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Gas Sales And Gas Transportation Agreements : Principles And Practice


A practical and comprehensive guide to the law and practice of structuring projects for the sale and transportation of gas and LNG, based on the author's own comprehensive experience. The discussion is augmented by three precedent agreements and a set of further clause examples which demonstrate the practical mechanics of putting the deal together.Presents a detailed, hands-on guide to the drafting, negotiation and interpretation of natural gas and LNG trading, shipping and transportation contractsContains three new chapters on LNG Trading Platforms; MSA Terms; and Sales Contracts for Unconventional GasHighlights the legal and commercial issues involved at each stage and advises how they should be handled in practiceOffers clause-by-clause commentary on the typical provisions within gas and LNG, sales, shipping and transportation agreementsPinpoints the key issues and suggests solutions to problems that can ariseDiscusses the nature of gas and LNG and the contracting processExplains in detail the common components of contracts, including quality and pressure, liabilities and limitations, force majeure and dispute resolutionProvides discussion on the commercialisation of natural gas in light of concerns about climate change, cleaner energy sources and the security of energy suppliesCovers price reviews and reopenersWritten from the perspective of English law but in the light of international experience and practice




Gas Sales and Gas Transportation Agreements : Principles and Practice



The Law on Natural Monopolies stipulates that the consumer (within the meaning of the Law on Natural Monopolies) cannot be prevented from concluding an agreement on the provision of gas-transportation services by pipelines with the physical ability to provide them, while the Presidium of the Supreme Arbitration Court of the Russian Federation indicated that the conclusion of a contract for the provision of gas transportation services by pipelines may be denied to an individual or legal entity who is not a consumer of gas by means of the Law on Gas Supply. These two provisions contradict each other. Currently, the judicial practice has changed. The courts uniformly qualify this contract as public, which means that it must be entered into by the owner of the pipeline.


With regard to the transfer of gas, the federal authorities established the mandatory principles of pricing gas and tariffs for services for its transportation through gas transmission and gas distribution networks, as well as the procedure for compensation for losses incurred by gas distribution organisations in supplying gas to the population in accordance with the privileges provided for by the legislation of the Russian Federation.


Amenzadeh, E., & Azarnezhad, M. (2021). contractual analysis of Gas sales& transportation Agreements via cross- border Pipeline. Journal Of Researches Energy Law Studies, 7(1), 19-36. doi: 10.22059/jrels.2021.284974.293


Elham Amenzadeh; Mahdi Azarnezhad. "contractual analysis of Gas sales& transportation Agreements via cross- border Pipeline". Journal Of Researches Energy Law Studies, 7, 1, 2021, 19-36. doi: 10.22059/jrels.2021.284974.293


Amenzadeh, E., Azarnezhad, M. (2021). 'contractual analysis of Gas sales& transportation Agreements via cross- border Pipeline', Journal Of Researches Energy Law Studies, 7(1), pp. 19-36. doi: 10.22059/jrels.2021.284974.293


Amenzadeh, E., Azarnezhad, M. contractual analysis of Gas sales& transportation Agreements via cross- border Pipeline. Journal Of Researches Energy Law Studies, 2021; 7(1): 19-36. doi: 10.22059/jrels.2021.284974.293


While take-or-pay is not the only way to manage delivery obligations in long-term commodity sales agreements, it remains the most common form. Yet despite being common in practice, the take-or-pay clause is still often poorly drafted. Parties entering into take-or-pay contracts involving energy commodities should be aware of the essential features and limitations of the basic take-or-pay obligation, as well as being careful to navigate the important differences between a take-or-pay obligation and a take-and-pay obligation or a requirements obligation.


On June 22, 2020, the Federal Energy Regulatory Commission (\"FERC\") issued an order concluding that FERC and the U.S. bankruptcy courts have concurrent jurisdiction to review and address the disposition of natural gas transportation agreements that a debtor seeks to reject under section 365(a) of the Bankruptcy Code (11 U.S.C. 101 et seq.). See ETC Tiger Pipeline, LLC, 171 FERC 61,248 (2020), reh'g denied, 172 FERC 61,155 (Aug. 21, 2020). The order was issued in response to a petition filed on May 19, 2020, by ETC Tiger Pipeline, LLC (\"Tiger\") in which Tiger asked FERC to issue a declaratory order as to whether Chesapeake Energy Marketing, L.L.C. (\"Chesapeake\"), a counterparty to Tiger's natural gas transportation agreements, must obtain FERC's approval under sections 4 and 5 of the Natural Gas Act, 15 U.S.C. ch. 15B 717 et seq. (\"NGA\") prior to rejecting the agreements in an anticipated bankruptcy case. In the order, FERC stated that, \"Where a party to a Commission-jurisdictional agreement under the NGA seeks to reject the agreement in bankruptcy, that party must obtain approval from both the Commission and the bankruptcy court to modify the filed rate and reject the contract, respectively.\"


