Opinion

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF LOUISIANA

IN RE: IN THE MATTER OF TEXAS CIVIL ACTION

PETROLEUM INVESTMENT COMPANY

NO. 24-2344

SECTION: “D” (2)

ORDER AND REASONS

Before the Court is a Motion for Summary Judgment, filed by Texas Petroleum

Investment Company (“TPIC”).1 The Production Group, LLC and David Hayes (“TPG

Claimants”) Oppose the Motion,2 and TPIC has filed a Reply.3 Also before the Court

is a Motion for Partial Summary Judgment on Maritime Contract Classification, filed

by TPG Claimants.4 TPIC has filed an Opposition,5 and TPG Claimants have filed a

Reply.6

After careful consideration of the parties’ memoranda, the record, and the

applicable law, the Court GRANTS IN PART AND DENIES IN PART TPIC’s

Motion for Summary Judgment7 and DENIES AS MOOT TPG Claimants’ Motion

for Partial Summary Judgment on Maritime Contract Classification.8

1 R. Doc. 81.

2 R. Doc. 85.

3 R. Doc. 86.

4 R. Doc. 144.

5 R. Doc. 160.

6 R. Doc. 178.

7 R. Doc. 81.

8 R. Doc. 144.

I. FACTUAL AND PROCEDURAL BACKGROUND

The Court, in a previous Order and Reasons, has detailed the factual

background at length in this matter.9 The Court therefore provides the factual

background only as necessary to the instant Motion.

This action for exoneration from or limitation of liability arises out of an April

10, 2024 allision involving the Vessel LA 939510 on the inland waters of Plaquemines

Parish, Louisiana.11 At all times pertinent, TPIC owned and operated South Pass 24

(“SP-24”), a fixed oil and gas production platform located on the inland waters of

Plaquemines Parish, Louisiana.12 David Hayes, an employee of The Production

Group, LLC,13 and George Walcott, and employee of Taylors International Services,

were assigned to work on SP-24.14

On the morning of the incident, David Hayes and George Walcott conducted a

routine crew shift transfer.15 David Hayes operated the Vessel – a small aluminum

hull crew boat owned by TPIC – and departed from SP-24 to a dock in Venice,

9 See R. Doc. 91.

10 Vessel La 9395 is also referred to as the M/V SYDNEY. See R. Doc. 73-1 at p. 2. The Court will refer

to it as the “Vessel” throughout this Order and Reasons.

11 R. Doc. 73-1 at p. 2.

12 R. Doc. 85-1 at p. 2. More specifically, TPIC’s SP-24 is located on State Lease No. 1923 within

Louisiana’s territorial waters. Id. at p. 3.

13 The Court has previously ruled on TPG Claimants’ Moton for Partial Summary Judgment on

Borrowed Servant Status. See R. Doc. 228. The Court’s reference to Hayes as an employee of The

Production Group in this Order is not intended to change the Court’s ruling on Hayes’ borrowed

servant status.

14 R. Doc. 81-2 at p. 1; R. Doc. 85 at p. 2; R. Doc. 85-1 at p. 3. The Court makes no determination on

the contested “borrowed servant” status relating to David Hayes’ employment.

15 R. Doc. 85 at p. 2.

Louisiana.16 George Walcott was one of the passengers in the Vessel.17 During the

voyage to Venice, the Vessel allided with a submerged obstruction in the water,

allegedly causing injuries to George Walcott.18

At the time of the allision, TPIC and The Production Group, LLC were

operating under a Master Services Agreement (“MSA”) that was executed on June 1,

2019.19 The MSA, in pertinent part, provides as follows:20

Company: TEXAS PETROLEUM INVESTMENT COMPANY

. . . .

Contractor: ES&H PRODUCTION GROUP, LLC

. . . .

WHEREAS, Company is engaged in the business of exploration,

development and operation of oil and gas wells for others, or for its own

account, or is engaged in the production of oil and gas, and in the course

of such operations regularly and customarily enters into contracts with

independent contractors for performance of service thereto; and

. . . .

11.3 This Agreement shall be governed, construed and interpreted in

accordance with the Laws of the State of Louisiana, Texas or Mississippi

as determined by where the work is performed. 21

16 R. Doc. 85 at p. 2; R. Doc. 85-1 at p. 3.

17 R. Doc. 85 at p. 2. The Court acknowledges that there were other passengers in the Vessel at the

time of the accident. Id. at pp. 2–3. The Court only references George Walcott for the sake of

convenience.

18 R. Doc. 85 at p. 3.

19 R. Doc. 81-4 at p. 2; R. Doc. 12-1.

20 It is undisputed that “TPG’s predecessor, E&H Production Group, LLC, entered into the MSA with

TPIC on June 1, 2019[]” and that “E&H Production Group, LLC was subsequently acquired by TPG.”

R. Doc. 85-1 at p. 3. Therefore, the Court, when interpreting the MSA, substitutes ES&H Production

Group, LLC with The Production Group, LLC.

