Oil and Gas

Publications​​

• Bruce Lawrence and Peter Bryan "Dealing with Partnerships," The Negotiator, March 2015.

Recent Client Bulletins

Corporate

• BLG acts as government relations advisor to a pipeline company on a proposed $20-billion pipeline project.
• Acted for a major integrated oil company on a cross-border exchange of assets and facilities integration transaction valued at $11.7 billion.
• Acted for a drilling company with respect to its $6.7 billion reorganization.
• BLG acts for a major offshore east coast enterprise with respect to a multi-billion-dollar expansion.
• Acted for a large services company in relation to the spinout of a division in a $2.3 billion acquisition by an income fund.
• Acted for a drilling company in the $2.3 billion sale of its energy services and international drilling divisions.
• Acted for a large Canadian pension fund, which invested in an early oil sands development in 2003, and recently, with its partners, sold their collective interest for $2.1 billion.
• Acted for a foreign entity in its $1.8 billion acquisition of an interest in a domestic company.
• Acted for a dynamic exploration & production (E&P) company with respect to the take-over of a supermajor oil company.
• Acted for a domestic company in its $1.3 billion acquisition by a foreign entity.
• Acted for a drilling company on its $1.3 billion acquisition by a services company.
• Acted as advisor to the developer of a proposed $1.2 billion liquefied natural gas (LNG) facility and related pipeline and terminal facilities.
• Acted in relation to a $1.1 billion joint venture for the construction and operation of an ethylene petrochemical plant.
• Acted for a public energy income trust in relation to its conversion into a corporation and concurrent take-over of two companies.
• Acted for a major producer in its $588 million (USD) acquisition of all the issued and outstanding shares of another producer and certain assets. As well, we represented the same entity in its $320 million (USD) spin-out of certain properties.
• BLG acts for a transmission company with respect to a proposed gas storage business acquisition valued in excess of $500 million.
• Acted for an oil sands fund in its issuance of $400 million of trust units.
• Acted for a drilling company in its US$320 million acquisition of another entity’s worldwide land drilling assets located in Saudi Arabia, Oman, Kuwait, Egypt and Venezuela.
• Acted on behalf of the underwriters with respect to a $275 million offering by an oil sands developer.
• Acted on behalf of one of the participants in a joint project for the construction and operation of a $250 million derivatives production plant.

Litigation

• BLG was one of three lead counsel on an historic decision that was the last word on the ownership of solution gas in Alberta.
• BLG acted for a petroleum rights holder and successfully defended the claims of numerous freehold natural gas interest owners to entitlement to solution gas at the Court of Queen’s Bench of Alberta, the Alberta Court of Appeal and at the Supreme Court of Canada.
• Acted as lead counsel in the defence and counterclaim of a junior E&P company arising out of the share purchase transaction. The Trial Judge dismissed the claim and found in favour of the defendant on its counterclaim in relation to a number of commercial torts including conspiracy, fraud, and unlawful interference with economic interests. The Trial Judge awarded what was then the largest punitive damages award in Canada. The Court of Appeal upheld the Trial Judge’s decision although it reduced the punitive damage award. Leave was granted by the Supreme Court of Canada but the matter was discontinued prior to hearing.
• Represents one of the country’s largest oil & gas E&P companies in what is essentially the last remaining split title ownership dispute in the Canadian energy industry, the ownership of coal bed methane (CBM). No Canadian Court has yet to rule on whether the natural gas rights holder or the coal rights holder is the owner of CBM. A trial of this matter is not expected until late next year, but given the significance of the issue, any decision is likely to be appealed to the Alberta Court of Appeal and the Supreme Court of Canada.
• Represented the same large E&P company, and a number of other oil & gas companies, in defending against actions taken by the largest non-Crown lessor of oil & gas rights in Alberta, to terminate multiple petroleum & natural gas (PNG) leases throughout central Alberta through service of hundreds of notices to caveator to take proceedings on caveat.
• BLG acted to commence numerous proceedings to protect the caveats and interests of its lessee clients.
• Acted on all aspects of an early oil sands development project including regulatory challenges to continued production of natural gas from gas reserves overlying bitumen, resulting in the shut-in of natural gas production overlying the bitumen leases. Also acted on related legal challenges including challenges to the Alberta Energy Utilities Board’s (AEUB)* jurisdiction to shut-in natural gas and the authority of the AEUB* to pass regulations to manage ongoing gas production in the designated Oil Sands Areas (both of which were upheld by the Courts) and a challenge by the client to a governmental order addressing compensation to be paid as a result of the shut-ins (resulting in the striking of the order).
• Acted as lead counsel for dissenting shareholders at a fair value trial in a significant case on the valuation of oil sands projects. The Trial Judge accepted the corporation’s assessment of value in a lengthy decision. She also determined that special circumstances existed such that the shareholders should pay costs of the proceeding. The matter was appealed to the Alberta Court of Appeal who recently released its decision and while it upheld the Trial Judge’s findings on the fair value, it concluded that she erred in finding special circumstances existed in relation to costs.

