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Allocation of contractual liabilities through standard contracts


by Luca Lattanzio



Introduction .................................................................................................................................................. 2
The indemnity and the allocation of liabilities ........................................................................................ 3
Standard contracts and clauses ............................................................................................................... 6
LOGIC .......................................................................................................................................................... 8
AIPN ........................................................................................................................................................... 10
Conclusion ................................................................................................................................................. 11
Bibliography .............................................................................................................................................. 12
Websites ................................................................................................................................................ 14
Cases ..................................................................................................................................................... 14







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Introduction

Although everybody hopes for an industry free from accidents and risks for the
environment and, in particular, for the people involved, unfortunately accidents can and do
happen
1
. The oil and gas industry is a hazardous, capital-intensive business. Although every
possible measure is taken to mitigate and minimize the risks, hazards cannot be totally
eradicated and accidents can occur, as history already showed us with the two most (in)famous
disasters of the recent years: Piper Alpha in the North Sea (1988), which caused 167 victims in
only 22 minutes
2
; and Deepwater Horizons in the Gulf of Mexico (2010), which caused the death
of 11 people and the injury of many more, left a fire burning for over 36 hours before the rig
sank, and hydrocarbons leaked into the Gulf of Mexico before the well was closed and sealed
3
.
Each stage of the oil and gas production, from the seismic to the drilling, from the extraction to
the refining, involves a huge number of different technologies and/or the handling of dangerous
substances, making the oil and gas industry a risky business, and creating the necessity for
managing the risks with effective risk management strategies and liability allocation models
(Makarov 2009).
The allocation of liabilities is, in fact, an important part of the contract the drafters have to
carefully take care of (Hewitt 2008). Traditionally, the operator has dealt with the risks via
insurances
4
; today it can be stated that the creation of indemnity provisions is probably the most
important part of a contract, in particular in the oil and gas industries, where the responsibilities
can be enormous
5
. That is why the oil and gas industry developed a very sophisticated standard

1
Hewitt T., Who is to blame? Allocating liability in upstream project contracts (2008) 26 J. Energy Nat. Resources L.
177.
2
See Oil&Gas UK The voice of offshore industry, Piper Alpha: Lessons Learnt, 2008, available at
<http://www.oilandgasuk.co.uk/cmsfiles/modules/publications/pdfs/HS048.pdf>
3
See BP Deepwater Horizon accident and response, available at
<http://www.bp.com/sectiongenericarticle800.do?categoryId=9048918&contentId=7082603>
4
Cameron P., Liability for catastrophic risk in the oil and gas industry (2012), Issue 6 IELR.
5
Macattram G., How can the indemnity clause expand or limit the responsibility for liability of the parties in
international oil and gas contracts? (20 February 2007), CAR (CEPMLP Annual Review), University of Dundee.
Page 3 of 14

model to deal with the liabilities and risks, which includes indemnity clauses, exemption clauses
and limitation of liability provisions
6
.

The indemnity and the allocation of liabilities

An indemnity clause is a contractual provision whereby the indemnifying party agrees to
make payment to the party having the benefit of the indemnity in the event that the indemnified
party suffers loss as a result of the occurrence of a specific event
7
. It is the result of the
negotiation between two parties, commonly known as the indemnitor (the party who assumes
the burden of the indemnity) and the indemnitee (the party who benefits from the indemnity and
receives reparations for the damage occurred). In general terms, an indemnity is a transfer of
the risks from one party to the other, shifting the ultimate responsibility for payment to the party
who caused the injury
8
. However, it is not limited to a reimbursement for personal injuries or
property damages, but it extends and applies also to the contractual obligations of the parties or
fiscal liabilities. That is also why the language of the indemnity provision is extremely important
and needs to be clarified through unambiguous terms
9
, in particular because the dispute might
end up in courts, under different jurisdictions or in different countries (Makarov 2009).
As Wilson (2008) suggests, the liability regime might include: 1) the so-called gross
negligence and wilful misconduct
10
, which usually needs to be accurately defined in the Joint
Operating Agreement itself; 2) unauthorized, negligent or unlawful acts; 3) consequential loss or

