Natural Gas (Canning Basin Joint Venture) Agreement Act 2013

The Act embodies a government agreement model where bespoke contractual terms between the State and specified private parties are given statutory force and effect. The core concepts in the scheduled agreement (Schedule 1) and its variations are:

• Government agreement ratification and primacy: s 4 ratifies and authorises implementation; s 6 provides that the Agreement operates "despite any enactment or other law" and permits express or implied modifications or exclusions of other enactments "to the extent or for the period mentioned" in the Agreement (s 6(1)-(2). This is the legal mechanism that allows bespoke derogations from ordinary statutory regimes for specified purposes and persons (see also the Government Agreements Act 1979 saved by s 6(3)).

• Project‑specific pipeline and title instruments: the Agreement contemplates the grant, modification and operation of bespoke Pipeline Licences and Pipeline Easements under the Pipelines Act (cl 15). It modifies the Pipelines Act (cl 15(11)) to adjust definitions, ministerial powers (substituting a new section 10 and modifying s 15), and to insert a new section 16A, together with Land Act administration arrangements (cl 15(11)(e)-(f)). The Project Pipelines are defined as separate Domgas (domestic) and LNG (export) pipelines (Definitions; cl 16).

• Domgas commitment and domestic reservation mechanism: the Agreement imposes a specific Domgas Commitment on the Joint Venturers to make available specified quantities of gas to the Western Australian domestic market (cl 8). That commitment can be either an aspirational aggregate quantum (1,500 PJ over 25 years, cl 8(1)) or, in export scenarios, a Relevant Percentage (15% as at the Agreement’s drafting) of the energy value of LNG produced for export (cl 8(3)). The Agreement links the domestic obligation to State Domestic Gas Reservation Policy and requires active marketing and annual reporting (cl 8(2), (5), (6)).

• Planning, approvals and ministerial discretion: major project elements require submission of detailed proposals (cl 11 for Domgas; cl 21 for LNG), ministerial consideration within specified timeframes (cl 12(2); cl 22(2)), and ministerial powers to attach conditions or require amendments (cl 12(1)(c); cl 22(1)(c)). Some decisions are subject to arbitration by agreement (cl 42), but the Agreement preserves a range of explicit ministerial discretions and non‑arbitrable items (cl 42(3)).

• Title and tenure modifications: the Agreement modifies operation of the Petroleum and Pipelines Acts for the specified Petroleum Titles (cl 14 modifies the Petroleum Act, including renewal, work commitments and section 97 procedures). It creates a bespoke regime for Project Titles, licences, easements and their surrender, surrender width requirements and variations (cl 15).

• Local benefit obligations and procurement: the Joint Venturers must prepare community development plans and local industry participation plans, submit them for ministerial approval and implement them (cls 6-7). The Agreement stipulates use of local labour and suppliers "where reasonable and economically practicable" and requires reporting on procurement and workforce (cl 27).

• Risk allocation and indemnities: the Agreement allocates risk through indemnities (cl 40), an obligation to maintain and operate pipelines in compliance with law (cl 16), force majeure provisions (cl 36), and express State powers to take land for the project (cl 30) subject to Joint Venturer payment of costs including compensation payable to native title holders (cl 30(3)).

• Termination and transition: the termination agreement (Schedule 3) provides for the Principal Agreement to be terminated on its operative date, preserves antecedent liabilities and indemnities, and provides transitional directions for Petroleum Titles (Termination Agreement cl 4(1)-(5)) including memorial entries in the Petroleum Act register extending specified titles to specified dates.

These concepts collectively create a statutory scheme for delivering pipeline infrastructure and coordinated gas commercialisation while granting the State mechanisms to govern approvals, reserve domestic supply and control land access and titles within the terms negotiated with the Joint Venturers.

Primary parties named in the Agreement and therefore immediately affected are set out in the recitals and signature blocks of Schedule 1. The Joint Venturers are Buru Energy Limited, Diamond Resources (Fitzroy) Pty Ltd, Diamond Resources (Canning) Pty Ltd, and the Guarantor Mitsubishi Corporation (Schedule 1 preamble and execution). The State is represented by the Premier acting for and on behalf of the State and its instrumentalities (Schedule 1 preamble). The termination agreement substitutes the then Premier for ratification (Schedule 3 preamble).

Directly affected public officeholders and statutory officers include:

• the Minister responsible for administration of the Ratifying Act, referred to as "the Minister" (defined in Schedule 1, Definitions);
• the Petroleum Act Minister and Petroleum Act Department (definitions and roles in cl 14);
• the Pipelines Act Minister (definitions and roles in cl 15 and elsewhere);
• the Land Act Minister (defined and used in cl 15 and cl 30, including powers to grant easements and leases);
• the DBNGP Land Access Minister (created under the DBP Act, defined in Schedule 1), who must be consulted and may grant section 41(2)(b) approvals and section 34 access rights under the DBP Act (cl 15(1)(c), cl 15(2)(c));
• the Commissioner of Main Roads and local councils when road or access infrastructure is implicated (cl 10, cl 16, cl 17).