Restructuring/Insolvency

• Acted on a number of cross-border restructurings including a matter that involves debt of about $3 billion (USD).
• Represented the corporations on a number of restructurings including on a restructuring of a corporation with approximately $200 million (USD) in debt. The restructuring also involved significant overseas assets and resulted in creditors being paid 100 cents on the dollar plus interest.
• Counsel for the receivers in a number of receiverships including in the liquidation of the assets of a large coal mining company, including what is believed to be the first use of section 14.06 of the Bankruptcy and Insolvency Act to allow the disclaimer of property (consisting of open-pit and underground coal mines, as well as plant facilities) having significant environmental issues.
• Acted for the monitor in Companies’ Creditors Arrangement Act (CCAA) proceedings commenced by a high-profile Calgary-based gold mining company and its sister companies. Subsequently acted for the Interim Receiver of one of the sister companies and in that capacity, advised the Interim Receiver regarding several hostile take-over bids, believed to be the first such take-over bids launched in Canada for a corporation in receivership. Represented the corporation in its restructuring under the CCAA that involved the first judicial consideration of the “eligible financial contract” amendments to the CCAA.
• Acted for a French-based company in the bankruptcy of a Bermudian corporation conducting oil exploration in the West African nation of Gabon. In that capacity BLG was involved in insolvency proceedings in Canada, England, Gabon and Bermuda.
• Acted for the purchaser of assets in restructurings of oil & gas companies.
• Represented the creditors in restructurings of numerous companies including oil & gas companies.
• Represented the monitor in proceedings related to simultaneous CCAA and US Chapter 11 reorganization proceedings commenced by that corporation. In that capacity, BLG arranged for what are believed to be the first cross-border hearings between US and Canadian courts, and drafted a cross-border protocol to coordinate the Canadian and US proceedings. That protocol has since served as a precedent for subsequent Canada/US cross border insolvency proceedings.

Intellectual Property Litigation

• Asserted and defended several patent infringement claims pertaining to among other things: down-hole wire-line tools; isolation tools; anti-rotational tools; oil-jack flow monitoring equipment; and dyke systems.
• Acted in a number of intellectual property matters involving: industrial espionage; industrial design issues; trademark and copyright issues; and trade secrets.

Environmental Contamination Claims

• Acts for a number of oil & gas companies, including one of the country’s largest oil & gas E&P companies, in environmental contamination claims, involving contamination and stigma/financing claims related to: rural/residential claims arising from well site operations; abandoned and operating well sites and pipelines; and commercial properties arising from heritage service station or bulk fuel storage facilities.

