1

IN THE UNITED STATES DISTRICT COURT

FOR THE MIDDLE DISTRICT OF PENNSYLVANIA

MICHAEL WILLIAMS, : Civil Action No. 4:15-00675

:

:

Plaintiff, : (Judge Brann)

:

v. :

:

INFLECTION ENERGY, LLC, U.S. :

WELL SERVICES, LLC and U.S. :

WELL SERVICES, INC., :

:

Defendants. :

MEMORANDUM

August 19, 2015

Pending before this Court is a motion to dismiss filed by Defendant 

Inflection Energy, LLC (hereinafter “Inflection”). The motion seeks to dismiss 

Defendant U.S. Well Services, LLC’s (hereinafter “U.S. Well”) crossclaim 

pursuant to Federal Rule of Civil Procedure 12(b)(6) for contractual 

indemnification. The contract between Inflection and U.S. Well contains a choice 

of law provision which requires application of Colorado law; therefore Colorado 

law controls the instant matter. See Gay v. CreditInform, 511 F.3d 369, 389 (3d 

Cir. 2007) (“Pennsylvania courts generally honor the intent of the contracting 

parties and enforce choice of law provisions in contracts executed by them.”).1 

 

1 The court in Gay goes on to say that Pennsylvania courts have adopted section 187 of the Restatement (Second) 

Conflict of Laws, which provides that contractual choice of law provisions will be enforced except in certain 

Case 4:15-cv-00675-MWB Document 39 Filed 08/19/15 Page 1 of 10
2

This matter has been fully briefed and is now ripe for disposition. In accordance 

with the following reasoning, Inflection’s motion to dismiss is denied.

I. BACKGROUND

The instant lawsuit arises from personal injuries suffered by Plaintiff, 

Michael Williams while performing work for Trinity Medical Management 

Services LLC and/or Hyperion Safety Services, LLC (hereinafter “Trinity Medical 

Management”), on a well site owned and/or operated by Inflection. He initiated 

the present action on January 5, 2015, by filing a complaint against Inflection, U.S. 

Well, and U.S. Well Services, Inc. in the Eastern District of Louisiana. Shortly 

thereafter, the action was transferred to this Court. On April 30, 2015, U.S. Well 

filed its answer to Plaintiff’s complaint and included a crossclaim against 

Inflection for common law contribution and indemnification, as well as contractual 

indemnification. It is this latter claim that Inflection seeks to dismiss on two

grounds: (1) that U.S. Well has not sufficiently pled its claim; and (2) that the 

indemnification provisions at issue do not support a claim that Inflection agreed to 

indemnify U.S. Well in the instant scenario.

II. LEGAL STANDARD

When considering a motion to dismiss under Federal Rule of Civil 

Procedure 12(b)(6), a court must view all allegations stated in the complaint as true 

 

circumstances. Gay, 511 F.3d at 389. Because U.S. Well has not argued that Colorado law should not be applied,

this Court will apply Colorado law in the instant matter.

Case 4:15-cv-00675-MWB Document 39 Filed 08/19/15 Page 2 of 10
3

and construe all inferences in the light most favorable to plaintiff. See Hishon v. 

King & Spaulding, 467 U.S. 69, 73 (1984); see also Kost v. Kozakiewicz, 1 F.3d 

176, 183 (3d Cir. 1993). However, “the tenet that a court must accept as true all of 

the [factual] allegations contained in the complaint is inapplicable to legal 

conclusions.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (internal citations 

omitted). In ruling on such a motion, the court primarily considers the allegations 

of the pleading, but is not required to consider legal conclusions alleged in the 

complaint. See Kost, 1 F.3d at 183. “Threadbare recitals of the elements of a 

cause of action, supported by mere conclusory statements, do not suffice.” Iqbal, 

556 U.S. at 678. At the motion to dismiss stage, the court considers whether 

plaintiff is entitled to offer evidence to support the allegations in the complaint. 

See Maio v. Aetna, Inc., 221 F.3d 472, 482 (3d Cir. 2000). 

A complaint should only be dismissed if, accepting as true all of the 

allegations in the amended complaint, plaintiff has not pled enough facts to state a 

claim to relief that is plausible on its face. See Bell Atlantic Corp. v. Twombly, 550 

U.S. 544, 561 (2007). “Determining whether a complaint states a plausible claim 

for relief will . . . be a context-specific task that requires the reviewing court to 

draw on its judicial experience and common sense.” Iqbal, 556 U.S. at 663-664. 

“In considering a Rule 12(b)(6) motion, we must be mindful that federal 

courts require notice pleading, as opposed to the heightened standard of fact 

Case 4:15-cv-00675-MWB Document 39 Filed 08/19/15 Page 3 of 10
4

pleading.” Hellmann v. Kercher, No. 07-1373, 2008 WL 1969311 at * 3 (W.D. Pa. 

