In this appeal,1 Rowan Drilling Company (Rowan) appeals from the District Court's ruling that Rowan must indemnify its co-defendant Continental Oil Company (Continental), for damages and costs of defense Continental was required to bear in a suit for injuries brought by Plaintiff below, Lawrence J. Cormier. We find no reversible error and affirm.

Lawrence J. Cormier was employed by Dresser-Atlas Industries2 as a wire line operator. He was sent by his employer to Continental's X-platform located in the Gulf of Mexico in West Delta Block 95, approximately 35 miles off of Grand Isle, Louisiana. Rowan was engaged in drilling operations under contract for Continental on this platform at the time. This contract prescribed the Contractor's (Rowan) obligations,3 and elaborate mutual indemnity provisions4 running in favor of each with respect to injury or death claims by the employees of Rowan or Continental against the other, the obvious purpose being to make each responsible for its employees no matter how much the law or the facts might generate a Tinker-to-Evers-to-Chance Donnybrook. See Kessler v. Pennsylvania National Mutual Casualty Insurance Co., 5 Cir., 1976, 531 F.2d 248.

Rowan was drilling with its rig number 11, a skid type of rig. This rig operated upon the deck of the fixed oil platform owned by Continental. The drilling operations were supported by Rowan's tender "JACK CLEVERLY". The sole means of ingress and egress for material, equipment and personnel between the vessel and the platform was by means of a ramp known and now juridically memorialized as the "widowmaker." This was a smooth metal ramp with steps constructed on one side, for personnel. It was permanently affixed to the oil platform, but, because of the movement of the drilling tender in the water, it could not be affixed to the tender. Therefore, the ramp extended from the platform out over the water and over the deck of the drilling tender. Standing on the deck of the drilling tender was a ramp and small platform similar to those still sometimes used to board commercial aircraft. One wishing to leave the oil platform and board the drilling tender had to walk down the steep ramp of the widowmaker until he reached its bottom step, which was no wider than any of the other steps. Then, waiting until the tender was either at the very top or very bottom of its movement up and down in the water, he would leap across the gap of two or three feet separating him from the drilling tender platform and ramp. The ramp presumably was labeled the widowmaker by the heirs, friends and co-workers of those who did not land safely or at all. One wishing to board the drilling platform from the drilling tender, simply performed the same operation in reverse.

On June 16, 1973, Cormier was descending the ramp and in the process of making the transfer from the widowmaker to the platform on the drilling tender, he fell to the deck of the tender, and severely injured his left leg.

As a result of the fall, Cormier brought suit against Rowan and Continental, alleging that they negligently allowed the steps on the ramp to become bent, covered with grease, mud and oil and missing a section of hand railing at the end of the ramp. He further claimed that they were negligent in having poor lighting and in failing to provide a safety net beneath the end of the ramp. Finally, he claimed that the defendants were negligent in failing to place a walkway between the end of the ramp and the small platform on the deck of the tender. Continental cross-claimed against Rowan for indemnity for any damages that it might incur and for attorney's fees and other costs of defending this suit.

At trial, both plaintiff and defendants put on a variety of witnesses. Three eye-witnesses testified that plaintiff appeared to be day dreaming when he fell.5 Others testified that the steps were bent and covered with grease and mud. In an attempt to prove to the jury that it was impossible to slip on the steps of the widowmaker even if they were covered with grease, defendant Rowan attempted to get the court to allow him to conduct a courtroom experiment, whereby he would bring a step from a widowmaker into the courtroom, dip it in oil, stand on it and jump from it. Upon objection from Cormier, the Judge refused to allow this demonstration to take place, on the ground that the demonstration would be misleading, since field conditions could not possibly be duplicated.

Utilizing, as we so often urge,6 the remarkable doubt eliminator, the Judge sent the case to the jury on special interrogatories7 on both liability and damages, so that we see what might well have been obscured by an enigma-wrapped-in-a-mystery general verdict. In addition, after reading the jury charge to the jury, he sent the written charge and instructions into the jury room with the jury. Upon being informed by counsel for the defendants that there was a minor typographical error in one of the written instructions, the trial judge orally corrected the instruction to the jury immediately before the jury retired.8

The jury returned a verdict in favor of Cormier and against Rowan based on negligence, and in favor of Continental, finding no negligence on its part. See note 7, supra. Continental's cross-claim against Rowan was tried to the Court, which found in favor of Continental and awarded Continental attorney's fees in the amount of $2,925, the amount stipulated as reasonable between the parties.

