Post‑Earnest Clarification of Doiron: Incidental Vessel Logistics and Transportation Clauses Do Not Convert Oilfield Master Service Contracts into Maritime Agreements

Introduction

Offshore Oil Services, Inc. (OOSI) appealed after the Eastern District of Louisiana held that a Master Services Contract (MSC) between Fieldwood Energy LLC (the platform owner) and Island Operating Company, Inc. (IOC) was not a maritime contract. That determination drove the choice of law under the Outer Continental Shelf Lands Act (OCSLA) and, in turn, whether the Louisiana Oilfield Anti‑Indemnity Act (LOAIA) nullified IOC’s promise to indemnify and insure OOSI against claims by IOC’s own employee, Tyrone Felix, who was injured during a personnel‑basket transfer from OOSI’s M/V Anna M to a Fieldwood platform.

The appeal squarely presented a recurring question in offshore litigation: when does a platform‑services agreement become “maritime” such that general maritime law applies “of its own force,” preserving knock‑for‑knock indemnity and additional‑insured obligations that would otherwise be void under LOAIA? The Fifth Circuit affirmed, holding that the MSC here was nonmaritime because (1) it called for oil‑and‑gas production services by “lease operators”/“A Operators,” not vessel work, and (2) the parties did not expect a vessel to play a substantial role, beyond transportation, in completing the contract.

Summary of the Judgment

Applying OCSLA’s choice‑of‑law framework and the Fifth Circuit’s two‑step test from In re Larry Doiron, Inc. (as refined by Earnest v. Palfinger Marine U.S.A., Inc.), the court:

Accepted that the MSC facilitated offshore oil and gas production (Doiron step one satisfied).
Concluded that neither the contract’s terms nor the parties’ expectations contemplated that a vessel would play a substantial role in performing the work (Doiron step two not satisfied).
Held the MSC nonmaritime; therefore, Louisiana law applied via OCSLA’s gap‑filling provision.
Applied LOAIA to invalidate IOC’s indemnity and insurance obligations in favor of OOSI for Felix’s injury claims.
Affirmed summary judgment for IOC on indemnity and additional‑insured coverage. OOSI’s separate “defense costs” claim was not pursued on appeal and, in any event, was foreclosed by its settlement with Felix, which prevented the no‑fault showing required under Meloy v. Conoco.

Analytical Framework and Precedents

OCSLA’s Choice‑of‑Law Mechanism

OCSLA adopts adjacent state law as surrogate federal law on the Outer Continental Shelf unless (a) federal law (including general maritime law) applies of its own force or (b) there is a conflict with federal law. See 43 U.S.C. § 1333(a)(2)(A). Thus, if an agreement is a “maritime contract,” maritime law governs; if not, state law (here, Louisiana) fills the gap, often bringing LOAIA to bear on indemnities commonly used in the oilfield.

The Doiron Two‑Step, as Refined by Earnest

Step One: Is the contract one to provide services to facilitate the drilling or production of oil and gas on navigable waters? If “no,” it is not maritime. If “yes,” proceed.
Step Two: Does the contract provide, or did the parties expect, that a vessel will play a substantial role in completing the contract? If “yes,” the contract is maritime; if “no,” it is nonmaritime and state law applies.

Earnest re‑emphasized that this is a conceptual—not spatial—analysis. Courts look to the “nature and character” of the contract and whether there is a “direct and substantial link” to classic vessel operations—navigation, management afloat, or work that inherently gives the vessel a substantial role. Mere references to vessels or incidental logistics are not enough.

