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This excerpt taken from the PBR 20-F filed May 22, 2009. Civil
Claims
On November 23, 1992, Porto Seguro Imóveis Ltda., a
minority shareholder of Petroquisa, filed a lawsuit on behalf of
Petroquisa (a shareholder derivative suit) against us for
alleged losses suffered as a result of the sale of
Petroquisa’s stake in various petrochemical companies
included in the National Privatization Program (Programa
Nacional de Desestatização). The plaintiff in the
lawsuit requests that we, as controlling
shareholder of Petroquisa, be compelled to reinstate the
damages made to Petroquisa’s equity, since we approved the
minimum sales price for the privatized companies. An initial
decision on January 14, 1997, held us liable to Petroquisa
for damages in an amount equivalent to U.S.$3,406 million.
In addition, we were required to pay the plaintiff 5% of such
amount as a premium, as well as attorney’s fees of 20% of
such amount. In 2006, we purchased all of the minority interests
of Petroquisa, and we now own 100.0% of its share capital. We
appealed and prevailed in canceling the judgment, but a
subsequent appellate decision on March 30, 2004, required
Petrobras to indemnify Petroquisa and Porto Seguro for
U.S.$2,359 million and U.S.$590 million, respectively
(the latter representing 5% in premium and 20% in
attorney’s fees).
If this award is not reversed, the indemnity estimated to
Petroquisa, including monetary corrections and interest, would
be U.S.$5,854 million. However, because Petrobras owns 100%
of Petroquisa’s share capital, our actual liability to
Petroquisa would be approximately U.S.$3,863 million. We
will also be
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required to pay U.S.$293 million to Porto Seguro and
U.S.$1,171 million in attorney’s fees if the award is
not reversed. For more information on this claim, see
Note 19(a) to our audited consolidated financial statements
as of December 31, 2008.
In 1981, Kallium Mineração S.A. brought an action
against Companhia de Pesquisa de Recursos Minerais—CPRM
seeking an indemnification of approximately
U.S.$450 million for the early termination of a contract
for the exploration of a very large potassium salt mine in
Sergipe. CPRM terminated the contract when the Brazilian
government, which had previously granted CPRM the right to
develop an exploration project for the mine, cancelled the
concession to CPRM and transferred it to Petromisa, our former
subsidiary. As a result, CPRM brought us and the Brazilian
government into the proceedings as co-defendants. In 1999,
despite denying most of Kallium’s claims, the court
required us to indemnify Kallium for their research and
exploration costs, which correspond to approximately
U.S.$1 million. We and Kallium have appealed the decision
and are awaiting a judgment. The total damages amount that may
be payable will be subject to monetary adjustment and to
interest at 6% calculated as of the date of the filing of the
lawsuit.
Several individuals have filed a collective lawsuit (an
ação popular) against us, Repsol-YPF and the
Brazilian government seeking to unwind the 2001 exchange of
certain of our operating assets in Brazil for some of YPF’s
operating assets in Argentina. The plaintiffs maintain that the
assets exchanged were not properly valued and that, therefore,
the transaction was not in our best interests. In 2002, the
court granted an injunction to the plaintiffs, which was then
suspended by the Superior Court of Justice of Brazil. The
lawsuit was subsequently judged on the merits in our favor and
the other parties appealed. We are awaiting a final decision on
the merits.
On January 18, 2000, a pipeline connecting one of our
terminals to a refinery in Guanabara Bay ruptured, causing a
release of approximately 341,000 gallons of crude oil into the
bay. We undertook action to control the spill in an effort to
prevent the oil from threatening additional areas. As a result
of this spill, several individual damage lawsuits were filed by
fishermen of the State of Rio
de Janeiro, in an aggregate amount of approximately
R$52 million. In addition, the Federation of Fishermen of
the State of Rio de Janeiro filed a lawsuit against us claiming
damages of approximately R$537 million. In 2002, the judge
hearing this matter found that damages were due, but not in the
amount claimed. Both parties appealed this decision, and later
in 2002, the Court of Appeals of the State of Rio de Janeiro
denied the appeal filed by the plaintiff and dismissed numerous
claims, including those of all fishermen who had already settled
their claims against us, those who had already filed individual
lawsuits against us, and certain others. Further appeals
(agravos de instrumento) by both sides presented in 2003,
to the Superior Tribunal de Justiça (STJ) and the
STF, respectively, were denied. On February 2, 2007, the
judge who initially heard the case published a decision
overturning the appellate court’s decision and partially
accepting the court expert report that defined the period over
which Guanabara Bay’s fish would be affected by the spill.
Given that the amount of damages for each fisherman affected is
the same, this decision resulted in an aggregate amount of
damages equal to R$1,102 million through December 2005
(without interest and monetary indexation after that date). We
appealed this decision and our appeal was denied in July 2007.
An appeal filed by the Federation of Fishermen of the State of
Rio de Janeiro was granted and, as a result, the number of
fishermen entitled to damages increased from 12,000 to 20,000.
We have appealed both of these decisions to the STJ.