6
Bullock K.W.II, A brief overview of indemnity provisions and allocation of risk in energy agreements (17 May 2012),
Texas Lawyers In-House Counsel Summit, Chamberlain Hrdlicka Attorneys at Law, available at
<http://www.chamberlainlaw.com/assets/attachments/Indemnity%20Provisions%20in%20
Energy%20Agreements.pdf>
7
Gordon G., Paterson J., Oil and Gas law. Current practices and emerging trends (2007), Dundee University Press.
8
Perten J.H., Indemnity: A Clause Worth Reading (25 October 2007), Sheehan Phinney Bass and Green or the
Sheehan Phinney Capitol Group, informative paper, available at <http://www.sheehan.com/publications/good-
company-newsletter/Indemnity--A-Clause-Worth-Reading.aspx>
9
See the case EE Caledonia Ltd v Orbit Valve Co (Court of Appeal) [1995] 1 All ER 174; [1994] 1 WLR 1515; [1994]
2 Lloyds Rep. 239, where it has been stated that the judge will be focusing on the language used, and not on the
intentions of the parties who drafted the clause.
10
In general terms, gross negligence refers to a serious carelessness of one of the parties which led to a mistake,
while wilful misconduct refers to the intentional disregard for the rules of conduct. However, both the terms must me
clearly defined in the contract. The standardized forms of contract, e.g. AIPN, offer examples of definition the parties
can adopt.
Page 4 of 14

delay in the production
11
. Broadly speaking, there are mainly three forms of contractual
indemnity provisions (Bullock 2012): the narrow form, where the indemnitor indemnifies the
indemnitee only in the case in which the indemnitor is guilty for causing (or contributing to
cause) a loss; the intermediate form, where the indemnitor indemnifies the indemnitee relating
to the subject of the agreement, except for injury or loss caused by the indemnitees sole
negligence
12
; and the broad form, where the indemnitor indemnifies the indemnitee for all the
possible losses, irrespective of who is responsible for the specific loss and extending the
indemnity also to the cases of sole negligence of the indemnitee.
Young (2002) defines in detail what the indispensable elements to be included when
drafting an indemnity clause are:
1. Clear identification of who the indemnitor is;
2. Clear identification of who the indemnitee is;
3. Identification of the operations the indemnitee is seeking indemnity from;
4. Fault of indemnitor (does the indemnity apply only to the fault the indemnitor would
be legally liable for or also to fault of the third parties or of the indemnitee?);
5. Scope of indemnification (does the clause support indemnity also for the defense
costs and attorneys fees?);
6. Limitations of indemnity (what is excluded from the indemnity? e.g. consequential or
incidental damages)
13
.
Specifically, in the oil and gas industry there are two forms of indemnity: simple or
mutual. The simple indemnity is based on the principle that, in case the indemnitee suffers from
a loss, the indemnitor will be financially responsible for and compensate for the specific loss:
this is because such losses may be so high that it would be economically unfeasible and
extremely risky for a contractor to assume responsibility or provide insurance
14
. Contrariwise,
the mutual indemnity entails a mutual principle of indemnification: each party to the contract
agrees to take responsibility for, and to indemnify the other against injury and loss to its own

11
Wilson S., Contractual allocation of risk in upstream oil and gas projects (Spring 2008), Issue 3, Energy Source.
12
Bullock (above n.6)
13
Young J., Indemnification clauses in multiple contract transactions (2002), 30 Int'l Bus. Law. 115.
14
Makarov T., Indemnity in the international oil and gas contracts: key features, drafting and interpretation (04 June
2009), CAR (CEPMLP Annual Review), University of Dundee, p.8
Page 5 of 14

