Course 05 of 20 · LNG Desk Academy

MSPAs, SPAs & Confirmations

Stage B, Contract and operational execution. Level 3 of 10.

The contract instrument set: master agreements, long-form sale and purchase agreements, confirmations, and the clause architecture that binds a lifting.

124 chapters · 12 modules · every chapter one 8 to 10 minute explainer · builds on: Course 01, Course 04

Enrol or enquire See the 124 chapters
How a chapter is sized

One chapter is one idea taken to the point of use

Each chapter is a single self-contained explainer of 8 to 10 narrated minutes, covering one idea to the point where you can use it.

Chapters run in order. Each one assumes only what the chapters before it taught, and capability belonging to a later course is named and deferred rather than half-covered.

Curriculum

12 modules · 124 chapters

Open any module for its full chapter list, in teaching order.

M0 The Three Layers of LNG Paper Ch 1-10
  1. Why LNG Paper Is Built Around an Asset, Not a Trade
  2. The Long-Form SPA, the Master Agreement and the One-Off Sale
  3. Which Layer a Deal Belongs In
  4. The Architecture of a Long-Form LNG SPA
  5. Reading a Clause That Will Be Read Again in 2045
  6. Defined Terms Peculiar to LNG
  7. The Order of Precedence Across Schedules and Annexes
  8. Whose Paper: the Project's Form Versus the Portfolio Seller's
  9. Heads of Terms, the Term Sheet and the Binding Moment
  10. Conditions Precedent Tied to a Plant That Is Not Built Yet
M1 The Twenty-Year Instrument Ch 11-20
  1. Term, Start Date and the Train That Has to Work First
  2. The Commissioning and Ramp-Up Period as Drafted
  3. Dedicated Trains, Equity Lifting and the Foundation Buyer
  4. The Buyer Who Built a Terminal for These Cargoes
  5. Lender Requirements That Appear in the Commercial Articles
  6. Entity, Guarantee and Who Stands Behind Two Decades
  7. Assignment, Novation and Change of Control Over Twenty Years
  8. Amendment Discipline on a Live Twenty-Year Agreement
  9. Extension, Evergreen and the End of Term
  10. What Changes When the Same Deal Is Written for Five Years
M2 Annual Contract Quantity and Its Derivatives Ch 21-31
  1. Annual Contract Quantity as the Spine of the Agreement
  2. From Annual Quantity to a Number of Standard Cargoes
  3. The Standard Cargo Definition and the Vessel It Assumes
  4. Adjusted Annual Quantity After Scheduled Maintenance
  5. Fixed Quantity, Flexible Quantity and the Firm Core
  6. Take or Pay Inside an LNG Sale Agreement
  7. Make-Up Rights: Taking Later What You Paid For
  8. Carry-Forward of Unlifted Volume
  9. Excess and Additional Cargo Rights
  10. The Quantity Reconciliation at the End of a Contract Year
  11. Reading the Whole Quantity Article in One Pass
M3 Delivery Windows and Cargo Nomination Ch 32-41
  1. The Delivery Window as a Drafted Right
  2. Window Width and What a Wide Spread Costs
  3. Nominating a Cargo Against the Window
  4. Narrowing the Window and the Arrival Notice Sequence
  5. Vessel Nomination and the Acceptance Article
  6. Ship-Shore Compatibility as a Contract Term
  7. Substitute Vessels and Replacement Cargoes
  8. Late Arrival, Missed Windows and Who Absorbs the Delay
  9. Demurrage and Boil-Off Allowance as Drafted
  10. Where Window Drafting Meets the Annual Programme
M4 Flexibility Rights Inside the SPA Ch 42-51
  1. Flexibility as a Drafted Right, Not a Courtesy
  2. Downward Quantity Tolerance and How It Is Exercised
  3. Upward Quantity Tolerance and the Seller's Capacity
  4. Seller's Rescheduling and Cargo Deferral Rights
  5. Cancellation Rights and the Cancellation Fee
  6. Seller's Right to Source From Elsewhere
  7. Diversion Permission Inside the Agreement
  8. Profit Sharing on a Diverted Cargo
  9. Who Holds Which Flexibility, and the Trade Between Them
  10. Drafting Flexibility You Can Actually Use
M5 Destination Restrictions Ch 52-62
  1. The Destination Clause and Why Only LNG Has One
  2. Fixed Destination, Flexible Destination and the Middle Ground
  3. How the Delivery Basis Changes the Restriction
  4. Consent, Deemed Consent and Unreasonable Refusal
