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On October 21, 2026, the United States Court of Appeals for the Fifth Circuit affirmed a ruling that a master service agreement (MSA) between Whitney Oil and Gas (Whitney) and Quality Process Services (QPS) was not a maritime contract. The decision emphasizes that the parties’ expectations about a vessel’s role in performing the contracted work carry more weight than the agreement’s references to maritime law or marine insurance requirements.
The Events Leading to Litigation
The MSA, executed in 2016, required QPS to supply oilfield production operators to Whitney’s production platforms off the Louisiana coast. In 2021, following Hurricane Ida, Whitney employee Kerri Espadron was directed to travel to a production platform. While Espadron was aboard a Whitney-owned vessel operated by a QPS employee, the vessel struck a well jacket, seriously injuring Espadron.
Espadron sued Whitney and QPS in Louisiana state court. Whitney subsequently filed a federal limitation of liability action, and QPS sought indemnity from Whitney under the MSA. The parties later settled Espadron’s personal injury claims, leaving QPS’s contractual indemnity claim unresolved. Following a bench trial, the United States District Court for the Eastern District of Louisiana dismissed QPS’s indemnity claim with prejudice. QPS appealed.
The Maritime Contract Question
The central issue was whether the MSA qualified as a maritime contract, which would make its indemnity provision enforceable under federal maritime law. The MSA required Whitney to defend and indemnify QPS against claims arising from injuries to Whitney employees. If the MSA was not maritime, however, Louisiana law would apply, and the Louisiana Oilfield Anti-Indemnity Act would invalidate the provision.
The Court applied the two-part test established in In re Larry Doiron, Inc., 879 F.3d 568, 576 (5th Cir. 2018) (en banc). Under that test, a contract is maritime if it provides services that facilitate drilling or oil and gas production on navigable waters and the contract 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. The dispute concerned the second.
Contract Language and the Parties’ Expectations
To assess the parties’ expectations, the Court first examined the MSA’s terms. QPS argued that the agreement’s references to federal maritime law, the Shipowners Limitation of Liability Act, and the Jones Act, along with its marine insurance requirement, demonstrated that the parties expected vessels to play a substantial role in the work.
The Court disagreed. Those provisions acknowledged that vessels were part of the parties’ relationship, but they did not establish that vessels would play a substantial role in the services QPS was hired to perform.
Because the MSA did not clearly define a substantial role for vessels, the Court considered evidence of the parties’ expectations. Whitney hired QPS to service oil-production platforms, including reading gauges, inspecting pipes, and ensuring that wells were producing as expected. That work was performed on the platforms and was not inherently maritime.
QPS argued that its employees did more than ride as passengers: They operated Whitney’s vessels to travel to, from, and between offshore platforms. The Court nevertheless concluded that operating the vessels was incidental to the platform work QPS was retained to perform. The vessels transported the operators to their worksites but did not play the substantial role required under Doiron.
By contrast, the Court discussed In re Crescent Energy Services, LLC, 896 F.3d 350, 361 (5th Cir. 2018), in which a barge served as a work platform, housed essential equipment, supported control of a wireline operation, and provided crew quarters. Those functions illustrated a vessel’s direct contribution to completing the contracted work.
The Fifth Circuit therefore affirmed the determination that the MSA was not a maritime contract and that Louisiana law governed the indemnity provision.
Lessons for Maritime and Offshore Businesses
The decision reinforces that references to maritime law, marine insurance requirements, and anticipated vessel use do not, by themselves, make a contract maritime. The analysis centers on the contracted services and the role the parties expected vessels to play in performing them.
When vessels merely transport personnel to offshore platforms, that transportation generally does not satisfy the substantial-role requirement. A vessel’s necessity in getting workers to a job does not necessarily make its role substantial in completing the contracted work.
Maritime operators, vessel owners, contractors, and service providers should review their agreements alongside their anticipated operations to assess whether vessel involvement supports maritime-contract status. Future agreements should accurately describe the expected functions of any vessels involved, recognizing that maritime terminology alone will not determine which law governs or whether an indemnity provision is enforceable.
For questions about how this decision may affect your contracts or for assistance reviewing maritime agreements and indemnity provisions, contact Chartwell’s maritime team.