personnel and property and its own consequential losses
15
. This particular form of indemnity is
usually referred to as mutual hold harmless
16
(MHH) or knock-for-knock indemnity, and it has
been integrated into the provisions of the majority of the international standard contract
models
17
.
There are two main advantages which led to the adoption of the MHH in the industry:
firstly, this clause does not require an investigation into which party was at fault
18
(usually,
investigations on liability in case of a loss are lengthy and articulated); secondly, this clause
spares each contractor the need for stipulating innumerable insurances against all the possible
accidents which can occur, with very high premiums and incurring in many duplications of
insurances (Hewitt 2008). In simple terms, MHH clauses fills in the gap in the allocation of risks
for different companies working together on the same installation, but not being, in fact,
contractually linked.
Together with the indemnity clauses, effective risk management strategies might include
also two other important forms of provisions: the consequential loss provision and the limitation
of liability. Consequential loss
19
is defined as the indirect result of a specific breach in the
contract, and can refer to the deferral or loss of production, use, revenue or profit
20
. As for every
contractual provision, also a consequential loss clause must be prudently drafted, paying
attention to the language used and the definition offered. Lastly, the limitation of liability refers to
the creation of a so-called liability cap, which limits the liability to a specific maximum amount
of money payable
21
. Obviously, this cap must be the result of intense negotiations amongst the
parties involved. However, standard contract models often offer some figures the parties can
adopt to determine the cap.

15
Hewitt (above n.1) p.182
16
See the case Caledonia North Sea Ltd v London Bridge Engineering Ltd [2002] UKHL 4; [2002] 1 Lloyd's Rep 553,
HL.
17
Cameron (above n.4) p.208
18
Hewitt (above n.1) p.183
19
See the case Hadley v Baxendale (1854) 9 Ex 341 for a detailed determination on the rules of consequential loss,
and BHP Petroleum Ltd and Others v British Steel plc and Dalmine SpA [1999] 2 Lloyd's Rep 583.
20
LOGIC 2012 Mutual Indemnity and Hold Harmless Deed, 1.1. Definitions and interpretation.
21
An example of claim for a limited liability (pursuant to 1976 Limitation) can be seen in the case A Turtle Offshore
S.A. v Superior Trading Inc [2008] EWHC 3034. See also WesternGeco Ltd v ATP Oil & Gas (UK) Ltd [2006] 2
Lloyd's Rep 535, concerning the problems in drafting effective liability caps against third party losses.
Page 6 of 14


Standard contracts and clauses

Due to the implications and the costs connected to the oil and gas industry, the risks and
liabilities involved, and the need for a huge number of clauses which have to be perfectly written
and defined, the oil and gas industry has started developing standardized forms of agreement
which can be adopted by the companies. This is meant to avoid the extenuating effort of
creating ad hoc contracts for each operation, as the repeated negotiation of contract terms ()
inevitably promote(s) delay and inefficiency and increases operational costs
22
. This shift toward
standardization resulted to be a natural step in an industry which is somehow unique in the
way competition is dealt with, and that had always strongly relied on negotiations in the view of
creating mutual benefits (Martin, Park 2010).
Model contracts present advantages and disadvantages. However, it can be shared the
opinion that the advantages far outweigh the disadvantages and that most of the disadvantages
() can be avoided through proper use of the model contract () and the weaknesses can
generally be avoided by skilled, knowledgeable users of model contracts
23
. The advantages
can be summarized as follows (Martin, Park 2010):
1. Cost efficiency: standard contracts save money and time to the parties, as well as
reduce costs of litigation and insurance
24
.
2. Speed: the negotiation times (previously indispensable) can now be cut. Martin and
Park (2010) refer a reduction of up to 90% of the negotiation times.
3. Avoidance of risks: the tight deadlines and the immediate need for starting the
operations rushed the drafters to leave unfinished, incomplete clauses. It also
happened that operations started before the execution of the contracts
25
.

