## Facts

- Davis & Sons, Inc. entered a 1981 master service agreement with Gulf Oil Corporation to provide “labor and general contracting services” for Gulf’s onshore and offshore facilities.
- The master agreement was a “blanket” arrangement that did not specify particular tasks; specific work was assigned later through periodic work orders.
- The master agreement contained a broad indemnity clause requiring Davis to indemnify Gulf for claims arising out of their contractual relationship.
- Gulf issued a work order for services in an offshore field located primarily under open water (lakes, bays, and canals).
- Under the work order, Davis supplied personnel to operate and work from a barge used in connection with Gulf’s well operations; the barge served as transportation and a work platform, and Davis personnel maintained the barge.
- A Davis supervisor, Mark Brenaman, drowned while working on the barge.
- Brenaman’s estate asserted claims against Davis and Gulf, and the parties settled with the estate; Davis and Gulf then disputed whether the indemnity clause was enforceable and what law governed.
- Davis sought a declaratory judgment on the governing law and enforceability of the indemnity provision.

## Issues

1. Whether the master service agreement, as supplemented by the relevant work order, was a maritime contract governed by federal maritime law or a non-maritime contract governed by Louisiana law.
2. If maritime law governed, whether Louisiana’s Oilfield Anti–Indemnity Act could invalidate the indemnity clause.

## Decision

- The Fifth Circuit reversed the summary judgment for Davis and remanded.
- The court held the blanket master service agreement was “inchoate” and its character had to be determined by the specific work order that required performance.
- Because the work order required operation and work from a barge in navigable waters, it imposed a maritime obligation and rendered the integrated agreement maritime.
- As a result, federal maritime law governed the indemnity clause rather than Louisiana law.

## Legal Principles

- Whether a contract is maritime depends on its nature and subject matter, including whether it bears a substantial relationship to maritime services or navigation.
- A blanket/master service agreement that omits specific performance obligations may be treated as incomplete until particular work orders supply the operative obligations; contract characterization focuses on the work order tied to the dispute.
- When the operative agreement is maritime, federal maritime law governs contract interpretation and enforceability, and conflicting state anti-indemnity statutes do not control.

## Conclusion

The court treated the master service agreement and the work order as an integrated contract and classified it as maritime because the work required operating and working from a barge on navigable waters; accordingly, maritime law governed the indemnity clause, requiring reversal of the state-law-based judgment and remand.


Davis & Sons, Inc. v. Gulf Oil Corp., 919 F.2d 313 (5th Cir. 1990)