In re: In the Matter of Texas Petroleum Investment Company

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UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF LOUISIANA
IN RE: IN THE MATTER OF TEXAS 	CIVIL ACTION
PETROLEUM INVESTMENT COMPANY
NO. 24-2344
SECTION: “D” (2)
ORDER AND REASONS
Before 	the 	Court 	is 	a 	Motion 	for 	Summary 	Judgment 	filed 	by 	Taylors
International Services, Inc. (“Taylors”).1 	The Production Group, LLC (“TPG”) and
David 	Hayes 	(together, 	“TPG 	Claimants”) 	have 	filed 	an 	Opposition.2 	Texas
Petroleum Investment Company (“TPIC”) has also filed an Opposition.3 Taylors has
filed a Reply.4 Also before the Court is a Motion for Summary Judgment filed by
National Casualty Company and Scottsdale Insurance Company (“Underwriters”).5
TPG Claimants have filed an Opposition,6 and Underwriters have filed a Reply.7
After careful consideration of the parties’ memoranda, the record, and the
applicable law, the Court GRANTS Taylors’ Motion for Summary Judgment and
further GRANTS Underwriters’ Motion for Summary Judgment.
1 R. Doc. 145.
2 R. Doc. 156.
3 R. Doc. 159.
4 R. Doc. 165.
5 R. Doc. 148.
6 R. Doc. 158.
7 R. Doc. 168.
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I. 	FACTUAL AND PROCEDURAL BACKGROUND8
This limitation action arises out of an early morning April 10, 2024 allision
involving TPIC’s Vessel LA 93959 on the inland waters of Plaquemines Parish,
Louisiana (the “allision”).10 TPIC owned and operated South Pass 24 (“SP-24”), an oil
and gas production platform situated in Plaquemines Parish, Louisiana.11 As part of
a routine crew-change, the Vessel departed TPIC’s SP-24 in the predawn hours to
travel to Venice, Louisiana.12 David Hayes, a production operator employed by The
Production 	Group, 	LLC, 	operated 	the 	Vessel, 	and 	George 	Walcott, 	a 	steward
employed by Taylors International Services, Inc., was a passenger in the Vessel.13
While en route to Venice, the Vessel allided with a submerged obstruction, injuring
Walcott.14
At all relevant times herein, George Walcott (“Walcott”) was assigned to work
on TPIC’s SP-24 pursuant to a June 28, 2018 Master Services Agreement (the “MSA”)
between TPIC and Taylors.15 The MSA provided, in pertinent part:
Company: TEXAS PETROLEUM INVESTMENT COMPANY
. . . .
Contractor: Taylors International Services, Inc
8 In a previous Order and Reasons, the Court recited the factual and procedural background of this
matter in detail. See R. Doc. 91. The Court therefore provides the factual and procedural background
solely as relevant to the instant Motion.
9 Vessel La 9395 is also referred to as the M/V SYDNEY. The Court will refer to it as the “Vessel”
throughout this Order and Reasons.
10 R. Doc. 148-17 at p. 1.
11 Id.
12 Id.
13 Id.
14 Id. at p. 2.
15 Id. at p. 1.
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. . . .
6.7 	In 	order 	to 	comply 	with 	the 	public 	policy 	of 	Louisiana,
Contractor shall procure and shall cause Company to be separately
invoiced 	for 	the underwriting and premium costs of the waivers of
subrogation and additional named 	insured 	endorsements 	required
herein as well as specific named additional insured coverage. 	The
amount 	charged 	to 	Company 	for 	the underwriting 	cost 	shall 	be
requested at a rate based upon the gross revenues paid to Contractor
for the work performed by Contractor under this Agreement and shall
be separately calculated on an annual basis and paid by 	Company
directly 	to 	Contractor's 	insurer 	or 	its 	designated 	agent. Payment
by Company shall constitute an acknowledgement by the insurer that
Company has borne the actual cost of the insurance coverage provided
and is in compliance with Louisiana Revised Statutes 9:2780. 	Upon
payment by Company of the underwriting costs on an annual audited
basis, the underwriters shall be required by Contractor to acknowledge
the 	existence 	of 	coverage 	as 	required 	by 	this 	Agreement 	for 	all
occurrences during the applicable policy year, even though the payment
may not yet have been issued or received by the underwriter prior to the
date of the occurrence.
. . . .
7.2 	CONTRACTOR AGREES TO RELEASE, PROTECT, 	DEFEND,
INDEMNIFY AND HOLD HARMLESS COMPANY, ITS 	OFFICERS,
DIRECTORS, 	EMPLOYEES, 	JOINT 	OWNERS, 	AND 	THEIR
INVITEES, AND ANY CUSTOMER FOR WHOM 	COMPANY IS
PERFORMING 	SERVICES 	(HEREINAFTER 	COLLECTIVELY
REFERRED TO AS "COMPANY GROUP") AND ALL 	OF COMPANY
GROUP'S 	INSURERS, 	FROM 	AND 	AGAINST 	ALL 	CLAIMS,
DEMANDS, AND CAUSES OF ACTION OF 	EVERY KIND AND
CHARACTER WITHOUT LIMIT AND WITHOUT REGARD TO THE
CAUSE OR CAUSES THEREOF OR THE 	NEGLIGENCE, BREACH
OF 	CONTRACT 	OR 	WARRANTY, 	OR 	FAULT 	(ACTIVE 	OR
PASSIVE) OF ANY PARTY OR 	PARTIES INCLUDING THE SOLE,
JOINT 	OR 	CONCURRENT 	NEGLIGENCE, 	INCLUDING 	GROSS
NEGLIGENCE, OF COMPANY 	GROUP, ANY THEORY OF STRICT
LIABILITY 	OR 	STATUTORY 	LIABILITY 	AND 	DEFECT 	OF
PREMISES, 	OR 	THE 	UNSEAWORTHINESS 	OF 	ANY 	VESSEL
(WHETHER 	OR 	NOT 	PREEXISTING 	THE 	DATE 	OF 	THIS
CONTRACT), 	ARISING IN CONNECTION HEREWITH IN FAVOR
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OF 	CONTRACTOR, 	CONTRACTOR'S 	EMPLOYEES,
CONTRACTOR'S SUBCONTRACTORS OR THEIR EMPLOYEES, OR
CONTRACTOR'S INVITEES ON ACCOUNT OF BODILY INJURY,
DEATH OR DAMAGE TO PROPERTY.
. . . .
7.6 Notwithstanding anything to the contrary contained elsewhere
herein, neither Contractor Group nor Company Group shall be liable to
the other for any consequential, incidental, indirect, exemplary or
punitive damages of any kind or character, including, but not limited to,
loss of use, loss of profit, loss of revenue, loss of product or production,
reservoir 	damage, 	or 	loss 	of 	hole, 	whenever 	arising 	under 	this
Agreement or as a result of, relating to or in connection with the work
hereunder, and no claim for synch [sic] damages shall be made by either
Contractor Group nor Company Group, without regard to the cause or
causes thereof or the negligence, breach of contract or warranty or fault
(active or passive) of any party or parties including the sole, joint or
concurrent negligence, including gross negligence, of Company Group,
Contractor Group, or any other party, any theory of strict liability,
statutory liability, defect of premises, or the unseaworthiness of any
vessel (whether or not pre-existing the date of this Contract).