Persons and entities affected beyond the signatories include:

• Native title rights and holders: the Agreement modifies or operationally interacts with the Aboriginal Heritage Act (Schedule 1 cl 5(4)) and requires that native title laws are not overridden in a manner inconsistent with legal obligations (cl 2(2)(a)); the State’s power to take land for the project (cl 30) and the Joint Venturers’ responsibility to pay compensation includes compensation payable to any holder of native title (cl 30(3)).
• Landholders and users in proposed pipeline corridors: the Agreement contemplates compulsory acquisition or easements, and private roads and crossings, with obligations to compensate and obligations on the Joint Venturers to construct and maintain private roads (cl 17, cl 30).
• Suppliers, contractors and local industry: the local industry participation obligations (cl 7 and cl 27) directly affect procurement behaviour, contracting terms and reporting requirements for third‑party contractors.
• Domestic gas purchasers and the WA domestic gas market: the Domgas commitment (cl 8) changes supply availability dynamics by requiring the Joint Venturers to market and reserve domestic gas quantities and to report on performance (cl 8(2), (5)).
• Competing project proponents and pipeline operators: the Agreement creates exclusive entitlements and pipeline easement regimes (cl 15), and constraints on third‑party connections and commercialisation without ministerial consent (cl 19, cl 24) that can affect market access and competition for upstream and midstream services.
• Regulators and environmental agencies: the Environmental Protection Act remains applicable to project approvals and the Minister’s decisions are to be subject to Part IV EP Act processes where required (cl 11(2), cl 12(1)-(2), cl 22(1)-(2)); the Joint Venturers are subject to contamination and environmental laws (cl 2(2)(b)).

Finally, corporate financiers, mortgagees and assignees are affected by assignment and disposal rules: assignments of rights and Petroleum Titles require ministerial consent and are subject to conditions, and mortgagees must be notified (cl 33). The termination agreement (Schedule 3) further affects titleholders by prescribing transitional extensions and work program suspensions (Termination Agreement cl 4(4)(c)-(d)) and an indemnity period (Termination Agreement cl 4(5)).

Who pays and who decides: the State authorises and grants titles and exercises approval powers; the Joint Venturers bear costs of land acquisition, surveys and construction, must deliver community and local industry plans and reporting, and are liable for indemnities and decommissioning obligations. Ministers (and the State) retain substantial decision‑making discretion over approvals, consents and variations across multiple statutory regimes.

The scheduled agreement embeds a dense set of duties on the Joint Venturers and confers tailored rights, including rights to pipeline licences, easements and priority in project realisation. Key duties and rights follow.

Domgas and commercialisation duties

• Domgas Commitment (clause 8): the Joint Venturers commit to making available for sale to the WA domestic gas market the equivalent of at least 1,500 petajoules of natural gas over a 25‑year horizon, subject to proving up sufficient reserves (cl 8(1)). If LNG export occurs, the Joint Venturers must market and make available an amount equal to the Relevant Percentage (15% as at drafting) of energy value of exported LNG (cl 8(3)). The Joint Venturers must commence marketing Domgas by specified dates and report annually (cl 8(2), (5), (6)). The Minister may appoint an independent adviser, at the Joint Venturers' cost, to review marketing efforts (cl 8(6)).

Proposal submission and approval duties

• Detailed proposals are required for the Domgas Project (cl 11) and LNG Project (cl 21). Those proposals must cover treatment plants, pipelines, connections, ancillary infrastructure, workforce accommodation, utilities, and construction timetables (cl 11(1); cl 21(1)). Proposals must be consistent with matters agreed under corridor planning (cl 10; cl 20) and the Environmental Protection Act processes and approvals (cl 11(2); cl 21(2)). The Minister must give a decision within two months after the later of receipt and other specified conditions (cl 12(2); cl 22(2)). If the Minister conditions approval, reasons must be disclosed; certain disputes about reasonableness are arbitrable (cl 12(1)-(4); cl 22(1)-(5)).

Pipeline and land rights

• Title creation: subject to approvals, the State is required to cause to be granted Pipeline Licences and Pipeline Easements under the Pipelines Act and Land Act consistent with approved proposals (cl 15(1)-(2)). The agreement modifies the Pipelines Act to ensure the Minister grants licences on request and to permit variations, easement endorsements and procedural provisions specific to this Agreement (cl 15(11)). Project Titles may be surrendered, but only in accordance with the Agreement (cl 15(4)-(6)).
• Construction and operation duties: Joint Venturers must construct pipelines and associated infrastructure in a proper, workmanlike manner and keep them in an operable, compliant state (cl 16(1), (4)-(6)). They must comply with Pipeline Licences and the (modified) Pipelines Act (cl 16(1), (4)(c), cl 25(1)-(2)).

