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Working With Form 5: A Tax Lawyer's Perspective

John C. Siegesmund, III, Proceedings of 37th Annual Rocky Mountain Mineral Law Institute (1991)

Since its publication in 1984, the Rocky Mountain Mineral Law Foundation's Model Form Mining Venture Agreement (Form 5), has become practically an industry standard, especially in the western United States. Where parties once faced the daunting prospect of negotiating every aspect of a mining joint venture from scratch, letters of intent now routinely brush off the problem by calling simply for a venture based on Form 5. In those rare cases where a different form of mining venture agreement is proposed, the suggestion, in the few moments it is entertained, is usually greeted with a reaction somewhere between stunned disbelief and outright derision.

Acceptance to this degree is high praise for any form, but in the case of Form 5 it is wholly deserved. Form 5 is an excellent form. It is fair, balanced, and soundly conceived. It solves most of the basic problems well, and some elegantly. It does the job.

But as anyone who works with forms knows, no form can deal with or solve every issue, nor can it be blindly applied in every situation. By their nature, forms are only starting points, and in many respects the skillful use of a form requires its user to be at least as familiar with the issues it leaves open as with the issues it resolves.1 This paper will discuss some of the issues that regularly arise in mining joint ventures, but which are not fully resolved by