Having at the jury's hands lost on the big judgment to Cormier, Rowan contends that the trial court, without a jury, erred in ruling that Rowan had an obligation to indemnify Continental for attorney's fees and costs incurred by Continental. After recognizing that there was no express indemnity agreement for cost of defense in the contract between the parties, the Court found Rowan liable to indemnify Continental, for a variety of reasons. However, none of these justifications could have been reached by the Court but for its threshold conclusion that the reciprocal indemnity provision between the parties "doesn't reach this suit." Therefore, before we may proceed to the arguments presented in justification of the District Court's ruling, we must determine whether the reciprocal indemnity provisions reach this suit.

Both Dresser (Cormier's employer) and Rowan were independent contractors. In the Continental-Rowan contract there were reciprocal indemnity provisions. In Continental's portion of the reciprocal indemnity provision (see note 4, supra ) Continental expressly agreed to

"indemnify and hold harmless Contractor (Rowan) and any or all vessels, craft, agents, directors, officers, employees or servants of Contractor, against any and all claims, demands or suits (including, but not limited to claims, demands, or suits for bodily injury, illness, disease, death, or loss of services, property or wages) which may be brought against Contractor or in which Contractor is named a party defendant . . . by any employee of (Continental), . . . in any wise arising out of or incident to the work to be performed under this contract, irrespective of whether such suits are based on the relationship of master and servant, third party or otherwise and even though occasioned, brought about, or caused in whole or in part by the negligence of Contractor, its agents, directors, officers, employees, servants or subcontractors . . . or by the unseaworthiness of vessels or craft. Company further agrees to investigate, handle, respond to, provide defense for, and defend any such claim, demand or suit at its sole expense and agrees to bear all other costs and expenses related thereto, even if it is groundless, false or fraudulent. . . ." (Emphasis supplied).

Rowan, in its half of the reciprocal indemnity provision (see note 4, supra ) undertook precisely the same obligation towards Continental that Continental took vis-a-vis Rowan. However, Rowan's half of the agreement contained the following additional provision:

"By way of illustration, but not by way of limitation, any person who is on Contractor's payroll and receives, has received, or is entitled to receive payment from Contractor in connection with the work performed hereunder shall be the employee of Contractor, even though Company reimburses Contractor the amount paid such employee."

The whole purpose behind these provisions is to make sure that the contractor (Rowan) and the company (Continental) are each solely responsible for anything that happens to their own respective employees, regardless of fault. In the most specific detail, which writes over or around any possible tort or maritime theory by which liability could be palmed off on the other, the contracts identify precisely the respective indemnity obligations between the parties to the contract with respect to the employees of each. Thus, the waiver of indemnity between the two parties so far as it goes is complete without regard to the negligence of either party, the unseaworthiness of any vessel or the breach of underlying contractual obligations.

But precise as it is as between Rowan and Continental respecting a claim by their respective employees, it prescribes nothing as to claims by third parties or the employee of a third party.

This carefully drawn, commonly used contractual provision reflects a practical, efficient agreement by parties faced with sharing, apportioning or underwriting the economic risks of offshore drilling. It is a means by which unnecessary insurance costs are avoided, the ultimate bearer being the owner for whom others contract.

The reciprocal indemnity provisions between Continental and Rowan avoids this doubling of costs to the owner, Continental. Thus, the reciprocal indemnity provision requires each party to carry adequate self-insurance and results in a dove-tailed, highly integrated insurance program, the practical effect of which is to impose on each (and their insurers) the sole and ultimate loss arising out of injury to the respective employees of each. This inures to the benefit of all involved, since it cuts out needless insurance costs (which are undoubtedly passed along to the final consumer at some point). Also, to the extent that it clearly defines the respective indemnity obligations of both parties, it cuts down on unnecessary litigation costs.