Local benefit and reporting duties

• Community development plan (clause 6): prepare, submit and implement a plan for community and social benefits and report at least annually. The Minister can require changes; disputes over reasonableness are arbitrable.
• Local industry participation plan (clause 7 and 27): prepare and implement procurement and local labour strategies, require third parties to adopt similar obligations (cl 7(3); cl 27(2)); provide quarterly or monthly reporting on implementation during development phases (cl 27(3)).

Commercial limits and rights of the State

• Commercialisation restraint: Joint Venturers may not commercialise Title Area gas outside the Domgas or LNG Projects without prior ministerial consent (cl 19(1)); ministerial consent to sell for export cannot be given before Domgas proposals are submitted and approved except on conditions favouring Domgas supply (cl 19(1)(b)).
• State land acquisition power: the State is empowered to take land under the Land Act and Public Works Act for project purposes at the Joint Venturers' request, subject to the Joint Venturers bearing the costs and compensation (cl 30(1)-(3)). The State must not take Joint Venturers' constructed property during the Agreement term without their consent (cl 31).

Assignment, sale and disposals

• Assignment rules: assignments of rights, Pipeline Licences, easements and Petroleum Titles require Minister consent and usually deeds of covenant, and the joint venturer structure must be preserved (cl 33). Sale or disposal of the Domgas Project Pipeline is permitted after operation commencement but only with Minister consent and potentially subject to numerous conditions (cl 34(1)-(2)); the Minister’s decisions here are not arbitrable (cl 34(3)).

Enforcement duties and dispute rights

• Compliance and remedy: the State may determine the Agreement for material default after notice and time to remedy and arbitration pathways apply to contested defaults (cl 38). If the State remedies the default, costs incurred are recoverable as a debt (cl 38(4)). The Agreement prescribes duties on decommissioning, reinstatement and remedial works on cessation or determination (cl 39(1)(d); cl 39(4)).
• Arbitration and appeals: most disputes default to arbitration under the Commercial Arbitration Act 1985 (WA) (cl 42(1)). A party may appeal to the WA Supreme Court on questions of law arising from arbitration awards (cl 42(2)). Ministerial discretionary powers remain outside arbitration where expressly or impliedly so provided (cl 42(3)).

Ancillary duties and protections

• Environmental and heritage compliance: the Agreement requires compliance with the Environmental Protection Act, Contaminated Sites Act and Aboriginal Heritage Act as modified by the Agreement; it also provides procedures for heritage consents and conditions (cl 2(2)(b); cl 5(4) in Schedule 1).
• Indemnity: the Joint Venturers indemnify the State and its servants/agents against third‑party claims arising from works and operations, subject to carve outs where the State or its agents are negligent (cl 40). The termination agreement preserves indemnity liabilities and extends certain indemnities for 20 years post‑operative date (Termination Agreement cl 4(5)).

These duties and rights are heavily procedural and conditional on ministerial approvals, regulatory compliance, and the performance of technical, reporting and local content obligations. The Agreement creates priority statutory rights (licences, easements) but couples them to ongoing operational duties, reporting obligations and significant ministerial oversight.

The Act and the scheduled agreement do not create standalone criminal penalties; enforcement is structured through contractual, administrative and civil remedies embedded in the Agreement and by reference to the modified statutory regimes.

State determination and remedy powers

• Determination for default: Clause 38 permits the State to determine (terminate) the Agreement if the Joint Venturers materially default and fail to remedy within 180 days after notice (cl 38(1)(a)-(4)). Liquidation of a Joint Venturer without timely assignment can likewise enable State termination (cl 38(1)(b)). The State’s notice must specify the nature of the default and notified parties (cl 38(2)). If the Joint Venturers contest the default, arbitration is required within 60 days and, if the arbitrator decides against the Joint Venturers, timeframes for compliance are set by the arbitration award with minimum periods in specified circumstances (cl 38(3)).
• State remediation and cost recovery: instead of determining the Agreement, the State may itself remedy the default and recover actual remediation costs as a debt from the Joint Venturers (cl 38(4)). This is an enforcement mechanism that converts State action into a civil cost recovery claim.

Decommissioning and property transfer on cessation

• On cessation or determination (cl 39): the Joint Venturers must decommission and remove facilities and reinstate land at their cost, subject to notices from relevant Ministers accepting ownership of particular facilities (cl 39(1)(d); cl 39(3)). Where a Minister does not require removal, the State may, without compensation, take the facilities as State property upon cessation (cl 39(5)). These provisions create a contingent liability and sanction if the Joint Venturers fail to discharge decommissioning duties.

Indemnity and third‑party liabilities

• The Joint Venturers indemnify the State, its servants, agents and contractors against third‑party claims arising from works and operations (cl 40). The indemnity excludes circumstances where the State or its agents are negligent "subject to the provisions of any relevant Act" (cl 40). The termination agreement preserves indemnities for antecedent liabilities and extends an indemnity period for 20 years post‑operative date (Termination Agreement cl 4(5)). These indemnities give the State a private law remedy against the Joint Venturers for a wide class of liabilities.