21 R. Doc. 12-1 at pp. 1, 10–11, 14.

On September 26, 2024, TPIC filed a Complaint for Exoneration from or

Limitation of Liability in this Court.22 Thereafter, on March 27, 2025, TPG Claimants

filed an Amended Answer and Claim to Texas Petroleum Investment Company’s

Complaint for Exoneration from or Limitation of Liability, in which the TPG

Claimants state as follows:

The TPG Parties aver that the injuries and damages alleged by George

Walcott and Evelyn Walcott were not caused by the fault, negligence,

acts, omissions or culpable conduct of the TPG Parties, but were caused,

in whole or in part, by the faults, negligent acts, omissions or culpable

conduct of Petitioner and/or their employees, agents, servants and/or

other persons, for none of whom the TPG Parties are liable.

. . . .

To the extent the TPG Parties are held liable for the injuries alleged by

the Walcotts, the TPG Parties are entitled to complete non-contractual

indemnity and/or contribution from Petitioner, pursuant to the General

Maritime Law, because of its negligent contribution to the event leading

to any such liability, together with interest, costs, and attorneys’ fees.

. . . .

The TPG Parties further assert that they are entitled to contractual

defense and indemnity from Petitioner pursuant to the master services

agreement dated June 1, 2019 . . . .23

On April 3, 2025, TPIC filed an Answer to TPG Claimants’ Amended Answer

and Claim, whereby TPIC denied TPG Claimants’ allegations of entitlement to

contractual defense and indemnity and non-contractual indemnity and/or

contribution under the MSA.24

22 R. Doc. 1.

23 R. Doc. 12 at p. 13.

24 R. Doc. 13 at p. 4.

TPIC filed the instant Motion for Summary Judgment on November 25, 2025.25

TPIC seeks summary judgment dismissing TPIG Claimants’ claims for non-

contractual indemnity and/or contribution and for contractual defense and indemnity

pursuant to the MSA.26 As an initial matter, TPIC asserts that Louisiana law applies

to the instant dispute for two reasons.27 First, TPIC alleges that the domiciles of the

parties involved, the subject matter of the MSA, the place of performance under the

MSA, and the public policy of Louisiana all favor applying Louisiana law.28 Second,

TPIC asserts that the MSA’s choice of law provision dictates that Louisiana law must

apply to the suit.29

Under the above premise, TPIC argues that TPG Claimants’ claim for

contractual defense and indemnity is prohibited under the Louisiana law, specifically

the Louisiana Oilfield Anti-Indemnity Act (“LOAIA”).30 TPIC contends that the

LOAIA is applicable to the instant dispute because the MSA “is one involving the

exploration and production of oil and gas from a fixed structure situated in the State

of Louisiana.”31 No exception to the LOAIA applies, according to TPIC.32 TPIC

submits that The Production Group, LLC has not paid to be named an additional

insured on TPIC’s liability insurance policy, and “[a] review of the TPIC/TPG MSA

25 R. Doc. 81.

26 R. Doc. 81-2 at p. 1.

27 Id. at p. 4.

28 Id.

29 Id. at p. 5.

30 Id. at p. 3.

31 Id. at p. 7.

32 Id.

reveals, there is no ‘Marcel’ and in fact no insuring provision whatsoever in the MSA

whereby TPG can be named an additional insured on TPIC’s policy . . . .”33

As to TPG Claimants’ non-contractual indemnity and/or contribution claim,

TPIC asserts that Louisiana Civil Code article 2324 has eliminated any legal basis

for non-contractual indemnity and/or contribution pertaining to joint tortfeasors.34

Additionally, TPIC contends that “[t]he availability of indemnity under maritime law

is extremely limited[]” and that “only a handful of viable tort indemnity theories

remain.”35 Because TPG Claimants are ordinary defendants whose fault is

quantifiable, as opposed to mere non-negligent defendants, TPIC alleges that “there

is no legal basis on which a claim for non-contractual contribution for indemnity can

be maintained against TPIC.”36 Thus, according to TPIC, it is entitled to summary

judgment on both TPG Claimants’ contractual defense and indemnity and non-

contractual indemnity and/or contribution claims.37

TPG Claimants oppose the Motion, asserting that “the [M]otion fails for two

independent reasons.”38 According to TPG Claimants:

First, TPIC never conducts the threshold maritime contract analysis

required by the Fifth Circuit. Under In re Larry Doiron, Inc., a court

must classify the contract as maritime or nonmaritime as a threshold

matter because that determination dictates whether maritime law or

state law (such as LOAIA) governs the indemnity provision. The MSA

here contains numerous maritime-specific provisions—such as

Protection and Indemnity insurance, LHWCA/OCSLA extensions,

vessel-related risk allocations, and unseaworthiness language—

33 Id.

34 Id. at pp. 8–9.

35 Id. at p. 9.

36 Id. at p. 12.

37 Id. at p. 13.

38 R. Doc. 85 at p. 1.

reflecting the parties’ expectation that vessel operation would be part of

the contracted work. Consistent with those terms, TPG operators

routinely operated TPIC’s vessels as part of their assigned work, and the

allision giving rise to this litigation occurred while a TPG operator was

navigating a TPIC vessel on navigable waters. At a minimum, genuine

issues of material fact exist regarding maritime status. Because TPIC

has not established that Louisiana law governs the MSA, it has not

satisfied the legal predicate necessary to invoke LOAIA, and its motion

therefore fails under the framework it advances.

