On September 15, 2025, the Fifth Circuit Court of Appeals affirmed the United States District Court for the Southern District of Texas’ dismissal of a contract dispute, holding that the contract in question did not satisfy the Fifth Circuit’s test for classifying as a “maritime contract.” Within the following article, the Fifth Circuit’s decision will be discussed, as well as its implications for future litigants as to whether indemnity provisions will apply for disputes relating to work aboard offshore drilling platforms.

Genesis Energy, L.P. v. Danos, L.L.C. – Background

In November of 2020, an employee of Danos, LLC suffered injuries while performing repairs on an offshore platform located on the outer Continental Shelf off the coast of Louisiana. Thereafter, he filed suit against his employer, the platform’s owner Genesis, LP, and L&M Botruc Rental, LLC.

Genesis, LP then filed a crossclaim and for summary judgment against Danos, LLC, seeking defense and indemnification based upon a 2008 Master Services Agreement. Genesis LP argued that the use of a transport vessel to house and deliver employees and equipment to the platform to conduct repairs satisfied the Fifth Circuit’s requirements for the dispute to fall under federal law. Danos likewise filed a cross-motion seeking dismissal of Genesis’ claims.

The district court concluded that the Master Services Agreement was not a “maritime contract,” and that Louisiana law applied under the Outer Continental Shelf Lands Act, barring the enforceability of the subject indemnification provision.

Law and Analysis

In determining whether a contract is a “maritime contract,” courts within the Fifth Circuit Court of Appeals apply a two-prong test which asks: (1) is the contract one to provide services to facilitate the drilling or production of oil and gas on navigable waters? and, if yes; (2) does the contract provide or do the parties expect that a vessel will play a substantial role in the completion of the contract?

The Fifth Circuit affirmed the district court’s decision upon appeal, holding that there was no “‘direct and substantial link between the contract and the operation of the ship, its navigation, or its management afloat,’” and that “Genesis’s proffered evidence therefore does not establish that the parties expected the Vessel to have a substantial role in completing the contract.” The Fifth Circuit rejected Genesis, LP’s arguments that the transport vessel’s role in housing the crew, serving as a space for meals and meetings, and transporting men, fuel and equipment are legally sufficient to show that the vessel’s “use” was for work.

The Fifth Circuit described the transport vessel’s function as “ancillary” and “incidental,” which only facilitated the platform repairs. For such a vessel to satisfy the Court’s two-prong test, there must be a “closer nexus between the Vessel and the project’s work. . .”

The Fifth Circuit’s decision in Genesis Energy, L.P. v. Danos, L.L.C., highlights the importance of determining what role a particular connecting vessel plays when conducting work aboard an offshore platform. Had the transport vessel a more critical role in the repairs in the offshore platform, such as mixing concrete to be used aboard the platform, and the parties intended for such work to be performed in connection of the repairs, then the contract would likely have been considered a maritime contract and federal law would have applied, potentially obligating Danos, LLC to indemnify Genesis, LP for all costs associated with the injured employee’s prior lawsuit.

Takeaway

Parties contracting in an offshore capacity need to be aware of the distinct roles their vessels and employees play in offshore platform repairs prior to the original suit. Had Genesis, LP considered that the only material role the transport vessel had in the platform’s repairs was ancillary to the work being conducted, time and legal fees could have been saved and better used elsewhere. Likewise, had Genesis, LP required the vessel to be used in a role more crucial to the platform repairs, the Master Services Agreement could have been considered a maritime contract, and Genesis, LP would have been entitled to indemnification from Danos, LLC.

Genesis Energy, L.P. v. Danos, L.L.C., 152 F.4th 648 (5th Cir. 2025).