Additional Oil & Gas Representative Matters

• Acts for an independent upstream oil & gas company in litigation involving the issue of entitlement to produce from specific well formations. The litigation arose as a result of a corporate sale transaction.
• BLG also acts in the companion ERCB* proceedings that recently resulted in a rare split decision from the ERCB*. Court of Appeal and review and variance proceedings are underway.
• Acted for a large drilling company in its defence of claims for various commercial torts including breach of contract, inducing breach of contract, breach of US patents, breach of obligations of good faith, passing off, and interference with economic relations relating to use of a specialized drilling tool.
• Represented the defendants in an action brought by a creditor of a bankrupt gas marketer. The issues included the extent of the obligations owed to a company facing financial difficulties, including the use of CCAA proceedings and the settlement of outstanding claims.
• Acted for the defendant oil & gas company in a case involving the consideration of certain oil & gas accounting issues. The action alleged improper accounting affecting several joint ventures established to develop a natural gas field in Alberta and market the natural gas produced from it.
• Represented the defendant drilling company at the trial of the plaintiff’s claim for breach of contract in relation to redemption of stock options and for unpaid consulting fees. The claim involved the creation of the defendant entity by way of an initial public offering. The Trial Judge dismissed the plaintiffs’ claims almost entirely and the Court of Appeal subsequently upheld the trial decision.
• Defended an exploration company on a claim advanced by the plaintiff for specific performance of an erroneous Right of First Refusal (RFR) notice. The claim involved analysis of whether a RFR notice constitutes a stand-alone offer for purchase and sale, the effect of a RFR notice that does not comply with the underlying contract and other issues at the core of a right of first refusal.
• Acted in relation to a dispute over bundling on a right of first refusal notice, that is the appropriate method for valuing an RFRed asset being transferred as part of a larger bundle. The claim also involved the more recently developed case law on the obligation of good faith in dealing with RFR holders.
• Acted on a claim advanced against a number of joint venture partners in relation to construction contracts on a significant oil sands downstream upgrader project. At issue were significant cost overruns in the hundreds of millions of dollars and a dispute over the nature and termination of the contract.
• Represented the insurer defending against allegations of bad faith advanced by the Plaintiff. At issue was the placement of cost overrun insurance and coverage of a cost overrun in the hundreds of millions of dollars on the development of the same oil sands downstream upgrader project.
• BLG has extensive experience in claims relating to seismic data. This includes both court and arbitration proceedings arising from alleged improper disclosure of seismic data; improper processing of seismic data and claims for the resulting consequential drilling and sales losses.
• BLG has acted for insurers in a number of oil & gas matters including claims arising from general down-hole equipment failures from blow-outs and claims arising out of fracking issues.

Regulatory

Upstream Oil & Gas

• Acted for a large natural gas producer in a hearing before the Alberta Energy and Utilities Board* on the issue of entitlement to produce coal bed methane. The Board determined that natural gas rights holders were entitled to produce coal bed methane. BLG continues to act on the companion proceeding in the Alberta Court of Queen’s Bench.
• Represented a private natural gas company in the first application for common carrier and common processor relief before the British Columbia Utilities Commission in over 20 years.
• Appeared for an active junior E&P company on several contested sour gas well and gathering line applications before the Alberta Energy and Utilities Board*.
• Represented an oil & gas E&P company for common carrier and common processor relief before the Alberta Energy and Utilities Board*.
• Represented a junior oil & gas company in several contested sweet well and compression facility applications before the Alberta Energy and Utilities Board*.
• Represented an active E&P company on several contested well and gathering line applications before the British Columbia Oil and Gas Commission.
• Represented a Government entity in facility proceedings relating to a pipeline project with onshore and offshore facilities, before the National Energy Board (NEB) and the Canada/Nova Scotia Offshore Petroleum Board.

Oil Sands

• BLG acted as project counsel on the first commercial oil sands project using SAGD (steam assisted gravity drainage). In 2003, the first phase of the commercial project was launched. First commercial production was obtained in December of 2007.
• BLG has acted and continues to act for a number of oil sands developers on applications before the Alberta Energy Regulator (AER)* including: all matters related to commercialization of significant oil sands leases including pilot applications and commercial regulatory applications; an application seeking an interim and permanent shut-in of producing natural gas wells in the Athabasca Oil Sands Region; an application respecting gas production and shut-in of natural gas production in the Peace River Oil Sands area; an application respecting gas production and shut-in of natural gas production in the Cold Lake Oil Sands area; an application respecting gas production and shut-in of natural gas production in the Leismer & Chard area; the initial public inquiry on the effects of production of gas over bitumen; and the first hearing before the AEUB* on the shut-in of gas over bitumen in the Surmont area, including all related matters such as compensation proceedings.

