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![GSA-MSPA – GTA
The Contracting Process
[For Non Engineer]
Sampe L. Purba](https://image.slidesharecdn.com/gsamspagtathecontractingprocess-240824105827-a133632a/75/GSA-MSPA-GTA-The-Contracting-Process-pptx-1-2048.jpg)
![24 Agu 2024 4
Variations of MoU
1. Indicative [non-binding MOU]
Intent, flexibility, Non-enforceability
2. Binding MoU
Legal obligation, specificity, commitment
3. Hybrid MoU
Mixed terms, intentional ambiguity, Clarity required
4. Framework or Umbrella MoU
General agreement, Future actions, Non-binding nature](https://image.slidesharecdn.com/gsamspagtathecontractingprocess-240824105827-a133632a/75/GSA-MSPA-GTA-The-Contracting-Process-pptx-4-2048.jpg)
Uploaded bySampe Purba
GSA MSPA GTA The Contracting Process.pptx
The document discusses the contracting process for non-engineers, detailing the importance of clearly defined terms and the variations of Memoranda of Understanding (MOUs), including binding and non-binding types. It highlights the concerns of sellers, buyers, and transporters under both English and New York/US law, emphasizing their differences in flexibility and interpretative approaches. Additionally, it covers continental law principles, focusing on contract rigidity, the role of good faith, and provision for hardship clauses.
GSA MSPA GTA The Contracting Process.pptx
- 1. GSA-MSPA – GTA TheContracting Process [For Non Engineer] Sampe L. Purba
- 2. 24 Agu 20242 Defined Terms Normally put in definition and capitalized in the beginning of Contract Purposes: 1. Clarity 2. Consistency 3. Scope 4. Efficiency 5. Legal effect
- 3. 24 Agu 20243 Memorandum of Understanding Formal agreements between two or more Parties Outlining the terms and details of mutual understanding or agreement Various in terms of legal enforceability and degree of commitment
- 4. 24 Agu 20244 Variations of MoU 1. Indicative [non-binding MOU] Intent, flexibility, Non-enforceability 2. Binding MoU Legal obligation, specificity, commitment 3. Hybrid MoU Mixed terms, intentional ambiguity, Clarity required 4. Framework or Umbrella MoU General agreement, Future actions, Non-binding nature
- 5. 24 Agu 20245 Lock-in vs Lock-out MoU Lock in MOU both parties committed to the negotiation or deal-making process May involve mutual exclusivity or a commitment to proceed with negotiation Ensures both parties remain fully committed to pursuing the deal Lock-out MOU Lock-out or preventing third party to discuss on the same subject matter Exclusivity for one party, preventing them from engaging with third parties ensures one party is the sole negotiator, excluding others during the negotiation process Commitment Focus, Exclusivity, Use Cases
- 6. 24 Agu 20246 GSA and/ or MSPA Concerns Seller Frequent payment by buyer Manageable deliverability Limited liability for failure Buyer long term and Short term deliverability Meaningful liability for failure Flexibility
- 7. 24 Agu 20247 GTA Concerns Shipper Capacity and Flexibility Meaningful Liability for failure Equality of Treatment Transporter Firm payment obligations for the shipper Manageable deliverability Limited Liability for failure
- 8. 24 Agu 20248 English Law vs New York/ US Law English Law Literal and Formalistic approach Strict rules for FM, penalties and contract performance Favoured for its predictability Often chosen in international agreements New York/ US Law • Greater flexibility in contract interpretation • Considers the commercial context and allows broader remedies • Preferred for its adaptability • Chosen in agreements where market conditions may require more dynamic interpretation
- 9. 24 Agu 20249 Continental Law (civil law Systems) •Codified Approach: Relies mainly on written laws and codes, not previous court decisions. •Detailed Regulation: Contracts have more specific rules and guidelines. •Good Faith: Focuses on honesty and fairness in negotiations and carrying out the contract. •Rigidity vs. Fairness: Contracts are interpreted strictly but aim for fair outcomes. •Force Majeure: Clearer rules on what counts as force majeure, with more situations covered. •Hardship Clauses: More likely to allow contract changes if conditions become very difficult. •Judicial Intervention: Courts can step in to adjust or interpret contract terms to make things fairer.
- 10. 24 Agu 202410 References • Peter Roberts https://www.amazon.com/Gas-LNG-Sales-Transportation-Agreements /dp/041411129X • Routledge Handbook of Corporate Law, Roman Tomasic 2017 • Sampe Purba – www.slideshare.com
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