In the case of Servicios Ojeda vs. Chevron, the plaintiff countered Chevron’s attempt to dismiss the lawsuit, insisting on a breach of contract claim due to unpaid debts totaling millions.
In its legal response, Servicios Ojeda C. A. argued that there are multiple valid causes of action according to the laws of Texas and Venezuela, including the application of the “principal purpose” doctrine to bypass Texas’s statute of frauds, as well as agency and alter ego theories under Venezuelan law to hold Chevron directly accountable.
Servicios Ojeda accuses Chevron of breaching the contract and other claims related to unpaid invoices for services provided in Venezuela to the joint venture Petropiar, which is controlled by Chevron. It further refutes the applicability or binding nature of the forum selection clause present in the original contracts with Petropiar to dismiss the case.
Servicios Ojeda’s Response to Chevron
On November 7, 2025, Christina Ponig from the law firm León Cosgrove Jiménez LLP filed the response from Servicios Ojeda C. A. in the U.S. District Court for the Southern District of Texas against the motion to dismiss by the defendants, Chevron Corporation and Chevron USA Inc.
The plaintiff’s primary argument is that a new, direct, and distinct contract was formed with Chevron Corp in 2023, independent of any prior agreement with the Venezuelan joint venture Petropiar. According to the complaint, Chevron Corp committed to paying Petropiar’s outstanding debt to Servicios Ojeda in exchange for the latter resuming drilling services, deemed essential for the U.S. oil giant to restart its operations in Venezuela under OFAC’s General License 41.
To counter Chevron’s dismissal arguments, Servicios Ojeda presents several key legal theories:
Contract Validity Under Texas Law:
Servicios Ojeda asserts that the 2023 agreement exceeds the Statute of Frauds through multiple written communications (emails) and, crucially, under the “Principal Purpose” doctrine. This doctrine argues that Chevron’s promise was not merely to guarantee a third party’s debt, but to serve its own primary economic interest: securing OFAC-compliant services to protect its investment and resume Venezuelan crude oil exports.
Agency Liability:
It is alleged that Chevron Corp is responsible either directly through the actions of its employees who negotiated the agreement, or indirectly, with Petropiar acting as its agent due to Chevron’s total operational and financial control over the joint venture.
Claims Under Venezuelan Law:
Alternatively, the lawsuit is based on Venezuelan law, arguing that Chevron’s actions constitute an “abuse of rights” justifying the piercing of the corporate veil. Additionally, it invokes the “group liability” doctrine, which views Chevron and Petropiar as an economic group with indivisible obligations.
Fraudulent Transfer (TUFTA):
Servicios Ojeda accuses Chevron of continuously engaging in fraudulent transfers by systematically receiving crude from Petropiar without providing reasonably equivalent value, leaving Petropiar in insolvency and incapable of paying its creditors.
Jurisdiction and Timeliness:
The plaintiff rejects Chevron’s attempt to enforce a forum selection clause from the Petropiar contracts, arguing that Chevron is not a party to those contracts, that the clause is permissive and not mandatory, and that the current claims arise from an entirely new agreement. Furthermore, they maintain that all actions are timely, as the main cause of action arose in 2023.
Servicios Ojeda’s Arguments
Servicios Ojeda insists on the existence of a new contract formed directly with Chevron Corp in 2023, which is intentionally distinct from the original service contracts with Petropiar.
Following the issuance of General License 41 by the U.S. Office of Foreign Assets Control (OFAC), Chevron Corp had an urgent business need to restart its extraction and export operations in Venezuela. It required reliable service providers that complied with OFAC regulations.
Servicios Ojeda, owed over 24 million dollars by Petropiar, was initially reluctant to resume work. To overcome this resistance, Chevron Corp, through its procurement manager Armando Castelli, allegedly promised to “guarantee” the payment of the outstanding debt in exchange for two actions from Servicios Ojeda:
- To resume its business relationship and accept new work for Chevron’s joint ventures in Venezuela.
- To undergo an exhaustive and costly “financial reconciliation” of the outstanding invoices, a requirement not stipulated in the original contracts with Petropiar.
The reconciliation process, managed by Chevron employees with “@chevron.com” email addresses, culminated in meetings and communications in April 2023 that confirmed the completion of the “financial reconciliation” and the final amount of the debt. The plaintiff claims that this process defined the exact terms of payment and demonstrated Chevron’s intent to assume the obligation.
Refutation of Chevron’s Procedural Defenses
Servicios Ojeda C.A.’s response concludes by addressing Chevron’s arguments regarding the timeliness of the claims and jurisdiction.
Timeliness of Claims
It is argued that all actions are timely since the main cause of action (breach of the 2023 agreement) arose in 2023.
Alternatively, the 2023 reconciliation process constitutes a “debt acknowledgment” which, under law, revives the statute of limitations for older debts.
The TUFTA claim is timely because crude transfers are ongoing and occurred within the four-year period prior to filing suit.
Inapplicability of the Forum Selection Clause
Servicios Ojeda categorically rejects the argument that the case must be dismissed and moved to Venezuela based on a clause in the contracts between Servicios Ojeda and Petropiar.
- Out of scope: current claims are not based on the contracts with Petropiar, but on the new 2023 agreement with Chevron Corp and the fraudulent transfer claim, which is a tort action.
- Inapplicability by a non-signatory: Chevron, as a non-signatory to the Petropiar contracts, cannot enforce the clause. It is deemed “inequitable” for Chevron to argue its corporate separation from Petropiar to avoid liability while simultaneously claiming to be “closely related” to benefit from the clause.
- Permissive, not mandatory: the clause states that the parties “agree to submit” to the jurisdiction of the courts of Maturín but lacks exclusive language—like “only” or “to the exclusion of any other”—that is present in adjacent clauses regarding the applicable law. Therefore, the clause is permissive and does not prohibit litigation in other forums.
Servicios Ojeda vs. Chevron: A Debt Lawsuit Where OFAC Licenses Define Claim Outcomes
Chevron’s Million-Dollar Debt: The Servicios Ojeda Case
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