. . . .
11.3 This Agreement shall be governed, construed and interpreted in
accordance with the Laws of the State of Louisiana.16
In addition to a previous policy,17 National Casualty Company18 issued a
Commercial Marine Liability Insurance policy, bearing No. OMO0026771, in favor of
Taylors for a period beginning February 1, 2024 and ending on February 1, 2025
(“Taylors’ 2024-2025 Policy”).19 On January 29, 2024, HUB International Gulf South
(“HUB”), Taylors’ insurance broker, issued a letter to TPIC providing TPIC with the
16 R. Doc. 148-2 at pp. 1–15.
17 Underwriters advise that “[p]rior to the inception of the 2024-2025 National Casualty Policy,
National Casualty issued a Commercial Marine Liability Insurance bearing Policy No. OMO0026723
for the policy period from February 1, 2023, to February 1, 2024 . . . .” R. Doc. 148-1 at p. 5.
18 Both National Casualty Company and Scottsdale Insurance Company are wholly owned subsidiaries
of Nationwide Mutual Insurance Company. See R. Docs. 71 and 72.
19 R. Doc. 148-3 at p. 31.
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ability to become an additional insured under Taylors’ 2024-2025 Policy.20 That letter
provides in pertinent part:
In reviewing our client's contract we noticed that you have made
reference to the Louisiana Oilfield Anti-Indemnity Act and the Marcel
exception. As a requirement of your company's Contract Master Service
Agreement, we take this opportunity to offer the Specific Additional
Insured 	endorsement's 	under 	our 	client's 	General 	Liability 	and
Umbrella policies. In order for the requested coverage's [sic] to be
endorsed to our insured's policies the attached invoice must be paid as
required by Louisiana state statute. If we do not receive payment
coverage will not be requested and no coverage will be afforded.21
In a pricing memorandum that was attached to its January 29, 2024 letter, HUB
reiterated to TPIC that “coverage is bound upon receipt of funds at the remittance
address below.”22
On April 11, 2024, the day following the allision, TPIC’s Human Resources
Manager sent the following email to HUB: “[o]ur records indicate that the Marcel
coverage for Taylors International has expired and we have not received a renewal
invoice. If Taylors is still your client, can you please provide us with an invoice so we
can renew the Marcel coverage?”23 Roughly twenty minutes later, HUB’s customer
service representative responded, “[p]lease see attached certificate, Marcel letter and
invoice that was mailed on 1/30/2024.”24 Thereafter, on April 26, 2024, TPIC issued a
check to HUB in the amount of $2,621.25 for additional insured coverage under
20 R. Doc. 148-10.
21 Id. at p. 3.
22 Id. at p. 1.
23 R. Doc. 148-11 at p. 1.
24 Id. at p. 2.
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Taylors’ 2024-2025 Policy.25 “Texas Petroleum Investment Company and Company
Group” were added as additional insureds through the execution of Endorsement No.
6 to Taylors’ 2024-2025 Policy (“Endorsement No. 6”).26 Endorsement No. 6 became
effective at 12:01 a.m. on April 26, 2024.27
On September 26, 2024, TPIC filed a Complaint for Exoneration from and/or
Limitation of Liability in this Court.28 On January 5, 2026, TPG Claimants filed a
Third-Party Complaint against Taylors and Underwriters, asserting contractual
defense and indemnity, additional insured status and insurance coverage, and breach
of contract claims against Taylors.29 TPG Claimants also assert a breach of insurance
contract claim against Underwriters, maintaining that Underwriters “owe[] a duty to
TPG and Mr. Hayes as additional insureds to provide coverage for liabilities arising
from the Walcotts’ claims[]” based on Endorsement No. 6.30
A. 	Taylors’ Motion for Summary Judgment
Taylors filed the instant Motion for Summary Judgment on March 16, 2026,
moving for the dismissal of “all claims of third-party plaintiffs, The Production Group
(‘TPG’) and David Hayes (‘Hayes’).”31 Taylors asserts that the MSA between TPIC
and Taylors is not a maritime contract, and therefore, the MSA is governed by
25 R. Doc. 148-14. The Court notes that the check was actually issued on April 22, 2024 but not marked
“received” by HUB until April 26, 2024. Id. In any event, payment was not issued and/or received until
after the April 10, 2024 allision. See R. Doc. 148-14.
26 R. Doc. 148-15.
27 Id. at pp. 1–4. The allision occurred on April 10, 2024.
28 R. Doc. 1.
29 R. Doc. 93 at pp. 9–12.
30 Id. at p. 10.
31 R. Doc. 145.
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Louisiana law pursuant to the MSA’s choice of law proviso.32 Taylors further argues
that the MSA’s defense and indemnity provisions requiring Taylors to indemnify
TPIC are void pursuant to Louisiana law, specifically, the Louisiana Oilfield Anti-
Indemnity Act (“LOAIA”).33
Furthermore, 	Taylors 	contends 	that 	the 	MSA 	unambiguously 	defines
“Company” and “Company Group” separately, defining “Company” as TPIC and
“Company Group” as “Company, its officers, Directors, Employees, Joint Owners, and
their Invitees, and any customer for whom Company is performing services.”34
Taylors argues that third-party Plaintiffs “TPG and Hayes may not append any
alleged duty owed by Taylors specifically to the ‘Company’ to themselves as ‘Company
Group’ in this matter.”35 Lastly, Taylors asserts that TPG Claimants are not entitled
to additional insured status under the MSA, as “TPG and Hayes’ [sic] have admitted
that they did not request, nor pay, for Marcel coverage for the period when the subject
allision occurred.”36 Thus, according to Taylors, “[i]t is undisputed that the MSA
between TPIC and Taylors is governed by the LOAIA, which bars both TPIC and its
purported 	invitees, 	TPG 	and 	Hayes’[] 	claims 	for 	defense 	and 	indemnity 	from
Taylors.”37
TPG 	Claimants 	oppose 	Taylors’ 	Motion 	on 	three 	grounds.38 	First, 	TPG
Claimants contend that the “LOAIA voids indemnity only to the extent an indemnitee
32 R. Doc. 145-1 at pp. 4–6.
33 Id. at pp. 8–9 (citing La. R.S. § 9:2780).
34 R. Doc. 145-1 at p. 11.
35 Id. at p. 12.
36 Id. at p. 13.
37 Id. at pp. 13–14.
38 R. Doc. 156.
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seeks protection for its own negligence or fault, and TPG’s pending borrowed servant
motion directly affects that analysis.”39 Second, TPG Claimants assert that “Taylors
mischaracterizes TPG’s and Hayes’s responses to requests for admission, which state
only that TPG and Hayes did not directly request or pay for Marcel coverage while
expressly reserving whether any other entity did.”40 Third, TPG Claimants submit
that “the record affirmatively shows that TPIC was separately invoiced for the
Marcel-related coverage and paid that invoice, and that the endorsement at issue
identifies the added insured as ‘Texas Petroleum Investment Company and Company
Group.’”41 Thus, according to TPG Claimants, Taylors’ Motion should be denied.42
In Reply, Taylors reiterates that the MSA’s indemnity and defense provisions
are barred by the LOAIA.43 Taylors further argues that TPG Claimants “seek to
muddy the waters of the clear and explicit terms of the MSA between Taylors and
TPIC to manufacture obligations from Taylors that inure to their benefit, but a plain
reading of the MSA reveals they are not entitled to such benefits as a matter of law.”44
Thus, Taylors contends that its Motion should be granted.45
B. 	Underwriters’ Motion for Summary Judgment
Also on March 16, 2026, Underwriters filed the instant Motion for Summary
Judgment against TPG Claimants, requesting that the Court grant “summary
39 Id. at pp. 1–2. In light of the Court’s finding that David Hayes was a borrowed servant of TPIC, this
argument is now moot. See R. Doc. 228.
