Dore Law - October 2019

Dore Law - October 2019

THE D or É R eport

D ore L aw G roup . net

OCTOBER 2019

MASTER SERVICE AGREEMENTS: When to Bargain the Terms

Master Service Agreements (aka MSAs) are useful for establishing the broad terms between companies working together in exploration, drilling, and production. The MSA provides general terms and conditions that will govern each of the various, separate projects that will be performed during the term of the MSA. As the work begins, work orders (setting out the details of the work to be performed) are typically signed for specific jobs, but it is the MSA that ultimately governs the rights and responsibilities of the parties. The major areas of concern are the warranties and indemnities your company is agreeing to provide to the customer. Additionally, the terms of the of MSA may dictate when and how your company will receive payment, when and how your customer can dispute payment and withhold funds owed to you, and where and how you can seek legal relief. Failing to negotiate the terms of an MSA in a rush to get the customer can be a big mistake. When reviewing an operator’s MSA, oilfield services companies should pay special attention to any language purporting to contract away their company’s right to file a mineral lien for unpaid services on the operator’s property. While the case law on whether a party can contract away its statutory right to file a mineral lien is sparse to say the least, a federal bankruptcy court in the Northern District of Texas recently issued an oral opinion stating that such contractual waiver of a party’s Chapter 56 mineral lien rights was indeed enforceable.

While this unreported opinion of a federal bankruptcy judge has limited precedential value, services companies should keep in mind that Texas courts are “pro-freedom of contract” and, unlike Chapter 53 (mechanic’s and materialman’s liens), Chapter 56 does not contain an express prohibition on contractual waivers. It is always best to demand that such language be amended to allow the services company to file a lien when its rights thereto arise directly from the operator’s failure to pay the service company. If the operator demands that the language bar the service company from filing a lien on amounts disputed by the operator, then you should make sure the invoice dispute language is as narrow and restrictive as possible. Such restrictions should allow only bona fide, good faith disputes by operator and only after it provides written notice to the service company detailing such dispute within a reasonable time frame. Here is another tip for in-house counsel and credit managers at oilfield services companies: If your company frequently provides equipment or services that are not furnished directly to the drill site, such as housing and telecommunications equipment for an off-site housing yard, make sure to have a due diligence system in place that will allow you to find the name of the well(s) and lease(s) being serviced from that off-site location. For example, such a due diligence system may consist of using your own work order forms which require your employees, or even the customer, to set out the identifying

information of the property on which the goods and/or services will be furnished. This in turn will allow your outside legal counsel to prepare and file a proper Chapter 56 mineral lien on those properties when the operator or contractor fails to pay your company for its goods and services. In general, under Chapter 56 of the Texas Property Code, any activity that helps facilitate the potential production of oil and gas will constitute a “mineral activity.” Case law supports your right to file a mineral lien in such a situation, and courts have found a variety of services to constitute “mineral activity” including catering services to an offshore rig, plumbing work incorporated into the living quarters of an offshore platform, and rentals of equipment or casing. A little due diligence upfront can go a long way when, and if, things turn sour down the road! Of course, many more terms in an MSA are important to your business, especially when the job doesn’t go as expected. Doré Rothberg McKay represents more oilfield services companies than any law firm in Texas. We offer a very affordable fixed- fee service to review most MSAs for you in 48 hours for only $500 . Our legal staff understands the issues and best practices because we are constantly looking at Master Service Agreements from across the industry and from operators of all sizes.

-Andrija “Andre” Stanojcic

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OUR SUPER LAWYER

Carl Doré Jr., our managing shareholder, was recently selected as a Super Lawyer for 2019. He is recognized as a Top-Rated Energy & Natural Resources Attorney in Houston, Texas . This selection is based off an evaluation of 12 indicators including peer recognition and professional achievement in legal practice. The Super Lawyers list recognizes no more than 5% of attorneys in each state. Super Lawyers is a trade publication of Thompson Reuters. Doré Rothberg McKay is proud of the recognition for Carl. To the attorneys and staff who practice with him every day, he really is our “Super Lawyer,” even without cape or tights.

SuperLawyers.com

OIL & GAS BANKRUPTCY TRACKER 2019

(limited to Debtor Liabilities > $10MM)

FILING DATE DEBTOR NAME

COURT Nevada

CHAPTER REPORTED LIABILITIES

2/3/2019 2/4/2019 2/14/2019 2/14/2019 2/28/2019 3/31/2019 4/1/2019 4/14/2019 4/15/2019 4/19/2019 5/8/2019 5/8/2019 5/10/2019 5/10/2019 5/15/2019 5/16/2019 5/22/2019 5/22/2019 5/22/2019 5/24/2019 5/28/2019 6/3/2019 6/3/2019 6/3/2019 6/18/2019 6/24/2019 7/1/2019 7/1/2019 7/11/2019 7/11/2019 7/16/2019 7/16/2019 7/21/2019 7/31/2019 8/2/2019 8/7/2019 8/8/2019 8/9/2019 8/11/2019 8/12/2019 8/27/2019 9/2/2019

