Employee-Operated Transport Vessels Do Not Make an Offshore Services Contract Maritime

1. Introduction

The Fifth Circuit’s decision clarifies the boundary between maritime transportation and maritime contractual performance. An offshore services contract does not become maritime merely because the contractor’s employees regularly operate vessels to reach the platforms where they perform their work. What matters is whether the parties expected a vessel to play a substantial role in completing the contracted services, rather than simply transporting workers to them.

That distinction controlled a dispute between Quality Process Services, L.L.C. (QPS), an oilfield labor supplier, and Whitney Oil and Gas, L.L.C. (Whitney), an offshore oil-and-gas producer. Their Master Service Agreement (MSA) required Whitney to defend and indemnify QPS against claims arising from injuries to Whitney employees. Under the legal framework governing this dispute, the provision was enforceable if the agreement was maritime, but invalid under the Louisiana Oilfield Anti-Indemnity Act if the agreement was nonmaritime.

The court held that the agreement was nonmaritime. It also addressed a separate appellate-jurisdiction question: although the merits judgment was appealable, a ruling establishing entitlement to attorney fees could not yet be reviewed because the district court had not determined the amount.

2. Background and Procedural History

Whitney and QPS entered the MSA in 2016. QPS supplied contract laborers, principally production operators, to service Whitney’s offshore facilities. Their ordinary duties included reading gauges, checking pipes, and ensuring that wells were producing properly.

The operators traveled by vessel to and between offshore platforms. Upon arrival, they tied up, left the vessel with their tools, and climbed onto the platform or well jacket to perform their work. While traveling, they also watched for oil sheens that might indicate leaks.

After Hurricane Ida shut down Whitney’s facilities in 2021, Whitney employee Kerri Espadron boarded a Whitney vessel operated by QPS employee Wyatt Boone. Their instructions were to visit a work platform, authorize construction, and conduct a pollution check. During the trip, the vessel struck a well jacket, seriously injuring Espadron.

Espadron sued both companies in Louisiana state court. Whitney then initiated a federal proceeding seeking exoneration from or limitation of vessel-owner liability. Espadron intervened, and QPS sought contractual indemnity from Whitney. Settlement resolved the personal-injury claims, leaving the indemnity dispute.

After a bench trial, the district court classified the MSA as nonmaritime and dismissed QPS’s indemnity claim with prejudice. It subsequently held that Whitney was entitled to attorney fees under the MSA’s prevailing-party provision, but postponed determining the amount. QPS appealed both rulings.

3. Summary of the Opinion

The Fifth Circuit reached two principal conclusions:

1. The MSA was nonmaritime. The parties expected vessels to transport production operators to offshore facilities, not to play a substantial role in performing the production services themselves. Having QPS employees operate those vessels did not change the result.
2. The attorney-fee ruling was not yet reviewable. The unresolved fee amount did not prevent review of the merits judgment, but the fee ruling itself could not be appealed until reduced to a definite monetary award.

The court therefore affirmed the merits judgment and dismissed the fee appeal without prejudice. It did not affirm or reject the substantive correctness of Whitney’s claimed entitlement to fees.

4. Legal Reasoning

A. The governing maritime-contract test

Under the framework established in In re Larry Doiron, Inc., an offshore oilfield-services contract is maritime when:

1. It provides services facilitating drilling or oil-and-gas production on navigable waters; and
2. It provides, or the parties expect, that a vessel will play a substantial role in completing the contract.

The parties agreed that the first requirement was satisfied. Their dispute concerned the second: whether vessels had the substantial operational role necessary to make this MSA maritime.

The court reviewed factual findings for clear error and legal conclusions de novo. Contract classification is a legal question, but the determination rests on facts about the promised work and the parties’ expectations. This division preserves appellate review of the governing legal standard while respecting the district court’s trial-based factual findings.