40 Id. at p. 2.
41 Id.
42 Id. at p. 10.
43 R. Doc. 165 at p. 1.
44 Id. at p. 3.
45 Id. at p. 4.
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judgment in their favor and dismiss[] the claims asserted against them by” TPG
Claimants.46 Underwriters contend that:
[T]he policy endorsement that TPG and Hayes allege provides coverage
in their favor only extends coverage for losses arising from Taylors’
ongoing operations for the purported insured. The Walcotts’ claims
against TPG and Hayes do not arise from Taylors’ ongoing operations in
favor of TPG because neither Walcott nor any other Taylors employee
performed any work whatsoever in favor of TPG. As such, the Walcotts’
claims against TPG and Hayes fall outside the terms of the policy.47
Thus, Underwriters assert that their Motion for Summary Judgment against TPG
Claimants should be granted.48
TPG 	Claimants 	oppose 	the 	Motion.49 	TPG 	Claimants 	contend 	that
“Underwriters have not carried their burden to show that they are entitled to
judgment as a matter of law. Their motion rests on a narrow reading of the
endorsement, an overly restrictive view of the ‘ongoing operations performed for that
insured’ language, and an incomplete treatment of both the ‘No Known Loss’ letter
and the cited exclusions.”50 Thus, TPG Claimants submit that “[a]t minimum,
genuine 	disputes 	of 	material 	fact 	remain, 	and 	summary 	judgment 	should 	be
denied.”51
In Reply, Underwriters make five arguments.52 First, Underwriters contend
that the LOAIA prohibits indemnity coverage in favor of TPIC for TPG Claimants’
46 R. Doc. 148.
47 Id. at pp. 2–3.
48 Id. at p. 23.
49 R. Doc. 158.
50 Id. at pp. 1–2.
51 Id. at p. 2.
52 R. Doc. 168.
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claims.53 Second, Underwriters argue that La. R.S. § 22:860 bars coverage in favor of
TPIC and TPG Claimants due to TPIC’s purposeful failure to disclose the allision to
Underwriters in its additional insured application.54 Third, Underwriters maintain
that the Additional Insured Endorsement, namely Endorsement No. 6’s schedule
naming TPIC and “Company Group[,]” does not cover George Walcott’s claims against
Underwriters.55 	Fourth, 	Underwriters 	argue 	that, 	even 	if 	the 	Walcotts 	were
additional insureds, the aircraft, auto, or watercraft exclusions in Taylors’ 2024-2025
Policy bars coverage for the Walcotts’ claims.56 Fifth, Underwriters argue that if the
Court finds that George Walcott is a borrowed employee of TPIC, then he would be
an employee of an insured and, therefore, “the Walcotts’ claims against TPG and
Hayes 	are 	unambiguously 	excluded 	pursuant 	to 	the 	Employer’s 	Liability
Exclusion.”57 Accordingly, Underwriters reiterate that their Motion for Summary
Judgment against TPG Claimants should be granted.58
On 	May 	17, 	2026, 	the 	Court 	denied 	without 	prejudice 	Taylors’ 	and
Underwriters’ instant Motions for Summary Judgment, finding that “any right to
collect on an indemnity claim must wait for determination until after a judgment is
entered or a finding of liability has been determined.”59 This matter proceeded to a
bench trial on May 18, 2026.60 On the second day of the bench trial, Counsel for
53 Id. at p. 1.
54 Id. at p. 5.
55 Id. at p. 6.
56 Id. at p. 8.
57 Id. at p. 10. The Court has previously found that David Hayes was a borrowed employee of TPIC in
a May 15, 2026 Order and Reasons. See R. Doc. 228.
58 R. Doc. 168 at p. 10.
59 R. Doc. 234 at p. 4.
60 R. Doc. 236.
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George Walcott and Evelyn Walcott advised the Court that George Walcott and
Evelyn Walcott dismissed all claims against all parties with prejudice in light of a
settlement agreement.61 The Court inquired with the parties with remaining claims
in this matter regarding their intentions on proceeding with the trial, and all parties
agreed to submit their remaining claims on the briefs previously submitted to the
Court.62 The Court therefore reconsiders both Taylors’ and Underwriters’ Motions for
Summary Judgment in light of the settlement reached at trial and the record
evidence.
Thereafter, on June 10, 2026, the assigned Magistrate Judge informed the
Court that the remaining claims between TPIC, Underwriters, and Taylors have been
amicably resolved.63 Accordingly, only TPG Claimants have claims remaining in this
matter—with claims asserted against TPIC, Taylors, and the Underwriters.64 In this
Order and Reasons, the Court only addresses TPG Claimants’ remaining claims
against Taylors and Underwriters.65
On June 12, 2026, the Court ordered supplemental briefing on the issue of
whether TPG Claimants still have a viable claim for a breach of contract against
Underwriters and viable claims against Taylors for breach of contract, additional
61 R. Doc. 237.
62 Id.
63 R. Doc. 238 at p. 1.
64 See R. Docs. 12 and 93. The Court only addresses TPG Claimants’ claims against Taylors and
Underwriters in the instant Order and Reasons. In a separate Order and Reasons, the Court will
address TPG Claimants’ claims against TPIC.
65 The Court will address TPG Claimants’ claims against TPIC in a separate Order and Reasons.
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insured status and insurance coverage, and contractual defense and indemnity
claims under Louisiana law in light of the settlement agreements in this matter.66
In TPG Claimants’ supplemental brief, TPG Claimants contend that their
claims against Underwriters and Taylors remain viable based on three grounds.67 As
explained by TPG Claimants:
First, TPG, as well as David Hayes, fall within TPIC’s protected
“Company Group” under the Taylors/TPIC MSA, and the Walcotts’
claims fall within Taylors’ defense and indemnity obligations. Second,
the Louisiana Oilfield Anti-Indemnity Act . . . does not bar TPG’s
contractual defense and indemnity claims because there has been no
finding of independent TPG fault. Third, TPG has a viable insurance-
based claim arising from Taylors’ insurance-procurement obligations,
TPIC’s payment of the Marcel premium, and Endorsement No. 6, which
identifies the added insureds as “Texas Petroleum Investment Company
and Company Group.”68
Thus, according to TPG Claimants, “its claims against Taylors and Underwriters
remain viable. The settlement resolved Plaintiffs’ claims; it did not adjudicate, release,
or extinguish TPG’s preserved contractual, insurance-procurement, and coverage
claims against Taylors and Underwriters.”69
In response, Taylors and Underwriters filed a joint supplemental brief.70 As to
TPG Claimants’ breach of contract claims against them, Taylors and Underwriters
argue that “it is undisputed that TPG was not a signatory to the TPIC/Taylors MSA[,]”
and “[t]he law is clear that, as a general rule, a party who is not a signatory to a