Precedents That Shaped the Outcome

In re Larry Doiron, Inc., 879 F.3d 568 (5th Cir. 2018) (en banc): An MSC for flow‑back work on a platform was nonmaritime where neither the contract nor the parties anticipated vessel involvement; a barge/crane was later brought in unexpectedly. Vessel use was incidental and insubstantial.
Earnest v. Palfinger Marine U.S.A., Inc., 90 F.4th 804 (5th Cir. 2024): A contract to inspect, maintain, and repair lifeboats on an offshore platform was maritime. The lifeboats are vessels; maintenance/repair of vessels “inevitably gives the vessel a substantial role.” The court rejected a spatial focus (platform vs. vessel) and insisted on a conceptual inquiry.
Kossick v. United Fruit Co., 365 U.S. 731 (1961): The classic articulation that maritime contract status turns on the contract’s nature and character in relation to maritime commerce; some contracts (repair/insurance of a ship) are maritime; others (shipbuilding) are not.
Laredo Offshore Constructors, Inc. v. Hunt Oil Co., 754 F.2d 1223 (5th Cir. 1985): Admiralty jurisdiction is cabined to controversies bearing a significant relationship to traditional maritime activities.
In re Crescent Energy Servs., L.L.C. v. Carrizo Oil & Gas, Inc., 896 F.3d 350 (5th Cir. 2018): Reinforces focusing on the contract’s scope and parties’ expectations in Doiron analysis.
Thibodeaux v. Grasso Prod. Mgmt., Inc., 370 F.3d 486 (5th Cir. 2004) and Herb’s Welding, Inc. v. Gray, 470 U.S. 414 (1985): Work commonly performed on oil production platforms is not maritime in nature.
Hamm v. Island Operating Co., 450 F. App’x 365 (5th Cir. 2011): Certain tasks like loading/offloading and water transfer are “classically maritime,” but their presence does not automatically convert a nonmaritime contract into a maritime one.
Snyder Oil Corp. v. Samedan Oil Corp., 208 F.3d 521 (5th Cir. 2000) and Union Tex. Petroleum Corp. v. PLT Eng’g, Inc., 895 F.2d 1043 (5th Cir. 1990): Contractual choice‑of‑law provisions do not override OCSLA’s governing choice‑of‑law analysis.
Meloy v. Conoco, Inc., 504 So. 2d 833 (La. 1987): Even when LOAIA voids indemnity, defense costs may be recoverable if the contract provides for them and the would‑be indemnitee is adjudicated free from fault.

Application to the MSC at Issue

Contract Language and Scope of Work

The MSC defined the work as “Lease Operators,” and the contemporaneous Work Order requested “A Operators.” The incorporated scope checklist left “Marine Vessels (Operation/Service/Repair)” unchecked. The described operator tasks—compliance testing, well testing, checking chemical rates, starting/loading compressors, bringing wells online—are archetypal platform production functions, not vessel operations. This language did not provide for a vessel to play a substantial role in performing the contract.

Parties’ Expectations

IOC’s CEO declared that any vessel use was expected solely as a means of transporting workers and equipment among platforms and to shore. The Fieldwood corporate representative acknowledged that, while equipment could sometimes be used “connected to a vessel,” that was atypical. Taken together, the record showed no expectation that a vessel would serve as a work platform or otherwise play a substantial role in the job contemplated by the MSC.

Actual Performance Evidence

Felix completed 28 workdays of operator tasks. On 10 days, he participated in loading/backloading and potable water transfer between the M/V Anna M and the platform. While such tasks are “classically maritime,” the panel underscored that:

Evidence of actual vessel use matters only when contract scope and expectations are unclear; here, they were not.
Even if considered, occasional logistics did not transform the core platform‑operations agreement into a maritime contract; the record did not show that vessel activities constituted a substantial portion of the work or were central to the A‑operator role.

Distinguishing Earnest; Aligning with Doiron

Earnest involved a contract whose very subject was the maintenance and repair of vessels (lifeboats) that support offshore production; that work “inevitably” gives the vessel a substantial role. By contrast, this MSC mirrors Doiron: a platform‑services agreement that neither called for nor expected vessel participation beyond worker/equipment transport. The fact that incidental vessel logistics occurred here more than in Doiron (where vessel use arose unexpectedly) did not change the analysis—incidental or atypical vessel tasks do not supply the substantial role demanded by Doiron’s second step.

The Transportation Clause and Choice‑of‑Law

The MSC required Fieldwood to provide marine transportation to offshore worksites and purported to subject that transportation to maritime law. The panel treated that provision correctly: it speaks to how the parties wanted claims “while being transported” to be governed, but it does not convert the entire MSC into a maritime contract for OCSLA purposes. Under PLT/Snyder, a contract’s choice‑of‑law clause cannot displace OCSLA’s framework. The indemnity question turns on whether maritime law applies of its own force to the contract; here, it did not.

The Effect of Classification: LOAIA and Risk Allocation

Indemnity and Additional‑Insured Coverage

Because the MSC was nonmaritime, Louisiana law applied via OCSLA, and LOAIA invalidated IOC’s promise to defend and indemnify OOSI (and related additional‑insured coverage for Felix’s claim). The court therefore affirmed summary judgment for IOC on indemnity and insurance coverage. The result reflects LOAIA’s strong policy against risk‑shifting for oilfield operations in Louisiana and adjacent OCS waters.