B. Maritime terminology did not establish maritime substance

QPS relied on several contractual provisions: a clause selecting general maritime law, references to the Shipowners Limitation of Liability Act and the Jones Act, and a requirement to maintain marine insurance.

The court held that these provisions showed that vessels formed part of the commercial relationship, but did not establish their substantial role in QPS’s contractual performance. A clause purporting to select maritime law does not answer the antecedent question whether the contract is maritime under Doiron.

The distinction prevents circular reasoning. The parties cannot establish the factual and legal basis for maritime classification simply by declaring that maritime law governs. Likewise, insurance requirements and references to maritime statutes may anticipate vessel-related risks without making vessel-based work central to the contract.

C. Driving the transportation vessel did not change the contract’s character

QPS accepted that ordinary transportation to an offshore platform generally does not satisfy the substantial-role requirement. It argued, however, that its workers were not merely passengers: they actually operated Whitney’s vessels as a regular and necessary part of their duties.

The court rejected that proposed exception. Whitney hired QPS to service production platforms. The vessels brought the workers to the place where those services were performed; the workers then disembarked and completed their tasks on fixed structures. Operating the transportation vessel remained incidental to the contracted production work.

This reasoning distinguishes practical necessity from substantial contractual participation. A vessel may be indispensable to reaching an offshore workplace without directly performing or supporting the substantive project in the manner required for maritime classification.

The relevant inquiry therefore concerns the vessel’s function in completing the contract, not simply the frequency of its use or the identity of its operator. The court’s conclusion did not deny that vessel operation is maritime activity. It held that such activity did not transform this agreement for platform-production services into a maritime contract.

D. A vessel must directly aid the contracted project

The court contrasted transportation with the integrated vessel use described in In re Crescent Energy Servs., L.L.C.. There, a barge served as a work platform, housed essential equipment, supported control of the wireline operation, and provided crew quarters.

Those functions connected the vessel directly to execution of the project. By contrast, the district court found that QPS’s production tasks could not be performed from the vessels. The operators had to leave the vessels and climb onto the platforms or well jackets.

This comparison supplies a practical dividing line: a vessel used as an operational base, equipment platform, or integral worksite presents a different case from a vessel used to deliver workers to an independent worksite.

E. Unusual post-hurricane operations did not require a different analysis

QPS also relied on the oral work orders issued during the Hurricane Ida shutdown. It argued that those instructions should alter the maritime-contract analysis regardless of what the MSA ordinarily contemplated.

The court expressly declined to decide whether the Ida work orders changed the analysis. Its reasoning instead rested on the clarity of the parties’ established expectations: vessels ordinarily provided transportation, while other uses, including temporary work platforms and pollution checks during shutdown conditions, were atypical and incidental.

The opinion distinguishes uncertainty in the written agreement from uncertainty in the evidentiary record as a whole. Although the MSA itself did not clearly specify the vessel’s role, testimony about the anticipated work clarified the parties’ expectations. The court therefore did not need to turn to actual vessel use during the unusual shutdown circumstances.

This is a limited holding. It does not establish that later work orders can never affect contractual characterization. Rather, it leaves that question unresolved here and reiterates that actual vessel use is evidence of contractual requirements or expectations, not a separate classification test.

F. Post-accident maintenance-and-cure payments were not probative

QPS further argued that Whitney’s payment of maintenance and cure to Espadron supported maritime treatment. The court rejected the inference for two reasons: Espadron was Whitney’s employee, not a QPS worker supplied under the MSA, and Whitney’s conduct after the accident did not establish what the parties expected when entering the agreement.

The court thus kept an employee’s possible maritime remedies separate from the character of an intercompany services contract. It did not decide Espadron’s seaman status or treat the payment as controlling evidence of contractual classification.

G. Merits finality and fee finality operated separately

The unresolved fee amount created no obstacle to reviewing the final judgment dismissing QPS’s indemnity claim. However, the fee ruling itself remained unreviewable because the district court had determined only entitlement, not a sum certain.

