“The purpose of this Accounting Procedure is to establish equitable methods for determining charges and credits applicable to [all operations conducted in accordance with the Agreement by or on behalf of any party with a Participating Interest] under the Agreement and to provide that Operator neither gains nor loses by reason of the fact it acts as Operator. In the event of a conflict between the provisions of this Accounting Procedure and the provisions of the Agreement, the provisions of the Agreement shall control.”
“… why is it any more commercial to impose an unknown, uncontrollable and unlimited liability for [the] unforeseen risks [of “future pension deficit contributions”] on the [Participants]? The position is that neither [the Operator] not [the Participants] wish to bear the risk, but why should the contract be construed so as to require [the Participants] to bear the risk, with the impossible accounting consequences identified …. In the real world, [Mr David Wolfson QC, Leading Counsel for the Opertaor]’s impasse [where the matters are left with the Participants “refusing to take on the future undetermined liabilities, with [the Operator] exposed to those liabilities”] would be broken by negotiation and agreement between [the Operator] and [the Participants] about how to deal with future liabilities: [the Particpants] may argue that the volatility of the Scheme’s funding should be reduced (by closing the [defined benefit] scheme and switching employees to a [defined contribution] scheme or a group personal pension arrangement); [the Operator] may argue that that would be a false economy, as a [defined benefit] scheme is vital to the recruitment and retention of key staff; but the point is that this would be dealt with by negotiation and agreement, perhaps leading to the amendment of the Agreements.”