Regulatory compliance and licence enforcement

• Compliance with the Pipelines Act (as modified), Petroleum Act (as modified) and Environmental Protection Act remains central to enforcement. Non‑compliance with Pipeline Licences will engage the Pipelines Act enforcement regime as modified by the Agreement (cl 25(1), cl 15(11)). The Agreement makes the Joint Venturers responsible for compliance and provides that they must operate and maintain pipelines in compliance with all applicable laws (cl 16(1), (4)(b)-(c)). Specific statutory sanctions in those Acts (licence conditions, fines and other regulatory tools) will remain available where the Agreement does not exclude them.

Arbitration, judicial review and appeals

• The Agreement provides arbitration as the primary dispute‑settlement mechanism for most disputes (cl 42(1)). The arbitrator may grant interim extensions of periods in the name of the Minister (cl 42(4)). Parties can appeal to the Supreme Court of Western Australia on questions of law arising out of an arbitration award (cl 42(2)). However, cl 42(3) excludes arbitration where the State or ministers are given a discretionary power by the Agreement.

Non‑arbitrable ministerial decisions

• Certain ministerial decisions are explicitly non‑arbitrable or otherwise immune from review under the Agreement: the Minister’s consent to pipeline sale or disposal and related conditions are stated to be non‑referable to arbitration (cl 34(3)). Additionally, cl 42(3) preserves the State’s discretionary powers as outside the arbitration clause.

Practical enforcement levers and remedies

• The State can terminate rights, require decommissioning, retain or take ownership of infrastructure, recover costs as debts, insist on performance through ministerial conditions, and pursue civil indemnities and damages. Regulatory bodies retain their statutory enforcement powers where not explicitly modified by the Agreement (for example environmental approvals under EP Act). Arbitration and judicial review provide dispute resolution pathways, but ministerial discretion and specific non‑arbitrable carve‑outs limit the range of judicially reviewable matters under the contract framework absent separate administrative law challenges.

Overall, the Agreement’s enforcement architecture relies primarily on contractual remedies, ministerial discretion, civil recovery and regulatory compliance mechanisms rather than criminal sanctions. The termination agreement preserves antecedent liabilities and extends indemnities, reinforcing civil recovery and private law enforcement after statutory termination.

The Act and the scheduled agreement deliberately sit cross‑cuttingly across multiple Western Australian statutes and the Commonwealth Usual fields: they both modify and are constrained by other legal regimes. Section 6 of the Act is the starting point: it states the Agreement "operates and takes effect despite any enactment or other law" (s 6(1)) and allows express or implied modifications or exclusions of other enactments "to the extent or for the period mentioned" in the Agreement (s 6(2)). The provision expressly preserves the Government Agreements Act 1979 (s 6(3)). The scheduled agreement itself contains numerous express modifications and interfacing requirements.

Petroleum Act

• Clause 14 sets out specific modifications to the Petroleum and Geothermal Energy Resources Act 1967 (WA). It exempts certain procedural restrictions during the "Suspension Period" (for example, section 41 of the Petroleum Act will not apply to renewal applications made during the Suspension Period, cl 14(1)(a)), provides rules on renewal timing and minimum work commitment variations and retrospective relief (cl 14(1)(c)-(e)), requires the Petroleum Act Minister to have regard to the Joint Venturers' obligations under the Agreement when determining work commitments (cl 14(1)(e)(i)), and limits the Petroleum Act Minister's power to consent to surrender without the concurrence of the Minister (cl 14(1)(f)). The termination agreement (Schedule 3) further directs the Petroleum Minister to enter memorials in the register to extend the term of specific Petroleum Titles and to suspend and extend year ends for work requirements (Termination Agreement cl 4(4)(c)-(d)). These are explicit statutory cross‑modifications and transitional directives.

Pipelines Act and Land Act

• Clause 15 modifies the Petroleum Pipelines Act 1969 (WA) (the Pipelines Act). It redefines pipeline definitions, substitutes a new s 10 requiring the Minister to grant a licence "on request made pursuant to clause 15(1)(a) or clause 15(2)(a)", changes s 15 to permit licence variations including area, adds section 16A for licence variation power, inserts procedural provisions entrusting the Minister for Lands to grant easements and include additional land by endorsement, and deletes entire sections (24, 26, 27, 28) to tailor land and easement procedural requirements (cl 15(11)(a)-(h)). Clause 15 therefore integrates the Agreement with the pipelines licensing and easement regime, giving effect to bespoke titles (Pipeline Licences and Pipeline Easements) in alignment with approved proposals.

Aboriginal Heritage Act and native title

• The Agreement amends the application of the Aboriginal Heritage Act 1972 (WA) for purposes of the Domgas and LNG Projects, specifically by inserting text into s 18 to expand the meaning of "the Joint Venturers" and permit the Minister to specify conditions on notices from the Joint Venturers including use restrictions until project approvals are given (Schedule 1 cl 5(4)(a)-(e)). At the same time cl 2(2)(a) of the Agreement states nothing in the Agreement shall be construed to exempt the State or Joint Venturers from compliance with laws relating to native title or obligations imposed pursuant to such laws. The State’s power to take land (cl 30) requires the Joint Venturers to pay any compensation payable to holders of native title (cl 30(3)), which interacts directly with native title compensation regimes and any Commonwealth Native Title Act processes.

