Shared-Expectation Rule for “Substantial Vessel Role” Under Doiron (OCSLA/LOAIA Context)

Case: In re In the Matter of the Complaint of Aries Marine Corporation, and the Ram XVIII for Exoneration from or Limitation of Liability
Court: United States Court of Appeals for the Fifth Circuit
Date: February 9, 2026
Core Holding: A contract is nonmaritime under In re Larry Doiron, Inc. when only one side (here, the platform owner) expects a vessel to play a substantial role; the “substantial vessel role” must be a shared expectation of the contracting parties whose agreement is being characterized.

I. Introduction

Fieldwood Energy LLC (“Fieldwood”) planned repair work on a fixed offshore platform on the Outer Continental Shelf off Louisiana. Fieldwood separately (1) contracted with United Fire and Safety LLC (“United Fire”) for gas freeing and fire watch services under a 2013 Master Services Contract (“MSC”) and (2) chartered a liftboat, the L/B RAM XVIII, from Aries Marine Corporation (“Aries”) to support the repair campaign.

The RAM XVIII listed and capsized while contractors slept aboard. A United Fire employee, Glenn Gibson, asserted personal injury claims in the limitation proceeding filed by Aries. Aries sought defense and indemnity from United Fire by invoking cross-indemnity provisions in the Fieldwood–United Fire MSC (as leveraged through Fieldwood’s contracting structure).

The decisive legal issue was choice of law driven by contract classification: if the Fieldwood–United Fire MSC was a maritime contract, federal maritime law would generally enforce indemnity; if nonmaritime, then under the Outer Continental Shelf Lands Act (“OCSLA”) Louisiana law would apply as surrogate federal law—potentially triggering the Louisiana Oilfield Anti-Indemnity Act (“LOAIA”) to void the indemnity provisions.

II. Summary of the Opinion

The Fifth Circuit affirmed summary judgment for United Fire, holding that the MSC (as implemented through the job order email) was nonmaritime. Applying the two-part test from In re Larry Doiron, Inc., the court agreed that the services facilitated oil-and-gas production work (prong one), but held that prong two failed because the MSC and job order did not call for substantial work from a vessel and—critically—there was no evidence that United Fire shared an expectation that a vessel would play a substantial role.

Because federal maritime law did not apply “of its own force,” OCSLA adopted Louisiana law, and LOAIA voided the MSC’s indemnity obligations as applied to the personal injury claim.