Pipelines

• Represented pipeline clients before the Alberta Utilities Commission in respect of an investigation of the services and tolls applicable to a particular pipeline.
• Acted for a major pipeline company on all applications before the Alberta Energy and Utilities Board* and Alberta Environment with respect to a large pipeline project, including lateral lines and terminal projects.
• Represented oil & gas producers with respect to pipeline oil and natural gas liquids (NGL) facilities applications.
• Appeared before the NEB on a new pipeline application and the initial tariff and toll application.
• Advised one of the largest industrial natural gas consumers in British Columbia on a variety of matters including: numerous gas transportation contracts; related new pipeline projects; firm transportation-related agreements; other significant transportation commitments, including tolling issues such as bypass tolls, and pipeline expansion matters; and regulatory proceedings before the British Columbia Utilities Commission.
• Advised on a proposed international gas pipeline, including approximately 43 miles of marine pipeline, to serve markets on Vancouver Island including with respect to: shipper documentation, including preparation and negotiation of precedent agreements; “open season” documentation; transportation service agreements, and both tariffs and general terms and conditions.
• Represented a major pipeline company before the Alberta Energy & Utilities Board* in relation to a number of pipeline bypass applications and the expansion of its system to the Alberta/British Columbia border.
• Represented the same major pipeline company before the NEB in relation to jurisdictional issues (including related Federal Court of Appeal proceedings) and in relation to pipeline applications;
• Appeared in numerous proceedings before the EUB* and NEB in relation to an inter-provincial pipeline system in Alberta and British Columbia.
• Represented pipeline companies at the Federal Power Commission hearings regarding the Alaska Natural Gas Transportation System project.
• Assisted with the drafting of the Northern Pipeline Act. Involved in the preparation and development of the environmental terms and socio-economic terms and conditions, and all manner of approvals under Northern Pipeline Act and provincial regulatory authorities in relation to BLG’s clients’ project and expansion. Reviewed and provided advice as to the status of environmental approvals under Northern Pipeline Act and Environment & Assessment Review Plan (EARP) and the jurisdiction and relevance of Canadian Energy Assessment Act (CEAA) to the Alaska Natural Gas Transportation System (ANGTS) project.

Midstream Operations and Petro-Chemicals

• Acted for an Alberta natural gas transmission company in the 2008 Alberta Energy and Utilities Board*-initiated public inquiry into a number of matters dealing with the ownership and extraction of NGLs in the province.
• Represented an intervenor in the Petro-Canada/Fort Hills L.P. Sturgeon Upgrader hearing.
• Acted as BC advisor to the developer and consortium members of a proposal to construct a significant liquid natural gas facility to be situated on Aboriginal treaty lands, including related pipelines and marine terminal facilities in British Columbia. Acted on all aspects of the regulatory/environmental assessment and approval processes including consultation and negotiation with First Nations groups.
• Appeared before the Alberta Energy Resources Conservation Board*, for an applicant/intervener, in respect of industrial development permits, gas processing approvals, application for permits to construct natural gas liquid and water pipelines, gas and ethane removal permits and in various enquiries.
• Appeared before the NEB on various gas export proceedings including related tolling issues, and various enquiries.

Electric Generation

• Counsel for the development of a new 250 MW gas-fired generation plant on Vancouver Island, including preparing environmental applications, advising on strategic and procedural issues, providing opinions on legal issues and negotiating project report specifications.
• Acted for a potential buyer of an 80 MW coal-fired generation facility, including leading regulatory and environmental due diligence, as well as review of power purchase arrangements.
• Provided environmental and socio-economic advice to First Nations in connection with a major hydroelectric development in Manitoba.
• Represented a major utility company in the development of a new 250 MW gas fired cogeneration project in association with a major pulp mill. This included all preliminary planning, development, permitting, construction, bidding, commercial agreements and regulatory work.
• Represented an Ontario based independent power producer in the sale of a number of power generation facilities including advice on all regulatory matters.
• Represented a major utility company in a joint venture independent power project for a single cycle gas turbine power plant. This work included all planning and development work, regulatory approvals and all commercial agreements.

Transmission Lines

• Appeared before the Alberta Energy & Utilities Board* in respect of various transmission applications including: the Alberta Electric System Operator congestion management proceeding; AESO “need” applications; the 500 kV transmission line upgrade between Calgary and Edmonton, (as well as all related court challenges); and a 138 kV transmission line rebuild.
• Represented the applicant before the NEB for a 230 kV transmission line across the Canada/US border interconnecting a proposed 660 MW gas-fired generation facility located in Washington. Also appeared on related Federal Court of Canada proceedings.

