Baker & O'Brien, Inc.

Experience

Experience

 

Case Attribute: Commercial Terms Review

Article
Ammonia Plant Project Finance
Served as independent engineer on behalf of a major European bank for the relocation of a 750 TPD ammonia plant.  Work included an assessment of existing and new technology that was to be incorporated in the project.  The due diligence investigation analyzed feedstock supply, reviewed contracts, and inspected progress prior to close of financing.  Monitored construction progress, certified mechanical completion, and witnessed the plant performance test.  
Commercial Terms Review , Industry Practice/Standard of Care , Operations/Maintenance
Audit of Gas Contract
Conducted an audit of the revenue settlement of natural gas liquids and residue gas per the terms of a gas processing agreement. Investigated causes of reduced product yields, and reviewed compressor operation, fuel consumption, and product and fuel allocation procedures.
Commercial Terms Review , Pricing
Crude Oil Processing Contract Dispute
Served as expert witness concerning a dispute between an international oil trading company (Trader) and an independent refining company (Refiner), between whom there was a crude oil processing contract.  The Trader alleged that the Refiner misappropriated products to its own account.  Analyzed the refinery production and product disposition under each processing deal over a period of three years and calculated the damages under the alleged misappropriation.  Prepared an independent detailed damages claim for insurance purposes and defended the claim at trial.  
Commercial Terms Review , Expert Witness/Testimony , Pricing , Product Quality
Jet Fuel Underpayment Claim
Assessed jet fuel supply contracts to see if an overpayment claim was justified.
Commercial Terms Review , Pricing
LPG Pipeline Specifications
Evaluated pipeline tariffs, product specifications, connection agreements, and liquefied petroleum gas sales agreements, including the determination of fractionator feedstock and product economics, for the export of liquefied petroleum gas to northern Mexico from fractionation facilities in West Texas.
Commercial Terms Review , Pipeline , Product Quality
Market Analysis and Term Supply Contracting - Synthetic Crude Oil
Assisted a Venezuelan joint venture company in developing a marketing strategy for a new synthetic crude oil. The assignment included an evaluation of the potential market for the new production, modeling of refinery values for the new production, detailed assessments of potential supply agreements, and assistance in term contract negotiations.
Commercial Terms Review , Crude Oil Valuation , Pricing , Product Quality
Market Value of Natural Gas
Determined the reasonableness of royalty payments for natural gas by comparing available arm's-length contracts, pricing, and actual costs of gathering, compressing, and processing the gas.
Commercial Terms Review , Pricing
Natural Gas Royalty Dispute
On behalf of several producing companies, demonstrated the reasonableness of royalty payments for natural gas by comparing available arm's-length contracts, pricing, and actual costs of gathering, compressing, and processing the gas.
Commercial Terms Review , Pricing
Natural Gas Tax Dispute
Following the imposition of a new oil and gas taxation regime, a dispute arose regarding the contractual right of local natural gas producers to "pass through" incremental taxes to their customers.  Served as expert witness.  Key work involved the development of a fair mechanism to allocate recovery and distribution costs between "jointly" produced hydrocarbons, including oil, condensate, natural gas, and natural gas liquids.  Prepared and defended specific proposal in the arbitration proceedings.
Arbitration , Commercial Terms Review , Expert Witness/Testimony , Pricing
Oil Refining Crude Supply Dispute
Provided engineering and project management consulting services for litigated dispute between two large oil companies concerning an acidic crude oil supply agreement (high TAN crude, high acid crude). Prepared expert report.
Commercial Terms Review , Crude Oil Valuation , Product Quality
Paper Coating Plant Project Finance
Served as independent engineer on behalf of a major financial institution for the construction of a new $100 million paper coating plant. Prepared due diligence, assessed technology, evaluated project scope of work and schedule, reviewed engineering, procurement, and construction contracts, and advised bank with respect to mitigation of project risks.
Commercial Terms Review , EPC-related , Project Feasibility
Product Supply Contract Review
Following the notice of cancellation of a product supply agreement based on crude processing, to be replaced with an agreement where refined product prices were to be supplied based on adjustments to posted prices, evaluated the economics of the proposed supply contract compared with the existing crude processing agreement.  Determined the required level of discount to OPIS prices to match product cost under the existing crude processing arrangement.
Commercial Terms Review , Crude Oil Valuation , Pricing , Product Quality
Pipeline Contractual Dispute
Assisted in a claim between a major U.S. energy provider and project promoters concerning claims that the energy provider defrauded project promoters when it proceeded with the construction of an international natural gas pipeline.  Submitted report outlining the differences between energy provider's project and the promoters' project.
Commercial Terms Review , Pipeline
Natural Gas Gathering Fee Dispute