May 5, 2008) (Lancaster, J.). Federal Rule of Civil Procedure 8 "requires only a 

‘short and plain statement of the claim showing that the pleader is entitled to relief,' 

in order to 'give the defendant fair notice of what the...claim is and the grounds on 

which it rests,'" Twombly, 550 U.S. at 554 (quoting Conley v. Gibson, 355 U.S. 41, 

47 (1957)). However, even under this lower notice pleading standard, a plaintiff 

must do more than recite the elements of a cause of action, and then make a 

blanket assertion of an entitlement to relief. See Hellmann, 2008 WL 1969311 at 

*3. Instead, a plaintiff must make a factual showing of his entitlement to relief by 

alleging sufficient facts that, when taken as true, suggest the required elements of a 

particular legal theory. See Twombly, 550 U.S. at 561. “[W]here the well-pleaded 

facts do not permit the court to infer more than the mere possibility of misconduct, 

the complaint has alleged - - but it has not “shown” - - “that the pleader is entitled 

to relief.” Iqbal, 556 U.S. at 679 (quoting Fed. R. Civ. P. 8(a)). 

The failure-to-state-a-claim standard of Rule 12(b)(6) “streamlines litigation 

by dispensing with needless discovery and factfinding.” Neitzke v. Williams, 490 

U.S. 319, 326-27 (1989). A court may dismiss a claim under Rule 12(b)(6) where 

there is a “dispositive issue of law.” Id. at 326. If it is beyond a doubt that the 

non-moving party can prove no set of facts in support of its allegations, then a 

Case 4:15-cv-00675-MWB Document 39 Filed 08/19/15 Page 4 of 10
5

claim must be dismissed “without regard to whether it is based on an outlandish 

legal theory or on a close but ultimately unavailing one.” Id. at 327.

III. DISCUSION

A. Extrinsic Evidence

As an initial matter, Inflection relies in its motion to dismiss on the Master 

Service Agreement entered into by Inflection and U.S. Well which contains the 

indemnification provisions at issue. U.S. Well did not attach this agreement to its 

counterclaim.

“The general rule is that ‘a district court ruling on a motion to dismiss may 

not consider matter extraneous to the pleadings.’” In re Rockefeller Center Props., 

Inc. Secs. Litig., 184 F.3d 280, 292 (3d Cir. 1999) (quoting In re Burlington Coat 

Factory Sec. Litig., 114 F.3d 1410, 1426 (3d Cir. 1997)). However, the United 

States Court of Appeals for the Third Circuit has carved out an exception to this 

general rule, that is, when an extrinsic document is “integral to or explicitly relied 

upon in the complaint.” Burlington Coat, 114 F.3d at 1426. 

In this case, U.S. Well’s counterclaim for contractual indemnification is 

predicated entirely on this Master Service Agreement, which makes it appropriate 

for the Court to consider this document in ruling on Inflection’s motion to dismiss.

Case 4:15-cv-00675-MWB Document 39 Filed 08/19/15 Page 5 of 10
6

B. Master Service Agreement Indemnification Provisions

Inflection argues that pursuant to the language of the indemnification

provision of the Master Service Agreement, in conjunction with controlling law on 

contract interpretation, it is not required to indemnify U.S. Well for personal injury 

or property claims initiated by U.S. Well’s own subcontractors, nor is it required to 

indemnify U.S. Well for claims alleging U.S. Well’s own negligence. U.S. Well

does not respond directly to this argument.

A contract for indemnification is generally construed to effectuate rather 

than defeat the parties’ intentions. See Williams v. White Mountain Const. Co., 

Inc., 749 P.2d 423, 426 (Colo. 1988) (citing Gardner Bros. & Glenn Constr. Co. v. 

American Surety Co., 37 P.2d 384, 386 (Colo. 1934). Indemnification agreements 

are construed according to general contract law principles and the parties’ 

intentions are determined by reference to the plain meaning of the contract 

language. See Mid Century Ins. Co. v. Gates Rubber Co., 43 P.3d 737, 739 (Colo. 

App. 2002) (“An indemnity agreement is subject to the same rules of construction 

that govern generally. Hence it should be enforced according to the plain and 

generally accepted meaning of its language and interpreted in its entirety to give 

effect to all of its provisions so that none are rendered meaningless.”); see also 

East Ridge of Fort Collins, LLC v. Larimer & Weld Irrigation Co., 109 P.3d 969, 

974 (Colo. 2005) (“It is axiomatic that a contract must be construed to ascertain 

Case 4:15-cv-00675-MWB Document 39 Filed 08/19/15 Page 6 of 10
7

and effectuate the intent of the parties as determined primarily from the language 

of the contract. To this end, the instrument’s language must be examined and 

construed in harmony with the plain and generally accepted meaning of the words 

used.”). 

However, an indemnification provision that purports to render the 

indemnitor liable for the indemnitee’s conduct must contain “clear and 

unequivocal language to that effect.” Williams, 749 P.2d at 426. This means that 

“a contractual provision should not be construed to permit an indemnitee to 

recover for his own negligence unless the court is firmly convinced that such an 

interpretation reflects the intention of the parties.” Public Service Co. v. United 

Cable Television of Jeffco, Inc., 829 P.2d 1280, 1283-84 (Colo. 1992) (quoting 

United States v. Seckinger, 397 U.S. 203, 211 (1970)). 