22
Roberts P., Standard terms for Asia oilfield service contracts (September 2003), PetroMin publication, Jones Day,
Hong Kong.
23
Martin T.J., Park J.J., Global petroleum industry model contracts revisited: higher, faster, stronger (2010) 3(1)
Journal of World Energy Law & Business, p.12.
24
Cameron (above n.4) p.208
25
Martin, Park (above n.23) p.9
Page 7 of 14

4. Higher quality contracts: as standard contracts are drafted by expert, they are likely
to offer a quality model the companies can refer to. However, this might not apply for
every single contract, as it largely depends on the team who drafted and proofread it.
5. Wide industry understanding: well-prepared model contracts generate a better
understanding on the way a specific aspect of the industry can be treated, reducing
thereof the ground for disputes.
6. Improved relationships: model contracts avoid intensive negotiations which might
turn contentious. It helps maintaining good and friendly relationships.
7. Association development: the associations promoting the standardization process
improved their reputation, the quality of the contracts and the educational/training
programmes offered.
Roberts (2003) points out as well that the adoption of standard contracts generate the
perception of a high degree of fairness in the conditions, as the contracts have been drafted by
experts time beforehand, with no connection to any of the companies involved in the current
negotiation. The principle of standard conditions of contract is undeniably attractive, and that
certain industry bodies have devoted considerable effort to settling such standard conditions is
to be applauded
26
.
Amongst the disadvantages, Martin and Park (2010) list:
1. Relative bargaining power: standard models offer equal bargaining powers to the
parties. This often resulted in the stronger party trying to modify the contract so to
maintain its bargaining power.
2. Under-qualified users: the use of standard contracts requires the parties to fully
review and agree the terms, and not simply to fill in the blanks in the form. Model
contracts must be properly used.
3. Model paralysis: it can happen when the parties do not agree on a modification of the
standard contract. Nonetheless, reasonable and cooperative behaviours can avoid
an impasse.

26
Roberts (above n.22) p.3
Page 8 of 14

4. Inappropriate use: a standard contract must be used exclusively for the purpose it
has been created for. Over-modifications of the contracts will enhance the risks and
will frustrate the idea behind the standardization process itself
27
.
5. Flawed models: the models must be maintained and revised, as flaws can be
present.
There are many associations offering standard contracts, depending on the field of
expertize and also on the geographic and juridical area the contracts will be implemented into.
Amongst them, we can mention the Leading Oil and Gas Industry Competitiveness (LOGIC),
the Association of Independent Petroleum Negotiators (AIPN), the American Petroleum Institute
(API), the International Association of Drilling Contractors (IADC), the International Association
of Geophysical Contractors (IAGC), the Petroleum Equipment Suppliers Association (PESA),
the International Federation of Consulting Engineers (IFCE), and many others. Due to space
limitations and requirements, I will focus only on two of them: LOGIC and AIPN.

LOGIC

The United Kingdom has widely recognized the importance of the standardization
process and has made concrete efforts to improve the efficiency of the operations in the North
Sea, which can be taken into account as a valuable model also for many other countries. The
CRINE initiative (Cost Reduction in New Era) was founded in 1992 with the goal of reducing the
costs of developing oil and gas fields by 30%, generating a network of companies adhering to
this initiative. In 1999, LOGIC
28
was created by the Oil & Gas Industry Task Force, becoming
fully operational in 2000. LOGIC is responsible for the issue of standardized contracts for use
within the industry
29
. There are different types of contracts available for download on the LOGIC
website
30
.

27
Roberts (above n.22) p.4
28
Not-for-profit wholly owned subsidiary of Oil & Gas UK that operates as the custodian for cross-industry projects
that aim to increase the efficiency of working practice in the United Kingdom Continental Shelf (known as the UKCS),
from the homepage of the official website <http://www.logic-oil.com>
29
See website <http://www.logic-oil.com/standard-contracts>
30
For the entire list, please visit the website <http://www.logic-oil.com/standard-contracts/documents>
Page 9 of 14