Environmental Protection Act and Contaminated Sites Act

• Project approvals and implementation are expressly subject to the Environmental Protection Act 1986 (WA) (see cl 11(1)-(2), cl 12, cl 21, cl 22) and the Joint Venturers remain subject to environmental and contaminated sites laws (cl 2(2)(b)). The Agreement therefore does not displace statutory environmental assessment; rather, Ministerial approvals in the Agreement are to be exercised "subject to the Environmental Protection Act" and must incorporate any EP Act conditions (cl 12(1) proviso; cl 22(1) proviso).

DBP Act (Dampier to Bunbury Pipeline) and DBNGP Land Access Minister

• The Agreement interfaces with the DBP Act regime. It defines the DBNGP Land Access Minister and provides that DBP Act section 41(2)(b) approvals and section 34 access rights may be granted as required by approved proposals (cl 15(1)(c), cl 15(2)(c), cl 15(3)(a)-(b)). The Agreement requires consultation with the DBNGP Land Access Minister for pipeline corridor matters (cl 10(1), cl 20(1)).

Public Works Act and Land Act modifications for land taking

• Clause 30 empowers the State to take land under Parts 9 and 10 of the Land Act and the Public Works Act 1902 (WA) as a public work for Agreement purposes, but excludes ports and the DBNGP corridor. It also modifies how specific sections of the Land Act apply (cl 30(2)(b)-(c)). The Joint Venturers must pay costs and compensation including any payments to native title holders (cl 30(3)). Clause 31 provides the State shall not take Joint Venturers' facilities during the currency of the Agreement without consent.

Commercial Arbitration and judicial review

• Dispute resolution falls to arbitration under the Commercial Arbitration Act 1985 (WA) per clause 42(1). Awards are subject to appeal to the Supreme Court on questions of law (cl 42(2)). However, cl 42(3) preserves ministerial discretion from arbitration. That structure interacts with administrative law avenues for judicial review, which the Agreement does not itself displace but limits contractual arbitration for discretionary ministerial acts.

Interplay and hierarchy

• The Act and its schedules create a layered legal architecture where the Agreement takes precedence over other State enactments to the extent of inconsistency, but the Agreement itself requires compliance with several statutes (notably Environmental Protection Act, native title laws, Contaminated Sites Act) and creates bespoke statutory modifications in the Pipelines Act and Petroleum Act. Section 6 of the Act centralises this effect but preserves the Government Agreements Act.

Practically, regulated entities must navigate multiple overlapping statutory regimes and ministers, and many administrative actions required by or in response to the Agreement are to be taken "after consulting" or "with concurrence" of other officeholders (for example, the Petroleum Act Minister, Pipelines Act Minister, Land Act Minister, Commissioner of Main Roads), making multi‑agency coordination essential to implementation.

The Act and the Agreement it schedules have a short legislative amendment history that is included in the compilation table in the Act’s Notes and through the inserted schedules.

Primary enactment and immediate operation

• Natural Gas (Canning Basin Joint Venture) Agreement Act 2013 (Act No. 2 of 2013) received assent 25 June 2013 and most provisions commenced 26 June 2013 (Notes compilation table). That Act initially ratified the scheduled agreement (Schedule 1) and authorised its implementation (s 4).

2015 variation agreement

• Schedule 2 reproduces the 2015 ratified variation agreement dated 1 July 2015. The 2016 amendment Act, Natural Gas (Canning Basin Joint Venture) Agreement Amendment Act 2016 (No. 1 of 2016), inserted Schedule 2 and amended s 3 to add definitions for the 2015 variation agreement and to ratify it (see s 3, s 4 amended references, and Schedule 2 inserted: No. 1 of 2016 s. 7). The 2015 variation extended specific time limits and dates in the Principal Agreement: it extended the Suspension Period from 2020 to 2022, moved various submission and commencement dates (for marketing, corridor consultations and proposal submissions) by about two years, and adjusted the deadlines in clause 35 for notice periods (Schedule 2, cl 2(1)-(7)). The formal amendment was assented on 28 February 2016 and took effect 29 February 2016 for substantive provisions (compilation table).

Termination agreement and 2018 legislative steps

• A termination agreement dated 27 November 2017 is reproduced as Schedule 3. Parliament enacted the Natural Gas (Canning Basin Joint Venture) Agreement (Termination) Act 2018 (No. 12 of 2018), assented 21 August 2018, which amended the Act to insert s 4A ratifying the termination agreement (s 4A inserted: No. 12 of 2018 s. 6) and to make associated amendments (s 3 definitions, s 6 effect on other laws). The termination agreement was therefore given statutory effect by that 2018 Act, bringing into force the negotiated termination terms and transitional arrangements.