QPS invoked 28 U.S.C. § 1292(a)(3), which permits appeals from certain interlocutory admiralty decrees, only in its reply brief. The court declined to consider the argument because it was raised late and inadequately developed, including the absence of authority treating an unquantified fee award as appealable.

Accordingly, the opinion does not definitively resolve every possible application of that statutory provision to fee orders. It applies the ordinary finality rule and declines to entertain QPS’s belated proposed exception.

5. Precedents Cited and Their Influence

Maritime-contract classification

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

This decision supplied the controlling two-part test and the contractual consequences of maritime classification. Its substantial-vessel-role requirement structured the entire merits analysis. Because the production-on-navigable-waters requirement was conceded, the present case focused on whether the parties contemplated substantial vessel participation in completing the work.

In re Crescent Energy Servs., L.L.C., 896 F.3d 350 (5th Cir. 2018)

This precedent established that the parties’ expectations are central and that courts begin with contractual obligations. It also supplied the principal factual contrast: a barge functioning as a work platform, equipment base, operational control point, and living quarters. Its warning that an indispensable vessel is not necessarily a vessel with a substantial role directly answered QPS’s necessity argument.

In re Aries Marine Corp., 166 F.4th 521 (5th Cir. 2026)

This case supported examining expectations when the written contract does not outline vessel use. It justified looking beyond the MSA’s text to evidence about the work QPS’s operators were expected to perform and the vessels’ anticipated function.

Offshore Oil Servs., Inc. v. Island Operating Co., Inc., 150 F.4th 677 (5th Cir. 2025)

This was the most directly influential recent precedent. It established that a maritime choice-of-law clause does not determine classification; references to vessels, maritime statutes, and marine insurance are insufficient by themselves; and transportation-only vessel use generally does not count toward the substantial-role requirement.

It also explained that atypical and incidental vessel-related tasks do not convert nonmaritime services into a maritime contract. Finally, it limited the role of actual-use evidence: that evidence helps identify contractual requirements or expectations when unclear, rather than creating an independent route to maritime status.

Thibodeaux v. Grasso Prod. Mgmt. Inc., 370 F.3d 486 (5th Cir. 2004)

The court cited this decision for the proposition that work commonly performed on oil-production platforms is not maritime in nature. It supported treating the production services as the underlying work and the vessel operations as incidental transportation, rather than allowing the offshore setting alone to determine the contract’s character.

Genesis Energy, L.P. v. Danos, L.L.C., 152 F.4th 648 (5th Cir. 2025)

This case supplied the formulation that a vessel must be expected to “directly aid the completion of the project.” It also supported declining to examine actual vessel use once the contract’s scope and the parties’ expectations were sufficiently clear. Together, these propositions reinforced the distinction between reaching the worksite and performing the work.

Standards of review

Luwisch v. Am. Marine Corp., 956 F.3d 320 (5th Cir. 2020) (per curiam)

This decision provided the appellate review framework: clear-error review for factual findings and de novo review for legal conclusions. That framework governed the court’s treatment of the district court’s findings about ordinary vessel use and anticipated work.

Barrios v. Centaur, L.L.C., 942 F.3d 670 (5th Cir. 2019)

This precedent established that whether a contract is maritime is a question of law. It confirmed that the appellate court independently evaluated the legal classification, even though the analysis depended on trial-level factual findings.

Appellate jurisdiction and preservation

Budinich v. Becton Dickinson & Co., 486 U.S. 196 (1988)

This Supreme Court decision established that an unresolved litigation-fee issue does not prevent a merits judgment from becoming final for appeal. It supplied the basis for reviewing dismissal of QPS’s indemnity claim despite the outstanding fee amount.

S. Travel Club, Inc. v. Carnival Air Lines, Inc., 986 F.2d 125 (5th Cir. 1993) (per curiam)

This decision supplied the complementary rule that an attorney-fee award is not itself reviewable until reduced to a sum certain. It required dismissal of the fee appeal without prejudice, rather than review of Whitney’s entitlement.