III. Analysis

A. Precedents Cited (and How They Shaped the Result)

  • Rodrigue v. Aetna Cas. & Sur. Co., 395 U.S. 352 (1969)
    Anchored the OCSLA framework: accidents and disputes tied to fixed platforms on the OCS are generally governed by adjacent-state law as surrogate federal law unless maritime law applies of its own force. The court used Rodrigue to situate the dispute within OCSLA because the platform was fixed to the seabed off Louisiana.
  • Union Tex. Petroleum Corp. v. PLT Eng'g, Inc., 895 F.2d 1043 (5th Cir. 1990)
    Supplied the three-part test for when state law applies under OCSLA: (1) OCSLA situs, (2) maritime law not applying of its own force, and (3) state law not inconsistent with federal law. The opinion effectively turned on the second element—whether the contract was maritime.
  • Willis v. Barry Graham Oil Serv., L.L.C., 122 F.4th 149 (5th Cir. 2024) and Marcel v. Placid Oil Co., 11 F.3d 563 (5th Cir. 1994)
    These cases framed LOAIA’s function: it voids oilfield agreements requiring an indemnitor to cover the indemnitee’s negligence/fault. Once the MSC was deemed nonmaritime, LOAIA supplied the rule of decision that invalidated Aries’s sought-after defense/indemnity.
  • Hoda v. Rowan Cos., Inc., 419 F.3d 379 (5th Cir. 2005)
    Stood for the counterpoint: maritime contract classification generally leads to enforcement of indemnity under federal maritime law. This highlighted the stakes of the maritime/nonmaritime characterization.
  • In re Larry Doiron, Inc., 879 F.3d 568 (5th Cir. 2018) (en banc)
    Provided the controlling two-part maritime-contract test for oil-and-gas service agreements on navigable waters: (1) services facilitate drilling/production, and (2) the contract provides or the parties expect a vessel to play a substantial role. The court’s analysis centered on prong two, and it treated “substantial role” as requiring more than mere transport or incidental vessel use.
  • In re Crescent Energy Servs., L.L.C., 896 F.3d 350 (5th Cir. 2018)
    Contributed two key principles: (i) “substantial” ignores vessels used merely to transport equipment/crew, and (ii) the contracting parties’ expectations are central. The court used Crescent both to discount transport-related vessel references and to support the opinion’s emphasis on shared party expectations.
  • Barrios v. Centaur, L.L.C., 942 F.3d 670 (5th Cir. 2019)
    Illustrated what prong-two satisfaction looks like: agreements/proposals explicitly identifying barges/tugs as necessary work platforms can show the parties expected vessels to play a critical role. The court contrasted that clarity with this case’s job order email, which did not mention the RAM XVIII or vessel-based performance.
  • Earnest v. Palfinger Marine U S A , Inc., 90 F.4th 804 (5th Cir. 2024)
    Reinforced that a vessel need not be the “object” of the contract, but there still must be a direct and substantial link to vessel operation/navigation/management afloat. The court used Earnest to reject the argument that fire watch services are inherently “maritime” in a way that substitutes for proof that the parties contemplated substantial vessel use for the contracted work.
  • Genesis Energy, L.P. v. Danos, L.L.C., 152 F.4th 648 (5th Cir. 2025)
    This was the decisive, fact-pattern “near match.” Like here: platform repairs, a third-party chartered vessel, and an MSA-based indemnity dispute after an injury during platform-vessel operations. Genesis Energy held that housing, meals, safety meetings, and ancillary vessel functions are legally insufficient to make vessel involvement “substantial,” and also cautioned against relying on documents to which only one relevant party is a signatory when assessing “expectations of the parties.” The Aries panel used Genesis Energy to (i) treat lodging and similar functions as “ancillary,” and (ii) discount Fieldwood–Aries vessel communications as not probative of United Fire’s expectations.
  • Celotex Corp. v. Catrett, 477 U.S. 317 (1986), Ibarra v. United Parcel Serv., 695 F.3d 354 (5th Cir. 2012), and Discover Prop. & Cas. Ins. Co. v. Blue Bell Creameries USA, Inc., 73 F.4th 322 (5th Cir. 2023)
    These cases supplied the procedural lens: de novo review, Rule 56 standards, and burdens on cross-motions for summary judgment. They mattered because Aries—seeking summary judgment on maritime classification—had to produce evidence creating no genuine dispute that United Fire expected substantial vessel involvement, which the court found it did not.

B. Legal Reasoning

1. OCSLA sets the default; maritime law can displace it.

With a fixed platform situs off Louisiana, OCSLA presumptively points to Louisiana law as surrogate federal law. The only meaningful route around LOAIA’s anti-indemnity policy was for Aries to show that federal maritime law applied “of its own force”—which required characterizing the Fieldwood–United Fire MSC (as performed under the job order) as maritime.

2. Applying Doiron: prong one satisfied; prong two fails.

The parties agreed prong one was met. The dispute was prong two: whether the contract “provide[d] or do the parties expect[ed] that a vessel will play a substantial role.”

3. Contract text and work order: no vessel-centered performance obligation.

The MSC’s vessel references were chiefly about transportation, which Crescent treats as non-substantial for this inquiry. The job order email—treated as the operative scope document—requested “fire watch” services (gas detection/testing around hot work) and did not mention the RAM XVIII or specify vessel-based work. Record testimony also suggested that if a liftboat were contemplated, it would have been stated in the email.

4. Expectation evidence must be tied to the contracting parties—and must show a shared expectation.

Aries attempted to prove substantial vessel involvement through evidence that Fieldwood expected and arranged for the liftboat (placement options, mobilization emails, charter expense) and through evidence of the liftboat’s actual functions (lodging, crane support). The court found this insufficient for two reasons:

  • Wrong comparator: Fieldwood’s expectation (and Aries’s own charter communications with Fieldwood) did not establish United Fire’s expectation. Echoing Genesis Energy, documents to which only one relevant party is a party shed little light on mutual expectations.
  • Wrong type of vessel role: lodging/meals/safety meetings are “ancillary” and “incidental” under Genesis Energy. Crane support, even if vital to Fieldwood’s project, was not shown to be a contemplated vessel role in United Fire’s performance of fire watch services—and United Fire was not contracted to provide crane services.