Termination agreement technical changes

• The termination agreement (Schedule 3) achieves a legal termination of the Principal Agreement from its operative date but preserves antecedent liabilities (Termination Agreement cl 4(1)-(3)) and directs the Petroleum Minister to enter memorials to adjust the duration and workprogram timing for specific Petroleum Titles (Termination Agreement cl 4(4)(c)-(d)); it also defines the period by which applications for retention leases and production licences for certain declarations of location will have to be made (Termination Agreement cl 4(4)(e)). It sets an indemnity for the State for joint venturer liabilities to survive the termination and last for 20 years (Termination Agreement cl 4(5)).

Compilation and consequential amendments

• The Act’s Notes contain a compilation table showing the three legislative stages: the 2013 Principal Act, the 2016 amendment Act (ratifying the 2015 variation), and the 2018 Termination Act (ratifying the termination agreement). The recorded amendments in the schedules also contain many detailed amendments to the Pipelines Act and related statutes as effected by the Agreement text (see Schedule 1 cl 15(11) and related clauses), and the later termination agreement partially reverses operational expectations by ending the Principal Agreement while providing transitional title changes.

Practical implication of amendments

• The 2015 variation primarily extended timeframes for the Joint Venturers to meet various proposal submission and consultation obligations (Schedule 2 cl 2(1)-(7)). The 2017 termination agreement (ratified 2018) restructured the legal position: the Principal Agreement was terminated upon the operative date of the termination agreement, but specific Petroleum Titles were extended temporarily and subject to memorial entries to give them immediate legal effect (Schedule 3 cl 4). The termination preserved indemnities and liabilities arising before the operative date. Therefore the legislative history reflects a progression from ratification and active facilitation (2013), to agreed timeline extensions (2015/2016), to negotiated termination with transitional title treatment and liability preservation (2017/2018).

Users must consult the Act’s schedules and the compilation table to understand which textual provisions remain operative and which have been superseded by the termination agreement and its ratification.

The statutory schedules and the Act itself do not record any court decisions or litigation outcomes. The Agreement contemplates dispute resolution through arbitration under the Commercial Arbitration Act 1985 (WA) (Clause 42), and provides for appeals to the Supreme Court of Western Australia on questions of law arising from arbitration awards (cl 42(2)). The Agreement also preserves ministerial discretionary powers from arbitration (cl 42(3)).

Because the source material supplied is the Act and its schedules, and does not name or summarise any cases, there are no cases cited or recorded within the Act. The Act and Agreement establish their own dispute resolution pathway (arbitration then appeal on questions of law) rather than setting out litigation history. Any actual litigation, arbitration awards or judicial reviews arising from the Agreement would be external to the Act and are not identified in the text reproduced in the schedules.

Practitioners should therefore treat the Agreement as self‑contained in its dispute resolution architecture: the agreed default mechanism is arbitration (cl 42(1)), with limited court review on points of law (cl 42(2)). Ministerial decisions described as discretionary by the Agreement are contractually outside arbitration (cl 42(3)), which can constrain the scope of arbitral relief and may give rise to administrative law or judicial review claims against ministerial acts if those acts are amenable to judicial review outside the contractual arbitration framework. The Act itself does not record any judicial determinations interpreting its provisions.

If a party needs to know whether any arbitration or litigation has actually occurred since ratification, they must search case law databases, arbitral records and government disclosure; that information is not in the Act or its schedules.

This instrument contains numerous technical traps and implementation pain points that follow from its hybrid statutory‑contractual design. Key practical "gotchas" emerging from the text are listed below with the concrete mechanism by which they operate.

1. Agreement primacy but retained statutory obligations

• Although s 6 declares the Agreement operates "despite any enactment or other law" and permits express modifications (s 6(1)-(2)), the Agreement itself preserves explicit compliance obligations with other laws (for example the Environmental Protection Act cl 11(1)-(3); cl 21(1)-(3); cl 2(2)(b) requires environmental and contaminated sites compliance). You cannot rely on the Agreement to avoid EP Act approvals or conditions; the Agreement expects EP Act processes to be followed and for Ministerial approvals to incorporate EP Act conditions (cl 12(1) proviso). Practitioners should not assume blanket exemption from environmental licensing or heritage protections.

2. Ministerial discretion and non‑arbitrability

• The Agreement gives the Minister broad powers to approve, condition, defer or require amendments to proposals (cl 12; cl 22) and reserves many discretions from arbitration (cl 42(3)). Certain decisions (for example conditions attached to pipeline sale consents cl 34(2)) are explicitly non‑arbitrable (cl 34(3)). Commercial parties anticipating full contractual recourse may find many contested ministerial decisions are not resolvable via the Agreement’s arbitration route.

3. Timing and termination cliffs

• The Agreement contains firm project delivery timeframes and express termination triggers. If the Joint Venturers fail to have "all detailed proposals and matters" approved by 30 June 2018 (as originally drafted) then the Minister could give a 6‑month notice of intention to determine the Agreement (cl 12(6)), potentially leading to termination. The 2015 variation moved key dates, but Schedule 3 (termination agreement) later terminated the Principal Agreement and prescribed transitional title handling. Practitioners must track the operative dates and the effect of variations and termination to avoid misreading extant obligations or expiry points.

