Unearthing Squandered Potential in Venezuela’s Oil Industry: A Tripartite Contractual Approach

Venezuela is reeling from a multitude of woes. Vast swathes of the population have fled to neighboring countries as a humanitarian crisis flares out of control. The Venezuelan oil industry – the economy’s frail linchpin – has not escaped the morass. PdVSA, the state-owned oil company, is crippled by chronic operating mismanagement and resource nationalism.

However, political pressure is mounting for the country’s corruption-smeared leader, Nicolás Maduro. Russo-Cuban good-will and a pseudo-loyal military provide only a slim reed for him to lean on. Furthermore, Juan Guiadó – the constitutionally recognized interim president – has galvanized popular support for a democratic re-boot in Venezuela.

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Colorado Supreme Court upholds optional liquidated damages provisions

This week the Colorado Supreme Court answered a lingering question about liquidated damages provisions; namely, are they enforceable if the non-breaching party can elect to pursue actual damages instead? The Court said yes. Ravenstar v. One Ski Hill Place, 2017 CO 83.

Liquidated damages are an amount the parties designate in their contract as a reasonable compensation for a specific breach of a contract. To be enforceable, courts typically require that liquidated damage provisions meet three elements: "1) the parties intended to liquidate damages; 2) the amount of liquidated damages, when viewed as of the time the contract was made, was a reasonable estimate of the presumed actual damages that the breach would cause, and 3) when viewed again as of the date of the contract, it was difficult to ascertain the amount of actual damages that would result from a breach.” Id. at ¶ 10 (quotation marks omitted).

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What Contract? Unsigned Email Satisfies Signature Requirement under Texas Statute of Frauds

The Statute of Frauds is an age-old law requiring certain agreements be in writing and signed by the parties to be a binding contract. If you are thinking calligraphy, feathered pens and beautiful cursive signatures, think again. A Texas Court of Appeals recently ruled that merely having your name in the “From” field of an email constitutes a signature for purposes of satisfying the Texas Statute of Frauds. Khoury v. Tomlinson, 518 S.W.3d. 568 (Tex. App. 2017).

In the events that lead to the Khoury case, John Khoury had invested $400,000 in PetroGulf, Ltd., a company that purportedly had contracts to transport oil from Iraq to Syria and other Middle Eastern countries, in return for repayment of his investment with substantial interest. After no payments were made to Mr. Khoury, he met with Mr. Tomlinson, the President and CEO of PetroGulf, Ltd., who agreed to repay him the $400,000 over 4 or 5 years at a new interest rate. One week after the meeting, an email exchange ensued between Mr. Khoury and Mr. Tomlinson.  Read it here.

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