Surface Rights and Land Acquisition

• Represent a large pipeline company on land acquisition, landowner disputes and expropriations before the Alberta Surface Rights Board and appeals before the Alberta Queen’s Bench with respect to two significant pipeline projects. Successfully obtained a precedent setting right-of-entry order for an “off right-of-way” access road to a pipeline.
• Appeared before the British Columbia Mediation & Arbitration Board for a junior E&P company seeking access for several contested well and gathering line applications.
• Represented a large pipeline company regarding land acquisition, landowner disputes and expropriations before the Alberta Surface Rights Board.
• Obtained easements and entry on the lands required for pipeline pre-builds in Alberta and Saskatchewan, including the preparation of all easements, crossing and other land-related agreements. Also acted in related Federal Court of Appeal proceedings in Ottawa, arising from the land acquisition of the rights-of-way and the determining of the compensation for the taking.

Public Utilities and Rate Regulation

• Represent an independent transmission company, before the Alberta Utilities Commission (including its predecessor tribunals the Alberta Energy & Utilities Board* and the Alberta Public Utilities Board) on all rate making and tariff matters, including general tariff applications and deferral account applications, as well as all related court actions.
• Acted for an independent transmission company on a five-week Alberta Utilities Commission initiated Generic Cost of Capital proceeding to review the generic return on equity for 2009 for a number of Alberta utilities and the generic return on equity adjustment mechanism and capital structure of utilities on a utility-specific basis. The Commission’s decision is pending.
• Represent a northern electricity generation, transmission and distribution company on rate making, tariff and reliability criteria matters before the Public Utilities Board of the NWT, including related court actions.
• Appeared before the Alberta Utilities Commission on: AESO deferral account applications and the Alberta Market Surveillance Administrator proposed dispatch rules; in respect of shipper applications (both for and against) to have rates regulated; and for numerous tolls and tariff design proceedings.
• Appeared before the NEB for numerous clients on matters including: tolling, tariff and system access matters; and a shipper’s complaint of its rates.

Mining

• Acted for many years in British Columbia for one of Canada’s largest coal mining companies in respect of mine acquisition and development matters, including land and coal tenure, coal bed methane, environmental liability and other mine development activities.
• BLG has also acted and continues to act for a number of other mining companies regarding mine acquisitions and development work in British Columbia and internationally.
• Acted for a start -up underground coal mine project with a projected production of 20,000 to 30,000 tonnes/month.
• Advised on preparation of Alberta Energy and Utilities Board* and Alberta Environment regulatory applications, as well as public consultation and regulatory affairs matters.
• Represented the receiver and trustee in bankruptcy of a large coal mining company in Alberta. Advised on reclamation and abandonment liabilities, and successfully negotiated an abandonment and reclamation settlement with the Alberta Energy and Utilities Board* and Alberta Environment.
• Acted for one of the world’s largest mining companies in respect of a proposed $1-billion exploration, production and distribution diamond mine project in the Slave region of the Northwest Territories including extensive due diligence, environmental (Canadian Environmental Assessment Act) and project regulatory assessment and joint venture planning.

*Now the Alberta Energy Regulator (since 2013). Formerly known as the Energy & Resources Conservation Board (1971-1995); the Alberta Energy & Utilities Board (1995-2008); the Energy & Resources Conservation Board (2008-2013).

The Oil & Gas Group or its members are recognized:

• In the 2018 edition of The Legal 500 Canada.
• Shortlisted for the Energy Team of the Year award at the 2015 Chambers Canada Awards.
• In the 2018 edition of The Best Lawyers in Canada^®.
• In the 2018 edition of Chambers Canada — Canada's Leading Lawyers for Business.
• In the 2017 edition of Legal 500 Canada.
• In the 2017 edition of Lexpert^®/American Lawyer Guide to the Leading 500 Lawyers in Canada.
• In the 2017 edition of Canadian Legal Lexpert^® Directory.
• In the 2016 edition of Lexpert Guide to the Leading US/Canada Cross-Border Corporate Lawyers in Canada.