NiQuan Energy LLC and NiQuan Energy Trinidad Limited v. Republic of Trinidad and Tobago

At a glance

Parties

NiQuan Energy LLC and NiQuan Energy Trinidad Limited v. Republic of Trinidad and Tobago

Case no.

ICSID Case No. ARB/24/17

Forum and rules

ICSID Convention arbitration; ICSID Arbitration Rules in force as of 1 July 2022. Place of proceeding Washington, D.C.; hearings in London.

Tribunal

Dr. Laurent Lévy (President), Dr. Stanimir A. Alexandrov, Prof. Zachary Douglas KC

Sector

Gas-to-liquids plant; natural gas supply

Outcome

Pending. The published documents are procedural only. The Tribunal ordered the Claimants to post security for costs of USD 2 million (Procedural Order No. 3) and ruled on both sides' document production requests (Procedural Order No. 4).

Amount

Claimants' preliminary damages: "no less than USD 423 million". Security for costs: Trinidad and Tobago sought USD 6.25 million; the Tribunal ordered USD 2 million.

The dispute

NiQuan Energy LLC (NELLC) and NiQuan Energy Trinidad Limited (NETL) acquired a gas-to-liquids (GTL) plant in Trinidad under a sale and purchase agreement negotiated with Petrotrin and its Receiver. The plant was to receive gas from Trinidad and Tobago Upstream Downstream (UD), whose shareholder is the Minister of Finance as corporation sole, and UD in turn bought gas from the NGC. The Claimants rely on government assurances, notably at a Cabinet sub-committee (SCE) meeting on 23 October 2017 and in a letter of 13 November 2017. They complain of seven gas curtailments between 15 August 2020 and 10 June 2023, UD's disputed invoices and its purported termination of the gas supply contract (GSC2), and the official investigations after a 2023 flash fire. They claim that these acts indirectly expropriated the plant and frustrated their legitimate expectations. Trinidad and Tobago says the claims are frivolous and that the project failed through the Claimants' own conduct. It disputes that UD's conduct is attributable to the State and raises jurisdictional and admissibility objections.

Key holdings

1. Rule 53 of the 2022 ICSID Arbitration Rules creates a separate regime for security for costs. The provisional-measures requirements of exceptional circumstances, necessity and urgency no longer apply. Security should still remain the exception, and earlier case law still gives useful guidance. PO3 ¶¶ 72–73
2. The parties are presumed to act in good faith and to comply with costs decisions. Security may be justified where there is a serious (or "real") risk that a party may not or will not comply, unless other circumstances such as access to justice point the other way. Trinidad and Tobago had not shown that the Claimants were unwilling to pay. Nor was there evidence that they had structured their assets to avoid a costs order. PO3 ¶¶ 74, 77
3. The decisive factor was the Claimants' financial situation combined with a third-party funder that is not liable for adverse costs. NETL is in receivership and its only asset, the non-operational GTL plant, has no value to satisfy costs. NELLC's accounts show USD 21,545 in cash and illiquid patents against liabilities above USD 27 million. NELLC's offer of an undertaking did not cure the imbalance. PO3 ¶¶ 78–86
4. Ordering security raised no insurmountable access-to-justice concern, because the Claimants are funded. The Tribunal ordered USD 2 million by the filing of the Memorial, 6 June 2025. The security could take the form of ATE insurance, a bank guarantee from a reputable US or Western European bank, an assumption of liability by the funder, an escrow deposit, or another agreed or approved form. If the Claimants prevail, the Tribunal will consider making the Respondent bear the costs of posting the security. PO3 ¶¶ 88–93
5. On document production, the Tribunal granted some of the Claimants' 29 requests in full or in part and some of the Respondent's 30 requests. It ordered production by 13 February 2026. Its reasons are set out in the annexed Stern Schedules. PO4 ¶¶ 13–14
6. The Tribunal ordered production of SCE minutes and resolutions on gas supply to the GTL plant, with redactions and a confidentiality regime. It rejected the Respondent's reliance on Cabinet collective responsibility and the Freedom of Information Act exemption, because the officials had left office and almost ten years had passed. Documents held by the Office of the Attorney General are not automatically privileged; privilege must be shown through a privilege log. PO4 Annex A, Requests 3 and 7

Procedural history

1. May 2024Request for Arbitration filed and registered. By letter of 31 May 2024, ICSID requests the first advance on costs.
2. 10 October 2024Tribunal constituted.
3. 13 November 2024Claimants file their Notice of Third-Party Funding.
4. 3 December 2024First session held by video conference.
5. 11 December 2024Procedural Order No. 1 fixes the procedural rules and timetable, with a hearing on jurisdiction and merits scheduled in London for 5–16 October 2026.
6. 20 January 2025Respondent applies for security for costs under Rule 53.
7. 1 April 2025The Tribunal informs the parties by email that it partly grants the application: USD 2 million of security is due by 6 June 2025.
8. 2 June 2025Procedural Order No. 3 gives the reasons for the security for costs order.
9. 9 January 2026Procedural Order No. 4 rules on the document production requests. The redacted Annexes A and B are published in March 2026.

Tribunal, counsel and experts

Decided by

• Laurent Lévy President
• Stanimir A. Alexandrov Co-arbitrator
• Zachary Douglas Co-arbitrator

For the claimant

Baker & McKenzie · NiQuan Energy LLC (in-house)

For the respondent

Attorney General and Minister of Legal Affairs of the Republic of Trinidad and Tobago · Minister of Energy and Energy Industries · Steptoe (Steptoe International (UK) LLP; Steptoe LLP) · The Legal Consultancy

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Keywords

• security for costs
• ICSID Arbitration Rule 53
• third-party funding
• adverse costs
• impecuniosity
• ATE insurance
• gas-to-liquids
• GTL plant
• natural gas supply
• gas curtailment
• indirect expropriation
• legitimate expectations
• attribution
• document production
• legal professional privilege
• Cabinet confidentiality
• Petrotrin
• Vert GTL Project

Summary generated with AI from the published documents — refer to the award for the authoritative text.