* Pursuant to 5TH CIR. R. 47.5, the court has determined

that this opinion should not be published and is not precedent

except under the limited circumstances set forth in 5TH CIR.

R. 47.5.4.

IN THE UNITED STATES COURT OF APPEALS

FOR THE FIFTH CIRCUIT

 

No. 97-30624 

Summary Calendar

 

In Re: BSI Drilling & Workover, Inc., As owner of the Barge

BWS No. 1 and Rig No. 4 for exoneration from or

limitation of liability

BSI DRILLING & WORKOVER, INC.,

Third-Party Plaintiff-Appellant,

versus

LEXINGTON INSURANCE CO. ET AL.,

Third-Party Defendants,

LEXINGTON INSURANCE CO.,

Third-Party Defendant-Appellee.

_________________

Appeal from the United States District Court

for the Eastern District of Louisiana

(96-CV-3124-A)

________________

February 11, 1998

Before JOLLY, BENAVIDES, and PARKER, Circuit Judges.

PER CURIAM:*

BSI Drilling & Workover, Inc. (“BSI”), appeals the district

court's summary judgment in favor of Lexington Insurance Company

(“Lexington”). Finding no error, we affirm. 
1WRT is in Chapter 11 bankruptcy proceedings.

2

Lexington is the insurer of WRT Energy Corporation (“WRT”)1. 

In 1995, BSI and WRT entered into a service contract which

contained a standard indemnity provision whereby WRT agreed to

indemnify BSI from any personal injury claims filed by WRT

employees or WRT subcontractors’ employees. The contract also

contained a choice-of-law provision which designated Louisiana

law as controlling the contract’s terms and interpretation.

BSI argues on appeal that pursuant to the indemnification

provisions of the contract, Lexington, as the insurer of WRT, has

a duty to defend and indemnify against personal injury claims. 

Lexington maintains, and the district court found, that the

indemnification provisions in the contract are invalid under the

Louisiana Oilfield Indemnity Act (“LOIA”).

Although a contract for oil and gas services aboard a vessel

on navigable waterways is a maritime contract, Theriot v. Bay

Drilling Corp., 783 F.2d 527 (5th Cir. 1986), if the parties to a

contract have included a choice-of-law clause, and the state has

a strong public policy favoring the application of its law, the

state’s law will govern unless the state has no substantial

relationship to the parties or the transaction, or the state’s

law conflicts with the fundamental purposes of maritime law. 

Stoot v. Fluor Drilling Serv., Inc., 851 F.2d 1514, 1517-18 (5th

Cir. 1988).
3

Louisiana has a strong interest in regulating the use of

indemnity provisions in oil and gas contracts. Louisiana also

has a substantial relationship with the parties and the

transaction because WRT is a Texas corporation qualified to do

business in Louisiana, BSI is a Louisiana corporation, and the

work contracted for was conducted in Louisiana. The LOIA is not

preempted by maritime law and does not conflict with a

fundamental purpose of maritime law. Thus, the parties’ choice

of law provision applies and Louisiana law, including the LOIA,

governs the contract between WRT and BSI. Stoot v. Fluor

Drilling Serv., Inc., 851 F.2d at 1517-19. Because the

contractual indemnity provision requires WRT to defend and

indemnify BSI against BSI's own negligence, the provision is void

under the LOIA. See La. Rev. Stat. Ann. 9:2780(B).

The court further finds that the district court did not err

in determining that the choice-of-law provision and mutual

indemnity provisions were not ambiguous. The contract clearly

states the parties’ intent and has only one reasonable meaning. 

The court may not look beyond the four corners of the contract. 

See Lloyds of London v. Transcontinental Gas Pipe Line Corp., 101

F.3d 425, 429 (5th Cir. 1996). 

BSI argues that the district court erred by failing to

reform the contract due to the parties’ mutual mistake of

incorporating the choice-of-law provision. Because BSI failed to

raise this fact-based argument in district court, the district
4

court had no opportunity to resolve it, and this court has no

basis from which to conclude that there was plain error. See

Highlands Ins. Co. v. Nat’l Union Fire Ins. Co., 27 F.3d 1027,

1031-32 (5th Cir. 1994), cert. denied, 513 U.S. 1112

(1995)(applying plain-error analysis of United States v. Olano,

507 U.S. 725, 730-37 (1993) in civil cases); Robertson v. Plano

City of Texas, 70 F.3d 21, 23 (5th Cir. 1995). BSI had ample

opportunity to present its argument to the district court. 

Further, BSI has failed to show that failure to consider the

argument will “seriously affect the fairness, integrity, or

public reputation of judicial proceedings.” United States v.

Calverley, 37 F.3d 160, 164 (5th Cir. 1994)(en banc) (citations

omitted). This court declines to consider BSI’s argument.

For the foregoing reasons, the judgment of the district

court is AFFIRMED.