There were four SPAs dated 29th March 2011 in respect of the sale of the interests. Two were for the sale by Tullow to Total and two to CNOOC. Clause 2.1 of all the SPAs (Exhibits A19 and A20) between the applicants, CNOOC and Total read: “Subject as herein provided, Tullow hereby agrees to sell and transfer all of its legal and beneficial right, title and interests in and to the interest free from all Encumbrances whatsoever relating thereto (subject to the provisions of the Interest Documents) with full title guarantee to Purchaser for the consideration referred to in Clause 3.1 and Purchaser hereby agrees to purchase and acquire the interest.” Clause 1.1 of the first two SPAs in respect of the sale of interests in only Block 2 to CNOOC and Total define interest as: “means an undivided eight point three three three three three percent. (8.3333%) legal and beneficial participating interest in Block 2, in and under the interest documents and all rights and obligations attaching thereto, including, but without limitation, such interest in the Interest Property and the Interest Data;”
Clause 1.1 of two of the SPAs in respect of the sale of interests in Blocks 1, 2 and 3A defines interest as: (a) an undivided thirty three point three three three three percent. (33.3333%) legal and beneficial participating interest in Block 1(which shall comprise the Heritage Oil Block 1 Interest and the Pre-Existing Block 1 Interest); (b) an undivided twenty five per cent. (25.0000%) legal and beneficial participating interest in Block 2: and (c) an undivided thirty three point three three three three per cent. (33.3333%) legal and beneficial participating interest in Block 3A ( which shall comprise the Heritage Oil Block 3A Interest and the Pre-existing Block 3A interest); in and under the Interest Documents and all rights and obligations attaching thereto, including, but without limitation, such interest in the Interests Property and the Interests Data; According to the first set of the SPAs, Tullow sold 8.6666% of its interest to CNOOC and Total. In the second set of SPAs Tullow sold its 66.6666% in Block 1 and Block 3A. In Block 2 Tullow sold 50% of its interest. The total interests Tullow sold were 66.67% as was adduced in evidence.
In order to determine what was included in the interests, Clause 2.1 defined “Interests Data” as follows, it “means all data, reports and other information held by Tullow relating directly to the Interests and forming part of the property jointly owned by Tullow and each party to each Joint Operating Agreement in accordance with its terms, but excluding all internal communications within Tullow and internal memoranda, reports, interpretations and documents created for Tullow’s (or its affiliates’) own use and excluding the Interest Documents;” Clause 2.1 also defined “Interest Documents” as to: “mean the agreements, letters and other documents specified in Schedule1, Part 1;” It then defines Interest Property as to: “means all of the property related to the Interests including any platforms, pipelines, plant, machinery, wells, facilities and all other offshore and onshore installations and structures.” In totality the interests sold included interests in data, documents and property. The applicants alleged that they sold Heritage Oil Block 1 and 3A interests first and then Pre-Existing Block 1 and 3A interests. Heritage Oil Block interest was defined in all the SPAs by clause 1.1 as: “Heritage Oil Block 1 Interest” means an undivided twenty five per cent. (25.000%) legal and beneficial participating interest in Block 1 acquired by Tullow from Heritage Oil prior to the date hereof.
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