Guillot ex rel. T.A.G. v. Russell, 59 F.4th 743 (5th Cir. 2023)

This case supported the general rule that arguments first raised in a reply brief are forfeited. Along with inadequate development of the point, that rule explained why the court declined to consider QPS’s reliance on interlocutory admiralty jurisdiction.

6. Impact and Limits

A. Offshore transportation remains distinct from operational vessel support

The opinion closes off a proposed distinction between workers carried by another operator and workers who drive the transport vessel themselves. For this classification inquiry, the operator’s identity does not change a transportation function into substantial project participation.

Future disputes will likely focus on what the vessel was expected to contribute beyond access: whether it supported equipment, controlled operations, served as a work platform, or otherwise directly assisted performance.

B. Contract drafting must reflect the expected work

Maritime-law clauses and marine-insurance requirements cannot substitute for an operationally grounded showing of substantial vessel involvement. Parties seeking predictable risk allocation should describe the actual services and anticipated vessel functions clearly, while recognizing that contractual labels alone do not control legal classification.

C. The decision reinforces Louisiana’s anti-indemnity consequences

Because this MSA was nonmaritime, Louisiana law applied and invalidated the employee-injury indemnity provision at issue. The consequence was the failure of QPS’s indemnity claim, not a holding that every provision of the MSA was invalid. The separate prevailing-party fee provision remained the subject of an unresolved fee proceeding.

D. The holding is fact-sensitive, not categorical

The opinion does not classify all offshore production-service agreements as nonmaritime. A materially different arrangement involving substantial, expected vessel-based performance could satisfy the governing test. Nor does the opinion resolve whether a later work order could create a different contractual analysis in another case.

E. Fee appeals require separate attention to finality

Litigants must distinguish an appealable merits judgment from an unquantified fee ruling. Dismissal without prejudice leaves QPS able to seek review of the fee determination once it becomes reviewable, subject to ordinary appellate requirements.

7. Complex Concepts Simplified

Maritime contract

A contract sufficiently connected to maritime activity to fall under maritime contract law. An offshore location or some vessel involvement does not alone establish that connection.

Indemnity

A contractual promise to bear another party’s covered liabilities or losses. Here, QPS sought to require Whitney to shoulder liabilities arising from injury to Whitney’s employee.

Louisiana Oilfield Anti-Indemnity Act

A Louisiana statute restricting specified indemnity obligations in oilfield agreements. The court treated it as invalidating the indemnity provision in this nonmaritime agreement.

Allision and well jacket

An allision is a vessel’s impact with a stationary object. A well jacket is an offshore framework associated with a well—the fixed structure struck here.

Shut-in

A period during which a well or production facility is closed rather than producing, as occurred after Hurricane Ida.

Maintenance and cure

A maritime employer’s traditional obligation to provide qualifying seamen with basic living support and medical care for service-related illness or injury. Payment does not determine whether a separate services contract is maritime.

Limitation action

A federal proceeding in which a vessel owner seeks exoneration from liability or a statutory limit on liability. The availability of that relief was not the issue decided in this appeal.

Clear error and de novo review

Clear-error review gives substantial respect to trial-court factual findings. De novo review means the appellate court independently decides the legal issue.

Sum certain

A fixed monetary amount. The attorney-fee ruling was not yet appealable because no amount had been set.

8. Conclusion

The decision’s central clarification is functional: workers’ operation of vessels does not make an offshore services agreement maritime when those vessels merely transport them to fixed facilities where the contracted work occurs. Necessary transportation is not necessarily substantial contractual vessel participation.

By affirming the nonmaritime classification, the Fifth Circuit left QPS without the indemnity it sought under the MSA. By dismissing the fee appeal without prejudice, it separately preserved the distinction between a final merits judgment and an attorney-fee ruling that has not yet been quantified.