Second, even assuming Louisiana law applied, TPIC’s motion is

premature. Under Meloy v. Conoco, Inc., and consistent with recent

Eastern District of Louisiana decisions applying Meloy, an indemnity

provision cannot be voided under LOAIA until the indemnitee’s fault

has been adjudicated. No such determination has been made here, and

significant factual issues remain unresolved—including whether David

Hayes was TPIC’s borrowed servant at the time of the allision, a finding

that would directly affect whose negligence, if any, is at issue. Until

these factual matters are resolved, any LOAIA analysis is not ripe for

summary judgment.39

Further, pertaining to TPIC’s request to dismiss their non-contractual indemnity

and/or contribution claims, TPG Claimants contend that “TPG is not seeking to shift

liability for its own alleged negligence onto TPIC. Nor is TPG asserting a right to non-

contractual indemnity in the traditional, now-defunct sense. Instead, TPG’s position

is straightforward: each party should ultimately bear the percentage of fault assigned

to it by the factfinder.”40 Moreover, TPG Claimants assert that “[u]ntil the factfinder

resolves whose conduct caused the alleged injury, and to what extent, any request to

dismiss TPG’s apportionment-based contribution claim is premature.”41 Therefore,

according to TPG Claimants, the instant Motion should be denied.42

39 Id. at pp. 1–2.

40 Id. at p. 16.

41 Id. at p. 16.

42 Id. at p. 2.

TPIC, in Reply, asserts that the MSA is not a maritime contract.43 As explained

by TPIC:

TPG agrees that the platform upon which Mr. Hayes, a platform

production operator, was employed is a fixed structure situated in

Louisiana State waters. The MSA also stipulates that TPIC, through the

platform, was engaged in the production of oil and gas.

. . . .

These factors alone should evidence a strong lean towards non-maritime

status. TPG urges the MSA contemplates utilization of vessels for the

services to be provided by TPG. No, it doesn't. There is no reference

anywhere in the MSA whereby TPG is obliged to provide vessel or vessel

services pursuant to the contract as required by Doiron. The only

reference in the MSA to vessels as to TPG is that if TPG is to supply a

vessel in connection with its services, which it did not, then it was to

acquire marine related coverages to insure those activities, which it did

not. The only actual service TPG provided to TPIC was to supply

production operators, such as Mr. Hayes to assist in the production of

oil and gas from a fixed platform located in Louisiana . . . .44

Therefore, TPIC argues that the MSA is not maritime in nature but instead pertains

to oil and gas, leading to the application of the LOAIA.45 Further, TPIC contends that

even if the MSA can be classified as a maritime contract, the MSA’s choice of law

provision applying Louisiana law is valid and enforceable under federal maritime

law.46

Applying Louisiana law to TPG Claimants’ contractual defense and indemnity

claim, TPIC asserts that TPG Claimants’ defense of prematurity is no longer viable

under recent Louisiana Supreme Court precedent.47 As to TPG Claimants’ non-

43 R. Doc. 86.

44 Id. at p. 2 (emphasis original).

45 Id. at p. 3.

46 Id. at p. 6.

47 Id. at p. 10.

contractual indemnity and/or contribution claim, “TPIC agrees that under the

General Maritime Law, each party bears the percentage of fault assigned to it and

TPIC is well mindful of that consideration. Thus, as stated in TPIC's original motion,

the law does not allow for the claim being asserted by TPG for non-contractual

contribution/indemnity.”48 Accordingly, TPIC reiterates that it is entitled to

summary judgment.49

II. LEGAL STANDARD

Summary judgment is appropriate under Federal Rule of Civil Procedure 56

“if the movant shows that there is no genuine dispute as to any material fact and the

movant is entitled to judgment as a matter of law.”50 A dispute is “genuine” if it is

“real and substantial, as opposed to merely formal, pretended, or a sham.”51 Further,

a fact is “material” if it “might affect the outcome of the suit under the governing

law.”52 When assessing whether a genuine dispute regarding any material fact

exists, the Court considers “all of the evidence in the record but refrain[s] from

making credibility determinations or weighing the evidence.”53 While all reasonable

inferences must be drawn in favor of the nonmoving party, a party cannot defeat

summary judgment with conclusory allegations, unsubstantiated assertions, or “only

48 Id. at p. 8.

49 Id. at p. 10.

50 FED. R. CIV. P. 56(a); Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986); Anderson v. Liberty Lobby,

Inc., 477 U.S. 242, 247 (1986).