This excerpt taken from the PBR 20-F filed Jun 30, 2005. Civil claims
On November 23, 1992, Porto Seguro Imóveis Ltda., a minority shareholder of Petroquisa, filed a lawsuit against us in a State Court of Rio de Janeiro for alleged losses suffered as a result of the sale of the share participation held by Petroquisa in various petrochemical companies included in the National Privatization Program (Programa Nacional de Desestatização). The plaintiff in the lawsuit requests that we, as controlling shareholder of Petroquisa, be compelled to reinstate the damages made to Petroquisa’s equity, as a consequence of the corporate acts that approved the minimum sales price attributed to its share participation in the capital of the privatized companies. An initial decision on January 14, 1997 held us liable to Petroquisa for damages in an amount equivalent to U.S.$3.406 million. Additionally, we were required to pay the plaintiff 5% of the indemnification amount as a premium as well as lawyers’ fees of 20% over that amount. However, since the amount due is payable to Petroquisa, not the plaintiff, and we own 99.0% of Petroquisa’s share capital, the actual disbursement, in case the decision is not dismissed, will be limited to such 25% of the damages amount, or U.S.$851 million. We appealed and prevailed in canceling the judgment, but a subsequent appellate decision on March 30, 2004 found us liable for U.S.$2.36 billion, plus a 5% premium and 20% of attorney’s fees, all payable to Petroquisa. We will now file appeals to both the Superior Justice Tribunal and to the Federal Supreme Court.
On May 28, 1981, Kallium Mineração S.A. brought an action against Petromisa, our former subsidiary, in the Federal Court of the State of Rio de Janeiro alleging damages of R$1,044 million (U.S.$450 million) relating to the rescission of a contract to develop a potassium salt mine. On August 10, 1999, the trial judge dismissed most of the plaintiff’s claims and ordered us to indemnify the plaintiff only with respect to the preliminary research expenses it had incurred. Both parties have appealed the decision. If Kallium prevails on appeal, we would be required to pay an additional amount of 10% of any judgment to cover attorneys’ fees.
Several individuals have filed a lawsuit (an ação popular) against us, Repsol-YPF and the Brazilian government seeking to unwind the 2001 exchange of certain of our operating assets in Brazil for some of YPF’s operating assets in Argentina. The plaintiffs maintain that the assets exchanged were not properly valued and that, therefore, the transaction was not in our best interests. On September 5, 2002, the Fourth Chamber of the Brazilian Federal Court of Appeals for the Fourth Region granted an injunction to the plaintiffs. The Superior Court of Justice of Brazil suspended the injunction, stressing that the transaction had been approved by the Brazilian antitrust authorities, the ANP and the Brazilian Federal Audit Court. We are awaiting a final disposition on the merits.
133
Table of ContentsCertain independent distributors located throughout Brazil have brought civil claims against us. Collectively, these claims total approximately R$821.48 million (U.S.$394 million) and aim at the restitution of the ICMS retained from such distributors and collected by us in favor of many states, plus damages. We believe these taxes were properly collected and represent valid state value-added tax credits. However, in connection with these claims, approximately R$76 million (U.S.$32 million) in injunctive relief was declared against us in various local courts and seized from our accounts in several jurisdictions in anticipation of favorable judgments for the distributors. Upon appeal, these rulings were subsequently overruled, but we are awaiting a final disposition on the merits of these cases.
On behalf of the special purpose company involved in the U.S.$2.5 billion Barracuda/Caratinga project financing, we were party to a negotiation with Halliburton and its subsidiary, Kellogg Brown & Root, Inc., KBR, relating to certain project construction delays and cost overruns. Prior to settlement, the total amount of the KBR remaining claims against the special purpose company was approximately U.S.$375 million and the total amount of claims that we and the special purpose company had against Halliburton and KBR, in addition to liquidated damages, and was approximately U.S.$380 million. On December 6, 2004, with the approval by the project lenders, we reached an agreement with Halliburton and KBR for settlement of these claims releasing all parties from the claims. As part of the settlement arrangements, the amounts due under the original contracts were readjusted including an additional payment of U.S.$79 million to KBR and we agreed, on behalf of the special purpose company of the project, to receive from KBR on December 7, 2004 only part of the total amount of certain mobilization payment repayment, the balance being paid with accrued interest in installments due up to February 2005. Additionally, we agreed to extend certain construction deadlines and reduce the scope of the works to be performed by KBR to complete the construction of the oil platforms to be delivered in connection with the project and perform works related to the assisted operation phase after the platforms depart their docks.
On January 18, 2000, a pipeline connecting one of our terminals to a refinery in Guanabara Bay ruptured, causing a release of approximately 341,000 gallons of crude oil into the bay. We undertook action to control the spill in an effort to prevent the oil from threatening additional areas. As a result of this spill, 338 individual lawsuits were filed by fishermen of the State of Rio de Janeiro claiming damages in an aggregate amount of approximately R$100 million. Approximately half of the cases brought so far have been decided against us. In addition, the Federation of Fishermen of the State of Rio de Janeiro filed a lawsuit against us claiming damages of approximately R$537 million. On February 7, 2002, the judge hearing this matter found that damages were due, but not in the amount claimed. Both parties appealed this decision. On October 8, 2002, the Court of Appeals of the State of Rio de Janeiro denied the appeal filed by the plaintiff and dismissed the claim with respect to all fishermen who had already settled their claims against us or who had already filed individual lawsuits against us, and also with respect to certain other fishermen. These dismissals dramatically reduced the number of plaintiffs who could be entitled to damages. We have filed additional appeals and are awaiting a final decision.
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