Reported / Citable
Background
Whitney Oil and Gas, an offshore oil-and-gas producer, entered a master service agreement with Quality Process Services, which supplied laborers—primarily production operators—to work on Whitney’s platforms. The operators traveled by vessel to the platforms, disembarked, and performed tasks such as reading gauges, checking pipes, and monitoring well operations. They also watched for oil sheens while traveling between platforms.
After Hurricane Ida shut down Whitney’s offshore facilities, Whitney employee Kerri Espadron boarded a Whitney vessel driven by QPS employee Wyatt Boone for a trip involving construction authorization and a pollution check. The vessel allided with a well jacket, seriously injuring Espadron. After the personal-injury claims were settled, QPS pursued indemnity from Whitney under the agreement. Following a bench trial, the district court held that the agreement was not maritime, dismissed QPS’s indemnity claim with prejudice, and later ruled that Whitney was entitled to attorney fees without determining the amount.
The Court’s Holding
The Fifth Circuit affirmed that the master service agreement was not a maritime contract. Although the agreement supported oil-and-gas production on navigable waters, the parties did not expect vessels to play a substantial role in completing the contracted work. The vessels primarily transported QPS workers to platforms, where the workers disembarked to perform nonmaritime production tasks. The workers’ operation of the vessels and other atypical vessel-related duties were incidental and did not transform the agreement into a maritime contract.
The court also held that references in the agreement to maritime law, maritime statutes, and marine insurance did not establish the substantial vessel role required under the governing test. Because the parties’ expectations were clear, the court did not need to consider unusual vessel use during the post-hurricane shutdown. Louisiana law therefore applied, and the Louisiana Oilfield Anti-Indemnity Act invalidated the indemnity provision. The court dismissed without prejudice QPS’s appeal from the attorney-fee ruling because the district court had not yet fixed the amount of fees, making the ruling unreviewable at that stage.
Key Takeaways
- An offshore-services contract is not maritime merely because workers regularly travel to job sites aboard vessels or operate those vessels for transportation.
- Contractual references to general maritime law, maritime statutes, and marine insurance do not by themselves establish that vessels play a substantial role in the contracted work.
- An order establishing entitlement to attorney fees is not reviewable in the Fifth Circuit until the award is reduced to a specific amount.
Why It Matters
The decision reinforces that the maritime-contract inquiry focuses on the parties’ expected use of vessels in performing the contracted services, not simply the frequency or necessity of vessel transportation. A vessel must directly aid completion of the underlying project rather than merely carry workers to a platform.
That classification can determine whether an offshore indemnity clause is enforceable. Here, treating the agreement as nonmaritime triggered Louisiana’s Oilfield Anti-Indemnity Act and defeated QPS’s contractual indemnity claim.