66 R. Doc. 239.
67 R. Doc. 247 at p. 1.
68 Id. at pp. 1–2.
69 Id. at p. 10.
70 R. Doc. 249.
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contract has no cause of action for its alleged breach[.]”71 According to Taylors and
Underwriters, “[t]he only conceivable legal vehicle whereby TPG would be able to
present a claim for breach of contract is if it could prove it met the legal requirements
to be a third-party beneficiary of the agreement[,]” and 	“TPG did not even make this
argument.”72 	Nonetheless, Taylors and Underwriters assert that any third-party
beneficiary argument fails because even though the MSA establishes that TPG
Claimants would be a part of TPIC’s “Company Group[,]” there was no consideration
for 	the 	contract 	and 	any 	benefit 	bestowed 	upon 	TPG 	Claimants 	was 	merely
incidental.73
Regarding 	TPG 	Claimants’ 	additional 	insured 	claims, 	Taylors 	and
Underwriters maintain that “TPG and Hayes cannot point to any legal basis to
suggest Underwriters are bound to provide retroactive coverage in their favor,
particularly in light of the plain terms of Endorsement 6 and Underwriters' repeated
statements that coverage is only bound after payment is made.”74 In sum, Taylors and
Underwriters assert that “TPG's claim for breach of contract against Taylors fall[s]
far short of the legal requirements necessary to sustain its burden of proof on that
issue[]” and that “TPG's claim against Underwriters for coverage as an additional
insured[] also fails to meet the legal requirements to sustain its burden.”75
71 Id. at p. 2 (emphasis removed).
72 Id.
73 Id.
74 Id. at p. 8.
75 Id. at p. 10.
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With leave of Court, TPG Claimants filed a memorandum in reply.76 Addressing
its breach of contract claims, TPG Claimants submit that Taylors and Underwriters’
third-party beneficiary, or stipulation pour autrui, arguments fail because TPG
Claimants are not relying on a vague implied benefit.77 Instead, according to TPG
Claimants, they are relying on Section 7.2 of the MSA, which provides indemnification
protection to TPG Claimants pursuant to the term “Company Group[.]”78 Further,
TPG Claimants assert that their benefit from the MSA is not incidental and that
calling such indemnification protection incidental would “render the defined-group
structure 	meaningless. 	Standard 	MSAs 	allocate 	risk 	through 	defined 	groups—
Company Group, Contractor Group, employees, officers, directors, etc.—many of
whom are not signatories. If every non-signatory member of a defined Company Group
receives only an incidental benefit, the Company Group language protects no one
beyond the signatory.”79
As to their additional insured claims, TPG Claimants submit that they do “not
seek to create new coverage after a known loss. TPG seeks to enforce Taylors’ pre-loss
obligation 	to 	procure 	annual 	Company 	Group 	coverage, 	including 	Article 	6.7’s
requirement that Underwriters acknowledge coverage for all occurrences during the
applicable policy year upon TPIC’s payment of the annual premium.”80
76 R. Doc. 252.
77 Id. at p. 3.
78 Id. at pp. 3–4.
79 Id. at p. 4.
80 Id. at p. 5.
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Also with leave of Court, Taylors and Underwriters have filed a sur-reply.81
Taylors and Underwriters submit the following:
Taylors does not dispute that TPG was a member of the "Company
Group" pursuant to TPIC/Taylors' MSA and, given the appropriate
circumstances, would be afforded the protection the MSA intended to
provide. Contrary to TPG's suggestion, Taylors is in no way stating that
TPG, as a "non-signatory" to the MSA removes it as a potential
indemnitee. That is not the argument Taylors is making and illustrates
that TPG misses the point of Taylors' position as outlined in its original
memorandum. TPG seems to forget that its claim against Taylors as
stated by the Court in its directive instructing the parties to file post-
trial memorandum was pertaining to TPG’s claim against Taylors for
“breach 	of 	contract.” 	On 	that 	issue, 	TPG 	is 	not 	seeking
defense/indemnity as a member of TPIC "Company Group" in the
TPIC/TPG MSA. It is seeking defense/indemnity because Taylors failed
to have its insurers acknowledge Article 6.7 of the TPIC/Taylors MSA.
In 	other 	words, 	if 	the 	Court 	finds 	Underwriters 	do 	not 	owe
defense/indemnity pursuant to the MSA, the loss of that benefit flows
through Taylors failing to have its Underwriters acknowledge they
would be bound by that Article, thereby "breaching" that provision of the
"contract" between TPIC and Taylors. It is in that context that Taylors
contends that TPG has failed to state a claim for breach of contract,
given that TPG was a non-signatory to the contract -and, that as a non-
signatory it fails to qualify, under the law, as a third-party beneficiary
to that agreement. Nothing more.82
Thus, according to Taylors and Underwriters, TPG Claimants’ claims asserted against
them are barred under Louisiana law.83
II. 	LEGAL STANDARD
Summary judgment is appropriate under Federal Rule of Civil Procedure 56
“if the movant shows that there is no genuine dispute as to any material fact and the
81 R. Doc. 259.
82 Id. at pp. 1–2 (citation modified).
83 Id. at p. 3.
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movant is entitled to judgment as a matter of law.”84 A dispute is “genuine” if it is
“real and substantial, as opposed to merely formal, pretended, or a sham.”85 Further,
a fact is “material” if it “might affect the outcome of the suit under the governing
law.”86 	When assessing whether a genuine dispute regarding any material fact
exists, the Court considers “all of the evidence in the record but refrain[s] from
making credibility determinations or weighing the evidence.”87 While all reasonable
inferences must be drawn in favor of the nonmoving party, a party cannot defeat
summary judgment with conclusory allegations, unsubstantiated assertions, or “only
a scintilla of evidence.”88 Instead, summary judgment is appropriate if a reasonable
jury could not return a verdict for the nonmoving party.89
If the dispositive issue is one on which the moving party will bear the burden
of proof at trial, the moving party “must come forward with evidence which would
entitle it to a directed verdict if the evidence went uncontroverted at trial.”90 	The
non-moving party can then defeat summary judgment by either submitting evidence
sufficient to demonstrate the existence of a genuine dispute of material fact or by
“showing that the moving party’s evidence is so sheer that it may not persuade the
84 FED. R. C IV. P. 56(a); Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986); Anderson v. Liberty Lobby,
Inc., 477 U.S. 242, 247 (1986).
85 Bazan ex rel. Bazan v. Hidalgo Cnty., 246 F.3d 481, 489 (5th Cir. 2001) (citing Wilkinson v. Powell,
149 F.2d 335, 337 (5th Cir. 1945)).
86 Anderson, 477 U.S. at 248.
87 Delta & Pine Land Co. v. Nationwide Agribusiness Ins. Co., 530 F.3d 395, 398-99 (5th Cir. 2008)
(citations omitted).
88 Id. (quoting Little v. Liquid Air Corp., 37 F.3d 1069, 1075 (5th Cir. 1994)) (internal quotations
omitted).
