1 L A .R EV .S TAT .A NN . § 9:2780 (West 1991). United States Court of Appeals,

Fifth Circuit.

No. 93-4839

Summary Calendar.

Jimmie Joseph JOHNSON, Plaintiff,

v.

AMOCO PRODUCTION CO., Defendant,

AMOCO PRODUCTION CO., Third-Party Plaintiff-Appellee,

v.

TECHNICAL COMPRESSION SERVICES, INC., Third-Party Defendant-Appellant.

Nov. 3, 1993.

Appeal from the United States District Court for the Western District of Louisiana.

Before JOLLY, WIENER, and EMILIO M. GARZA, Circuit Judges.

PER CURIAM:

This third-party indemnity action arises out of an injury that occurred at Amoco Producti on

Co.'s ("Amoco") Chalybeat Springs oil and gas producti on facilit y. The injured party and plaintiff in

the p rincipal action, Jimmie Joseph Johnson, brought a tort claim in diversity against Amoco, the

Third Party Plaintiff-Appellee in the instant case. Amoco in turn filed a third-party demand against

the injured party's asserted employer, Third

- Party Defendant-Appellant Technical Compression

Services, Inc. ("TCS"). The third party demand was premised on the notion that TCS owed Amoco

defense and indemnification for its employee, Johnson, according to the master contract between TCS

and Amoco. Amoco argued that Johnson was an employee of TCS as defined in the indemnification

provision in that master contract, and that the Louisiana Oilfield Anti-Indemnity Act ("LOAIA") 1 did

not render the indemni ficat io n provision unenforceable. The district court agreed and entered

summary judgment for Amoco. Finding no error, we affirm.

I2 Even though the injury in question occurred at a facility located outside Louisiana, both of the

parties and the district court consistently applied Louisiana law, and none ever questioned its

applicability. We are therefore not inclined to raise that point sua sponte.

3 TCS argued to the district court that the master contract did not apply to this work order.

The district court concluded otherwise, however, and TCS does not challenge this conclusion on

appeal.

4 See, L A .R EV .S TAT .A NN . §§ 23:1021-1379 (West 1985 & Supp.1993). FACTS AND PROCEEDINGS

In September, 1990, Johnson was injured while inst alling and adj usting an engine and

compressor at Amoco's facilit y in Chalybeat Springs, Arkansas. 2 The Amoco facility where Johnson

was injured processes oil and gas produced from thirty-one Amoco wells located nearby. All

thirty-one wells are connected to that facilit y by a gathering system consisting of one gathering line

into which each well connects. At the facility, that line feeds into a separator which separates the oil

from the gas. The gas then goes through an inlet scrubber, then through a glycol unit, and finally

through a compressor at the compressor station where Johnson was injured. The compressed gas

leaves the facilit y in a transmission pipeline that feeds into a United Gas Pipeline trunk line

approximately ten miles away.

The work in whic h Jo hnso n was engaged at the Amoco facility was undertaken by TCS

pursuant to a work order i ssued by Amoco to rebuild and install an engine and compressor. This

work order in turn was governed by a master contract between Amoco and TCS entered into in May,

1984. 3 This contract includes an indemnification provision that provides in pertinent part:

Contractor [TCS] assumes all liability for and hereby agrees to defend, indemnify and hold

Amoco, its joint owner or owners, if any, and their insurers, harmless from and against any

and all losses, costs, expenses and causes of action, including attorney's fees and court costs,

for injuries to and death of Contractor's and its Subcontractor's employees, arising out of,

incident to, or in connection with any and all operations under this contract ...

After it was sued by Johnson, Amoco impleaded TCS, maintaining that, as Johnson was an

employee of TCS within the meaning of the indemnification provision, TCS was liable for defense

and indemnification under that provision. In the main action—Johnson's t o rt claim—Amoco

successfully argued to the district court that it (Amoco) was Johnson's statutory employer, thereby

barring that claim under Louisiana's worker's compensation law. 45 The district court entered summary judgment dismissing Johnson's claim. Johnson appealed

this judgment, which is being considered by another panel of this court.

6 TCS also argued that the master contract containing the indemnification provision did not

apply to the work order. As noted earlier, TCS does not pursue this contention on appeal. Having succeeded in avoiding tort liabili ty to Johnson, 5 Amoco next moved for summary

judgment on its indemnity and defense claim against TCS. In opposing that motion, TCS advanced

two defenses. 6 First, TCS argued that Amoco's status as Johnson's statutory employer excluded him

fro m coverage under the indemnity agreement as it only applies to "employees" of TCS. Seco nd,

TCS claimed that the LOAIA rendered the indemnity provision unenforceable as applied to Johnson's

claim because the wo rk o rder t hat Johnson was executing fell within the coverage of that act.

According to TCS, the work order for equipment at the compressor stati on "pertained to a well" as

required by the LOAIA.

The district court disagreed with TCS's contentions. The court first reasoned that statutorily

ident ifying a party as an employer for tort immunity purposes in a state's worker's compensation

system does not necessarily control the definition of the term "employee" as it is used in a contract.

