Access to information in joint ventures: the dangers of being kept in the dark
Anne FreemanPiper Alderman.
The APPEA Journal 56(2) 560-560 https://doi.org/10.1071/AJ15066
Published: 2016
Abstract
Operators of joint ventures have, by reason of their position, first-hand access to all information relating to the joint venture, including financial results, technical data, and documents relating to relationships with third parties and contractors. Non-operators regularly strike difficulty in obtaining all the information they need in relation to the affairs of joint ventures, especially if a dispute is emerging between participants in it.
This extended abstract explores various mechanisms for non-operators to obtain joint venture records, including express provisions in the joint venture agreement itself, and the potential to argue that there should be a right to obtain records implied into the agreement. Other potential mechanisms will also be canvassed, including the assertion of fiduciary duties owed by the operator that might provide the non-operator with rights to obtain information.
In the 2013 decision of Alliance Craton Explorer v Quasar Resources, the Full Court of the Federal Court considered a joint venture agreement that did not explicitly provide access to the non-operator records of the joint venture. The court refused to imply a term providing access to the records, and dismissed arguments by the non-operator that the operator was its agent and that the non-operator had proprietary rights to the information it sought. This extended abstract discusses the implications of this decision.
Anne Freeman is a Partner of Piper Alderman, which has a long history of assisting clients in the energy and resources sector. She specialises in dispute resolution and commercial and insurance litigation. Anne has represented clients for more than 20 years in a range of industries and sectors, including energy and resources. She regularly advises on joint venture issues, as well as contractual and other disputes. Anne assists clients with dispute resolution strategies, which include alternative dispute resolution processes and litigation ranging from the local court to the High Court. She has also represented clients in a Royal Commission. In 2015, Anne joined the Board of the Energy Policy Institute of Australia, an apolitical, not-for-profit energy policy body. Anne has also worked at international law firms in London and Sydney. She has a first-class honours degree in law from the University of Adelaide, and a Bachelor of Arts (Jurisprudence). |