51 Bazan ex rel. Bazan v. Hidalgo Cnty., 246 F.3d 481, 489 (5th Cir. 2001) (citing Wilkinson v. Powell,

149 F.2d 335, 337 (5th Cir. 1945)).

52 Anderson, 477 U.S. at 248.

53 Delta & Pine Land Co. v. Nationwide Agribusiness Ins. Co., 530 F.3d 395, 398-99 (5th Cir. 2008)

(citations omitted).

a scintilla of evidence.”54 Instead, summary judgment is appropriate if a reasonable

jury could not return a verdict for the nonmoving party.55

If the dispositive issue is one on which the moving party will bear the burden

of proof at trial, the moving party “must come forward with evidence which would

entitle it to a directed verdict if the evidence went uncontroverted at trial.”56 The

non-moving party can then defeat summary judgment by either submitting evidence

sufficient to demonstrate the existence of a genuine dispute of material fact or by

“showing that the moving party’s evidence is so sheer that it may not persuade the

reasonable fact-finder to return a verdict in favor of the moving party.”57 If, however,

the nonmoving party will bear the burden of proof at trial on the dispositive issue,

the moving party may satisfy its burden by merely pointing out that the evidence in

the record is insufficient with respect to an essential element of the nonmoving

party’s claim.58 The burden then shifts to the nonmoving party who must go beyond

the pleadings and, “by her own affidavits, or by the ‘depositions, answers to

interrogatories, and admissions on file,’ designate ‘specific facts showing that there

is a genuine issue for trial.’”59

54 Id. (quoting Little v. Liquid Air Corp., 37 F.3d 1069, 1075 (5th Cir. 1994)) (internal quotations

omitted).

55 Id. at 399 (citing Anderson, 477 U.S. at 248).

56 Int’l Shortstop, Inc. v. Rally’s, Inc., 939 F.2d 1257, 1264-65 (5th Cir. 1991).

57 Id. at 1265.

58 See Celotex, 477 U.S. at 322-23.

59 Id. at 324 (quoting FED. R. CIV. P. 56(e)).

III. ANALYSIS

TPIC seeks summary judgment on TPG Claimants’ contractual defense and

indemnity and non-contractual indemnity and/or contribution claims.60 The Court

first resolves whether Louisiana law or general maritime law applies. The Court then

addresses TPG Claimants’ non-contractual indemnity and/or contribution claim. For

the reasons set forth below, the Court finds that Louisiana law applies in interpreting

the MSA and that TPIC is entitled to summary judgment on TPG Claimants’ non-

contractual indemnity and/or contribution claim.

A. Louisiana law applies to the MSA.

As a threshold issue, the Court must first resolve whether Louisiana law or

general maritime law is applicable to the instant dispute. TPIC asserts that

regardless of whether the MSA is classified as maritime or non-maritime in nature,

the MSA’s forum selection clause dictates that Louisiana law will apply to the MSA.61

TPG Claimants, in turn, contend that the MSA should be classified as maritime,

thereby triggering the application of general maritime law to the MSA.62 As explained

below, the Court finds that Louisiana law applies to the MSA regardless of whether

the MSA is classified as non-maritime or maritime.

60 R. Doc. 81.

61 R. Docs. 81 and 86.

62 R. Doc. 85.

1. Non-Maritime

If the MSA is classified as non-maritime, Louisiana law would apply either

through the Outer Continental Shelf Lands Act or from Book IV of the Louisiana Civil

Code. The Court takes each in turn.

The Outer Continental Shelf Lands Act (“OCSLA”) applies state law as

surrogate federal law under three conditions: “(1) The controversy must arise on a

situs covered by OCSLA (i.e. the subsoil, seabed, or artificial structures permanently

or temporarily attached thereto)[;] (2) Federal maritime law must not apply of its own

force[;] [and] (3) The state law must not be inconsistent with Federal law.”63 As to the

first element:

[A] contractual indemnity claim (or any other contractual dispute) arises

on an OSCLA situs if a majority of the performance called for under the

contract is to be performed on stationary platforms or other OCSLA

situses enumerated in 43 U.S.C. § 1333(a)(2)(A). It is immaterial

whether the underlying incident that triggers the indemnity obligation

occurs on navigable waters or on a platform or other OSCLA situs.64

The parties dispute the second element – whether federal maritime law applies on its

own force.65 Lastly, regarding the third element, the Fifth Circuit has held that

“[n]othing in LOIA is inconsistent with federal law . . . .”66

If all three elements are met, the OCSLA is applicable and “supersedes the

normal choice-of-law rules that the forum would apply, requiring courts to apply the

63 Union Texas Petroleum Corp. v. PLT Engineering, Inc., 895 F.2d 1043, 1047 (5th Cir. 1990).

64 Grand Isle Shipyard, Inc. v. Seacor Marine, LLC, 589 F.3d 778, 788 (5th Cir. 2009).

65 See R. Docs. 81, 85, and 86. TPIC asserts that maritime law does not apply on its own force, and

therefore Louisiana law governs the instant dispute. TPG Claimants, however, argue that federal

maritime law governs the instant dispute.

66 Tetra Technologies, Inc. v. Continental Ins. Co., 814 F.3d 733, 742 (5th Cir. 2016)(citing Grand Isle

Shipyard, Inc. v. Seacor Marine, LLC, 589 F.3d 778, 789 (5th Cir. 2009)).