Rather, the court looked to the contractual intent of the parties and co ncluded that the indemnity

provision unambiguously applied to TCS's actual or payroll employees, among whom Johnson was

one. Next, the court concluded that the contract at issue—the work order to rebuild and replace the

engine and compressor located at the compressor station within Amoco's facilit y—did not "pertain

to a well" because the gas at that point could no longer be identified with a particular well. By the

time the gas reached the com pressor station it had been commingled and undergone substantial

processing to prepare it for transmission and distribution, so that it was no longer ident ifiable with

any given well. Thus, concluded the district court, the indemnification provision of the contract was

not rendered unenforceable by the LOAIA. Acco rdingly, the district court entered summary

judg ement for Amoco for its costs and expenses in defending against the suit by Johnson, which

totaled $27,932.65. TCS timely appealed.

II

STANDARD OF REVIEW7 Walker v. Sears, Roebuck & Co., 853 F.2d 355, 358 (5th Cir.1988).

8 Celotex Corp. v. Catrett, 477 U.S. 317, 324-25, 106 S.Ct. 2548, 2553-54, 91 L.Ed.2d 265

(1986); see F ED .R.C IV .P. 56(c).

9 Walker, 853 F.2d at 358 (quoting Brooks, Tarlton, Gilbert, Douglas & Kressler v. United

States Fire Ins. Co., 832 F.2d 1358, 1364 (5th Cir.1987) (quoting F ED .R.C IV .P. 56(c))).

10 Id. We review the district court's grant of summary judgment by "reviewing the record under the

same standards which guided the district court." 7 A grant of summary judgment is proper when no

issue of material fact exists that would necessitate a trial. 8 We affirm a grant of summary judgment

when " "we are convinced, after an independent review of the record, that "there is no genuine issue

of material fact" and that the movant is "entitled to a judgment as a matter of law." ' " 9 In determining

whether t he grant was proper, all fact questions are viewed in the light most favorable to the

nonmovant. Questions of law, however, are decided as they are outside of the summary judgment

context: de novo. 10

III

DISCUSSION

The facts underlying this indemnity claim are not in dispute. Summary judgment is thus an

appropriate vehicle with which to dispose of this claim. On appeal, TCS contends that the district

court erred in concluding that Johnson was an "employee" of TCS under the indemnity agreement.

TCS alternatively contends that, even if Johnson were such an employee, the district court erred in

concluding that the LOAIA did not render this agreement unenforceable as applied to Johnson's

claim. We analyze each contention in turn.

A. Meaning of "Employee" in the Master Contract

TCS argues that Amoco's status as Johnson's "statutory employer" removes Johnson from

the ambit of the indemnification pro visio n. Acco rding to TCS, the term "employees" used in this

pro vision is not sufficiently clear to put TCS on notice that it may be liable for the emplo yee o f

another company, even though this person is denominated an "employee" of that other company only

for purposes of the statutory bar in worker's compensation, and even though this person remains on11 Billiot v. Police Jury for Jefferson Parish, 308 So.2d 478, 479 (La.App.1975) (noting that

statutory employer may be entitled to indemnity from employee's payroll employer); see also,

Guillot v. Guillot, 445 So.2d 1270, 1274 (La.App.1984) (noting that an employee may have both

a statutory and a regular employer).

12 See, L A .C IV .C ODE A NN . art. 2045 (West 1993).

13 L A .C IV .C ODE A NN . art. 2050 (West 1993).

As noted earlier, both parties agree that Louisiana law governs the enforceability

of the indemnification provision of the master contract and Amoco has asserted,

uncontested by TCS, that Louisiana law governs the construction of this contract. We

thus construe this contract according to the interpretative provisions contained in the

Louisiana Civil Code.

14 L A .C IV .C ODE A NN . art. 2047 (West 1993).

15 L A .C IV .C ODE A NN . art. 2046 (West 1993).

16 E.g., B LACK ' S L AW D ICTIONARY 525 (6th Ed.1990) (defining employee as: "One who works

for an employer; a person working for salary or wages"); W EBSTER ' S T HIRD N EW

I NTERNATIONAL D ICTIONARY 743 (1986) (defining employee as "one employed by another

usually in a position below the executive level and usually for wages"). TCS's payroll. We disagree.

A person may be a statut o ry emplo yee of one company under Louisiana's worker's

compensation laws while remaining the "common law" or payroll employee of another. 11 Johnson

has been classif

ied under st atutory law as Amoco's "employee" only for the narrow purpose of

limit ing Amoco's tort liabilit y. A classification under this statutory scheme of risk-avoidance has little

if any relevan ce to the interpretation of a contractual term. Rather, as the district court correctly

noted, that term is interpreted by ascertaining the common intent of the parties. 12

To ascertain and thereby effectuate that comm o n intent we examine each provision in a

contract in light of the other provisions so that each is given the meaning suggested by the contract

as a whole. 13 We interpret these terms of the contract (unless they are technical terms or terms of art)

by giving them their generally prevailing meaning. 14 And when the terms of a contract are clear and

explicit and lead to no absurd consequences, no further inquiry may be made in search of the parties'

intent. 15

The term "employee" used in the master contract between TCS and Amoco is clear and has

a generally prevailing meaning: an employee is one who works for another for a salary or wages. 1617 953 F.2d 985 (5th Cir.1992).