Reviewed natural gas contracts to opine on whether addition of a gas gathering fee was consistent with typical commercial experience on intrastate pipelines.
Commercial Terms Review , Pipeline
Pipeline Operating Dispute
Assisted in a dispute between an owner and an operator of a recently-constructed crude oil pipeline.  Prepared an expert report concerning:  (1) the facilities that should have been provided as part of the capital project to construct the pipeline; (2) the equipment necessary to operate and maintain the pipeline; and (3) whether defects found during the early operating period were the result of improper equipment design specifications and construction, or improper operation and maintenance.  Testified at arbitration in London.
Arbitration , Commercial Terms Review , Environmental , Expert Witness/Testimony , Industry Practice/Standard of Care , Operations/Maintenance , Pipeline
Jet Fuel Supply Contract Dispute
Assisted a large refining client that was a defendant in a claim related to a force majeure declaration resulting from a hurricane. The dispute centered around a jet fuel supply contract and Baker & O'Brien assessed the supply conditions, transportation and other parameters related to the case.
Commercial Terms Review
Industrial Gas Contract Evaluation
Evaluated a contract for supply of nitrogen to petrochemical facilities. Specifically assessed the nitrogen pricing terms and interpretations.
Commercial Terms Review , Pricing
Wholesale Supply Contract Dispute
Reviewed supply contract dispute and claims that customer was overcharged for product delivered to customer's retail locations. Completed an analysis of refinery gate prices, regional wholesale pricing, and transportation charges for deliveries to each location to determine if overall charges to customer were consistent with transportation logistics and contractual obligations.
Commercial Terms Review , Pricing
Independent Engineer for New Refinery in Egypt
Technical due diligence for financing of a 200,000 B/D merchant export refinery in Egypt. Our review included opinions on site selection, owner's development plan, supply agreements, offtake agreements, EPC Contracts, refinery unit technologies including sulfur recovery, 'over-the-fence' utility interface, crude oil supply and product export terminal facilities. Our review also included opinions on environmental compliance, licenses and permits, CAPEX, construction schedule, completion risk, OPEX and technical comment to the financial model .
Commercial Terms Review , EPC-related , Physical Asset Appraisal
Refinery Crude Oil Losses following Fire
Estimated the losses (if any) incurred by a refiner in disposing of its crude oil purchases following an extended shutdown of its refinery as a result of a fire. The results were used by management to gauge the effectiveness of its crude oil supply and trading organization.
Commercial Terms Review , Crude Oil Valuation , Pricing
Dock Collision Business Interruption Claim
Assisted in a dispute concerning a refinery business interruption claim and lawsuit after a marine vessel allision with a refinery dock.  Analyzed need for extraordinary refined product marine and pipeline movements, as well as trading activity and demurrage claims.  
Commercial Terms Review , Waterborne/Marine
Alaska Refinery Evaluation
Assisted our client in evaluating the profitability of one of the refineries in Alaska. The evaluation provided inputs that were instrumental to the client in its ongoing discussions with a refiner regarding a long-term crude oil supply contract.
Commercial Terms Review
Gasoline Supply Contract Dispute
Represented a major refiner in a dispute related to lack of performance alleged by a large local service station chain. Reviewed the contract terms and provided testimony via deposition.
Commercial Terms Review , Expert Witness/Testimony
Engineering & Construction - Liquidated Damages Dispute
Reviewed claim relating to assessment of liquidated damages and inadequate delivery of Operating Manuals.
Commercial Terms Review , EPC-related
Ethanol Class Action Litigation
Assisted a major Florida fuel marketer in Florida in defense against class action claims that ethanol-blended fuels had resulted in damaged boat engines, fuel tanks, and other marine/recreational equipment. Reviewed terminal blending and quality control practices, the actual quality and formulation of gasolines delivered to Florida consumers, and state specifications controlling the quality of such gasolines.
Commercial Terms Review , Product Quality
Refinery Demurrage Claims
Reviewed ship demurrage claims regarding refinery force majeure issues. Developed report on issues including residual fluid catalytic cracking (RFCC) operations and prudent operating procedures.
Commercial Terms Review , Waterborne/Marine
Ethanol Contract Dispute
Assisted in a dispute between gasoline marketing firm and an ethanol producer in arbitration over a long -term ethanol supply contract from a new production facility.  Testified in arbitration regarding the development of the contract pricing formula, how it was to be applied, and the shortcomings associated with it. 
Arbitration , Commercial Terms Review , Pricing
Methanol Contract Dispute
Provided an expert opinion on several aspects related to a methanol supply contract dispute.
Commercial Terms Review , Expert Witness/Testimony , Pricing
Owner's Engineer for New Refinery Project
Reviewed key project assumptions and provided guidance on various aspects of project development, including: transportation infrastructure; refinery design basis; EPC strategy and contract; refined product markets and pricing basis; crude oil sources, quality, and pricing assumptions; project financial model and economics.