‘civil and criminal laws of [the] adjacent state.’”67 It is undisputed that TPIC’s South

Pass 24 is a fixed platform located within the territorial waters of the State of

Louisiana.68 Therefore, assuming arguendo that all three OCSLA elements are

satisfied, then the law of Louisiana, as the “adjacent state,” would apply as the

surrogate federal law. This is true even where the parties contract for a choice-of-law

provision, as “[b]oth federal and Louisiana state courts routinely disregard choice-of-

law provisions in master service contracts when OCSLA requires the application of

adjacent law.”69 However, as explained below, because the choice of law provision in

the MSA chooses Louisiana law, there is no conflict between the OCSLA and the

choice-of-law provision – both lead to the application of Louisiana law.70

However, if the OCSLA is not applicable and the MSA is not classified as

maritime, the Court would turn to the MSA’s choice of law provision.71 Article 11.3 of

the MSA provides that “[t]his Agreement shall be governed, construed and

interpreted in accordance with the Laws of the State of Louisiana, Texas or

Mississippi as determined by where the work is performed.”72

Here, the allision occurred during a routine crew change transit leaving TPIC’s

SP-24 – a fixed platform located in the territorial waters of Louisiana.73 David Hayes,

the operator of the Vessel, was “assigned to TPIC’s operations at the South Pass 24

67 Cardoso-Gonzalez v. Anadarko Petroleum Corporation, 326 F. Supp. 3d 273, 280 (E.D. La. June 20,

2018)(Morgan, J.)(quoting 43 U.S.C. § 1333(a)(2)(A)).

68 R. Doc. 85-1 at p. 3.

69 Cardoso-Gonzalez, 326 F. Supp. 3d at 281.

70 See, e.g., Matte v. Zapata Offshore Co., 784 F.2d 628 (5th Cir. 1986).

71 R. Doc. 85-2 at p. 14.

72 Id.

73 R. Doc. 85-1 at p. 3.

field as a production operator furnished by TPG pursuant to the MSA.”74 George

Walcott, the allegedly injured party, was employed as a steward aboard TPIC’s SP-

24.75 Moreover, TPIC has a significant Louisiana presence as the owner and operator

of SP-24.76 Accordingly, the work performed under the MSA was in Louisiana, and

Louisiana law governs the MSA.

“Under Louisiana law, contractual choice-of-law provisions are presumed

valid, unless the chosen law ‘contravenes the public policy’ of the state whose law

would otherwise apply.”77 “[T]he word ‘state’ denotes, as may be appropriate: the

United States . . . .”78 Put another way, “[w]ith regard to matters governed by federal

law, the United States may also be considered a ‘state[.]’”79 To that end, the Fifth

Circuit has determined that “[i]n the absence of a choice of law clause, the

construction of indemnity provisions in a contract involving maritime obligations is

governed by maritime law.”80 Under maritime law, choice-of-law provisions are

presumptively enforceable except when the chosen law would contravene a federal

statute, conflict with a federal maritime policy, or when the parties cannot provide a

reasonable basis for the chosen jurisdiction.81 For the reasons set forth infra Part.

III.A.2, the Court finds that the MSA’s choice of law provision is valid and enforceable

under maritime law. Therefore, the Court finds that Louisiana law would apply if the

74 R. Doc. 85 at p. 3.

75 R. Doc. 85-1 at p. 3.

76 R. Doc. 81-2 at p. 4.

77 U.S. Alliance Group, Inc. v. Cardtronics USA, Inc., 649 F. Supp. 3d 233, 239–40 (E.D. La. Jan. 9,

2023)(Vance, J.)(quoting LA. CIV. CODE art. 3540).

78 LA. CIV. CODE art. 3516.

79 LA. CIV. CODE art. 3516, 1991 Revision Comments.

80 Stoot v. Fluor Drilling Services, Inc., 851 F.2d 1514, 1517 (5th Cir. 1988)(gathering authority).

81 Great Lakes Insurance SE v. Raiders Retreat Realty Co., LLC, 601 U.S. 65, 76 (2024).

MSA was non-maritime and regardless of whether the OCSLA applied. The Court

now considers whether the MSA is classified as a maritime contract.

2. Maritime

“Maritime law applies to contractual indemnity provisions when the contract

is a maritime contract.”82 The Fifth Circuit has enumerated a two-prong test to

determine whether a contract is maritime, thereby subjecting a contract to general

maritime law:

First, is the contract one to provide services to facilitate the drilling or

production of oil and gas on navigable waters? . . . Second, if the answer

to the above question is “yes,” does the contract provide or do the parties

expect that a vessel will play a substantial role in the completion of the

contract? If so, the contract is maritime in nature.83

“An affirmative answer to both questions is necessary before the label ‘maritime’ may

be applied to the contract.”84

The Fifth Circuit has routinely stated that “‘[u]nder federal maritime choice of

law rules, contractual choice of law provisions are generally recognized as valid and

enforceable.’”85 “The parties’ choice of law clause in an admiralty case will govern

‘unless the [chosen] state has no substantial relationship to the parties or the

transaction or the state’s law conflicts with the fundamental purposes of maritime

law.’”86 Most recently and most importantly, the Supreme Court unanimously held

82 Cantium, LLC v. FDF Energy Services, LLC, 736 F.Supp.3d 422, 428 (E.D. La. June 7, 2024)(Fallon,

J.)(citing In re Larry Doiron, Inc., 879 F.3d 568, 571 (5th Cir. 2018) (en banc)).