4. Assignment and joint venturer composition constraints

• Assignments and dispositions are constrained by clause 33 which requires continuance of the joint venturer structure such that each post‑assignment party continues to hold one or more Petroleum Titles. Assignment requires ministerial consent and deeds of covenant. These constraints limit financing options or portfolio reshuffling unless carefully cleared with the Minister and relevant agencies (cl 33(1)-(4)).

5. Land acquisition costs and native title exposure

• Clause 30 empowers the State to take land for the project but makes the Joint Venturers responsible for paying costs of taking and any compensation payable to native title holders (cl 30(1)-(3)). This places cost risk for compulsory acquisitions on Joint Venturers and exposes them to native title compensation liabilities. The Agreement also preserves obligations under native title laws (cl 2(2)(a)). Private parties must budget for potentially substantial land acquisition and native title compensation costs.

6. Decommissioning and asset vesting on cessation

• On termination the Joint Venturers must decommission and reinstate land (cl 39(1)(d); cl 39(4)), but Ministers can decide not to require removal and the State may take assets free of encumbrance without compensation (cl 39(3)-(5)). This creates a forced‑transfer risk and a potential loss of capital if a Minister elects to retain assets and makes them State property on cessation.

7. Broad indemnities survive termination

• The indemnity in clause 40 is broad and the termination agreement preserves indemnity liabilities and extends an indemnity period for 20 years post‑operative date (Termination Agreement cl 4(5)). Even after the Agreement terminates, the Joint Venturers (and guarantor) can remain liable for third‑party claims and associated costs for lengthy periods.

8. Multi‑agency approval complexity and coordination risk

• Approvals for corridors, licences, easements and DBNGP access require consultation and concurrence of multiple ministers and agencies (cl 10, cl 15, cl 20). Differing agency timetables, priorities and statutory duties create implementation risk: approvals may be delayed, conditioned differently or require cross‑agency negotiation. The requirement to obtain "unconditional and irrevocable consents" in forms acceptable to the Minister for land grants puts the compliance burden on the Joint Venturers (cl 4(3); cl 10(3); cl 11(8)(b)).

9. Local content and procurement obligations create reporting and contract flow‑downs

• The local industry participation and community development plans (cls 6-7) and flow‑down requirements to third parties (cl 27(2)) impose procurement and reporting duties that affect contract scope, tendering processes and administrative burden. Failure to implement plans or provide required reports can lead to Ministerial enforcement and reputational consequences.

10. Statute‑embedded commercial objectives (Domgas commitment) can distort commercial choices

• The Domgas Commitment ties future commercial behaviour to domestic supply obligations (cl 8). If market conditions or reserve outcomes diverge from expectations, the Joint Venturers must still reserve or market domestic gas and face ministerial monitoring, independent review (at Joint Venturer cost, cl 8(6)) and possible arbitration over "reasonableness" of marketing efforts. That constrains strategic commercial options, particularly on export monetisation timing.

All of the above are present in the Agreement’s clauses; none are speculative. Parties negotiating or advising on transactions affected by this Act must map approvals, compliance costs, liability horizons, and the interplay of ministerial discretions into any commercial model.

Compliance under this Act and the scheduled Agreement requires a programmatic approach across project, regulatory and contractual workstreams. The following checklist maps concrete actions to the Agreement’s clauses; it is a practical operational compliance plan focused on the Joint Venturers and their advisers.

1. Confirm current legal status and operative dates

• Determine whether the scheduled Agreement, the 2015 variation and the termination agreement are operative for the Joint Venturers in question. Section 4 ratifies the scheduled agreement and the 2015 variation; s 4A ratifies the termination agreement. Review the termination agreement’s operative date (Schedule 3 cl 3) and whether the Agreement has been terminated; the termination agreement prescribes transitional steps for Petroleum Titles (Schedule 3 cl 4).

2. Maintain timely reporting required by the Agreement

• Provide progress reports every six months on exploration and evaluation results under clause 5(2) (and six‑monthly reporting requirements post‑proposal approvals under cl 9(2)). File the periodic reports and returns required by the Petroleum Act for Petroleum Titles and additional summary reports when requested by the Minister (cl 14(5)(a)-(c)). Provide quarterly or monthly reporting on local industry participation and plan implementation per cl 27(3), and annual reporting on community plan implementation per cl 6(7).

3. Prepare and submit statutory plans and proposals with supporting evidence

• Prepare a community development plan (cl 6) and a local industry participation plan (cl 7) and submit them prior to submitting any proposals under cl 11 (Domgas) or cl 21 (LNG). For each project proposal ensure it contains the items listed (plant, pipeline, connections, access roads, workforce accommodation, utilities, time program) and that it is consistent with corridor agreements (cl 10 for Domgas; cl 20 for LNG). At time of final proposal submission furnish evidence of financial capacity and readiness as required under cl 11(8)(a)(i)-(iv) and cl 21(8)(a)(i)-(vi).