Amongst the number of key industry projects LOGIC manages and administrates (as the
standard contracts framework), fundamental is the Industry Mutual Hold Harmless (IMHH) deed
(which incorporates MHH in almost all the LOGIC standard contracts
31
). The IMHH is a scheme
the companies can join in order to address and mitigate risks in the offshore petroleum
operations. The numerous advantages of this scheme are well-known; therefore it is worthy to
try to focus briefly on the limitations
32
:
1. As the IMHH has been originated in the context of the North Sea development, it does
not apply to the onshore operations. Indeed, in case of operations which are partly
onshore and partly offshore, the IMHH will apply only to those offshore elements
involved.
2. The IMHH applies to personal injuries, property damages and consequential losses, but
does not apply to the pollution risk (as it resulted to be less quantifiable than the other
risks, and thereof would have paralyzed the correct functioning of the scheme).
3. The IMHH scheme is open to all the offshore contractors, and although there is no
limitation for the operators to sign it, the deed is not intended for execution by operators.
In order to make the deed suitable for the operators as well, a re-drafting would be
necessary.
Although these few limits, it is undeniable that the IMHH scheme creates an interesting
model the other States can inspire to, as Roberts (2003) suggests with reference to the oil and
gas operations in Asia, which could learn from the UKCS experience. However, the LOGIC
example of standardization relies very much upon the creditworthiness of the parties, as a
catastrophic incident can break the relationships. This applies perfectly in the North Sea, where
there are many small to medium sized companies with concrete interests in addressing and
anticipating the creditworthiness of the other parties
33
. It is not surprising, indeed, as the
success in the industry has always required cooperation with other parties, whether they be
contractors, governments or competitors
34
.


31
Hewitt (above n.1) p.180
32
See website <http://www.logic-oil.com/imhh/general-guidance>
33
Cameron (above n.4) p.208
34
Martin, Park (above n.23) p.4
Page 10 of 14

AIPN

AIPN is a non-for-profit professional membership association created in 1982 with the
goal of supporting negotiators all around the world
35
. AIPN makes available a huge number of
model contracts which can be used as reference, e.g. Confidentiality Agreements, Farmout
Agreements, Gas Sales Agreements, Joint Operating Agreements, etc.
As far as the indemnity and liability issue is concerned, Macattram (2007) in her paper
goes in detail through the articles of the AIPN 2002 model form International Operating
Agreement, in particular Article 46 (A) and (B)
36
. This provision seems to entails all the elements
Young (2002) identifies (as previously discussed). Indeed, the clause gives a clear definition of
who the indemnitee is, what he is indemnified from, what the liabilities are, etc. It is important to
notice, though, that this clause poses also an apparent limitation, restricting the provision to
liabilities which arise out of, result from Joint Operations. As Macattran (2007) underlines, the
rationale of this provision is based on the fact that the role of operator is a non-profit
undertaking performed for the general benefit of the participating interests to the JOA
37
.
Although the standardization of the contracts involves mainly companies and not
governments (as standardized government contracts are usually created unilaterally by the
single governments to meet their own needs
38
), the standardization wave supported by AIPN
has been directed also towards the creation of a global model of host government contract.
Unfortunately, this project never received enough support from the international companies and
from the governments (Martin, Park 2010)
39
.


35
For more information, please visit the website <https://www.aipn.org/Profile.aspx>
36
Article 46(A) and (B) deals with the indemnification of the Operator and any other Indemnitee (defined so as to
include the Operator and its Affiliates, their respective directors, officers and employees), from loss or liability for all
damages, losses, costs, expenses (including reasonable legal costs, expenses and attorneys fees) and liabilities
which may not be directly related but incident to any claims which arise out of, result from Joint Operations, even
where they are caused in whole or in part by a pre-existing defect or the negligence (sole, joint or concurrent), gross
negligence wilful misconduct, strict liability or other legal fault of Operator or any other of the Indemnitees.
37
Macattram (above n.5) p.8
38
Martin, Park (above n.23) p.7
39
For an in-depth review on the project, please refer to the Host Government Handbook that the AIPN created,
which represents a very interesting starting point.
Page 11 of 14

