Pan Petroleum Aje Ltd v Yinka Folawiyo Petroleum Co Ltd & Ors

Pan Petroleum Aje Ltd v Yinka Folawiyo Petroleum Co Ltd & Ors

The order clearly and unambiguously restrained the appellants from exercising any rights under Article 8.2 of the JOA to exclude Pan Petroleum from the Operating Committee in respect of the Aje-6 and Aje-7 wells, regardless of the basis for exclusion. The appellants’ contrary construction was not reasonably arguable. By excluding Pan Petroleum and passing resolutions in respect of those wells, the appellants were in contempt of court.

Parties
Claimant/respondent: Pan Petroleum Aje Limited; Defendant/appellant (first Defendant): Yinka Folawiyo Petroleum Co Ltd; Defendant/appellant (second Defendant): YFP Deepwater Co Ltd; Defendant: EER (Colobus) Nigeria Ltd; Defendant/appellant (fourth Defendant): Newage Exploration Nigeria Ltd; Defendant: PR Oil & Gas Nigeria Ltd
Jurisdiction
England and Wales
Judgment Date
11 October 2017
Procedural Posture
Civil Appeal / Appeal From High Court Judgment on Contempt and Declaratory Relief
Outcome
Appeal dismissed. Contempt finding and declaratory relief affirmed.
Legal Topics
Contempt of Court, Interim Injunctions, Interpretation of Court Orders, Joint Operating Agreements, Default and Exclusion Rights
Civil Procedure Arbitration Oil & Gas Law Contempt of Court Interim Injunctions Interpretation of Court Orders Joint Operating Agreements Default and Exclusion Rights

Case Brief

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Parties

Pan Petroleum Aje Limited

Claimant/respondent

Yinka Folawiyo Petroleum Co Ltd

Defendant/appellant (first Defendant)

YFP Deepwater Co Ltd

Defendant/appellant (second Defendant)

EER (Colobus) Nigeria Ltd

Defendant

Newage Exploration Nigeria Ltd

Defendant/appellant (fourth Defendant)

PR Oil & Gas Nigeria Ltd

Defendant

Procedural Posture

Civil Appeal / Appeal From High Court Judgment on Contempt and Declaratory Relief

Legal Issues

  1. 1 Whether the appellants were in contempt of court for excluding Pan Petroleum from the Operating Committee and passing resolutions in respect of Aje-6 and Aje-7 wells contrary to a court order
  2. 2 Proper construction of the court order restraining exercise of rights under the Joint Operating Agreement, specifically Articles 8.2 and 8.4
  3. 3 Whether the order was clear and unambiguous so as to found contempt

Ratio Decidendi

The order clearly and unambiguously restrained the appellants from exercising any rights under Article 8.2 of the JOA to exclude Pan Petroleum from the Operating Committee in respect of the Aje-6 and Aje-7 wells, regardless of the basis for exclusion. The appellants’ contrary construction was not reasonably arguable. By excluding Pan Petroleum and passing resolutions in respect of those wells, the appellants were in contempt of court.

Court Disposition

Appeal dismissed. Contempt finding and declaratory relief affirmed.

Orders

  • Appellants found in contempt of court for breach of injunction order.
  • Declaratory relief granted to Pan Petroleum confirming the resolutions passed in its absence were in breach of the order.