18 Id. at 991. The most frequently encountered confirming criteria of this relationship is the identity of the one who

directs and controls the work and the worker, an issue not disputed in this case as TCS has admitted

that Johnson was allegedly injured while working in the cour se and scope of his duties as a field

mechanic for TCS. Moreover, TCS's master contract with Amoco mandated that Amoco would have

no direction or control over TCS or its employees other than in the results to be obtained.

TCS's contention that worker's compensation law somehow limit s the scope of the term

"employee" fails, not only because this statutory scheme has little relevance to manifest ing contractual

intent on issues other than worker's compensation, but also because the master contract, when read

as a whole, suggests a different res ult . Paragraph six of this contract states that "anyone used or

employed by Contractor [TCS]" shall not be "deemed to be the agent, servant, or representative of

Amoco." Simply put, this paragraph unequivocally declares that TCS's employees shall remain TCS's

employees for purposes of TCS's contractual relationship with Amoco. Under that relationship,

TCS's employees are those who are "used or employed" by TCS. Accordingly, we conclude, as did

the district court, that Johnson—who was on the payroll of TCS, and was presumably under TCS's

supervision and control, while engaged in performing TCS's repair and installation work order with

Amoco—was the employee of TCS for purposes of the indemnification provision.

B. Applicability of the Louisiana Oilfield Anti-Indemnity Act

In Transcontinental Gas Pipe Line Corp. v. Transportation Ins. Co. [ Transco (Lloyd's ) ] 17

we articulated our test for determining the applicability of the LOAIA. We stated that the Act only

applies to a c o nt ract if it "pertains to a well" and is related to the "exploration, development,

producti on or transportati on of oil, gas, or water." 18 We concluded that a contract does not "pertain

to a well," and hence can contain an indemnity provision, if the gas "can no longer be identified with

a particular well" or if the gas becomes so "fundamentally changed [by] processing, commingling, or

preparing it for distribution to its ultimate end user" that it can no longer properly be attributed to a19 Id. at 994.

20 See Id. at 995 n. 40 (noting that under certain circumstances several wells on an offshore

platform may be treated as one well for purposes of the LOAIA). particular well. 19

In the instant case TCS received a work order to rebuild and install an engine and compressor

at the gas compressor station within Amoco's Chalybeat Springs facility. This facilit y processes oil

and gas produced from thirty-one Amo co wells located nearby; the oil and gas is delivered

co mmingled to the facility in a single gathering line. The compressor station is used to send

completely processed gas from the fa cilit y in a distribution line that runs to a United Gas Pipeline

transmission line approximately ten miles away. Long before the gas reaches the compressor station

it has been commingled in t he gathering line with oil and gas from all other wells in the field, then

separated from the oil and other liquid hydrocarbons, and finally run through an inlet scrubber and

glycol unit. Under these facts it is clear that, at least by the time the gas reaches the compressor

stati on where Johnson was working when he was injured, it can no longer be identified wi th a

particular well. As such, TCS's work on the compressor station cannot "pertain to a well."

TCS attem

pts to avoid this conclusion by likening Amoco's Chalybeat facilit y to an offshore

oil platform, which, it claims, is to be treated as one well under the LOA IA, even though multiple

wells flow products into such a facilit y. 20 This analogy fails. The offshore platform thus analogized

is typically a

pro duct io n facility that might have been part of an exploration facility or might have

been constructed separately after any number of exploration and development wells had been drilled;

the costs of offshore operations are such that in either case, a single platform is intended to produce

from as broad an area as possible. When the platform itself is initially the nucleus of and necessary

to expl oratory and developmental drilling, it may be fairly characterized as "a well" for purposes of

the LOAIA. In contrast, the onshore Chalybeat facility is unrelated to the operations that discovered,

developed, and defined the onshore field through individually drilled and co mpleted wells. The

facilit y is used exclusively to receive the collective products of field production, process them, and,

inter alia, prepare the dry, processed gas for transportation; it is totally independent of the drillingfor and extracting of petroleum. Each well surrounding this facility contains its own equipment and

structures for either extracting the hydrocarbons from the producing subsurface strata and bringing

them to the surface, or receiving them there. As such, each of these wells is properly characterized

as an individual one for purposes of the LOAIA.

IV

CONCLUSION

TCS entered into a contract obligating itself to indemnify and defend Amoco for any losses

or expenses occasioned by injury to its "employees". As we conclude that Johnson was an employee

of TCS for purposes of that contract at the time he was injured, and that the Louisiana Oilfield AntiIndemn it y Act does not apply here to render the indemnification provision of that contract

unenforceable, we agree with the district court that the contractual indemnification provision governs

Johnson's claims against Amoco. Consequently, that court's judgment imposing liability on TCS for

expenses incurred by Amoco in defending against Johnson's claims is

AFFIRMED.