89 Id. at 399 (citing Anderson, 477 U.S. at 248).
90 Int’l Shortstop, Inc. v. Rally’s, Inc., 939 F.2d 1257, 1264-65 (5th Cir. 1991).
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reasonable fact-finder to return a verdict in favor of the moving party.”91 If, however,
the nonmoving party will bear the burden of proof at trial on the dispositive issue,
the moving party may satisfy its burden by merely pointing out that the evidence in
the record is insufficient with respect to an essential element of the nonmoving
party’s claim.92 The burden then shifts to the nonmoving party who must go beyond
the pleadings and, “by her own affidavits, or by the ‘depositions, answers to
interrogatories, and admissions on file,’ designate ‘specific facts showing that there
is a genuine issue for trial.’”93
III. 	ANALYSIS
Taylors and Underwriters both seek summary judgment TPG Claimants’
claims asserted against them.94 As an initial matter, the Court first determines
whether the MSA is governed by general maritime law or Louisiana law. The Court
then determines the viability of TPG Claimants’ remaining claims against Taylors
and Underwriters. For the reasons set forth below, the Court finds that Louisiana
law governs the MSA and dismisses TPG Claimants’ remaining claims against
Taylors and Underwriters.
A. 	Louisiana law applies to the MSA.
As a threshold issue, the Court first resolves whether Louisiana law or general
maritime law is applicable to the instant dispute. All parties seemingly concede that
91 Id. at 1265.
92 See Celotex, 477 U.S. at 322-23.
93 Id. at 324 (quoting FED. R. C IV. P. 56(e)).
94 R. Docs. 145 and 148.
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Louisiana law governs the MSA.95 The Court agrees. 	In a previous Order and
Reasons, the Court held that a separate Master Services Agreement between TPIC
and The Production Group, LLC was governed by Louisiana law, regardless of
whether 	that 	Master 	Services 	Agreement 	was 	classified 	as 	maritime 	or 	non-
maritime.96 The same analysis applies to the instant MSA between Taylors and TPIC.
If the MSA is classified as non-maritime, Louisiana law would apply either
through the Outer Continental Shelf Lands Act or from Book IV of the Louisiana Civil
Code.97 Similarly, if the MSA is classified as maritime, the MSA’s choice of law
provision is valid and enforceable under federal maritime law unless two narrow
exceptions apply.98 The pertinent proviso in the MSA provides that “[t]his Agreement
shall be governed, construed and interpreted in accordance with the Laws of the State
of Louisiana.”99 Nor do the two exceptions to the MSA’s choice of law provision apply,
as the Fifth Circuit has determined that the LOAIA “does not conflict with any
fundamental purpose of maritime law[,]”100 and it is axiomatic that Louisiana (i.e.,
95 See R. Docs. 145, 148, 247, 249, and 252.
96 See R. Doc. 133 at pp. 11–17.
97 See id. at pp. 12–15.
98 See Great Lakes Insurance SE v. Raiders Retreat Realty Co., LLC, 601 U.S. 65, 76 (2024). In Great
Lakes Insurance SE, the Supreme Court held that “[a]s a matter of federal maritime law, choice-of-
law provisions in maritime contracts are presumptively enforceable.” Id. at 76. The Supreme Court
further explained that “[o]f course, to say that choice-of-law clauses are presumptively enforceable as
a matter of federal maritime law means that there are exceptions when the clauses are not enforceable
. . . . In particular, the parties agree that courts should disregard choice-of-law clauses in otherwise
valid maritime contracts when the chosen law would contravene a controlling federal statute . . . or
conflict with an established federal maritime policy . . . . The parties further agree that, as a matter of
federal maritime law, courts may disregard choice-of-law clauses when parties can furnish no
reasonable basis for the chosen jurisdiction.” Id. (citation modified).
99 R. Doc. 148-2 at p. 15.
100 Stoot v. Fluor Drilling Services, Inc., 851 F.2d 1514, 1518 (5th Cir. 1988).
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the chosen jurisdiction) has a substantial relationship to the parties in the instant
dispute.101 Accordingly, as the parties suggest, Louisiana law governs the MSA.
B. 	TPG Claimants’ breach of contract claims fail as a matter of law.
TPG Claimants assert that “Section 7.2 of the Taylors/TPIC MSA grants TPG
the right to defense and indemnity from Taylors[,]” as “Taylors agreed to ‘release,
protect, defend, indemnify and hold harmless’ TPIC’s Company Group from claims by
Taylors employees for bodily injury, ‘without limit and without regard to the cause or
causes thereof or the negligence, breach of contract or warranty, or fault’ of any
party.”102 Taylors and Underwriters, in turn, argue that “TPG as a non-signatory to
the MSA between TPIC and Taylors, who also fails to meet the requirements to
qualify as a third-party beneficiary, cannot state a claim to recover damages for
alleged breach of contract by Taylors.”103 The Court agrees.
“It is well established that Louisiana provides no action for breach of contract
in the absence of privity between the parties.”104 “However, one exception to this rule
of privity is when a contract stipulates a benefit for a non-party.”105 Louisiana Civil
Code art. 1978 provides that “[a] contracting party may stipulate a benefit for a third
101 See R. Doc. 233 at pp. 16–17.
102 R. Doc. 247 at p. 4.
103 R. Doc. 249 at p. 6.
104 Matthews v. Stolier, Civil Action No. 13–6638, 2015 WL 1726211, at * 7 (E.D. La. Apr. 15,
2015)(Milazzo, J.)(citing Louisiana Ins. Guar. Ass'n v. Rapides Parish Police Jury, 182 F.3d 326, 331
(5th Cir.1999); Long v. Jeb Breithaupt Design Build Inc., 4 So.3d 930, 941 (La. Ct.App. 2
Cir.2009); Pearl River Basin Land & Dev. Co. v. State ex rel. Governor's Office of Homeland Sec. &
Emergency Preparedness, 29 So.3d 589, 592 (La. Ct.App. 1 Cir.2009)).
105 Louisiana Environmental Concepts, LLC v. BKW, Inc., Civil Action No. 18-12568, 2019 WL
2009242, at *4 (E.D. La. May 7, 2019)(Feldman, J.).
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person called a third-party beneficiary.”106 “Under Louisiana law, such a contract for
the benefit of a third party is commonly referred to as a stipulation pour autrui.”107
As explained by the Louisiana Supreme Court:
The most basic requirement of a stipulation pour autrui is that the
contract manifest a clear intention to benefit the third party; absent
such 	a 	clear manifestation, 	a 	party claiming 	to 	be a third party
beneficiary cannot meet his burden of proof. A stipulation pour autrui is
never presumed. The party claiming the benefit bears the burden of
proof.108
Additionally, in determining whether contracting parties have provided a benefit for
a third party, the following three elements must be met: “1) the stipulation for a third
party is manifestly clear; 2) there is certainty as to the benefit provided the third
party; and 3) the benefit is not a mere incident of the contract between the promisor
and the promisee.”109
Another Section of this Court has determined that, standing alone, “a promise
to indemnify does not create a stipulation pour autrui.”110 In support, that court
invoked the Fifth Circuit’s decision in Liquid Drill, Inc. v. U.S. Turnkey Exploration,
Inc., where the Fifth Circuit “held that the language accepting responsibility for all
106 LA. C IV. C ODE art. 1978.
107 Joseph v. Hospital Service Dist. No. 2 of Parish of St. Mary, 2005-2364, p. 7 (La. 10/15/06), 939 So.2d
1206, 1211 (citation modified).