83 In re Larry Doiron, Inc., 879 F.3d at 576.

84 In re Crescent Energy Services, L.L.C. for Exoneration from or Limitation of Liability, 896 F.3d 350,

355 (5th Cir. 2018).

85 St. Paul Fire & Marine Ins. Co. v. Board of Com’rs of Port of New Orleans, 418 Fed. Appx. 305, 309

(5th Cir. 2011)(quoting Great Lakes Reinsurance (UK) PLC v. Durham Auctions, Inc., 585 F.3d 236,

242 (5th Cir. 2009)).

86 Id. (quoting Stoot v. Fluor Drilling Servs., Inc., 851 F.2d 1514, 1517 (5th Cir. 1988)).

that “[a]s a matter of federal maritime law, choice-of-law provisions in maritime

contracts are presumptively enforceable[,]” with two narrow exceptions.87 First,

“courts should disregard choice-of-law clauses in otherwise valid maritime contracts

when the chosen law would contravene a controlling federal statute . . . or conflict

with an established federal maritime policy . . . .”88 Second, “courts may disregard

choice-of-law clauses when parties can furnish no reasonable basis for the chosen

jurisdiction.”89

Here, even assuming arguendo that the MSA is maritime in nature, the Court

finds that the MSA’s choice of law provision is valid and enforceable under federal

maritime law. The pertinent proviso in the MSA provides that the MSA “shall be

governed, construed and interpreted in accordance with the Laws of the State of

Louisiana, Texas or Mississippi as determined by where the work is performed.”90 As

explained above, Louisiana is where the work at issue under the MSA was performed.

Accordingly, the MSA’s choice of law provision is presumptively enforceable unless

the chosen law (i.e., Louisiana) would contravene a federal statute or conflict with

federal maritime policy or if the parties can furnish no reasonable basis for the chosen

law (i.e., Louisiana).91

As to the first exception, the Fifth Circuit determined that the LOAIA “does

not conflict with any fundamental purpose of maritime law. The Statute neither

87 Great Lakes Insurance SE v. Raiders Retreat Realty Co., LLC, 601 U.S. 65, 76 (2024).

88 Id.

89 Id.

90 R. Doc. 85-2 at p. 14.

91 Great Lakes Insurance SE, 601 U.S. at 76.

conflicts with nor is it preempted by federal maritime law.”92 Thus, “[b]ecause

Louisiana's Anti–Indemnity Statute does not conflict with any fundamental purpose

of maritime law, Louisiana law controls the rights of the parties here as they agreed

it should.”93

As to the second exception—where the parties can furnish no reasonable basis

for the chosen jurisdiction—Louisiana has a substantial relationship to the partes in

this instant dispute. TPIC owns SP-24, which is “located in the inland waters of

Plaquemines Parish, Louisiana.”94 The allision occurred in the territorial jurisdiction

of Louisiana.95 The Production Group, LLC is “a limited liability company organized

under the laws of the State of Louisiana[,]” and “David Hayes is [a] natural person

and citizen of the state of Louisiana.”96 In addition to this factual nexus to Louisiana,

the Fifth Circuit has “recognized the strength of Louisiana’s interest in applying the

Anti–Indemnity Statute.”97 Thus, because no exceptions to enforcing the MSA’s

choice of law provisions apply, the MSA’s choice of law proviso selecting Louisiana

law is valid and enforceable under federal maritime law.98

92 Stoot v. Fluor Drilling Services, Inc., 851 F.2d at 1518; see also Tetra Technologies, Inc., 814 F.3d at

742 (citing Grand Isle Shipyard, Inc. v. Seacor Marine, LLC, 589 F.3d 778, 789 (5th Cir. 2009)).

93 Stoot, 851 F.2d at 1518.

94 R. Doc. 85-1 at p. 2.

95 R. Doc. 85 at p. 3; R. Doc. 85-1 at p. 3.

96 R. Doc. 12 at p. 9. The Court acknowledges that, confusingly, TPG admitted that it is a “Louisiana

corporation with its principal place of business located in Houma, Louisiana.” R. Doc. 85-1 at p. 2. This

appears to be an oversight, as the record reflects that The Production Group is an LLC. See R. Doc. 12.

As this Court has Admiralty and Maritime jurisdiction pursuant to 28 U.S.C. § 1333, Rule 9(h) of the

Federal Rules of Civil Procedure and pursuant to the Limitation of Liability Act, 46 U.S.C. § 30501 et

seq, it is of no moment whether TPG is a corporation or an LLC.

97 Stoot, 851 F.2d at 1518 (citing Matte v. Zapata Offshore Co., 784 F.2d 628 (5th Cir.1986)).

98 This renders as moot TPG Claimants’ Motion for Partial Summary Judgment on Maritime Contract

Classification. R. Doc. 144. In that Motion, TPG argues that classification of the MSA as non-maritime

or maritime “determines whether the agreement’s indemnity provisions are governed by federal

maritime law or instead by the Louisiana Oilfield Anti-Indemnity Act.” R. Doc. 144-2 at p. 1. As

B. TPIC is entitled to summary judgment on TPG Claimants’ claim for

non-contractual indemnity and/or contribution.

