Key Points

  • The Fifth Circuit held that the master service agreement between Quality Process Services and Whitney Oil and Gas is not a maritime contract, so Louisiana law applies and the Louisiana Oilfield Anti-Indemnity Act voids QPS's indemnity claim.
  • Under the Doiron test, a vessel used to transport workers to a production platform does not play a substantial role in the contract, even when the contractor's own employees drive the vessel.
  • A general-maritime-law choice clause, references to the Jones Act and the limitation statute, and a marine insurance requirement did not make the agreement maritime.
  • Whitney's payment of maintenance and cure to its injured employee after the allision was irrelevant to what the parties expected when they signed the agreement.
  • The court dismissed without prejudice QPS's appeal of the attorney fee ruling because the district court has not yet fixed the amount of the award.

An oilfield labor contractor whose workers piloted boats out to offshore production platforms cannot collect indemnity from the platform owner, a federal appeals court ruled on Oct. 21, because giving workers a ride to the job does not turn an oilfield services contract into a maritime one.

Judge Don R. Willett, writing for a Fifth Circuit panel that included Judges Jones and Southwick, affirmed a bench-trial ruling from the Eastern District of Louisiana. The trial court had held that the 2016 master service agreement between Quality Process Services L.L.C., known as QPS, and Whitney Oil and Gas L.L.C. was not a maritime contract. That classification means Louisiana law governs the agreement, and the Louisiana Oilfield Anti-Indemnity Act voids the provision requiring Whitney to defend and indemnify QPS for injuries to Whitney employees.

The decision applies the test from the Fifth Circuit's 2018 en banc decision in In re Larry Doiron Inc. Under that test, a contract is maritime if it provides services that facilitate drilling or oil-and-gas production on navigable waters and provides, or the parties expect, that a vessel will play a substantial role in completing the contract. The panel held that QPS's operators driving the boats themselves did not satisfy the second requirement. "But providing a ride to work falls short of the 'substantial role' that Doiron requires," Willett wrote.

Whitney produces oil and gas in federal and state waters off the Louisiana coast. Under the agreement, QPS supplied contract laborers, most of them production operators. The operators traveled by vessel to Whitney's platforms, where they read gauges, checked pipes and made sure the wells were flowing.

In 2021, Hurricane Ida shut down Whitney's platforms. On Sept. 27, Whitney employee Kerri Espadron boarded a Whitney vessel driven by Wyatt Boone, a QPS employee, with instructions to authorize construction at a work platform and conduct a pollution check. On the way, the vessel struck a well jacket, and Espadron was seriously injured.

Espadron sued both companies in Louisiana state court. Whitney then filed a federal limitation action, and Espadron intervened. QPS sought indemnity from Whitney under the agreement. After the parties settled Espadron's injury claims, only the indemnity dispute remained, and the district court dismissed it with prejudice after trial.

The trial court found that "the parties did not have a shared expectation that a vessel would play a substantial role in the completion of the contract beyond transportation." It also found that other uses of the vessels, such as serving as temporary work platforms or making pollution checks while the facility was shut in, were "atypical and incidental" to the contracted work.

On appeal, QPS pointed first to the agreement's text. The contract states that "the General Maritime Law of the United States" governs its interpretation, refers to the Shipowners Limitation of Liability Act and the Jones Act, and requires QPS to obtain marine insurance. Willett wrote that "those provisions show that vessels were part of the parties' relationship, but not that they would play a substantial role in QPS's work." Citing the court's 2025 decision in Offshore Oil Services Inc. v. Island Operating Co., the panel held that the choice-of-law clause is irrelevant under Doiron and that the other references were not enough to make the contract maritime.

QPS accepted the rule that vessels used merely to transport workers from shore to a platform do not count. It sought an exception because its employees "were not mere passengers on a vessel being operated by a third party, but rather were actually driving Whitney's vessels to, from, and between offshore wells and platforms in the daily performance of their duties."

"We see no reason for an exception," Willett wrote. Whitney hired QPS to service oil-production platforms, work the court described as not maritime in nature. "The vessels got the operators to that work. Driving them was incidental to the job QPS was hired to perform," the opinion said.

The panel contrasted the facts of In re Crescent Energy Services, a 2018 Fifth Circuit case in which a barge served as the work platform. In that case, essential equipment stayed aboard, the wireline operation was controlled from it and the crew used it for quarters. QPS's operators, by contrast, tied up the vessel and climbed onto the platform or well jacket. The district court had found that "[t]he tasks required of the production operators . . . could not be performed from the vessel."

QPS also argued that oral work orders issued during the Ida shutdown should change the analysis. The panel declined to decide that question. Evidence of how vessels were actually used may matter when the contract terms or the parties' expectations remain unclear, the court said, and here "the parties' expectations were clear: vessels would transport QPS workers to Whitney's platforms but would not play a substantial role in performing the contracted work."

The court rejected QPS's last argument, that Whitney paid Espadron "maintenance and cure," a remedy QPS described as available only to seamen covered by the Jones Act. Espadron worked for Whitney, not for QPS under the agreement, the court noted. "And Whitney's actions after the allision tell us nothing about what the parties expected when they signed the MSA," Willett wrote.

The panel did not reach the merits of QPS's challenge to an attorney fee award. After QPS appealed, Whitney sought fees under the agreement's prevailing-party clause, and the district court held Whitney entitled to fees but put off setting the amount until after the appeal. "Until the amount of the award is fixed, we lack jurisdiction to review it," the court held. The panel also declined to consider an admiralty-appeal statute that QPS invoked first in its reply brief, noting that arguments raised for the first time in a reply brief are generally forfeited and calling QPS's argument "underdeveloped."

The Fifth Circuit affirmed the judgment that the agreement is not maritime and dismissed the fee appeal without prejudice.