Conclusion

The standardization process gained, in the last years, an increasingly relevant role,
because of the fact that model contracts can lead the parties to more effective risk management
strategies, avoiding mistakes in the clauses, long-lasting negotiations and poor quality
contracts. Nonetheless, it remains critical to draft indemnities and exemption clauses precisely
and with due regard to the particular circumstances of each project
40
, avoiding inappropriate
use of contracts or their over-modification. Efficient and fair indemnity clauses can be drafted
only when the parties are fully conversant on the risk management schemes and risks
associated
41
.
However, it is worth mentioning that the standardization framework has suffered from a
severe challenge after the Deepwater Horizon accident, where the operator (BP) attempted to
argue that its contractual indemnities did not stand, and that some of the liability should
therefore be shared with the drilling company, (Transocean) and its cementing and mud logging
contractor (Halliburton)
42
. The clause adopted was a standard clause/global template, awarding
a reciprocal indemnity without limits and without regard to the causes, including for negligence
(sole, joint, active, passive or gross) and without regard for whether the pollution or
contamination is caused in whole or in part by the negligence or fault of Transocean (owner of
Deepwater Horizon)
43
. BP argued that the wording negligence and fault did not refer to a gross
negligence or strict liability, and that public policy prohibits indemnities for gross negligence and
punitive damages. Judge Carl Barbier accepted BP argument about punitive damages, although
refused the argument about the gross negligence, sentencing that the language of the clause
was not intended to limit such conduct to ordinary negligence
44
.

40
Hewitt (above n.1) p.206
41
Macattram (above n.5) p.9
42
Cameron (above n.4) p.209
43
Mouledoux A., Deepwater Horizon: Contractual Indemnity for Gross Negligence or Punitive Damages? (15
February 2012), in re Oil Spill by the Oil Rig Deepwater Horizon, MDL No. 2179 (E.D. La. Jan. 26, 2012), available at
<http://navwaters.com/2012/02/15/deepwater-horizon-contractual-indemnity-for-gross-negligence-or-punitive-
damages>
44
Ibid.
Page 12 of 14

As we can see from this example, the wording of indemnity clauses is notoriously
uncertain with respect to their enforceability
45
and it might sometimes not exclude the risk of a
substantial residual liability with the contractor (Cameron 2012). In the aftermath of Macondo,
contractors and operators have been pushed to review the contractual terms, the indemnity
regime/liabilities and the risk allocation
46
. It has been witnessed an increase number of proposal
by the operators trying to exclude the gross negligence from the indemnity, with the obvious
resistance of the contractors on the other side
47
.

Bibliography

Bullock K.W.II, A brief overview of indemnity provisions and allocation of risk in energy
agreements (17 May 2012), Texas Lawyers In-House Counsel Summit, Chamberlain Hrdlicka
Attorneys at Law, available at http://www.chamberlainlaw.com/assets/
attachments/Indemnity%20Provisions%20in%20Energy%20Agreements.pdf

Cameron P., Liability for catastrophic risk in the oil and gas industry (2012), Issue 6 IELR.

Gordon G., Paterson J., Oil and Gas law. Current practices and emerging trends (2007),
Dundee University Press.

Hewitt T., Who is to blame? Allocating liability in upstream project contracts (2008), 26 J.
Energy Nat. Resources L. 177.

Macattram G., How can the indemnity clause expand or limit the responsibility for liability of the
parties in international oil and gas contracts? (20 February 2007), CAR (CEPMLP Annual
Review), University of Dundee.

Makarov T., Indemnity in the international oil and gas contracts: key features, drafting and
interpretation (04 June 2009), CAR (CEPMLP Annual Review), University of Dundee.

Martin T.J., Park J.J., Global petroleum industry model contracts revisited: higher, faster,
stronger (2010) 3(1) Journal of World Energy Law & Business.