Having determined that Louisiana applies regardless of whether the MSA is

non-maritime or maritime, the Court turns to the merits.99 TPIC asserts that it is

entitled to summary judgment on TPG Claimants’ claim for non-contractual

indemnity and/or contribution, as both Louisiana law and general maritime law

provide no legal right to claim non-contractual indemnity or contribution in this

matter.100 TPG Claimants, in turn, assert that although “courts have largely

eliminated traditional non-contractual indemnity among joint tortfeasors in favor of

comparative fault[,]” TPG is not asserting a non-contractual indemnity claim “in the

traditional, now-defunct sense” but instead are claiming that “each party should

ultimately bear the percentage of fault assigned to it by the factfinder.”101

Accordingly, TPG Claimants contend that “[c]ontribution and the allocation of fault

among responsible actors are entirely consistent with both maritime comparative-

fault principles and Louisiana law.”102

The Court finds that, under Louisiana law, TPIC is entitled to judgment as a

matter of law regarding TPG Claimants’ non-contractual indemnity and/or

contribution claim. “When a party seeks a non-contractual right to indemnification,

explained in the Order and Reasons herein, the MSA’s choice of law provision selecting Louisiana law

is valid and enforceable under federal maritime law. Therefore, the Court denies as moot TPG

Claimants’ Motion for Partial Summary Judgment on Maritime Contract Classification because

Louisiana law applies regardless of whether the MSA is non-maritime or maritime. R. Doc. 144.

99 In a separate Order and Reasons, the Court has determined that any determination as to the

enforceability of the contractual indemnity provisions in an MSA is premature under the LOAIA, as

there has not yet been a finding of liability as to any indemnitee.

100 R. Doc. 81-2 at pp. 8–9.

101 R. Doc. 85 at p. 16.

102 Id.

as is the situation here, ‘the body of law establishing the indemnitee’s primary

liability governs his claim for indemnity or contribution against a third party.’”103

Further, “if the parties have included an enforceable choice of law clause in their

contract, the law that the parties have chosen will govern the claim for contribution

or indemnity.”104 Therefore, having previously determined that Louisiana law

governs the contractual defense and indemnity claim, the Court turns to Louisiana

law to analyze TPG Claimants’ non-contractual indemnity and/or contribution claim.

Under Louisiana law, “[i]ndemnity shifts the entire loss from a tort-feasor only

technically or constructively at fault to one primarily responsible for the act that

caused the damage.”105 “The obligation to indemnify may be express, as in a

contractual provision, or may be implied in law, even in the absence of an indemnity

agreement.”106

“Louisiana law allows claims for tort indemnity only when the third-party

plaintiff's negligence is passive or its fault is only technical or theoretical.”107 “In the

absence of an express contractual provision, a claim for legal indemnity “arises only

when the fault of the person seeking indemnification is solely constructive or

derivative, from failure or omission to perform some legal duty, and may only be had

against one who, because of his act, has caused such constructive liability to be

103 Champagne v. Nautical Offshore Corp., No. Civ.A. 01-3123, 2002 WL 31387134, at *3 (E.D. La. Oct.

22, 2002)(Vance, J.)(quoting Marathon Pipe Line Co. v. Drilling Rig ROWAN/ODESSA, 761 F.2d 229,

235 (5th Cir. 1985)).

104 Hardy v. Gulf Oil Corp., 949 F.2d 826, 830 n.7 (5th Cir. 1992).

105 Green v. TACA Intern. Airlines, 304 So. 2d 357, 359 (La. 1974).

106 Nassif v. Sunrise Homes, Inc., 98-3193, p. 3 (La. 6/29/99), 739 So. 2d 183, 185.

107 Lombard v. New Orleans Naval Support Activity, No. Civ.A.03–3020, Civ.A.04–2296., 2004 WL

2988483, at *5 (E.D. La. Dec. 10, 2004)(Africk, J.)(citing Threlkeld v. Haskins Law Firm, 922 F.2d

265, 267 (5th Cir.1991)).

imposed.”108 “As such, a party who is actually negligent or actually at fault cannot

recover tort indemnity.”109

Here, in their Amended Answer and Claim, TPG Claimants asserts as to the

following:

The TPG Parties aver that the injuries and damages alleged by George

Walcott and Evelyn Walcott were not caused by the fault, negligence,

acts, omissions or culpable conduct of the TPG Parties, but were caused,

in whole or in part, by the faults, negligent acts, omissions or culpable

conduct of Petitioner and/or their employees, agents, servants and/or

other persons, for none of whom the TPG Parties are liable.

. . . .

