*Chief Judge of the Eastern District of Texas, sitting by

designation. 

1

United States Court of Appeals,

Fifth Circuit.

No. 93-3701.

The LOUISIANA LAND AND EXPLORATION COMPANY, et al., Plaintiffs,

The Louisiana Land and Exploration Company, Plaintiff-Appellant,

v.

OFFSHORE TUGS INC., et al., Defendants,

Rowan Companies, Inc., Defendant-Appellee.

June 29, 1994.

Appeal from the United States District Court for the Eastern

District of Louisiana.

Before REYNALDO G. GARZA and DEMOSS, Circuit Judges, and PARKER*,

District Judge.

PER CURIAM:

Appellant Louisiana Land & Exploration Company ("LL & E")

appeals the district court's granting of summary judgment for

Defendant Rowan Companies, Inc. The district court dismissed all

claims of LL & E, and entered an order granting Rowan's

counterclaim against LL & E, with a declaration that LL & E is

obligated to contractually indemnify, hold harmless and defend

Rowan from the claims of Equitable Resources Energy Company, Club

Oil & Gas, Inc., Nomeco Oil & Gas Company, and Crystal Oil Company.

For the following reasons, we AFFIRM.

I.

The case arose out of an allision between Rowan's drilling rig
 

1LL & E's co-plaintiffs and joint interest owners of the

damaged well are Equitable Resources Energy Company, Club Oil &

Gas Company, Nomeco Oil & Gas Company, and Crystal Oil Company

(collectively referred to with LL & E as "Plaintiffs"). LL & E

is the only plaintiff to appeal. 

2

ROWAN NEW ORLEANS and an existing well owned by Plaintiffs off the

coast of Louisiana. On February 3, 1992, LL & E1 entered into a

contract with Rowan Companies, Inc. ("Rowan"), defendant/appellee,

entitled "Domestic Day Work Drilling Contract—Offshore." The

contract concerned the drilling of S/L 13720 Well No. 1. On

February 29, 1992, while Rowan was attempting to position the ROWAN

NEW ORLEANS in its proper drilling location on the State lease, it

struck a wellhead owned by LL & E causing extensive and irreparable

physical damage to the wellhead.

On February 26, 1993, LL & E, together with its joint interest

owners, filed suit against Rowan, Nolty J. Theriot, Inc., and

Offshore Tugs, Inc. (the owners and operators of the towing

vessels). Rowan moved for partial summary judgment against LL & E

on the basis that the drilling contract between the parties

precluded the claims asserted by LL & E against Rowan, and that the

contract required LL & E to defend and indemnify Rowan against the

claims brought by the remaining joint interest owners of the

damaged well.

On September 1, 1993, the district court entered an order

granting Rowan's motion, holding that the contract specifically and

unambiguously released Rowan from any liability for LL & E's

damages. It placed the liability for such an occurrence, and the

duty to defend and indemnify Rowan, on LL & E. The court found
 

2This is an appeal of an interlocutory decree pursuant to 28

U.S.C. § 1292(a)(3), and the entire case has not been disposed

of. The proceedings in the district court have been stayed

pending the outcome of this appeal. 

3

that the existing well was, as a matter of law, an "obstruction"

within the meaning of the contract clause which allocated to LL &

E the risk of any damage to or by an "obstruction at or within the

area of the drill site." LL & E has timely appealed.2

II.

The district court found no material facts to exist, and

proceeded to the interpretation of the contract terms to resolve

this dispute. The district court relied on paragraph 911 of the

contract to interpret the expression of the parties' agreement on

risk allocation:

The parties recognize that the performance of well drilling,

workover and associated activities such as those to be

performed under this Contract have resulted in bodily injury,

death, damage or loss of property, well loss or damage,

pollution, loss of well control reservoir damage and other

losses and liabilities. It is the intention of the parties

hereto that the provision of this Article IX and Paragraphs

606 and 607 [delineating Operator's obligations] shall

exclusively govern the allocation of risks and liabilities of

said parties without regard to cause, ... it being

acknowledged that the compensation payable to Contractor as

specified herein has been based upon the express understanding

that risks and liabilities shall be determined in accordance

with the provisions of this Contract.

Paragraph 606 specifically assigns to LL & E the liability for

an allision with an obstruction which is within the drill site.

Appellant's strongest argument is that a factual dispute exists as

to whether the wellhead is an "obstruction" within the meaning of

the Contract. LL & E believes that whether the well was an

obstruction depends on a factual inquiry regarding whether or not
4

the well obstructed, hindered, or somehow impeded Rowan in the

proper positioning of its drilling rig on location. Therefore, LL

& E contends, a material fact issue exists and summary judgment is

improper.

The district court concluded that there was not much of a fact

issue surrounding whether the well, positioned 20 feet from the

target drilling location, constituted an "obstruction" within the

meaning of the contract. As the district court's opinion notes,

"[a] court is entitled to take words spoken so clearly in their

ordinary and plain sense." Ingram Corp. v. J. Ray McDermott & Co.,

Inc., 698 F.2d 1295, 1312 (5th Cir.1983). The court then held that

the damaged wellhead is an obstruction within the common sense

meaning of the word. We agree with the court's ruling.

LL & E next asserts that under Paragraph 502, the

responsibility for moving the rig rests on Rowan, and they should

therefore be held liable for the damage resulting from this task.

The district court correctly identified this provision as merely

assigning the duties of the parties under the contract. "Paragraph

502 specifically provides that the contractor's responsibility for

positioning the rig is "[s]ubject to paragraph 606.' " The court

reasoned that being "responsible" for a task does not define one's

"liability" for accidents which occur. LL & E assumed all

liability for both parties except the liability "specifically

assumed" by Rowan.

LL & E argues on appeal that the district court erred in

stating that the general liability provision in 901 requires LL &
5

E to indemnify and defend Rowan for any damage to any other

property of LL & E, despite the more specific provisions of

paragraph 502 and 606 which specifically address the

responsibilities of the parties during the movement and positioning

of the drilling rig. LL & E asserts that the court should not have

allowed the general liability sections to govern the more specific

provisions.

The district court did not choose a general provision over an

inconsistent specific clause. A contract should be read as a whole

and its words given their plain meaning unless the contract is

ambiguous. Hardy v. Gulf Oil Corp., 949 F.2d 826, 834 (5th

Cir.1992). Whether a contract is ambiguous is a question of law

for the court to decide. D.E.W., Inc. v. Local 93, Laborers'

Intern'l Union of North America, 957 F.2d 196, 199 (5th Cir.1992).

The district court in this case simply read each provision with

reference to the contract as a whole, giving each provision its

ordinary meaning.

Recognizing that the allocation of risks were exclusively

governed by Article IX, and Paragraphs 606 and 607, the district

court enforced the clear text of the contract, and ruled that LL &

E must indemnify and defend Rowan.

III.

The district court made no mistakes as to fact or law, and

therefore the district court's opinion is

AFFIRMED.