Under these circumstances, if we find that Cormier was, within the meaning of the contract, an employee of Continental, we must find that Continental may not receive indemnity from Rowan. On the other hand, if Cormier is an employee of Rowan, Rowan must indemnify Continental. Only if we find that the express reciprocal indemnity provision is inapplicable in this case may we turn to theories of implied indemnities, general maritime law, general principles of major-minor fault, or the like. To turn to these principles prematurely, before we have determined that the contractual provision is inapplicable, would be to override the parties' contract. They have the absolute right to prescribe their respective indemnity obligations, and if we find that the contract is applicable to the facts of this case, we must apply it.

The District Court, as an afterthought in its denial of Rowan's motion for new trial, remarked that "Rowan Drilling does not challenge the court's conclusion that Mr. Cormier was a borrowed servant of Rowan Drilling, so that the indemnity provisions of its contract with Continental Oil became operative." We conclude that this cannot stand. In fact, the evidence developed during this trial indicates that if Cormier was a "borrowed servant" of anybody, it was of Continental. Dresser, Cormier's employer, was an independent contractor engaged by Continental. Dresser sent a full crew out to Continental's platform and its employees worked under Dresser's immediate (and Continental's ultimate) supervision, not under Rowan's supervision.

Neither can we conclude with respect to the reciprocal indemnity agreement vis-a-vis Rowan-Continental that Cormier was an employee of Continental. To whatever extent pertinent, the blanket contract between Continental and Dresser provides that "any person who is on Contractor's (Dresser's) payroll and receives, has received, or is entitled to receive payment from Contractor in connection with the work performed or to be performed hereunder shall be the employee of Contractor, even though Company reimburses Contractor the amount paid such employee." And there is no indication in fact that Cormier was an employee of Continental or that the reciprocal indemnity agreement included within Continental's employees the employees of its contractors or subcontractors.

Because this express, highly specific reciprocal indemnity provision is not applicable to the case at hand, we must now apply the general, non-contractual law to determine whether Rowan is liable to indemnify Continental for attorney's fees and costs.

In this case, Continental, without any fault of its own, was required to pay attorney's fees and court costs of defending this suit, despite its request prior to trial that Rowan assume Continental's defense. If a basis for indemnity exists, Continental is entitled to indemnification for attorney's fees and costs.9 See, e. g., Kelloch v. S & H Subwater Salvage, Inc., 5 Cir., 1973, 473 F.2d 767; Dow Chemical Company v. Barge UM-23B, 5 Cir., 1970, 424 F.2d 307; Patterson v. Humble Oil & Refining Company, 5 Cir., 1970, 423 F.2d 883.

In Tri-State Oil Tool Industries, Inc. v. Delta Marine Drilling Company, 5 Cir., 1969, 410 F.2d 178, we held that, in an action for indemnity between two tort feasors, "the party which is actively negligent should bear the consequences of its wrong and is responsible for the damages incurred. Accordingly, it should indemnify the party which is only vicariously or secondarily wrong, for any damages the latter has been compelled to pay." Id., at 178-79. This principle has been consistently followed in this Circuit. See, e. g., Magnum Marine v. Kenosha Auto Transport Corp., 5 Cir., 1973, 481 F.2d 933; Acme Boat Rentals, Inc. v. J. Ray McDermott & Company, 5 Cir., 1970, 424 F.2d 393; Humble Oil & Refining Company v. Naquin, 5 Cir., 1969, 414 F.2d 912; General Electric Company v. Cuban American Nickel Company. 5 Cir., 1968, 396 F.2d 89.

In this case, the contract between the parties places a duty upon Rowan to keep its equipment in good order. The jury's verdict indicates conclusively that Rowan failed to carry out this duty by negligently failing to maintain a safe means of ingress and egress aboard the barge. By the jury's verdict, as between the two defendants, only Rowan was negligent. Continental was completely absolved of any negligence. Under these circumstances, we conclude that, without putting our decision on the basis of a breach of the contractual obligation to keep its equipment in order, the doctrine announced in Tri-State controls. Under that principle, Rowan is liable to indemnify Continental for the amount stipulated by the parties to be Continental's attorney's fees and court costs.

AFFIRMED.