Commercial Terms Review , Pricing , Project Feasibility
Crude Oil Pipeline System Due Diligence
On behalf of an investment group, provided technical and operational due diligence of an interstate (FERC regulated) crude oil pipeline system. Our focus included the review of asset integrity, design, system capacity, and operating costs of an existing asset and the design, project execution plan, schedule, cost estimate, and projected operating costs of a proposed pipeline.
Commercial Terms Review , EPC-related , Operations/Maintenance , Pipeline
Residual Fuel Oil Valuation
Provided an assessment of the quantity, quality, and value of fuel oil recovered during demolition of storage tanks at a power plant.
Commercial Terms Review , Expert Witness/Testimony , Pricing , Product Quality
Ethanol Blending Lawsuit
Working on behalf of a petroleum industry trade organization, in defense of major gasoline branded companies, provided analysis and opinions related to the potential impact on brand quality from allowing ethanol splash-blending by third parties. Provided expert testimony at trial.
Commercial Terms Review , Expert Witness/Testimony , Product Quality
Contract Company, Bankruptcy Dispute
Supported client in a contractor bankruptcy case by providing  opinions concerning (1)  industry practices plant operators (owners) take to vet industrial contractors for consideration to perform work at their site; (2)  impact to operations following the suspension of work by a contractor during turnaround without prior notice; and (3) efforts owners may take to mitigate the impact of work suspension.  Developed expert report and provided deposition testimony. 
Commercial Terms Review , Expert Witness/Testimony , Operations/Maintenance
Propane Pricing Analysis
Evaluated the historical development of propane prices in a key North American market, and developed a report that assessed propane supply-demand dynamics and price response, given the increasing availability of supply.  Evaluated the evolution of company price postings and compared independently-assessed, third party prices to these postings.  Provided opinions on the best propane price reference points to be used in commercial supply contracts. 
Arbitration , Commercial Terms Review , Pricing
Needle Coke Price Dispute
Provided an opinion on the market price of needle coke in connection with a dispute submitted to the International Centre for Expertise of the International Chamber of Commerce.
Arbitration , Commercial Terms Review , Pricing , Product Quality
Refinery Economic Losses Due to Fire
Prepared an assessment to quantify the economic damages resulting from a refinery fire that caused damage to equipment and a lengthy shutdown of a refinery distillation and conversion train.  Prepared a detailed report that documented both business interruption losses and repair costs for damaged equipment.  Provided testimony in deposition and district bench trial.
Business Interruption , Commercial Terms Review , Expert Witness/Testimony , Pricing , Property Damage
Feedstock Supply Dispute
Reviewed the incidents of feedstock disruption and its effects on production of a basic chemical by a chemical producer in its dispute concerning a long-term feedstock supply contract.  Dispute was settled at an early stage, prior to the preparation of an expert report.
Arbitration , Commercial Terms Review , Operations/Maintenance
Gas Pipeline Dispute
As a member of the three person dispute resolution board for a gas pipeline construction project, reviewed, evaluated, and determined liability for project claims brought before the board.  
Commercial Terms Review
Lender's Engineer - GTL Plant
Served as Independent Engineer on behalf of a major Australian bank for the construction of a GTL plant.  Prepared a technology assessment, analyzed feedstock supply, and reviewed contracts.  Inspected equipment and confirmed permits were in place prior to authorizing draw-down certificates.  Monitored construction progress, confirmed expenditures, and compared these expenditures against budget.
Commercial Terms Review , Environmental , EPC-related , Gas to Liquids , Operations/Maintenance
Natural Gas Measurement Dispute
Assisted client with a "Discovery Request" regarding measurement of shale-play natural gas from a field meter.   Reviewed accounting records, photos, and meter specifications to determine if consistent with industry standards for measuring natural gas.  
Commercial Terms Review , Industry Practice/Standard of Care , Operations/Maintenance
Transmix Facility Due Diligence
Completed technical, financial, and operational due diligence analysis on behalf of lenders for an existing transmix processing facility and associated terminal.  Tasks included inspection of facilities, assessment of competitive market position, and an evaluation of a new hydrotreater project for ULSD production.
Commercial Terms Review , Operations/Maintenance , Physical Asset Appraisal , Project Feasibility
Ammonia Plant Project Finance
Served as independent engineer on behalf of the financial advisor for the construction of a new small-scale biomass to nitrogen fertilizers complex.  Prepared a technology assessment, analyzed feedstock supply, reviewed contracts, reviewed site and infrastructure considerations, and advised with negotiation of contracts.  
Commercial Terms Review , Environmental , Fertilizers , Gasification , Intellectual Property , Project Feasibility