ETC Tiger Pipeline, LLC, 171 FERC 61,248 (2020) (Chesapeake Energy), reh'g denied, 172 FERC 61,155 (Aug. 21, 2020). Tiger owns a 197-mile bidirectional pipeline and has been providing service to Chesapeake since 2016 under two transportation agreements regulated by FERC under the NGA. Chesapeake filed for chapter 11 protection on June 28, 2020, in the Southern District of Texas. In anticipation of the filing, Tiger filed a petition with FERC on May 19, 2020, seeking a declaratory judgment that Chesapeake could not reject the transportation agreements without FERC approval. In its June 22, 2020, order, FERC found that the principles it articulated in connection with the PG&E cases with respect to the FPA apply with equal force under the NGA. FERC concluded that, \"Where a party to a Commission-jurisdictional agreement under the NGA seeks to reject the agreement in bankruptcy, that party must obtain approval from both [FERC] and the bankruptcy court to modify the filed rate and reject the contract, respectively.\"


On July 1, 2020, the bankruptcy court entered an agreed order authorizing Chesapeake to reject its negotiated rate natural gas transportation agreements with Gulf South Pipeline Co. (\"Gulf South\"). Prior to Chesapeake's bankruptcy filing, Gulf South had also filed a petition requesting declaratory relief from FERC to insulate its agreements against rejection. The agreed order provides that Gulf South's rejection damage claims are the \"full and final remedy available\" and that Gulf South will withdraw its FERC petition and \"not pursue any additional rights or remedies\" before FERC.


Another pipeline company having agreements with Chesapeake, Stagecoach Pipeline and Storage Co. LLC (\"Stagecoach\"), submitted a separate petition to FERC for a similar declaratory order on June 9, 2020. Chesapeake responded by filing an adversary proceeding against FERC in the bankruptcy court seeking a declaratory judgment confirming the court's exclusive jurisdiction to determine Chesapeake's right to reject the relevant agreements. Chesapeake also filed a motion to reject its transportation agreements with Gulf South, Tiger, and Stagecoach Pipeline.


On July 14, FERC asked the bankruptcy court to reconsider its July 1 agreed order authorizing the rejection of the negotiated rate gas transportation agreements with Gulf South. According to FERC, the language in the order providing that the bankruptcy court \"retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order\" impermissibly intrudes upon FERC's authority under the NGA. On reconsideration, the bankruptcy court amended its order to provide that the court retains jurisdiction to \"the maximum extent allowed by law under the applicable circumstances.\"


On June 22, 2020, the Federal Energy Regulatory Commission ("FERC") issued an order concluding that FERC and the U.S. bankruptcy courts have concurrent jurisdiction to review and address the disposition of natural gas transportation agreements that a debtor seeks to reject under section 365(a) of the Bankruptcy Code (11 U.S.C. 101 et seq.). See ETC Tiger Pipeline, LLC, 171 FERC 61,248 (2020), reh'g denied, 172 FERC 61,155 (Aug. 21, 2020). The order was issued in response to a petition filed on May 19, 2020, by ETC Tiger Pipeline, LLC ("Tiger") in which Tiger asked FERC to issue a declaratory order as to whether Chesapeake Energy Marketing, L.L.C. ("Chesapeake"), a counterparty to Tiger's natural gas transportation agreements, must obtain FERC's approval under sections 4 and 5 of the Natural Gas Act, 15 U.S.C. ch. 15B 717 et seq. ("NGA") prior to rejecting the agreements in an anticipated bankruptcy case. In the order, FERC stated that, "Where a party to a Commission-jurisdictional agreement under the NGA seeks to reject the agreement in bankruptcy, that party must obtain approval from both the Commission and the bankruptcy court to modify the filed rate and reject the contract, respectively."


ETC Tiger Pipeline, LLC, 171 FERC 61,248 (2020) (Chesapeake Energy), reh'g denied, 172 FERC 61,155 (Aug. 21, 2020). Tiger owns a 197-mile bidirectional pipeline and has been providing service to Chesapeake since 2016 under two transportation agreements regulated by FERC under the NGA. Chesapeake filed for chapter 11 protection on June 28, 2020, in the Southern District of Texas. In anticipation of the filing, Tiger filed a petition with FERC on May 19, 2020, seeking a declaratory judgment that Chesapeake could not reject the transportation agreements without FERC approval. In its June 22, 2020, order, FERC found that the principles it articulated in connection with the PG&E cases with respect to the FPA apply with equal force under the NGA. FERC concluded that, "Where a party to a Commission-jurisdictional agreement under the NGA seeks to reject the agreement in bankruptcy, that party must obtain approval from both [FERC] and the bankruptcy court to modify the filed rate and reject the contract, respectively." 350c69d7ab


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