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Spring 2021

6223 Drafting & Negotiating Int'l Oil & Gas Agreements - NADORFF - 19712

Professor(s): Norman Nadorff (ADJUNCT)

Credits: 2

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


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 REVISED 12.16.2020

Course Notes: DistanceEd   The instructor for this course has expressed a preference to operate the course as distance education. This means no physical classroom is assigned for this course. This also most likely means synchronous internet videoconferencing class sessions during the day(s) and time(s) when the course is scheduled to meet. However, other, more flexible modalities are possible, such as not using some of the scheduled class sessions to meet but instead supplementing with asynchronous distance education techniques. More details should be made available from the instructor via their syllabus or via other means as the start of the semester nears.

Quota = 35.

This class will meet on January 11,12,13,14,15,2021 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 16, 2021 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: 01/16 9am-11am      

This course will have:

Satisfies Senior Upper Level Writing Requirement: No

Experiential Course Type: No

Bar Course: No

DistanceEd ABA:

Pass-Fail Student Election: Unavailable (Instructor Preference)

Course Materials

Book(s) Required

Course Materials: Anderson et al. “International Petroleum Law and Transactions,” 2020 edition. Rocky Mountain Mineral Law Foundation Publishing, ISBN: 9781943497409.