Insights

ExxonMobil Strikes Back: Energy Companies Take a More Proactive Approach to Activist ESG Shareholders

ExxonMobil has filed proceedings in the US District Court for the Northern District of Texas against two shareholders, alleging that proposals seeking an increased pace for reductions in emissions amount to “intrusion” into ExxonMobil's ordinary business operations and should not...

Challenging Policy on Climate Change Grounds

Divisional Court split on challenge against UK Export Finance’s decision to provide finance to the Mozambique LNG Project In R (on the application of Friends of the Earth Limited) (the “ Claimant ”) v The Secretary of State for International...

Good Faith in English Contract Law

Summary

Under English law, there is no general doctrine of good faith. This means that there is no general obligation to act in good faith during the negotiation of commercial contracts. The exceptions to this rule include where (a) the contract contains an express duty of good faith; (b) there is a contractual discretion and a term of good faith may be implied; or (c) the agreement in question is a ‘relational’ contract giving rise to an implied term of good faith. The term that will be implied will depend on the express provision in question, and the contract as a whole.

Oil Spot Trading: Whose Terms Apply - The Incorporation of English Jurisdiction Clauses in Oral Agreements

Spot trading of oil is often done at speed and over the phone, with confirmatory written terms arriving after the sale. The practice has inherent legal risk – the terms of the deal may be uncertain and incomplete. In Addax...

Liquidated Damages in the Context of a Termination: Supreme Court Reverts to the Status-Quo

The English Supreme Court has delivered its long-awaited judgment in Triple Point Technology, Inc v PTT Public Company Ltd [2021] UKSC 29 . Although the case concerns a commodity trading software system, it has broad application, notably to the construction...

Rare Judgment from Commercial Court on Scope of AA 1996, s 32 and Its Interaction With AA 1996, s 72 (Armada Ship Management v. Schiste Oil And Gas Nigeria)

Arbitration analysis: In recognition of the relative rarity of applications under section 32 of the Arbitration Act 1996 (AA 1996), Mrs. Justice Cockerill in the Commercial Court elected to hand down a written judgment in respect of an application for...

Decommissioning Oil and Gas Wells in the UK – High Court Delivers Important Judgment with Ramifications for M&A Deals and the Provision of Decommissioning Security

In the recent case of Apache UK Investments Limited v Esso Exploration and Production UK Limited [2021] EWHC 1283 (Comm), the English High Court has delivered an important ruling which addresses the extent to which a prior owner of an...

Bracewell Legal Bites: 5 Things to Consider About Force Majeure Relief

During the coronavirus lockdown, many companies are turning to their contracts to consider whether relief might be available under force majeure provisions. Watch this Bracewell Legal Brief, where Darren Spalding, a partner in our London office, details 5 key issues...

COVID-19 and "Electronic" Execution of English Law Documents

In light of the on-going Covid-19 pandemic, many organisations are implementing remote working policies and limiting access to offices in order to effect social distancing measures. Notwithstanding the changes to usual working practices, organisations continue to enter into binding contractual...

Broad U.S. Discovery Now Available in Foreign Arbitrations

In a decision that may significantly increase access to domestic discovery in foreign arbitration proceedings, the United States Court of Appeals for the Sixth Circuit ruled on September 19 that courts may order individuals and entities within the United States...

Dropping Anchor: Parent company liability and the English Courts

Since 2015, three cases have gradually been making their way through the English appeal courts: Lungowe v Vedanta Resources Plc ; [1] Okpabi v Royal Dutch Shell ; [2] and AAA & Ors v Unilever . [3] To quote the...

Obligations of Good Faith in JOAs - The Impact of Recent Decisions on 'Relational Contracts'

In the international upstream oil and gas exploration and production industry, joint operating agreements (“JOAs”) are the key agreements which govern the terms upon which oil and gas companies regulate their upstream joint ventures. JOAs often provide for sharing costs...

JOAs and the Operator's "blank cheque" – UK Court of Appeal upholds decision on budget overruns

The UK Court of Appeal in Spirit Energy Resources Limited & Ors v Marathon Oil U.K. LLC [2019] EWCA Civ 11 has affirmed the February 2018 decision of Mr Justice Robin Knowles of the High Court. 1 Knowles J’s decision...

International Sanctions and the Energy Sector – Part 2: Russia

In the first part of this three part series we considered the impact of President Trump’s decision to re-impose sanctions on Iran’s energy sector with effect from 5 November 2018. However, Iran is not unique. Other nations whose economic strength...

International Sanctions and the Energy Sector – Part 1: Iran

Economic sanctions, in one form or another, have been applied for centuries to effect change in the activities or policies of states, groups or individuals. Sometimes they are perceived as geopolitical economic weaponry, leveraging the intertwined nature of the world’s...