Contract Law Management in Oil & Gas Industry

by Prof Catherine Tay

Why You Should Attend This Course

This 2-day course explores the legalities of contract and contractual obligations, specific to the oil and gas industry. Having a sound understanding of the operations of Contract Law will therefore better enable persons employed in the role of contract managers or any other project key personnel to fulfil their responsibilities in an effective way.


  • The Reasonable Man Test
  • Managing contracts
  • Common law vs. civil law system
  • Consideration – sufficiency in common law
  • Territorial delimitation and hydrocarbons resources
    – dispute resolution
    – mediation
    – arbitration
  • Due diligence
  • Seek appropriate Contractual Safeguards
    – force majeure
    – indemnity clause
  • The 4 Regimes governing relationships
    – Licenses
    – Concessions
    – Production sharing agreements (PSA)
    – Service contracts

Upstream Joint Ventures

  • joint bidding agreements + joint operating agreements
  • key features of joint operating agreements
  • leaving the joint venture
    – withdrawal & default
    – transfers & pre-emption rights
  • lifting and disposal
  • abandonment & decommissioning
  • force majeure

Downstream Consumption

  • gas sale & purchase agreements (GSA)
  • different types of GSA with key distinguishing characteristics
    – means of bringing gas to market
    – responsibility for pipe line transportation
    – depletion and term-supply contract
  • parties to GSA
    – multiple sellers and / or buyers
  • conditions precedent
    – obtaining all necessary government approvals
  • GSA start date
  • late start
  • gas supply period
  • terms extension
  • delivery pressure & control of gas flow
  • reserve assurances under GSA
  • seller’s reservations
  • contract quantities
  • daily contract quantity
  • annual contract quantity
  • maximum daily contract quantity
  • excess gas
  • take-or-pay
  • carry forward
  • make-up gas
  • shortfall and its remedies
  • exclusions from shortfall
    – gas not taken by buyer
    – force majeure
    – buyer’s acts or omissions
  • seller did not comply with agreed quality specification
  • notify any off-specification gas
  • gas price negotiations
    – lower and higher gas price
  • price review clauses
  • nominations – contractual quantities of gas
  • variations
  • forecasts
  • undertake and overtake
  • measurement and testing
  • invoicing and statements
  • late payment or failure to pay
  • payment disputes
  • Force Majeure e.g. acts of God & natural disasters
  • termination
  • facilities and maintenance
  • definitions and interpretation provisions
  • assignment and transfers
  • liability and indemnities
  • conduct of claims
  • duty to mitigate losses
  • insurance
  • confidentiality
  • governing law
  • dispute resolution and arbitration
  • expert determination
  • representations and warranties
  • sovereign immunity
  • application of terms implied by domestic laws or international
  • conventions

Boilerplate provisions

  • entire agreements
  • time of the essence
  • costs
  • relationship of parties and exclusion of partnership
  • further assurance
  • third party rights (or exclusion thereof)
  • public announcements
  • waivers
  • invalidity and severability
  • variations
  • notices

Applicability of Contractual Legal Principles

  • making a valid contract
  • misrepresentations
  • terms of contract – conditions, warranties and complex terms
  • enforcing the contract
  • remedies available for breach of contract
  • consequences of frustration

Prof Catherine Tay Swee Kian has more than 38 years of experience lecturing law as Associate professor at the National University of Singapore (NUS) Business School, Department of Strategy & Business Policy. She is a Barrister-at-law from Lincoln’s Inn, United Kingdom. Prof Tay is also an Advocate & Solicitor of the Supreme Court of Singapore and an author of several law books including her best seller books on Contract Law and Director Duties & Corporate Governance.

Prof Tay studied law at Queen Mary College, University of London and graduated with an honours degree in Bachelor of Laws and a degree in Master of Laws, in which she specialised in Company, Shipping, Insurance and Marine Insurance laws. She was called to the English Bar by Lincoln’s Inn in 1978. She did her pupillage under the Honourable Lady Mary Hogg in London and returned to Singapore in the law firm of Rodyk & Davidson. She won the Aw Boon Haw and Aw Boon Par Memorial Prize for the overall best student in 1980 during her postgraduate practical law course in Singapore. She was called to the Singapore Bar in 1980.