108 Id., 2005-2364, p. 9, 939 So.2d at 1212 (citation modified).
109 Id., 2005-2364, pp. 9–10, 939 So.2d at 1212. “The United States Court of Appeal for the Fifth Circuit
has applied the same test as applied by the Louisiana Supreme Court, holding that in order to establish
the third party beneficiary relationship, there must be potential for future liability with respect to the
promisee, the advantage to the third party must affect the promisee in a material way, and that there
are ties of kinship or other circumstances indicating that a benefit was intended.” Fairfield Royalty
Corp. v. Island Operating Co., Inc., Civil Action No. 10–3446, 2012 WL 2716414, at *2 (E.D. La. July
9, 2012)(Lemelle, J.)(citing Price v. Hous. Auth. of New Orleans, 453 F. App'x 446, 450 (5th Cir. 2011)).
110 Branch v. Art Catering, Inc., Civil Action Nos. 05-1223, 06-1630, 2007 WL 1747023, at * 3 (E.D. La.
June 15, 2007)(Barbier, J.).
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torts does not in and of itself create a stipulation pour [autrui].”111 The Court agrees
with the above rationale and finds that the existence of an indemnification provision
in the MSA alone does not prove the existence of a stipulation pour autrui.112 Instead,
all three elements enumerated by the Louisiana Supreme Court must be satisfied.
In this case, not all the elements of a stipulation pour autrui are met. TPG
Claimants have not expressly addressed the first element – whether a stipulation for
a third party is clear.113 Nonetheless, TPG Claimants’ principal argument is that they
fall under the definition of “Company Group” in Art. 7.2 of the MSA, and therefore
Taylors is required to indemnify them.114 Art. 7.2 of the MSA provides, in pertinent
part:
CONTRACTOR 	AGREES 	TO 	RELEASE, 	PROTECT, 	DEFEND,
INDEMNIFY AND HOLD HARMLESS COMPANY, ITS 	OFFICERS,
DIRECTORS, 	EMPLOYEES, 	JOINT 	OWNERS, 	AND 	THEIR
INVITEES, AND ANY CUSTOMER FOR WHOM 	COMPANY IS
PERFORMING 	SERVICES 	(HEREINAFTER 	COLLECTIVELY
REFERRED TO AS "COMPANY GROUP") . . . .115
Accordingly, Company Group includes TPIC (i.e., the Company) and its officers,
directors, employees, joint owners, and invitees. Focusing on their status as invitees
of TPIC, TPG Claimants contend that they are owed indemnification from Taylors.116
111 Id. (citing Liquid Drill, Inc. v. U.S. Turnkey Exploration, Inc., 48 F.3d 927, 932 (5th Cir.1995)).
112 This is not to say, however, that an indemnification provision in an MSA can never give rise to a
stipulation pour autrui. The Court’s holding, as set forth below, is limited to the facts before this Court
in this matter.
113 See R. Docs. 247 and 252.
114 See R. Docs. 247 and 252.
115 R. Doc. 148-2 at p. 10.
116 R. Doc. 247 at p. 5.
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“When a maritime contract uses but does not define ‘invitee,’ courts in this
circuit apply the definition articulated in Blanks v. Murco Drilling Corp.”117 In
Blanks, the Fifth Circuit defined an “invitee” as “‘a person who goes onto premises
with the expressed or implied invitation of the occupant, on business of the occupant
or for their mutual advantage.’”118 In an unpublished opinion, the Fifth Circuit has
further 	noted 	that 	“Blanks does 	not 	define 	occupant, 	and 	Louisiana 	case 	law
recognizes that the term is susceptible of different meanings.”119 Ultimately, the Fifth
Circuit defined “occupant” is “‘[o]ne who has possessory rights in, or control over,
certain property or premises.’”120
Using the above guidance from the Fifth Circuit, TPIC was the occupant of SP-
24 and the Vessel, as the owner of both, and David Hayes was operating the Vessel
with permission of TPIC pursuant to the Master Services Agreement between TPIC
and The Production Group, LLC.121 Accordingly, while not readily apparent from the
plain language of the MSA, the Court finds that TPG Claimants were “invitees” of
TPIC pursuant to the MSA. By virtue of the fact that the Court has to turn to
additional caselaw to define the terms “invitee” and “occupant[,]” an argument can be
made that the stipulation for TPG Claimants (i.e., a third party) is unclear and thus
the first element is not satisfied.
117 Grogan v. W&T Offshore, Inc., 812 F.3d 376, 379 (5th Cir. 2016)(citing Blanks v. Murco Drilling
Corp., 766 F.2d 891 (5th Cir. 1985)).
118 Id. (quoting Blanks, 766 F.2d at 894).
119 Brown v. Sea Mar Management, LLC, 288 Fed. Appx. 922, 925 (5th Cir. 2008)(citation modified).
120 Id. (quoting B LACK' S LAW D ICTIONARY 1108 (8th ed. 2004)).
121 See R. Doc. 12-1.
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Nonetheless, the Court finds that Art. 7.6 of the MSA ultimately proves fatal
to the existence of any stipulation pour autrui. Art. 7.6 provides, in pertinent part:
Notwithstanding anything to the contrary contained elsewhere herein,
neither Contractor Group nor Company Group shall be liable to the
other for any consequential, incidental, indirect, exemplary or punitive
damages of any kind or character, including, but not limited to, loss of
use, loss of profit, loss of revenue, loss of product or production, reservoir
damage, or loss of hole, whenever arising under this Agreement or as a
result of, relating to or in connection with the work hereunder, and no
claim for synch [sic] damages shall be made by either Contractor Group
nor Company Group, without regard to the cause or causes thereof or the
negligence, breach of contract or warranty or fault (active or passive) of
any party or parties including the sole, joint or concurrent negligence,
including gross negligence, of Company Group, Contractor Group, or any
other party, any theory of strict liability, 	statutory 	liability, 	defect 	of
premises, 	or 	the unseaworthiness of any vessel (whether or not pre-
existing the date of this Contract).122
The MSA dictates no claims shall be made by TPG Claimants, as members of
“Company Group[,]” for “breach of contract . . . of any party or parties including the
sole, joint or concurrent negligence, including gross negligence, of Company Group,
Contractor Group, or any other party, any theory of strict liability, statutory liability,
defect of premises, or the unseaworthiness of any vessel.”123 Again, “[a] stipulation
pour autrui is never presumed[,]” and 	“[t]he party claiming the benefit bears the
burden of proof.”124 TPG Claimants have not met their burden of proof, as the MSA
casts doubt on TPG Claimants’ ability to sue for a breach of contract against Taylors
and/or Underwriters. Accordingly, based on the record evidence before it, the Court
finds that TPG Claimants are not third-party beneficiaries pursuant to the MSA and,
122 R. Doc. 148-2 at p. 12 (emphasis added).
123 Id. at p. 12.
124 Joseph, 2005-2364, p. 9, 939 So.2d at 1212.
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the Court dismisses TPG Claimants’ breach of contract claim against Taylors and
Underwriters.125
C. 	TPG Claimants’ additional insured claims likewise fail as a
matter of law.