Defense‑Costs Carve‑Out and the Settlement Consequence

LOAIA permits recovery of defense costs if the contract so provides and the indemnitee is adjudicated free of fault. Because OOSI settled with Felix, it could not secure the required no‑fault adjudication; the district court granted summary judgment against OOSI on defense costs, and OOSI did not press that ruling on appeal. The practical lesson is clear: parties seeking defense costs under Meloy must preserve a path to a fault‑free adjudication (e.g., through summary judgment or trial) if indemnity is voided by LOAIA.

Practical Impact and Guidance

For Contract Drafters and Operators

Label the work carefully. If the work is classic platform production (e.g., operator services), the agreement will likely be nonmaritime, even if vessels transport personnel or perform occasional backloading/water transfer.
If you truly intend vessel operations to be part of the job, say so. Identify vessel‑centric tasks (e.g., marine lifting, over‑the‑side work, work from a vessel as a platform of convenience) and make them necessary to performance. Be specific; check the “Marine Vessels” category where applicable and describe required vessel roles.
Segment contracts. Consider separate, stand‑alone maritime contracts (charters or vessel‑services agreements) for vessel work, and separate platform‑services MSAs, to reduce uncertainty and align risk allocation with governing law.
Do not rely on choice‑of‑law clauses to achieve maritime status. OCSLA’s analysis controls whether maritime law applies “of its own force.”

For Litigators

Build the record on expectations. Deposition testimony from company representatives about anticipated vessel involvement can be outcome‑determinative under Doiron step two.
Actual performance evidence is a tie‑breaker, not a substitute. It illuminates expectations only when the contract’s scope is unclear.
Mind the tort/contract divide. A plaintiff’s injury during a basket transfer may sound in maritime tort, but indemnity obligations are governed by the contract’s classification under Doiron and OCSLA.

For Insurers and Risk Managers

Expect LOAIA to apply to platform‑operator MSAs absent clear, substantial vessel roles. Price P&I and CGL coverage accordingly.
Defense‑cost exposure turns on adjudicated faultlessness if LOAIA voids indemnity. Settlements that do not resolve fault may foreclose defense‑cost recovery.

For Offshore Operations and Safety

Personnel‑basket transfers remain high‑risk. Vessel owners who cannot rely on oilfield indemnities under LOAIA should invest in risk controls and carry robust P&I limits.
Operational planning should recognize that logistics (backloading/water transfer) will not transform a platform‑services contract into a maritime one; tailor procedures and contracts accordingly.

Complex Concepts Simplified

Maritime contract: An agreement whose nature and character bear a direct and substantial link to traditional vessel operations (navigation, management afloat, repair/maintenance of vessels) and maritime commerce.
OCSLA choice of law: On the OCS, adjacent state law applies as surrogate federal law unless maritime (or other federal) law applies of its own force. Contractual selection of law does not control that threshold.
Doiron test: (1) Is the contract for services facilitating offshore drilling/production? (2) Did the contract provide, or did the parties expect, that a vessel would play a substantial role? Both must be “yes” for the contract to be maritime.
“Substantial role” for a vessel: More than transport; the vessel must be integral to the job (e.g., work from the vessel, marine lifting central to the task, or maintenance/repair of the vessel itself).
LOAIA: Louisiana law that voids oilfield indemnity and similar risk‑shifting provisions for personal injury/property damage, subject to a limited defense‑cost carve‑out when the indemnitee is adjudicated free from fault.
Defense‑cost carve‑out (Meloy): Even if indemnity is void, defense costs may be recovered if the contract provides for them and the indemnitee is judicially determined faultless; settlements usually do not suffice.

Conclusion: Key Takeaways

The Fifth Circuit clarified that Earnest did not expand maritime‑contract status to platform‑services MSAs that feature only worker/equipment transport and incidental vessel logistics. The contract’s core character and the parties’ expectations control.
Where an MSC calls for “lease/A operator” work—traditional platform production tasks—it is nonmaritime absent a clearly anticipated, substantial vessel role. Actual, occasional loading/backloading or water transfer does not change that outcome.
Because the MSC was nonmaritime, Louisiana law applied under OCSLA, and LOAIA voided indemnity and additional‑insured obligations for Felix’s injury. The court affirmed summary judgment for IOC.
Choice‑of‑law provisions and transportation clauses cannot make a nonmaritime platform‑services contract maritime. To secure maritime law’s indemnity regime, parties must draft for, and truly expect, substantial vessel involvement.
Practically, contractors and vessel owners should segment agreements, document expectations, and align insurance programs with the reality that many platform‑services contracts will be governed by LOAIA.