5. The opinion’s doctrinal refinement: substantial vessel role must be a shared expectation.

The court’s culminating reasoning is the opinion’s most important contribution: it held Aries could not show “how Fieldwood and United Fire could have formed a maritime contract despite this one-sided expectation,” emphasizing that Fifth Circuit cases make the contracting parties’ expectations central and indicating that the inquiry “requires a shared expectation that a vessel would play a substantial role.” On that basis, prong two failed, the MSC was nonmaritime, and LOAIA applied to void indemnity.

C. Impact

  • Clarifies and hardens the “shared expectation” component of prong two.
    The opinion reads Doiron (as developed by Crescent and Genesis Energy) to require not merely that a vessel was in fact central to the overall project, but that the parties to the contract at issue mutually contemplated substantial vessel involvement in the contracted work.
  • Constrains indemnity via “contract siloing.”
    The case shows the limits of “cutting the operator out” via cross-indemnity structures when the contractor’s own service contract (and job order) does not reflect vessel-centered performance. Operators and vessel providers may structure charters and logistics around vessels, but unless the contractor’s service contract documents vessel-based performance, maritime classification may fail—opening the door to LOAIA nullification.
  • Raises drafting stakes for MSAs and job orders on OCS platform work.
    If parties desire maritime treatment (and thus more robust indemnity enforceability), the service contract and job-specific work orders should explicitly describe vessel-based work as substantial (not merely transportation or lodging). Conversely, contractors seeking LOAIA protection may draft and document platform-centered scopes that avoid vessel commitments.
  • Evidence focus in litigation shifts toward contractor-side knowledge and documentation.
    Emails between a platform owner and a vessel company—without contractor participation—may carry limited weight on “expectations.” Expectation proof will increasingly hinge on job orders, bid packages exchanged with the contractor, mobilization instructions sent to the contractor, and testimony showing what the contractor knew before mobilizing.

IV. Complex Concepts Simplified

  • OCSLA (Outer Continental Shelf Lands Act): A federal statute that, for many disputes tied to fixed platforms on the outer continental shelf, borrows the adjacent state’s law as “surrogate federal law,” unless another federal law (like maritime law) applies directly.
  • LOAIA (Louisiana Oilfield Anti-Indemnity Act): A Louisiana statute that generally invalidates certain indemnity agreements in oilfield contracts when they require one party to indemnify another for the indemnitee’s own negligence/fault (commonly in personal injury contexts).
  • Maritime contract classification: Whether a services contract is “maritime” determines if federal maritime law governs contract enforcement (often favoring enforceability of indemnity) or whether state law applies (here, potentially voiding indemnity).
  • The Doiron test (in plain terms): For many offshore energy service contracts, the Fifth Circuit asks (1) is the work tied to drilling/production on navigable waters, and (2) did the contract require, or did both parties foresee, a vessel playing a major, work-performing role (not just a ride or a hotel)?
  • “Ancillary” vessel functions: Using a vessel for housing, meals, meetings, or transport—without vessel-based work being central to the contracted services—usually does not make vessel involvement “substantial.”

V. Conclusion

The Fifth Circuit affirmed that the Fieldwood–United Fire MSC (as implemented by the job order) was nonmaritime because it neither called for vessel-based performance nor showed that United Fire shared an expectation that a vessel would play a substantial role. Fieldwood’s unilateral plan to use a liftboat—and the liftboat’s ancillary functions—could not convert the contractor’s platform-focused fire watch engagement into a maritime contract.

The decision’s significance lies in its sharpened rule for Doiron prong two: “substantial vessel role” must be a shared expectation of the contracting parties, reinforcing a document-and-expectations-centered approach that will materially affect indemnity enforceability under OCSLA/LOAIA in offshore platform repair disputes.