Key Issues

1. Ownership of seven wells and related assets in the Northwest Territories, allegedly sold in 1991 under a Purchase and Sale Agreement (PSA).
2. Whether Shell acquired responsibility for environmental liabilities tied to these wells.
3. Delay and potential prejudice to Shell (laches defense).
4. Shell’s application to file a counterclaim beyond the limitation period.

Court's Findings

1. Summary Judgment in Favor of Conoco

• Ownership Dispute: The PSA from 1991 effectively transferred the wells and related liabilities to Shell, despite Shell's claim that abandoned wells were not part of the sale.
• Environmental Liability: The court found that Shell assumed all environmental liabilities associated with the wells under the PSA. Shell’s argument that such liabilities couldn’t transfer under regulations was rejected.

2. Laches Defense

• Delay Argument: Shell argued that Conoco’s decades-long delay in asserting ownership caused prejudice, including increased environmental remediation costs.
• Ruling: The evidence did not prove the delay materially increased remediation difficulty or costs. Shell’s inaction since 2016 undercut its claim of prejudice.

3. Counterclaim Denied

• Claims: Shell sought to add a counterclaim alleging misrepresentation and breach of duty by Conoco.
• Limitations Act: Claims tied to the 1991 PSA were barred by the 10-year ultimate limitation period.
• No Ongoing Duty: Conoco had no post-sale contractual or tortious duty to notify Shell of contamination or conduct remediation.

4. Costs

• The court upheld costs awarded to Conoco (double Column 5 of Schedule C) but did not impose costs for this appeal due to Conoco’s prior conduct and the legitimate complexity of Shell’s arguments. Specific amount for costs awarded was not determined.