negotiation strategies.

• A thorough discussion of pre-contractual documents (letters of intent, memoranda of association, etc.), including a detailed in-class review and re-write of a poorly conceived and drafted letter of intent.

• An introduction to the Association of International Petroleum Negotiators (AIPN) and the AIPN Model Form Contracts (including their proper use and potential abuse).

• 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, International Consultant, and Well Services).

• In-class negotiations and other simulated exercises based on the supplied fact pattern.

It is anticipated that for each class, Professor Nadorff will invite a different oil and gas lawyer or negotiator in order to: (i) share professional experiences; (ii) provide personal perspectives and (iii) to help facilitate the in-class exercises.

Course Syllabus: Syllabus

Course Notes: (Independent Studies)  The UH registration system instruction mode for this course is listed in parenthesis; however, this course will be operated as a Face to Face course. After student registration opens, there may be instruction mode changes to this course up through two weeks before the first day of classes for the term, but notice of such changes will be sent to then-registered students. For this instruction mode, instructors and students are expected to normally be physically present in the classroom. If the course has a final examination, it will be in a classroom requiring your physical presence. Other assessment, such as a mid-term exam, may also be in a classroom. Whether this instructor will offer “remote presence” (starting a zoom meeting from the podium computer to enable student remote access on an occasional basis) for part or all of the semester is not known, but students should not rely on an expectation that remote presence will be available.

Quota = 35.

This class will meet on January 9, 10 11, 12, 13 from 9 AM - 12:00 PM and 1-2:50 PM with 10 minute break each day. The final exam will be on Saturday January 14, 2023 at 9 AM.

Prerequisites:  None. Knowledge of the oil and gas industry is a useful by-product, rather than a pre-requisite. The first class will contain an overview of international oil and gas agreements as a backdrop to subsequent lectures and exercises.

First Day Assignments:

Final Exam Schedule: 01/14 9-11am      

This course will have:

Satisfies Senior Upper Level Writing Requirement: No

Experiential Course Type: No

Bar Course: No

DistanceEd ABA: No

Pass-Fail Student Election: Unavailable (Instructor Preference)

Course Materials

Book(s) Required

Required Book

Bryan Garner, Legal Writing in Plain English (second edition) ($15 in paperback). Any edition is acceptable.
For link, see syllabus. ISBN: 978-0226283937

Suggested Book (for students working or contemplating a career in energy law – the exam will not be based on information contained in this book)
International Petroleum Law and Transactions (Rocky Mountain Mineral Law Foundation, First Edition). Available for purchase in hard copy and electronic versions.

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