Dc Solar Solutions

11 11 11 11 11 11 11 11 7 7 7 11 11 11 11 11 11 11 11 11 11 11 11 11 11 11 11 11 11 11 11 7 11 7 11 11 11 11 11

$1 billion to $10 billion $500 million to $1 billion $50 million to $100 million $50 million to $100 million $100 million to $500 million $1 billion to $10 billion $500 million to $1 billion $1 billion to $10 billion $10 million to $50 million $10 million to $50 million $1 billion to $10 billion $500 million to $1 billion $10 million to $50 million $100 million to $500 million $10 million to $50 million $100 million to $500 million Originally filed in Germany $50 million to $100 million $500 million to $1 billion $10 million to $50 million $50 million to $100 million $100 million to $500 million $1 billion to $10 billion $50 million to $100 million Involuntary Involuntary

Arsenal Energy Holdings

Delaware Delaware Delaware

BBPC LLC

1515-GEEnergy Holding Weatherly Oil & Gas

Texas-Southern Texas-Southern

Vanguard/Eagle Rock/Escambia Southcross/FL Rich Gas/T2 EF

Delaware

Jones Energy/Nosley

Texas-Southern

Integrity Directional Services

Oklahoma-Western

Fram Americas

Colorado

Boulder Energy Solutions

Oklahoma-Western

Triangle Petroleum Cordero Oil and Gas

Delaware Delaware

Falcon V

Louisiana-Middle

EdgeMarc/EM Energy

Delaware Delaware Delaware

Hilltop Energy

Elk Petroleum/Resolute

NCI New Capital

Florida-Southern

15

PWR Oil & Gas General Partners

Delaware

White Star Petroleum White Star Petroleum International Energy

Oklahoma-Western

Delaware

Oklahoma-Northern Oklahoma-Northern

AusTex Oil O’Benco IV

Texas-Eastern Texas-Southern

Legacy Reserves/Pinnacle Gas/ Dew Gathering

HDR Holding/Schramm Weatherford International

Delaware

Texas-Southern

11 7

$1 billion to $10 billion

Apex Energy

Montana

Involuntary

Silver Creek Services Drying Facility Assets

Pennsylvania-Western

$10 million to $50 million $100 million to $500 million $10 million to $50 million $100 million to $500 million

Texas-Southern

Remanant Oil HVI Cat Canyon

Delaware

New York-Southern

PES/ Philadelphia Energy Solutions

Delaware

$1 billion to $10 billion

Matra Petroleum Epic Companies

Texas-Southern Louisiana-Eastern Texas-Southern

$50 million to $100 million

Involuntary

Halcon

$1 billion to $10 billion $10 million to $50 million $100 million to $500 million $50 million to $100 million $100 million to $500 million $50 million to $100 million $1 billion to $10 billion

Harbor Wind

Colorado Delaware

Furie/Cornucopia

Sanchez/SN

Texas - Southern

Oklahoma Merge

Delaware

Epic

Texas - Southern

PetroShare

Colorado

A full list of 2019 oil & gas bankruptcies, including expanded information, is available upon request to the Doré Law Group P.C. The full list has 210 business entities as of Sept. 6, 2019.

‘WOMEN, WORK & THE ART OF SAVOIR FAIRE: BUSINESS SENSE & SENSIBILITY’ A Woman’s Guide to Corporate Success

This delicious delight has passed from Great Grandma Walker to Grandma Mathis, and on to the Rutledge family. My 9-year-old daughter Hailey also began making it this summer. INGREDIENTS • 2 lbs ground beef or ground turkey • 1 large onion, diced • 1 cup (approximately 5 stalks) celery, chopped • 3 cloves fresh garlic, minced or 1 tsp of garlic from jar • Favorite seasonings (like onion powder, seasoned salt, chili powder with no salt added, red pepper flakes, etc.) • 2 small cans of tomato purée • 1 can of tomatoes, diced or stewed • 1/2 cup ketchup • 1/8 cup cane sugar • 2 cans beans (Bush’s mixed chili beans, black beans, and/or chickpeas. If you use beans not made for chili, drain and rinse.) DIRECTIONS Instant Pot Method: 1. In large skillet, sauté onions, celery, and garlic until slightly translucent. Add seasonings to this mixture while sautéing. Add meat and brown. Drain fat. While Mireille Guiliano is best known for “French Women Don’t Get Fat,” her book on healthy eating and balanced living, authorship is actually her second career. Before she took up the pen, Guiliano was president and CEO of the French Champagne brand Veuve Clicquot. She developed Veuve Clicquot’s reputation in America almost single-handedly over a 20-plus year career, and now she has chronicled that success in her 2010 bestseller “Women, Work & the Art of Savoir Faire: Business Sense & Sensibility” — a guide to climbing the corporate ladder geared specifically toward women. Just as “French Women Don’t Get Fat” upended the typical diet book format, “Women, Work & the Art of Savoir Faire” leaves the usual business book style behind almost immediately. As Guiliano writes in her introduction, “This isn’t another business book that tells you how to ‘succeed’ or ‘get the corner office.’ Yes, of course, you’ll find advice on getting ahead and getting promoted … but more than that, you’ll find advice on being happy and living a good life, even while you are making the biggest contribution you can to the workplace. That’s why I dare to talk about style, and clothes, and food, and wine, and entertaining, and LIFE in a business book. We don’t work in a vacuum.” Guiliano is true to her word. Between the covers, readers will find advice on topics as far-ranging as developing the perfect handshake, choosing catering for a business dinner, dressing for success, and putting together an effective presentation. Guiliano has plenty of experience to back up her counsel and shares amusing anecdotes about the food and beverage industry, French culture, and her own