Prof Tay was on the Board of Overseas Editors for the (United Kingdom) Journal of Financial Crime, an official publication of the Cambridge International Symposium on Economic Crime. She has presented numerous papers at many conferences and seminars on Business Law, Medical Law & Ethics, Company and Insolvency Laws both overseas and in Singapore. Prof Tay is an examiner on law subjects for a number of professional bodies in Singapore and overseas. She was the external examiner on medical law ethics at the Hong Kong University, Law Faculty (2007-2008).

Prof Tay conducts in-house customised corporate programmes and seminars / workshops for commercial firms, banks, hotels, hospitals, statutory boards and companies, clubs and associations on topics such as contract management; corporate governance in both public and private sectors including public-private partnership contracts; tender bids bidding in procurement contracts; service level agreements and tenancy agreements. For over 4 years annually, she was the Programme Director, for a Singapore-Commonwealth Third Country Training Programme, Singapore- Commonwealth Advance Seminar for Chief Executives 28 May – 7 June 2008, jointly sponsored by Ministry of Foreign Affairs and the Commonwealth Fund for Technical Co-operation Commonwealth Secretariat London, United Kingdom at Training Institution – National University of Singapore Business School.

Prof Tay received her 38 years Long Service Award from the Marketing Institute of Singapore (MIS) on 2 November 2019. She was awarded the top trainer in MIS.

Prof Tay was a Visiting Consultant and adjunct lecturer at the Institute of System Science, NUS for over 16 years lecturing IT outsourcing contracts, intellectual property and contract law. She gave lectures in Industrial Relations and Labour laws at the Ong Teng Cheong Institute of Labour Studies for over 12 years on labour laws in industrial relations. She was the local teaching affiliate lecturing business law for Adelaide University, Australia.

Prof Tay lectures on “The Legislature, Policy Formulation & Implementation for Good Governance” to Ministers from Nigeria, Kaduna State Legislators” on 16-18 April 2018 at Singapore 2018 Capacity Building Retreat at Singapore Institute of Management (SIM) Professional Development. She also lectures on “Leadership & Governance” to Legislators from Kenya, 21-22 May 2018 at SIM Professional Development. She also lectures Public-Private Partnerships (PPP contracts) and joint ventures to global audience. She gave lectures several times on Corporate Governance to bankers from Uzbekistan.

Prof Tay is currently a member of the National Healthcare Group Institutional Review Board (IRB) of Domain Specific Review Board tasked to review the scientific and ethical aspects of research protocols since 2002. She received her 15 Long Service Award from NHG IRB in 2018. She is also currently a member of the Centralised Institutional Review Board (IRB), Singapore Health Services Pte Ltd tasked to review clinical protocols for human subject experimentation. She was a member of the panel for lay persons for the National Transplant Ethics Committee, Ministry of Health in 2009- 2011.

Prof Tay is the Honourable Legal Advisor for Singapore Optometric Association, as well as for the Singapore Institute of Engineering Technologists. She has lectured in executive training courses at the NUS Extension in professional and business management law courses for over 34 years. She has supervised medical students in electives onMedical ethics & law at the NUS Yong Loo Lin School of Medicine, and also for University of Manchester at Singapore Polytechnic. She also lectured nursing students in nursing law and ethics at the NUS Alice School of Nursing as well as in Nanyang Polytechnic. She has lectured medical law and biomedical ethics in the NUS Faculty of Dentistry for more than 15 years.


17 – 18 Nov 2021

Course Fee


The class offers in-class or virtual learning
  • Time: 9am – 5pm
  • MIS Member enjoy 10% Discount
  • Register for 8 or more participants to enjoy 10% Group Discount