TPG Claimants assert that they are additional insureds on Taylors’ 2024-2025
Policy via Endorsement No. 6, which adds “Texas Petroleum Investment Company
and Company Group” as additional insureds.126 Taylors and Underwriters contend,
however, that Endorsement No. 6 was not in effect at the time of the April 10, 2024
allision, and therefore, TPG Claimants were not additional insureds at the time of
the allision.127 The Court agrees.
As 	it 	pertains 	to 	TPG 	Claimants’ 	additional 	insured 	claims, 	summary
judgment boils down to one simple issue of timing: whether TPIC’s April 26, 2024
payment for additional insured coverage (i.e., a Marcel premium) on Taylors’ 2024-
2025 Policy requires Taylors and Underwriters to fully indemnify TPG Claimants for
the Walcotts’ claims arising out of the April 10, 2024 allision. For the reasons set
forth below, the Court determines that it does not.
125 While TPG Claimants’ breach of contract claim is technically asserted pursuant to Endorsement
No. 6 (R. Doc. 93), the MSA is the contract that serves as the genesis for any obligation for TPIC and
“Company Group” to obtain Marcel coverage. Thus, because TPG Claimants are not third-party
beneficiaries of the MSA, they cannot assert a breach of contract claim pursuant to Endorsement No.
6 for the same reasons why they are not third-party beneficiaries of the MSA. Only Taylors, TPIC, and
Underwriters were in contractual privity to Endorsement No. 6. See R. Doc. 148-15 at p. 14.
126 R. Doc. 148-3 at p. 113.
127 R. Doc. 249.
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Louisiana law invalidates certain indemnity or “knock for knock” provisions
found in oil and gas contracts.128 The LOAIA, specifically La. R.S. § 9:2780(A) and §
9:2780(B) provide as follows:
A. The legislature finds that an inequity is foisted on certain contractors
and their employees by the defense or indemnity provisions, either or
both, contained in some agreements pertaining to wells for oil, gas, or
water, or drilling for minerals which occur in a solid, liquid, gaseous, or
other state, to the extent those provisions apply to death or bodily injury
to persons. It is the intent of the legislature by this Section to declare
null and void and against public policy of the state of Louisiana any
provision 	in 	any 	agreement 	which 	requires 	defense 	and/or
indemnification, for death or bodily injury to persons, where there is
negligence or fault (strict liability) on the part of the indemnitee, or an
agent or employee of the indemnitee, or an independent contractor who
is directly responsible to the indemnitee.
B. Any provision contained in, collateral to, or affecting an agreement
pertaining to a well for oil, gas, or water, or drilling for minerals which
occur in a solid, liquid, gaseous, or other state, is void and unenforceable
to the extent that it purports to or does provide for defense or indemnity,
or either, to the indemnitee against loss or liability for damages arising
out of or resulting from death or bodily injury to persons, which is caused
by or results from the sole or concurrent negligence or fault (strict
liability) of the indemnitee, or an agent, employee, or an independent
contractor who is directly responsible to the indemnitee.129
“The term ‘agreement[]’ . . . means any agreement or understanding, written or oral,
concerning any operations related to the exploration, development, production, or
transportation of oil, gas, or water, or drilling for minerals which occur in a solid,
liquid, gaseous, or other state . . . .”130
128 A “knock for knock” provision is an “indemnity obligation in which each party is required to
indemnify the other for claims brought by its own employees.” Skipper v. A&M Dockside Repair, Inc.,
Civil Action No. 18-6164, 2019 WL 3035447, at *3 (E.D. La. July 11, 2019)(Vance, J.)(citing 1
Admiralty & Mar. Law § 5:16 (6th ed. 2018)).
129 La. R.S. §§ 9:2780(A), 9:2780(B).
130 La. R.S. § 9:2780(C).
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The Fifth Circuit has recognized one exception to the LOAIA’s prohibition on
knock for knock provisions, wherein the LOAIA’s prohibition does not apply if the
“principal pays for or obligates itself to pay for the cost of the indemnitor obtaining
the insurance coverage.”131 Such exception, often referred to as a Marcel premium,
“is a payment in which the principal covers the entire cost of its own insurance
coverage and secures an endorsement naming it as an insured in its contractor's
policy, rendering the coverage enforceable without frustrating LOAIA.”132 As further
explained by another Section of this Court:
LOAIA is designed to ensure the economic burden of insurance coverage
and liability does not fall on independent contractors. In Marcel v. Placid
Oil Co., the Fifth Circuit recognized this burden is not placed on
independent contractors, even if a claim for indemnification is made,
when oil companies pay for their own liability coverage or reimburse the
independent 	contractors 	fully 	for 	the 	insurance 	premiums. 	This
reimbursement for insurance coverage is known as a Marcel premium.
When Marcel payments are made, the indemnity clauses of a contract
are enforceable.133
The Fifth Circuit has noted, however, that the Marcel premium exception “does not
apply if any material part of the cost of insuring the indemnitee is borne by the
independent contractor procuring the insurance coverage.”134
Here, the Court has already determined that Louisiana law applies to the
MSA, and the parties concede that the MSA’s indemnity provision falls within the
131 Borman v. Shamrock Energy Solutions, LLC., 421 F. Supp. 3d 382, 386 (E.D. La. 2019)(Barbier,
J.)(citing Marcel v. Placid Oil Co., 11 F.3d 563, 569 (5th Cir. 1994)).
132 Delozier v. S2 Energy Operating, LLC, 500 F. Supp. 3d 514, 526 (E.D. La. Nov. 12, 2020)(Morgan,
J.).
133 Id. (citation modified).
134 Marcel, 11 F.3d at 570.
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LOAIA’s ambit.135 Instead, the parties disagree as to whether TPIC’s April 26, 2024
Marcel 	premium 	payment, 	via 	Endorsement 	No. 	6, 	requires 	Taylors 	and
Underwriters to indemnify TPG, as “Texas Petroleum Investment Company and
Company Group[.]”136
Under Louisiana law, “[s]ummary judgment is appropriate when there is no
genuine issue of material fact that the provisions of an insurance policy do not afford
coverage. Whether an insurance policy clearly and unambiguously excludes coverage
is a question of law decided from the four corners of the policy.”137 As further
explained by the Louisiana Supreme Court:
An insurance policy is a contract between the parties and should be
construed using the general rules for the interpretation of contracts set
forth in our Civil Code. Interpretation of an insurance policy is the
determination of the common intent of the parties – this analysis starts
by examining the words of the policy itself. 	Words and phrases in an
insurance policy must be given their generally prevailing meaning
unless they are words of art or have acquired a technical meaning. When
the words of an insurance policy are clear and explicit and do not lead
to absurd consequences, courts must enforce the language as written.
Courts lack the authority to alter the terms of an insurance policy under
the guise of interpretation and should not create an ambiguity where
none exists. An insurance policy is construed against an insurer and in
favor of coverage only when an ambiguity remains after applying the
aforementioned general rules for the interpretation of contracts. The
language 	of 	an 	insurance 	policy 	may 	be 	general 	without 	being
ambiguous.138
135 See R. Docs. 145, 148, 247, 249, 252. While all parties agree that the MSA is an oil and gas contract
that could be impacted by the LOAIA, all parties do not agree that the LOAIA’s prohibition on knock
for knock provision applies without a finding of fault at trial. See R. Docs. 247 and 252.