journey along the way. There are no easy three-step solutions here, only long- term goals and strategies. What really makes “Women, Work & the Art of Savoir Faire” unique is that it caters specifically to women in pursuit of high-powered CEO or CFO jobs. Guiliano covers circumventing prejudice right alongside choosing a dress and tips on being the perfect lunch date. Still, both men and women will come away from this book with ideas about how to achieve success without sacrificing the pleasures French women hold so dear.

WILL’S CHILI CHILI BANG BANG

WILL RUTLEDGE

2. Into an Instant Pot, add sautéed meat and vegetables. Then add tomato purée, diced or stewed tomatoes, ketchup, sugar, and beans. 3. Turn on manual setting for 15–20 minutes or on beans or meat setting. Allow an extra 10 minutes for steam to naturally release. The sauce may be thin due to the pressure cooking. Serve. Crock-Pot Method: 1. In large skillet, sauté onions, celery, and garlic until slightly translucent. Add seasonings to this mixture while sautéing. Add meat and brown. Drain fat. 2. Into a Crock-Pot, dump all the ingredients. Stir, cover, and turn on high setting for 4–5 hours or low setting for 7–8 hours. Serve. Dutch Oven Method: 1. In large pot or Dutch oven, sauté onions, celery, and garlic until slightly translucent. Add seasonings to this mixture while sautéing. Add meat and brown. Drain fat. 2. To the same pot, add the tomato purée, diced or stewed tomatoes, ketchup, sugar, and beans. Stir and simmer. Chili will be thick; resist the urge to add water. 3. Simmer for 15-20 minutes on low. Stir frequently because the tomatoes may burn. Serve.

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Master Service Agreements

Our Super Lawyer

Oil & Gas Bankruptcy Tracker 2019

Tips for Women Climbing the Business Ladder

Will’s Chili Chili Bang Bang

How Henry Ford Innovated His Industry

REIGNITE YOUR PASSION LESSONS IN INNOVATION FROM HENRY FORD As entrepreneurs scale their businesses, there is a lot to focus on: hiring the right staff, creating the most effective marketing strategies, and setting up efficient operations. With so much to do, it’s easy to lose sight of your initial vision for your company. If you’re stuck in a rut, know that you’re not alone. Plenty of the most successful entrepreneurs have endured the same struggles and, with a little ambition and a lot of creativity, came out on top. Take Henry Ford, for example. Henry Ford made the automobile accessible and appealing for the common citizen. This ignited interest in the market from consumers and manufacturers alike, which led to innovations like air conditioning and other appliances we can’t imagine living without today. There were some key factors that played into his success, and, if you apply them to your own journey, you could gain a new perspective and be inspired to create and innovate in your industry. CONSUMER-FOCUSED Ford realized cars were unreliable and unaffordable to most and set out to change that. After developing the first moving assembly line, Ford lowered the price of cars and made them accessible for people outside the upper class for the first time. As long as you keep the

consumer and their needs in mind, you’ll find ways to make their experience better and increase your success.

SMALL CHANGES, BIG IMPACT Unlike many companies today who sacrifice quality for quantity, Ford found ways to focus on both. He looked at how cars were actually made and found that, if he could build more cars within a certain time frame, he could pay less per car, per worker. Thus, the moving assembly line was born. When looking for ways to innovate in your industry, rethinking even the smallest, simplest details can make a huge difference for your business. You may not be able to reinvent the wheel, but who said you couldn’t reinvent the brake pads? Henry Ford may have changed the automobile industry forever, but you don’t have to go to such lengths to innovate in your own. The next time you find yourself uninspired or stagnant, look to those who made your industry what it is today. You might just find the inspiration you’ve been searching for.

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