Calgary Oil & Gas Lawyer

Christopher R. Neufeld

Neufeld Legal Professional Corporation

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CALGARY CORPORATE OIL & GAS LAWYER

At Neufeld Legal P.C., we are looking to assist oil and gas operators, service companies, royalty owners, working interest owners, lessees, and lessors in business/legal matters related to the petroleum industry. The petroleum industry is major business in the province of Alberta, and we are intent on providing sound corporate legal advice and strategy to those energy sector businesses that are seeking to optimize their profit potential from the Alberta oil + gas patch.
Legal work with respect to corporate business operations in Alberta's oil patch can be quite extensive, but provide an essential element to the overall business' advancement, including:

  • Negotiation, drafting and review of oil and gas asset acquisition, divestiture, co-ownership and earning arrangements

  • Negotiation, drafting and review of letters of intent, conveyances and purchase + sale agreements

  • Structure and implementation of joint ventures, strategic partnerships and other corporate arrangements

  • Engagement of employees, consultants and contractors

  • Preparation and dissemination of right of first refusal notices

  • Due diligence legal review of oil and gas assets

  • Negotiation, drafting and review of exploration and seismic agreements

  • Preparation of ancillary conveyancing and closing documents

  • Bank and capital markets financing to support working capital, acquisitions and other financial initiatives

As a practical note, we understand that many of the transactions involving oil and gas leases, drilling and/or royalties may involve "custom and usage in the trade", which relies heavily upon personal attention to detail and specifics of the individual deal. Unlike simple real estate transactions which may use "fill-in-the-blank" contracts, oil and gas contracts do not lend themselves to a pre-written forms and templates. Unless your lawyer is capable of effectively integrating the individual specifics of the particular deal, together with custom and usage in the trade, it is more than likely that your landman will have more experience drafting the contract than your lawyer will.


At Neufeld Legal P.C., we strive to provide Calgary companies and corporate enterprise into Alberta with the experienced and focused legal representation that will effectively advance its corporate objectives. Contact us at Chris@NeufeldLegal.com or 403-400-4092.

Corporate law in Calgary and Alberta is driven in part by statute and the interpretation / application thereof. A key statute is the Business Corporations Act (Alberta), with the following being a segment thereof that is of significance:

 

"Pre-incorporation contracts
15(1) This section applies unless the person referred to in subsection (2) and all parties to the contract referred to in that subsection
(a) believe that the body corporate exists and is incorporated under, or
(b) intend that the body corporate is to be incorporated under
the laws of a jurisdiction other than Alberta.
(2) Except as provided in this section, if a person enters or purports to enter into a written contract in the name of or on behalf of a body corporate before it comes into existence,
(a) that person is deemed to warrant to the other party to the contract
(i) that the body corporate will come into existence within a reasonable time, and
(ii) that the contract will be adopted within a reasonable time after the body corporate comes into existence,
(b) that person is liable to the other party to the contract for damages for a breach of that warranty, and
(c) the measure of damages for that breach of warranty shall be the same as if the body corporate existed when the contract was made, the person who made the contract on behalf of the body corporate had no authority to do so and the body corporate refused to ratify the contract.
(3) A corporation may, within a reasonable time after it comes into existence, by any act or conduct signifying its intention to be bound by it, adopt a written contract made before it came into existence in its name or on its behalf, and on the adoption
(a) the corporation is bound by the contract and is entitled to the benefits of the contract as if the corporation had been in existence at the date of the contract and had been a party to it, and
(b) a person who purported to act in the name of or on behalf of the corporation ceases, except as provided in subsection (5), to be liable under subsection (2) in respect of the contract.
(4) If a person enters or purports to enter into a contract in the name of or on behalf of a corporation before it comes into existence and the contract is not adopted by the corporation within a reasonable time after it comes into existence, that person or the other party to the contract may apply to the Court for an order directing the corporation to restore to the applicant, in specie or otherwise, any benefit received by the corporation under the contract.
(5) Except as provided in subsection (6), whether or not a written contract made before the coming into existence of a corporation is adopted by the corporation, a party to the contract may apply to the Court for an order
(a) fixing obligations under the contract as joint or joint and several, or
(b) apportioning liability between or among the corporation and a person who purported to act in the name of or on behalf of the corporation,
and on the application the Court may make any order it thinks fit.
(6) A person who enters or purports to enter into a written contract in the name of or on behalf of a body corporate before it comes into existence is not in any event liable for damages under subsection (2) if the contract expressly provides that the person is not to be so liable.
RSA 2000 cB‑9 s15;2005 c8 s8"

It should nevertheless be noted that this represents merely an extract from the statute, with the full text being available at the following link. Also, it is advisable in almost all circumstances to engage knowledgeable legal counsel to deal with matters of a legal nature and how the provincial statute impacts your business.

The law offices of Neufeld Legal Professional Corporation (headquartered at 1600, 144 4th Avenue, Calgary, Alberta) are directed at provided businesses in Calgary, and throughout Alberta, with experienced and competent legal services that are intended to assist in the advancement of business-related legal projects, from contracts and buying/selling a business to joint ventures / strategic partnership and commercial financing. Alberta Incorporation. Legal Disclaimer. Privacy Policy. Copyright 2013.