45
Cameron (above n.4) p.210
46
Moomjian C.A., Drilling contract historical development and future trends post-Macondo: reflection on a 35 year
industry career (7 March 2012), paper presented at the IADC/SPE Drilling Conference in San Diego, California,
available at <http://www.drillingcontractor.org/wp-content/uploads/2012/04/Drilling-Contract-Historical-Development-
and-Future-Trends-Post-Macondo.pdf>
47
See Moomjians paper (op. cit. n.46) for an interesting and detailed analysis of the post-Macondo.
Page 13 of 14


Moomjian C.A., Drilling contract historical development and future trends post-Macondo:
reflection on a 35 year industry career (7 March 2012), paper presented at the IADC/SPE
Drilling Conference in San Diego, California, available at http://www.drillingcontractor.org/wp-
content/uploads/2012/04/Drilling-Contract-Historical-Development-and-Future-Trends-Post-
Macondo.pdf

Mouledoux A., Deepwater Horizon: Contractual Indemnity for Gross Negligence or Punitive
Damages? (15 February 2012), in re Oil Spill by the Oil Rig Deepwater Horizon, MDL No. 2179
(E.D. La. Jan. 26, 2012), available at http://navwaters.com/2012/02/15/deepwater-horizon-
contractual-indemnity-for-gross-negligence-or-punitive-damages/

Perten J.H., Indemnity: A Clause Worth Reading (25 October 2007), Sheehan Phinney Bass
and Green or the Sheehan Phinney Capitol Group, informative paper, available at
http://www.sheehan.com/publications/good-company-newsletter/Indemnity--A-Clause-Worth-
Reading.aspx

Picton-Turbervill G., Jaun R., Efficacy of a contractor's liability cap against third party losses
(January 2007), Commercial Contracts Update, Ref:DTP/4355 Ashurst.

Roberts P., Standard terms for Asia oilfield service contracts (September 2003), PetroMin
publication, Jones Day, Hong Kong.

Sabey D.O., Fingarson J.L., Indemnity and insurance clauses in joint venture, farmout and joint
operating agreements (1970) 8 Alta. L. Rev. 210.

Yeats J.L., Tade J.B., Drafting enforceable indemnification provisions for the oil field (April
1997), Second Contract Risk Management Symposium, Strategic Research Insitute, available
at http://www.gordonarata.com/720DE/assets/files/lawarticles/ LANIER3.pdf

Young J., Indemnification clauses in multiple contract transactions (2002), 30 Int'l Bus. Law.
115.

Williams R.J.III, Indemnity agreements in oil and gas operations in Texas (1975-1976) 17 S.
Tex. L.J. 452.

Wilson S., Contractual allocation of risk in upstream oil and gas projects (Spring 2008), Issue
3, Energy Source.



Page 14 of 14

Websites

Oil&Gas UK The voice of offshore industry, Piper Alpha: Lessons Learnt, 2008, available at
http://www.oilandgasuk.co.uk/cmsfiles/modules/publications/pdfs/HS048.pdf
(visited on 6 April 2013)

BP Deepwater Horizon accident and response, available at
http://www.bp.com/sectiongenericarticle800.do?categoryId=9048918&contentId=7082603

LOGIC http://www.logic-oil.com (visited on 26 March 2013)

LOGIC http://www.logic-oil.com/standard-contracts (visited on 26 March 2013)

LOGIC http://www.logic-oil.com/imhh/general-guidance (visited on 26 March 2013)

LOGIC http://www.logic-oil.com/standard-contracts/documents (visited on 26 March 2013)

AIPN https://www.aipn.org/Profile.aspx (visited on 26 March 2013)

Cases

A Turtle Offshore S.A. v Superior Trading Inc [2008] EWHC 3034

BHP Petroleum Ltd and Others v British Steel plc and Dalmine SpA [1999] 2 Lloyd's Rep 583.

Caledonia North Sea Ltd v London Bridge Engineering Ltd [2002] UKHL 4; [2002] 1 Lloyd's Rep
553, HL.

EE Caledonia Ltd v Orbit Valve Co (Court of Appeal) [1995] 1 All ER 174; [1994] 1 WLR 1515;
[1994] 2 Lloyds Rep. 239

Hadley v Baxendale (1854) 9 Ex 341

WesternGeco Ltd v ATP Oil & Gas (UK) Ltd [2006] 2 Lloyd's Rep 535