136 R. Doc. 148-3 at p. 113.
137 Kazan v. Red Lion Hotels Corporation, 2021-01820, p. 3 (La. 6/29/22), 346 So. 3d 267, 269–70
(citation modified).
138 Id., 2021-01820, p. 3, 346 So. 3d at 270 (citation modified).
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Applying the above principles of Louisiana law, the Court finds that the text of
Endorsement No. 6 dictates that there is no coverage in favor of TPG Claimants for
costs related to the April 10, 2024 allision.139
Endorsement No. 6 adds TPIC and “Company Group” as an additional insured
to Taylors’ 2024-2025 Policy.140 Crucially, TPIC did not issue a check for the Marcel
premium until April 22, 2024, which was received by HUB on April 26, 2024.141
Accordingly, Endorsement No. 6 unambiguously states that such endorsement
became effective on April 26, 2024 at 12:01 A.M.142 Based on the four corners of
Endorsement No. 6 to Taylors’ 2024-2025 Policy, it is clear and unambiguous that
TPG Claimants, included within the term “Company Group[,]” were not additional
insureds on Taylors’ 2024-2025 Policy at the time of the April 10, 2024 allision. The
Court’s analysis would ordinarily end here, finding that because Endorsement No. 6
did not come into effect until April 26, 2024, Underwriters and Taylors are not legally
bound to indemnify TPIC and, in turn, TPG Claimants as “Company Group[.]”
TPG Claimants, however, argue that, pursuant to Article 6.7 of the MSA, it
was the intent of TPIC and Taylors that TPIC and “Company Group” be afforded
Marcel coverage for a complete policy year, even if the payment was delayed, as long
as it was made.143 According to TPG Claimants, “the MSA specifically contemplated
that Marcel premiums could be paid after an occurrence without prejudicing coverage
139 R. Doc. 148-3 at pp. 113–115.
140 Id.
141 R. Doc. 148-14 at p. 1.
142 R. Doc. 148-15 at p. 1.
143 R. Doc. 247 at pp. 9–10.
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for members of Company Group. TPIC’s payment within a few days of the incident
(after receipt of the HUB invoice) was therefore consistent with the parties’ annual
Marcel premium structure.”144
Notwithstanding the fact that Endorsement No. 6 clearly states that it has an
effective date of April 26, 2024, Louisiana jurisprudence defeats TPG Claimants’
assertion that the timing of Endorsement No. 6 is inconsequential. The Louisiana
Court of Appeal for the Fourth Circuit has explained that “[a]n insured, when
contracting for the insurance, necessarily represents that the object insured is in
existence and has not already suffered the damage insured against.”145 Similarly, the
Louisiana Second Circuit has stated that “no insurance company would have issued
a policy covering an accident which had occurred prior to his applying for insurance.
Such a loss is uninsurable. Anything otherwise is contrary to the fundamentals of
Louisiana law and, more so, to the fundamentals of sound business practice or even
common sense.”146 The Louisiana Second Circuit has also found that “‘[i]t would seem
to be too clear to admit of argument that an insurance agent has no authority to
contract for liability on behalf of the principal by incurring liability for a loss which
has already been incurred.’”147
In 	conformity 	with 	the 	above 	principles, 	the 	Louisiana 	Fourth 	Circuit
determined 	that 	“[t]o 	allow 	a 	principal 	to 	secure 	coverage 	on 	its 	contractor's
144 Id. at p. 10.
145 Broome v. State Farm Mut. Auto. Ins. Co., 152 So. 2d 827, 829 (La. Ct. App. 4th Cir. 1963).
146 Brignac v. City of Monroe, 41,207, pp. 10–11 (La. App. 2 Cir. 7/26/06), 936 So. 2d 272, 278.
147 Liberty Mut. Ins. Co. v. Jotun Paints, Inc., 555 F. Supp. 2d 686, 698 (E.D. La. Apr. 2, 2008)(Africk,
J.)(quoting B.T.U. Insulators, Inc. v. Md. Cas. Co., 175 So.2d 899, 902 (La. Ct. App. 2d Cir. 1965)).
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policy after the loss for which the coverage is sought is certainly beyond the intended
scope of the LOAIA.”148 The Court agrees with that reasoning. Additionally, this
Court has concerns that adopting TPG Claimants’ argument would impose a material
part of the cost to insure TPIC (i.e., the indemnitee) upon Taylors (i.e., the contractor)
who is procuring the insurance coverage.149
Moreover, TPG Claimants’ reliance on its prior course of dealings with Taylors
and HUB misses the mark.150 The fact that TPIC paid Marcel premiums prior to and
after the April 10, 2024 allision bears no weight on the Court’s analysis. The same
can also be said for the amount of money TPIC paid for its Marcel premium in
conjunction with Endorsement No. 6.151 The fact that TPIC paid an identical Marcel
premium price as it did for the years in which it obtained full Marcel coverage does
not constitute grounds for a retroactive application of Endorsement No. 6. This is
especially the case when it was TPIC that recognized that its “Marcel coverage . . .
ha[d] expired” after the allision.152 Finally, the endorsement for the Marcel coverage
instituted after the allision clearly states that it becomes effective on April 26,
2024.153 The Court thus determines that TPG Claimants, as the “Company Group” of
TPIC, were not additional insureds under Taylors’ 2024-2025 Policy at the time of the
148 Amoco Prod. Comp. v. Lexington Ins. Co., 98–1676, p. 4 (La. App. 1 Cir. 9/24/99) 745 So.2d 676, 681
(emphasis original).
149 See Marcel, 11 F.3d at 570 (holding that the Marcel premium exception to the LOAIA “does not
apply if any material part of the cost of insuring the indemnitee is borne by the independent contractor
procuring the insurance coverage[]”).
150 See R. Doc. 247 at pp. 9–10.
151 Id.
152 R. Doc. 148-11 at p. 1.
153 R. Doc. 148-15.
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April 10, 2024 allision. TPG Claimants’ additional insured claims therefore fail as a
matter of law.154
IV. 	CONCLUSION
For the above reasons,
IT IS HEREBY ORDERED that Taylors’ Motion for Summary Judgment155
against TPG Claimants is GRANTED.
IT 	IS 	FURTHER ORDERED that Underwriters’ Motion for Summary
Judgment156 against TPG Claimants is GRANTED.
IT IS FURTHER ORDERED that TPG Claimants’ contractual defense and
indemnity, additional insured, and breach of contract claims against Taylors and
TPG Claimants’ breach of contract claim against Underwriters are DISMISSED.
New Orleans, Louisiana, July 31, 2026.
______________________________
WENDY B. VITTER
United States District Judge
154 Considering the Court’s findings that TPG Claimants are not third-party beneficiaries of the MSA
and that Endorsement No. 6 was not effective at the time of the April 10, 2024 allision, the Court need
not resolve the issue of whether the LOAIA’s prohibition on knock for knock provisions applies to the
MSA in light of the settlement reached at trial.
155 R. Doc. 145.
156 R. Doc. 148.
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