The contract at issue in this case, the Master Service Agreement, contains 

reciprocal indemnification provisions. It states, in relevant part:

5.2 Contractor2shall release Company Group3from any liability for, and 

shall protect, Defend and indemnify Company Group from and against all 

Losses, without limit and without regard to the cause or causes thereof or the 

negligence of any party or parties arising in connection herewith in favor of 

Contractor Group and Contractor Group’s employees on account of bodily 

injury, death, or damage to property. . . .

 

2 Within the context of this agreement, “Contractor” refers to U.S. Well.

3

In Section 5.1(a), “Company Group” is defined as “[Inflection], its parent, affiliate, and subsidiary entities, its and 

their joint venturers, joint interest owners, partners, co-owners, co-lessees, contractors and subcontractor of any tier 

(other than Contractor and its subcontrators) and the respective directors, officers, agents, representatives, 

employees and invitees of all the foregoing.”

Case 4:15-cv-00675-MWB Document 39 Filed 08/19/15 Page 7 of 10
8

5.3 Company4shall release Contractor Group5from any liability for, and 

shall protect, Defend and indemnify Contractor Group from and against all 

Losses, without limit and without regard to the cause or causes thereof or the 

negligence of any party or parties, arising in connection herewith in favor of 

Company Group or Company Group’s employees on account of bodily 

injury, death or damage to property. . . .

Although Inflection argues that Trinity Medical Management was a 

subcontractor of U.S. Well, at this point in the proceedings it is not clear from 

either Plaintiff’s complaint or U.S. Well’s answer and crossclaim which entity 

subcontracted Trinity Medical Management. Without knowledge of this essential 

fact, this Court cannot dismiss U.S. Well’s contractual indemnification claim on 

the basis of the aforementioned contractual language. Moreover, the Court is 

“firmly convinced,” based on the explicit wording of the indemnification 

provisions,

6

that Inflection is required to indemnify U.S. Well in the event that any 

member of the “Company Group” initiates an action for personal injury or property 

damage against U.S. Well regardless of U.S. Well’s negligence.

C. Contractual Indemnification Claim

Inflection also argues that because a claim for contractual indemnification is 

essentially identical to a claim for breach of contract, U.S. Well must plead the 

elements of a breach of contract claim in order to assert a claim for contractual 

 

4

“Company” refers to Inflection.

5

In Section 5.1(b), “Contractor Group” is defined as “[U.S. Well], [U.S. Well]’s parent, affiliate, and subsidiary 

entities, and subcontractors of any tier, and each of their respective directors, officers, agents, representatives, 

employees and invitees.”

6

“without regard to the cause or causes thereof or the negligence of any party or parties. . .”

Case 4:15-cv-00675-MWB Document 39 Filed 08/19/15 Page 8 of 10
9

indemnification. It argues that U.S. Well has not pled any of the elements of a 

contractual indemnification claim and therefore that claim should be dismissed. 

Plaintiff responds only that dismissal is premature at this stage.

The Court disagrees that breach of contract and contractual indemnification 

are essentially the same claim and therefore require demonstration of the same 

elements. Importantly, the case that Inflection cites to attempt to establish this 

principle, Lafarge North America, Inc. v. K.E.C.I. Colorado, Inc., does not lend 

any support to its position. 250 P.3d 682.7 Moreover, to the extent that Lafarge

implicitly endorses an interpretation in which contractual indemnification was 

similar to a breach of contract claim in that scenario, this Court does not believe

that it created a universal principle in which the two claims are always identical.

A breach of contract claim entails an allegation that a party has failed to 

perform under a contract. A claim for contractual indemnification, on the other 

hand, is a request that the opposing party honor a contractual provision to 

indemnify them if they are found liable for any covered losses. While a failure to 

indemnify after the indemnification provision has been triggered may lead to a

party’s breach of that contract, in many cases, such as the one before the Court 

today, indemnification claims are asserted prior to any obligation to pay and 

 

7 Though the case mentions the Defendant’s “breached contractual obligations to defend, indemnify, and insure 

plaintiff,” this Court can find no other support for Inflection’s contention within that decision. Notably, Inflection 

does not provide a pin cite to assist this Court in determining the section of the opinion to which it is referring. 

Case 4:15-cv-00675-MWB Document 39 Filed 08/19/15 Page 9 of 10
10

therefore prior to any possible and future breach. Consequently, they cannot 

necessarily be the same claim.

At this stage of the litigation, U.S. Well has sufficiently pled that there is a 

contractual provision under which they are entitled to indemnification. 

Accordingly, Inflection’s motion to dismiss will be denied.

IV. CONCLUSION

In accordance with the foregoing reasoning, Inflection’s Motion to Dismiss 

is denied.

BY THE COURT:

/s Matthew W. Brann

Matthew W. Brann

United States District Judge

Case 4:15-cv-00675-MWB Document 39 Filed 08/19/15 Page 10 of 10