TITLE:
How Small-Scale Mobile LNG Defeats Contractual Lock-In in Deepwater Energy Projects
AUTHORS:
Rodrigo Botão, Lauron Arend, Hirdan Katarina de Medeiros Costa, Daniel Prata Vieira, Edmilson Moutinho dos Santos, Xuefeng Hu, Junkai Feng
KEYWORDS:
LNG Contracts, Transaction Cost Theory, Brazil Presalt Búzios Field, Long-Term Contracts, Governance Structures
JOURNAL NAME:
Beijing Law Review,
Vol.16 No.4,
December
18,
2025
ABSTRACT: The global Liquefied Natural Gas (LNG) market is experiencing profound transformations, driven by shifts in energy governance, the imperatives of the energy transition, and increasing demands for energy security. This research analyzes the structure and evolution of LNG contracts through the lens of Transaction Cost Theory (TCT), emphasizing the economic rationale behind the use of long-term contractual structures. TCT, originating with Ronald Coase and formalized by Oliver Williamson, provides a powerful framework to explain how core transactional attributes, such as asset specificity, bounded rationality, opportunism, uncertainty, and transaction frequency, determine the most efficient governance choices for economic agents. In the high-stakes LNG sector, contracts transcend simple legal agreements; they function as sophisticated governance structures designed to mitigate the substantial risks inherent in large, capital-intensive investments and volatile market conditions. The study initially highlights that high asset specificity, evident in facilities like liquefaction plants and specialized tankers, establishes mutual dependency, increasing vulnerability to opportunism. Consequently, clauses such as take-or-pay, ship-or-pay, and price reopeners are interpreted as economically rational safeguards that balance contractual stability with necessary flexibility for long-term relational contracting. While the market has seen a diversification of governance models, including the rise of Floating Storage and Regasification Units (FSRUs) and greater spot liquidity, recent geopolitical shocks have reasserted the crucial insurance value of long-term contracts. For Brazil, with its renewable-dominated yet hydrologically vulnerable energy matrix, LNG is a strategic tool for enhancing system stability. The country’s recent commitment to long-term LNG supply contracts signals an alignment with the TCT-predicted governance logic, addressing chronic challenges like infrastructure bottlenecks and import dependency. This analysis is augmented by a dedicated Case Study on the Búzios Field, which examines the monetization challenge of Brazil’s colossal associated gas reserves through the innovative Small-Scale Mobile FLNG (ssm-FLNG) solution. The case study concludes that this ssm-FLNG approach provides a sophisticated hybrid governance solution that successfully addresses the TCT dimensions. Specifically, the mobile unit strategically mitigates the high asset specificity risk (or lock-in) inherent in building permanent pipelines by ensuring CAPEX recovery across multiple projects; it manages demand uncertainty through its flexible scale and export optionality; and it aligns the interests of consortium partners, thereby acting as a structural safeguard against opportunism to ensure the monetization of gas that would otherwise be underutilized. By integrating this empirical case, this research advances theoretical knowledge by expanding the application of TCT to encompass regulatory, geopolitical, and technological risks in the LNG sector. Practically, it offers valuable insights for policymakers, investors, and firms by mapping contractual risks and advocating for diversified portfolio strategies that combine the security of long-term contracts with the agility of spot transactions.