4. Manage corridor consultations and approvals

• Begin corridor consultations in the timeframes set by the Agreement (not earlier than dates in cl 10(1) and cl 20(1), noting these were varied in the 2015 variation per Schedule 2 cl 2). Obtain agreement from the Minister on diameter, start/end points, route and land required for the pipeline corridor, and secure the necessary consents for the grant of easements (cl 10(1)-(3), cl 20(1)-(3)). Apply for Pipeline Licences under the Pipelines Act consistent with agreed corridor matters (cl 10(5), cl 20(6)).

5. Secure land consents and resolve native title and heritage issues

• Obtain unconditional and irrevocable consents required by the Land Act Minister in a form acceptable to the Minister and consult on Aboriginal heritage in line with the Agreement’s modifications to the Aboriginal Heritage Act (cl 5(4)). Ensure native title processes and compensation are budgeted for: the Joint Venturers are to pay costs of land taken and any compensation payable to holders of native title (cl 30(3)), and the Agreement does not exempt parties from native title law obligations (cl 2(2)(a)).

6. Coordinate environmental approvals and integrate EP Act conditions

• Engage with the Environmental Protection Authority and other agencies early to manage Part IV EP Act assessments where required; ensure that any EP Act conditions are reflected in project proposals and that Ministerial approvals incorporate those conditions (cl 11(2), cl 12(1) proviso, cl 21(2), cl 22(1) proviso). Maintain compliance with the Contaminated Sites Act as specified (cl 2(2)(b)).

7. Implement procurement and workforce strategies

• Implement the local industry participation plan and the community development plan, and ensure flow‑down contract clauses require third parties to adopt the same obligations (cl 7(3), cl 27(2)). Prepare to show "proper consideration" of Western Australian suppliers and to provide procurement reports as required (cl 27(1)-(4)).

8. Apply for and manage Pipeline Licences, Easements and Project Titles

• Once Ministerial approvals are in place, ensure the State is requested to grant Pipeline Licences and Pipeline Easements under the Pipelines Act and Land Act as modified (cl 15(1)-(3); cl 15(11) modifies the Pipelines Act provisions). Where required, prepare to have titles varied or endorsed to include additional areas for extensions under clauses 15(7)-(10).

9. Plan for operational compliance, maintenance and decommissioning

• Keep pipelines and infrastructure in operable state and comply with all licence conditions and safety cases under the Pipelines Act (cl 16(1)-(4)). Prepare a decommissioning and rehabilitation plan that complies with environmental and contaminated sites obligations (cl 39(4)).

10. Manage commercialisation and domestic gas obligations

• Track Domgas reservation requirements (cl 8) and document marketing activities and offers; be prepared for an independent review of marketing efforts at the Joint Venturers’ cost if the Minister appoints an adviser (cl 8(6)). Seek ministerial consent before commercialising Title Area gas through other infrastructure (cl 19(1)). Maintain records of volumes, energy value calculations and sales to demonstrate compliance with the Domgas Commitment and Petrochemical feed stock obligations (cl 8; cl 28).

11. Address assignment, financing and sale conditions proactively

• For any proposed assignment, mortgage, charge or sale of rights, seek Ministerial consent per cl 33 and ensure necessary deeds of covenant and consultation with the Pipelines Act Minister, Land Act Minister and Petroleum Act Minister (cl 33(4)). For sale or disposal of pipeline assets (cl 34), expect the Minister to impose conditions and that the decision may be non‑arbitrable (cl 34(3)). Structure financing consents and covenants accordingly.

12. Prepare for dispute resolution and ministerial communications

• Be ready to arbitrate disputes under the Commercial Arbitration Act 1985 (cl 42). Preserve documentary evidence of consultation, approvals and performance to support an arbitration or to defend a determination/termination notice under cl 38. Recognise that many ministerial decisions are discretionary and may fall outside arbitration (cl 42(3)).

13. Post‑termination obligations

• If the termination agreement applies, ensure implementation of transitional directions such as memorial entries for Petroleum Titles (Termination Agreement cl 4(4)(c)-(d)), compliance with any adjusted workprogram suspensions and dates, and continued indemnity obligations (Termination Agreement cl 4(5)). Be aware indemnities and antecedent liabilities survive termination.

14. Keep an issues and approvals register

• Maintain a register of all ministerial consents, corridor agreements, land consents, easement documents, licence grant dates, environmental approvals, workprogram compliance, and reporting submissions. This reduces exposure to technical default notices and supports timely remedial action per cl 38.

15. Seek early legal and technical coordination

• Coordinate lawyers, land specialists, environmental consultants, native title advisors and project engineers early to ensure approvals match technical design, title instruments are properly executed and required consents are unconditional and irrevocable as required by the Minister (cl 4(3); cl 10(3); cl 11(8)(b)).

These are concrete, clause‑referenced steps. Implementation risk can be reduced by early multi‑agency engagement, conservative budgeting for land and native title costs, robust reporting systems, and legal regimes that anticipate ministerial discretion and arbitration timing.