To the extent the TPG Parties are held liable for the injuries alleged by

the Walcotts, the TPG Parties are entitled to complete non-contractual

indemnity and/or contribution from Petitioner, pursuant to the General

Maritime Law, because of its negligent contribution to the event leading

to any such liability, together with interest, costs, and attorneys’ fees.110

Based on the above assertions, TPG Claimants are not entitled to non-contractual

tort indemnity. TPG Claimants assert that the injuries to the Walcotts were caused,

in whole or in part by the “faults,” “negligent acts,” or “culpable conduct” of TPIC.111

Thus, because, “the fault alleged against the would-be indemnitee is actual or active,

tort indemnity is unavailable.”112 Summary judgment is thus granted in favor of

TPIC as to TPG Claimants’ non-contractual indemnity claim.

108 425 Notre Dame, LLC v. Kolbe & Kolbe Mill Work Co., Inc., 151 F. Supp. 3d 715, 721 (E.D. La. Dec.

16, 2015)(Barbier, J.)(citation modified).

109 Hamway v. Braud, 2001-2364, p. 4 (La.App. 1 Cir. 11/8/02), 838 So. 2d 803, 806.

110 R. Doc. 12 at p. 13.

111 Id.

112 Snyder v. Asercion, Civil Action No. 13–4752, 2013 WL 6004052, at *4 (E.D. La. Nov. 13,

2013)(Berrigan, J.).

Nor is contribution available to TPG Claimants. “Contribution permits a

tortfeasor who has paid more than his share of a solidary obligation to seek

reimbursement from the other tortfeasors for their respective shares of the judgment,

which shares are proportionate to the fault of each.”113 Therefore, “[c]ontribution is

allowed only among tortfeasors who are solidarily liable.”114 Louisiana Civil Code art.

2324 “only permits intentional or willful tortfeasors to be held liable in solido.”115

Thus, because TPG Claimants have not asserted an intentional tort against TPIC,

solidary liability cannot exist between TPIC and TPG Claimants.116 Therefore, the

Court grants summary judgment insofar as TPG Claimants assert a non-contractual

claim for contribution.

Although TPG Claimants do not have a claim for non-contractual indemnity

and/or contribution, they are not without recourse. “Absent a valid claim for tort

indemnity, comparative fault principles apply in this case.”117 Louisiana Civil Code

art. 2323(A)(1) provides that:

In any action for damages where a person suffers injury, death, or loss,

the degree or percentage of fault attributable to all persons causing or

contributing to the injury, death, or loss shall be determined, regardless

of whether the person is a party to the action or a nonparty, and

regardless of the person's insolvency, ability to pay, immunity by statute

. . . .118

113 425 Notre Dame, LLC v. Kolbe & Kolbe Mill Work Co., Inc., 151 F. Supp. 3d 715, 721 (E.D. La. Dec.

16, 2015)(Barbier, J.)(citation modified).

114 Fucich Contracting, Inc. v. Shread-Kuyrkendall and Associates, Inc., Civil Action No. 18-2885, 2019

WL 6877646, at * 7 (E.D. La. Dec. 17, 2019)(Ashe, J.)(citation modified).

115 Id. (citing LA. CIV. CODE art. 2324).

116 See R. Doc. 12.

117 Lombard, 2004 WL 2988483, at *10.

118 LA. CIV. CODE art. 2323(A)(1).

Further, as explained by the Louisiana Supreme Court:

[T]he language of Article 2324(B) is equally clear. It provides that in

non-intentional cases, liability for damages caused by two or more

persons shall be a joint and divisible obligation. Each joint

tortfeasor shall not be liable for more than his degree of fault and shall

not be solidarily liable with any other person for damages attributable

to the fault of that other person. This provision abolishes solidarity

among non-intentional tortfeasors, and makes each non-intentional

tortfeasor liable only for his own share of the fault, which must be

quantified pursuant to Article 2323.119

Applying the above principles, insofar as TPG Claimants assert a non-contractual

tort claim against TPIC, the Court finds that comparative fault is applicable. The

parties agree as much.120

IV. CONCLUSION

For the foregoing reasons,

IT IS HEREBY ORDERED that TPIC’s Motion for Summary Judgment 121

is GRANTED IN PART and DENIED IN PART.

IT IS FURTHER ORDERED that TPIC’s Motion for Summary Judgment122

is DENIED as to TPG Claimants’ contractual indemnity and defense claims as set

forth in a separate Order and Reasons.

119 Dumas v. State ex rel. Dept. of Culture, Recreation & Tourism, 2002-0563, pp. 11 – 12 (La. 10/15/02),

828 So. 2d 530, 537.

120 See R. Doc. 85 at p. 16 (“TPG’s position is straightforward: each party should ultimately bear the

percentage of fault assigned to it by the factfinder.”); R. Doc. 86 at p. 8 (“TPIC agrees that under the

General Maritime Law, each party bears the percentage of fault assigned to it and TPIC is well mindful

of that consideration.”).

121 R. Doc. 81.

122 Id.

IT IS FURTHER ORDERED that TPIC’s Motion for Summary Judgment!23

is GRANTED as to TPG Claimants’ claims for non-contractual indemnity and/or

contribution.

IT IS FURTHER ORDERED that TPG Claimants’ Motion for Partial

Summary Judgment on Maritime Contract Classification is DENIED AS MOOT.

New Orleans, Louisiana, May 17, 2026.

WENDY ‘fated

United States District Judge

123 Id.

Doe. 144.

23