# Opinion

> District Court, E.D. Louisiana · May 17, 2026

URL: https://www.frixlaw.com/law-library/cases/11331433

## Case

- **Full name:** In re: In the Matter of Texas Petroleum Investment Company
- **Court:** District Court, E.D. Louisiana
- **Decided:** May 17, 2026
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

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## Opinion text

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

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/11331433. Public record. Not legal advice.