The exploration and development of oil and gas in developing countries have often been conducted by international oil companies rather than the countries themselves. International petroleum companies and host governments and/or governmental agencies conclude agreements for this purpose. Such agreements have over time retained certain fundamental characteristics. They involve large, complex and risky investments. They involve a relationship between a host government and/or governmental agency and a foreign private company. In addition, due to the strategic importance of petroleum to both consumers and producers, such agreements have always been politically charged. These characteristics help to understand why international petroleum agreements have almost always provided for arbitration as a method for the settlement of disputes. Over the past thirty years, an increasing number of international arbitral awards relating to the petroleum industry have been published. This jurisprudence provides the source material from which customary law may be drawn. The issues raised and decided in this jurisprudence are many and diverse. They are both procedural and substantive law issues. This research addresses specific substantive law issues pertaining to investment protection and examines how this jurisprudence has dealt with them. The study identifies and categorises the issues with each issue discussed on a case-by-case basis. It provides an analysis of the cases by examining the contentions of the parties and the tribunals' awards in order to provide an exposition of the issues discussed along with the factual context of each issue in which it was raised and decided. In addition, the work provides an understanding of the notions and rationale underlying the legal practices reflected in the arbitral jurisprudence. The thesis is divided into seven chapters and each chapter deals with a separate issue. Chapter one is the introduction. Chapter two provides an examination of the evolution of international petroleum agreements followed by a brief discussion of the major petroleum arrangements in existence today.. The legal nature of international petroleum agreements is also examined in this chapter. Chapter three and chapter four examine the question of direct and indirect expropriation. They discuss this ultimate host state control mechanism and its legitimate-as distinguished from its illegitimate-exercise. In chapter three the legal requirements for a lawful taking and the response of the petroleum arbitral practice to the areas of conflict arising out of the limitations on the state's right to take foreign property are examined. Chapter four addresses the question of what kind of interference short of outright expropriation constitutes expropriation. The chapter studies how this question has been addressed by the international arbitral practice relating to the petroleum industry. Chapter five addresses the question of the validity and efficacy of stabilisation clauses. It also examines to what extent such clauses can ensure that the contract will not be altered by a state legislative or regulatory action and the response of the petroleum arbitral practice to the question of stabilisation clauses. Chapter six discusses the issue of the renegotiation of international petroleum agreements when the contractual equilibrium changes due to unforeseen circumstances. It examines among other things the contribution of the petroleum arbitral practice to the concept of renegotiation. Chapter seven is the conclusion.

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This thesis is concerned with the international arbitration of petroleum disputes arising within long term contractual relationships for the exploration, production and development of petroleum, between host countries and foreign oil companies. This relationship is inherently unstable since the underlying objectives of the two parties are not only different but are also, at times, conflicting. Host countries are interested in making use of foreign investment to develop their natural resources for the benefit of national economic progress, while foreign companies are generally profit-motivated and interested in maximising their investment with the least risk. The lengthy duration of these agreements makes them particularly vulnerable to the impact of political or economic influences which are unpredictable at the time of the agreements' conclusion, such as changes in oil prices, and international politics and events. In such complex relationships, disputes are inevitable. When such a relationship falls apart, the parties may choose to resolve their disputes by negotiation, litigation or arbitration. If the parties have not chosen arbitration to settle their contractual disputes, and negotiations are unsuccessful, litigation will result. However, because of the State party's unwillingness to submit itself to the court of another State and the private party's fear of the presumed partially of the host State's court, parties often choose arbitration. The extremely conflicting attitudes towards the appropriate method for petroleum dispute resolution have resulted in arbitration becoming a practical option due to the necessity to compromise in such situations. Therefore, the investigation principally focuses on whether arbitration can satisfy the needs and expectations of both parties for profit, security, protection and stability, as well as ensure fairness and justice. In order to reach satisfactory conclusions, the thesis is divided into seven chapters. Chapter One introduces the subject and outlines the key issues that will be dealt with in the thesis. Chapter Two describes the historical evolution of agreement that have dealt with the exploration and development of petroleum, from the early concessions in the Arabian Gulf and North African Countries to the modern arrangements. This Chapter also discusses the legal nature of petroleum agreements in order to show whether such agreements are in the nature of public or private law. In Chapter Three the hostile attitude of developing countries towards the arbitration of petroleum disputes is explored. This Chapter also looks into the reasons behind the enthusiasm of oil companies in favouring arbitration as a method of settling petroleum disputes. Chapter Four examines the formal and substantial requirements for the validity of arbitration agreements. It also discusses the law governing arbitration agreements, and closes with an investigation of the doctrine of the severability of the arbitration agreement. Chapter Five critically examines the law applicable to the substantive issues and to arbitration procedures. Chapter Six deals with the enforcement of an arbitral award made against a State or State entity. This Chapter examines the doctrines of sovereign immunity and act of state, and the extent to which they can prevent enforcement of foreign arbitral awards made against a State. Chapter Seven summarises the major findings of the study.

Joint Operating Agreements (JOA) are well accepted standard agreements in the oil and gas industry. The basic aim of any JOA is to regulate the relationship of the parties in the Joint Venture: Operator and Non-Operators. The former is responsible to perform the operations on the behalf of the consortium and the latter is responsible to contribute with regards to the financial commitments and expenses of the Joint Venture. However, Joint Operation Agreements typically do not reflect the Non-Operator's perspective, as they traditionally focus on the strong position retained by the Operator. This reality is very clear as the most critical clauses (namely management of operations, limitation of liabilities and removal of the Operator) strengthen the Operator's position, often to the detriment of the Non-Operators. In consequence, such an unbalanced agreement can cause uncertainly, raises the potential for litigation and might even jeopardize the very existence of the consortium. It is important to note that some parties might still sign such an imbalanced agreement in order to secure investment into a project but they will be subject to these risks, and even ultimately termination of the agreement. However, the decline of production and the lack of new reserves (which together reflect the maturity of an oil and gas area) will lead major companies to leave such region in search for a province with greater rewards. As a matter of consequence, the strongest party of the JOA shall be replaced by smaller companies so as there will be a shift on the JOA context from a dominant position for another in equitable terms. Consequently, there is a need for a new and more balanced approach to the negotiation of Joint Operating Agreements, to apply to new, current operations and mature operations, where the Non-Operator's perspectives are fully considered and properly addressed.