PATRICK E. HIGGINBOTHAM, Circuit Judge:
W & T Offshore hired Triton Diving Services to provide a vessel, staff, and equipment for W & T's offshore pipeline project. W & T also hired a safety contractor, Tiger Safety, to provide safety monitoring and training. Tiger personnel came aboard Triton's vessel to furnish these services, and one of them, a technician named Jakarta Grogan, was injured while on board. W & T and Triton now dispute which party must pay for Grogan's injuries. The court below interpreted the parties' Master Service Contract to place this burden on W & T alone. We affirm.
W & T Offshore ("W & T") is a pipeline and platform operator in the Gulf of Mexico. In October 2011, it hired Triton Diving Services ("Triton") to participate in an offshore pipeline recommissioning project. The project required flushing the pipeline of impurities, which Triton accomplished by pumping fluids flushed from the pipeline to the TRITON ACHIEVER, a dive support vessel (DSV) that Triton captained, crewed, and operated. W & T provided detailed instructions for the filtering operation in a work order that Triton was obliged to follow pursuant to the Master Service Contract ("MSC") between Triton and W & T.
While Triton was performing this service, it detected potentially unsafe levels of hydrogen sulfide ("H
Tiger personnel, including Jakarta Grogan, came aboard the ACHIEVER to provide H
Shortly thereafter, Grogan fell on the deck of the ACHIEVER while attempting to board a personnel basket. He sued Triton and W & T in federal district court over the resulting injuries. W & T and Triton answered and filed cross-claims against each other for indemnity and defense of Grogan's claims. Under the MSC, W & T had agreed to indemnify Triton for personal injury claims brought by members of the "W & T Group," and Triton had agreed to indemnify W & T from personal injury claims brought by members of the "Contractor Group." The MSC defines these groups as follows:
Each side claimed a right to indemnification under these provisions.
The district court sided with Triton. It rejected W & T's argument that a "dual invitee" situation existed. Rather, it found, "`[b]ased on the facts of [the] case," that Grogan was W & T's invitee, and "decline[d] the invitation to find Triton a `co-invitor.'" In turn, it concluded that W & T owed Triton indemnity. W & T appealed.
"Interpretation of the terms of a contract, including an indemnity clause, is a matter of law, reviewable de novo on appeal."
We use the six-factor framework set forth in Davis & Sons, Inc. v. Gulf Oil Corp. to determine whether federal maritime law, rather than state law, applies to the interpretation and application of a contract.
"A maritime contract containing an indemnity agreement . . . should be read as a whole and its words given their plain meaning unless the provision is ambiguous."
We first consider the district court's determination that Grogan was W & T's invitee. The court found that "W & T satisfies all of the elements necessary to be Tiger's [and therefore Grogan's] invitor." On appeal, W & T disputes only the finding, made as part of the court's Blanks analysis, that W & T was an occupant of the ACHIEVER. W & T objects that it did not "charter, man, or operate the vessel" and that Triton was an "independent contractor" according to the MSC.
These objections, whether right or wrong, are not dispositive. The MSC does not define the term "occupant" for purposes of determining invitee status, nor does Blanks or any other published case
W & T claims this finding lacks support in the record. We disagree. The record indicates that Triton did what W & T paid it to do pursuant to the MSC and an ensuing work order. The work order incorporated documents that provided detailed instructions for every step of Triton's work on recommissioning the pipeline and specified when and where Triton's vessel was to be "mobilize[d]," "relocate[d]," and "demobilized." Under the MSC, Triton warranted that "all Work provided by [Triton] hereunder will conform, in all particulars, to the specifications set forth in the relevant Order," and it agreed that "in the event [Triton's] Work fails to conform to said specifications, W & T may . . . direct [Triton] to repair, replace or re-accomplish (as applicable) the non-conforming Work." Moreover, although the ACHIEVER's crew mostly consisted of Triton employees and invitees, a W & T consultant was on board for much of the time that Triton's was performing work for W & T.
Given this evidence, we cannot conclude that the district court clearly erred in determining that W & T occupied the ACHIEVER. W & T does not claim that the district court otherwise erred in applying Blanks to it, and we find no other error. The district court correctly determined that Grogan was W & T's invitee.
We next consider the district court's determination that Grogan was not Triton's invitee. W & T argues that this determination arose purely from a misreading of the MSC. According to W & T, the district court erroneously held that a "dual invitee" situation could not exist under the MSC. Accordingly, once the district court determined W & T invited Grogan, it concluded that Grogan could not have been Triton's invitee by simple operation of the contract. In W & T's telling, then, the district court's finding as to Triton was not factual in nature and is entitled to no deference. Triton disputes W & T's reading of the opinion below. We find W & T's reading plausible,
The district court found that Triton did not induce Tiger's and Grogan's participation in W & T's project. Rather, although Triton "coordinate[d] logistics" with Tiger and "impliedly consented to Tiger working from the [ACHIEVER]," "it was W & T . . . that directly contracted with Tiger for a specific scope of work, funded and directed all of Tiger's work, and was the entity that explicitly invited Tiger to work on the `overall' pipeline recommissioning project." The conduct of the parties over the course of the project further demonstrated that W & T was ultimately responsible for Tiger's presence and that of its employees. "Tiger's operations manager, David Lacombe, considered his customer to be W & T, and he corresponded directly with [W & T's project manager Alan] Greig when changes were made to the number of Tiger personnel or regarding the return of equipment." Tiger and Grogan were subject to the "oversight and project management of . . . Greig . . . and his on-site representatives"; W & T representatives "gave Grogan his day-to-day instructions," approved his work tickets, and decided when he would be sent back to shore.
Under the Blanks standard, these facts justify the district court's conclusion that Grogan was not Triton's invitee. Blanks presented closely analogous facts, and in that case, we declined to extend invitor status to the party in Triton's position. In Blanks, a well operator, ANR, hired a service company, Murco. ANR and Murco each indemnified the other for claims brought by the other's invitees. ANR also hired a subcontractor, Consolidated, to work on the same project. Consolidated's employee, Blanks, was injured while assisting a Murco employee on Murco's rig. We held that Blanks was ANR's invitee alone, and emphasized that he "was invited onto the drilling site by ANR through his employee status with Consolidated and was there performing services for ANR's benefit."
In disputing the district court's Blanks analysis as to Triton, W & T focuses solely on the court's observation that "the presence of H
Again, we disagree. The district court's "another job" hypothetical merely illustrates the undeniable nature of the parties' relationship: W & T's project was the ultimate reason for Triton and Tiger's presence on the work site, and any benefit to Triton from Tiger's presence was indirect. Under our case law, a contractor may incidentally benefit from the presence of a subcontractor without having invited the subcontractor onto the project for purposes of liability.
The district court properly determined that Grogan was W & T's invitee. Moreover, its valid factual findings compel the conclusion that Grogan was not Triton's invitee. The district court was therefore correct to hold W & T liable under the MSC for Triton's settlement and defense costs related to Grogan's claims. We AFFIRM the ruling of the district court.