## Facts

- W & T Offshore, Inc. operated fixed oil platforms in the Gulf of Mexico off Louisiana and contracted with Omni Energy Services Corp. to provide helicopter transportation between shore bases and W & T’s offshore platforms.
- The parties’ Master Service Agreement (MSA) included mutual indemnity and defense obligations for claims by each party’s own employees, plus related insurance-procurement and additional-insured requirements up to $5 million.
- An Omni helicopter transporting W & T employees from the Louisiana coast to a W & T offshore platform crashed into the Gulf, injuring the passengers.
- The injured W & T employees sued Omni in tort; Omni tendered defense and demanded indemnity from W & T under the MSA.
- W & T refused, asserting Louisiana law applied and that the Louisiana Oilfield Anti-Indemnity Act (LOAIA) voided the indemnity provisions.

## Issues

1. Whether the helicopter-transportation MSA was a maritime contract governed by federal maritime law or a non-maritime contract governed by Louisiana law (including LOAIA via OCSLA choice-of-law).
2. If maritime law governed, whether the MSA’s mutual-indemnity, defense, and additional-insured/insurance-procurement provisions were enforceable.

## Decision

- The Fifth Circuit reversed the partial summary judgment for W & T and remanded.
- The court held the MSA was a maritime contract because its primary objective was transportation over navigable waters to support offshore oil production.
- Because maritime law applied of its own force, Louisiana law (including LOAIA) did not apply to invalidate the indemnity and insurance provisions.
- The mutual-indemnity and related insurance/additional-insured requirements were enforceable under general maritime law.

## Legal Principles

- A service contract connected to offshore energy operations is classified as maritime by considering (1) historical treatment of similar contracts and (2) a fact-specific multi-factor analysis used in the Fifth Circuit for offshore service agreements.
- Contracts whose essential character is transportation over navigable waters to facilitate offshore drilling or production are generally maritime, even when associated with fixed platforms.
- OCSLA adopts adjacent state law only when maritime law does not apply of its own force; a maritime classification forecloses use of state anti-indemnity statutes to defeat otherwise valid maritime indemnity agreements.
- Mutual-indemnity and defense provisions, supported by insurance and additional-insured obligations, are generally enforceable in maritime contracts absent a conflicting federal statute or controlling public policy.

## Conclusion

The Fifth Circuit held that an offshore helicopter-transportation MSA was a maritime contract, so federal maritime law governed and the parties’ negotiated mutual-indemnity and insurance provisions remained enforceable despite Louisiana’s anti-indemnity statute.


Alleman v. Omni Energy Servs. Corp., 580 F.3d 280 (5th Cir. 2009)