The draft Convention of Establishment concluded between the Republic of Cameroon and the Cameroon Oil Transportation Company (COTCO) was approved as Cameroon Law No. 97-16 on 7 August 1997. COTCO is based on equity participation between the Republics of Chad and Cameroon on the one hand, and a Consortium made up of Esso, Shell, and Elf on the other hand.

The Convention is therefore in the nature of a private contract. Yet the Convention stipulates, in a number of Articles (see below), that its provisions supersede those of national and international law in cases of conflict.

The Convention remains in force for 25 years from the Date of Commencement of Operations, and (except as subject to the right of renunciation put forward in Art 39) will be renewed automatically at COTCO's request for another 25 years under the same terms. There will be no consultation with affected groups prior to this renewal, and no democratic participation in determining terms for further pipeline-related activity.

Thus, if the project creates the societal disturbance, health problems, and environmental degradation that may be expected given the poor quality of the Environmental Management Plan proposed by the Consortium, there will be no possibility of dealing with these problems by modifying the Convention during the next 50 years.

* Cutting trees and bushes as necessary to clear the land required for the execution of the work;

* Constructing buildings and installations;

* Using (sub-surface and surface) springs and waterfalls which are not exploited or reserved and harnessing them for the needs of the work;

* Digging up and using laterite.

3. Article 27.6 reiterates the points in Art 6.3, and adds that 'duties, taxes and royalties provided for by the legislation in force [applicable to cutting of trees] shall be payable only in the event that the wood so cut down is used for [construction, operation or transportation].' This point will certainly have an effect on determining compensation payments required under the project guidelines.

It will also encourage the Consortium to waste natural resources, since unused wood will not give rise to charges of any type.

4. Article 8 gives COTCO the right to install and operate electric power stations, transmitters and cables; telecom systems; emergency installations; and storage and warehousing of materials, equipment, products and waste, as well as facilities for ballasting and elimination of pollution; construction of roads, bridges, railways, drains, channels, river or sea ports and landing strips; and the installation of delimitation and boundary marks.

These activities may take place outside as well as inside the land easement, under the definition in Article 2.2.1 (see above), and will not require any further authorisation or permitting from the Cameroon authorities (Art 6). Nor is there any provision made for democratic participation or public enquiries prior to such activities being carried out.

On the basis of the language used in the Article, it is not at all clear that this is a binding obligation ('undertakes' to apply measures). Moreover, since the Consortium has in most instances not specified the actual measures to be taken for mitigation and correction but has merely made general statements about what approach is envisaged where problems are foreseen, the parties would in any case have minimal obligations under this Article.

Nor is it certain that even the minimal measures envisaged will be carried out, given the absence of specific objectives, timetables, and verification procedures (see below).

The World Bank may in practice require further measures to be taken as a precondition for loan approval; if it has done so, it has not made these public.

2. Article 14.1 provides that COTCO be subject to monitoring and inspections 'relating to safety as well as protection of the environment and the population provided for by the Cameroon legislation referred to in Article 30.'

Unfortunately, Article 30 (entitled 'Legal, Tax, Customs and exchange control regime') contains no laws relating to protection of the environment or population.

The terms of Article 27.8(a) ensure that no one not employed by the Consortium or the Government will be able to monitor how the project is being carried out: any person not authorized by COTCO (except State employees) will not have access to the land easement during construction.

The same terms will apply (Art. 27.8(b)) to a protected maritime area with a radius of 1.5 km around the Terminal buoy and a strip 250 m on either side of the pipeline axis.

In effect, therefore, no independent verification of the Consortium's activities is possible.

The terms of Article 27.12 have such serious implications for the rights of local populations that they deserve to be quoted in full. The Article states that:

In case of emergency, and in particular in case of immediate danger for people or the environment, COTCO [subject to certain compensation requirements set out in Art 17] is allowed, under its sole responsibility to have access to any private or public land, whatever its status or location, for the purpose of investigating the causes of or remedying the emergency or the situation of danger, without prior authorization, and with the possible assistance of the public or private emergency services. [emphasis added]

This would appear to give the Consortium carte blanche to act as a paramilitary power in the case of any type of resistance to the project or its consequences. Definitions of the terms 'immediate danger' and 'investigating', which would serve to clarify the scope of this Article, are not provided.

Much has been made by the Consortium and the World Bank of the economic benefits that will accrue to Cameroon and Chad as the result of the pipeline. Under Article 39.5, however, 'COTCO is not subject to any obligation or payment of damages' to Cameroon if it abandons the Cameroon Transportation System following non-renewal of the Convention.

The same terms apply to early termination: in that case, COTCO is only bound to pay the duties, taxes and fees still due Cameroon in connection with pipeline activities. The Consortium will not be subject to any obligation or payment of damages.

In practice, therefore, if the Consortium meets local resistance to the pipeline or fails to realise its expected profit, it may simply abandon the project with no obligation to compensate Cameroon for the disruption and material damage caused by construction activities.

Article 30 sets out a number of provisions which allow the Convention of Establishment to supersede Cameroon national law. That is: where there is a conflict between the Convention and national law, the Convention will prevail.

(i) Article 30.2 spells out the legal status of the Convention, stating that: 'all ordinary law provisions of the Republic of Cameroon which are not contrary to nor inconsistent with the provisions of this Convention apply to activities undertaken under this Convention.'

(ii) Activities undertaken under the Convention are controlled by Law 96-14 and its implementing instruments, as well as other (economic) instruments, 'with respect to those of their provisions which are not contrary to or inconsistent with the provisions of the Convention.'

(iii) The Parties agree that any provisions of the Convention which are contrary to Law 96-14 ( on pipeline transportation of hydrocarbons originating from other countries) are provisions that reiterate commitments made by Cameroon before that Law was enacted. In such cases, the Convention supersedes the Law itself and any of its implementing instruments.

(iv) Despite Art 30.2, ten national laws and their implementing instruments do not apply to activities carried out under the Convention, including laws on mineral substances, royalties and mining taxes, a law governing storage and distribution of petroleum products, and two laws setting forth the obligations of oil companies.

Article 41 states that:

'Cameroon law, the general principles of international law and common practices widely used in the international petroleum industry shall apply within the scope of this Convention.'

This wording is very unclear. It could be taken to mean that under the terms of the Convention, general principles of international law and industry practice will apply. On the other hand, it could also mean that such principles and practice will apply to the extent that they do not conflict with the provisions of the Convention.