  5. Resale, Onward Sale and the Chain of Restrictions
  6. Use Restrictions and the Named End User
  7. Competition Law and the Life of a Destination Clause
  8. Drafting a Destination Provision That Survives Review
  9. Evidencing Where a Cargo Actually Went
  10. Breach of a Destination Restriction and What Follows
  11. Negotiating Destination Freedom as a Buyer
M6 Quality, Quantity and Measurement Articles Ch 63-72
  1. The Quality Specification Article as a Warranty
  2. Heating Value Bands and the Grid at the Other End
  3. Three Levels of Promise in One Specification Table
  4. Off-Specification Cargo at the Ship's Manifold
  5. Who Appoints the Surveyor and Whose Figure Binds
  6. The Quantity Determination Article
  7. Boil-Off, Heel and Retained Quantity in the Clause
  8. Measurement Failure and the Fallback Determination
  9. Quality Damage, Indemnity and the Liability Cap
  10. Negotiating the Specification Band From Either Side
M7 Failure to Deliver, Failure to Take and Make-Good Ch 73-82
  1. Deficiency Defined: the Shortfall the Agreement Recognises
  2. Seller's Failure to Deliver and the Cover Measure
  3. Proving the Replacement Price for a Cargo Nobody Sold
  4. Buyer's Failure to Take and the Resale Measure
  5. The Make-Good Cargo and How It Is Scheduled
  6. Make-Good Versus Damages: Which the Buyer Should Want
  7. What a Liquidated Sum Must Be Able to Justify
  8. Sole Remedy and What It Shuts Out
  9. The Liability Ceiling and the Gap Above It
  10. Suspension, Termination and the Long Fuse
M8 Force Majeure Across Five Linked Assets Ch 83-94
  1. Five Assets, Any One of Which Can Stop a Cargo
  2. Anatomy of the Relief Article
  3. Upstream Failure and the Feedgas Carve-Out
  4. Train Outage: Planned, Unplanned and Everything Between
  5. Shipping Force Majeure and Who Owns the Vessel Risk
  6. The Buyer's Terminal Goes Down
  7. Downstream Demand Loss Is Not Force Majeure
  8. Causation Across a Chain of Linked Assets
  9. Notice, Evidence and the Duty to Mitigate
  10. The Consequence of Valid Relief on the Annual Quantity
  11. Pro Rata Allocation Among a Project's Buyers
  12. Prolonged Relief and the Walk-Away Right
M9 Change in Law, Price Review and the Long-Term Articles Ch 95-104
  1. Change in Law Over a Twenty-Year Horizon
  2. Tax Change, Export Levy and the Cost Shift
  3. Export Authorisation, Sanctions and Permit Risk
  4. Emissions and Methane Rules as a Change in Law
  5. The Price Review Article as Drafted
  6. Drafting a Trigger That Can Actually Be Pulled
  7. Benchmark Cessation and the Successor Index Provision
  8. The Pricing Article as It Sits on the Page
  9. Payment, Security and Credit Articles as Drafted
  10. Governing Law, Seat and Arbitration for a Long Agreement
M10 The Master Agreement and the Confirmation Ch 105-115
  1. Why Spot LNG Needs a Standing Master
  2. The Published Master Forms a Desk Trades Under
  3. What the Master Settles Once and for Every Trade
  4. The Fields a Confirmation Must Carry
  5. Reading a Confirmation Against the Master
  6. Precedence Between Cargo Note, Annex and Master
  7. Electing the Delivery Basis in the Confirmation
  8. Credit Support and Close-Out Inside the Master
  9. Netting and the Single Payment Across Many Cargoes
  10. Trading Under a Counterparty's Master You Did Not Write
  11. Where the Master Model Breaks Down
M11 Working the Instrument Set Ch 116-124
  1. A Worked Long-Form SPA, Part One: the Commercial Core
  2. A Worked Long-Form SPA, Part Two: Excuse and Exit
  3. The Same Agreement Three Years In
  4. A Worked Spot Cargo Under a Master
  5. Back-to-Back: the SPA You Bought Under and the Sale You Made
  6. Building the Obligation Register From a Signed Agreement
  7. Negotiating the Long-Form Clause Set in Sequence
  8. What Contract Architecture Cannot Do
  9. Handing the Instrument Set to the Next Courses

The brochure gives each of these 124 chapters a paragraph on what it covers and what you can do once you have worked through it.

This is course 5 of twenty

It stands alone, and it is also the entry point to the LNG Desk Academy pathway.

Enrol or enquire See the whole pathway