SWN Production Company, LLC et al v. St. Paul Fire And Marine Insurance Company et al

IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
SWN PRODUCTION COMPANY, LLC,
et al.,
Plaintiffs,
v.
ST. PAUL FIRE AND MARINE
INSURANCE COMPANY, et al.,
Defendants.
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CIVIL ACTION NO. H-25-3208
MEMORANDUM AND OPINION
This insurance dispute is the latest litigation arising out of a 2021 workplace accident in
Louisiana. The plaintiffs, SWN Production, LLC (Louisiana), an oil and gas exploration company;
Independence Contract Drilling, Inc., a drilling contractor that provided a drilling rig and crew;
and Pipe Pros, which provided casing-running services, were conducting operations on a wellsite
in Louisiana when a Pipe Pros employee was injured while working on the site. 	SWN and
Independence Contract Drilling allege that Pipe Pros and its insurer, St. Paul Fire and Marine
Insurance Company, breached the contractual duties they owed under a Master Service Agreement
by failing to provide a defense, indemnity, and additional-insured protection to SWN and
Independence Contract Drilling in the Louisiana state-court lawsuit brought by the injured
employee. SWN and Independence Drilling have moved for summary judgment, (Docket Entry
No. 23), and St. Paul has cross-moved, (Docket Entry No. 25).
Based on the pleadings, the motion, the record, the oral argument, and the applicable law,
the court grants summary judgment to SWN and Independence Contract Drilling and denies
summary judgment to St. Paul. The reasons for these rulings are explained below.
United States District Court
Southern District of Texas
ENTERED
June 29, 2026
Nathan Ochsner, Clerk
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I. 	Background
In April 2019, Indigo Minerals, which was later acquired by SWN, and Pipe Pros LLC,
which was later acquired by TRK Enterprises, entered into a Master Service Agreement (MSA).
(Docket Entry No. 25-2). 	SWN and TRK—Pipe Pros identifies itself as TRK Enterprises Inc.
d/b/a Pipe Pros—are the successors-in-interest to the MSA. The MSA defined “Company Group”
to include Indigo’s employees, contractors, and subcontractors. (Id. ⁋ 2(C)). The MSA required
each party to defend and indemnify the other for injuries to its own employees and subcontractors.
(Id. ⁋ 11). 	The MSA also contained a choice-of-law and venue clause stating that the parties
consented to jurisdiction in Texas and venue in Houston and that the laws of Texas “shall apply
exclusive of (and without regard to) any principles of conflicts of laws that would require
application of the substantive laws of another jurisdiction.” (Id. ⁋ 23(B)).
In December 2021, SWN, Independence Contract Drilling, and Pipe Pros were drilling on
a wellsite in Louisiana. On December 6, 2021, Joshua Bowman, a Pipe Pros employee, was injured
while working on the wellsite. Bowman sued SWN and Independence Contract Drilling for his
injuries. (Docket Entry No. 23-9 at 3). SWN demanded a defense and indemnity from Pipe Pros
under the MSA. 1 (Id. at 1). St. Paul, Pipe Pros’s insurer, denied the demand. (Docket Entry No.
23-13). 	St. Paul took the position that because the loss occurred in Louisiana, the contractual
indemnity obligation was void under the Louisiana Oilfield Indemnity Act (LOIA). 	The Act
declares oilfield indemnity clauses void and unenforceable if they operate in favor of a negligent
1 Pipe Pros was insured by St. Paul. (Docket Entry No. 28-1). Pipe Pros had obtained additional-insured
commercial general liability coverage and excess liability coverage though JH Blades (which listed a
Houston address) for SWN and Independence Contract Drilling using an insurance broker in Houston.
(Docket Entry Nos. 23-6, 23-7).
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party.2 (Id.). St. Paul concluded that the Marcel exception did not apply. Under that exception,
“when the principal pays the entire cost of its own insurance coverage by securing an endorsement
naming it as an insured in the contract or policy, the purposes of the LOIA are not frustrated, and
the insurance coverage is valid and enforceable.” 	Rogers v. Samedan Oil Corp., 308 F.3d 477,
481 (5th Cir. 2002).
St. Paul sued SWN and Independence Contract Drilling in Louisiana state court seeking a
declaratory judgment that St. Paul owed no coverage under Louisiana law. 	That case is still
pending.3 (Docket Entry No. 25-5). Meanwhile, in June 2025, SWN and Independence Contract
Drilling sued Pipe Pros and St. Paul in Texas state court, alleging that they breached the MSA by
failing to provide the defense, indemnity, and additional insurance protection owed to them in the
Bowman case. (Docket Entry No. 1-6). St. Paul timely removed based on diversity jurisdiction.
(Docket Entry No. 1). After removal, the Bowman case pending in Louisiana state court settled
for a confidential amount. (Docket Entry No. 23-14 at 7). SWN, Independence Contract Drilling,
Pipe Pros, and St. Paul agreed that SWN and Independence Contract Drilling would pay half the
settlement amount and St. Paul would pay the other half. (Docket Entry No. 23-1 at 12; see also
Docket Entry No. 20 ⁋ 4.13; Docket Entry No. 22 ⁋ 4.13). 	The parties reserved their rights.
(Docket Entry No. 23-1 at 12).
In this litigation, SWN and Independence Contract Drilling now seek to recover their half
of the settlement and the attorneys’ fees and defense costs incurred both in the Bowman litigation
and this case. (Docket Entry No. 23-1 at 12; Docket Entry No. 20). The parties have filed cross-
2 See LA REV. S TAT . ANN. § 9:2780.
3 On May 1, 2026, this court denied St. Paul’s request to transfer this case to Louisiana state or to abstain
in favor of the active Louisiana litigation. (Docket Entry No. 39).
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motions for summary judgment.4 (Docket Entry Nos. 23, 25). SWN and Independence Contract
Drilling argue that Texas law applies and that St. Paul and Pipe Pros owe them a defense,
indemnity, and additional-insured obligations for the Bowman litigation. (Docket Entry No. 23).
Pipe Pros and St. Paul argue that Louisiana law applies and that the LOIA voids the obligations
that SWN and Independence Drilling assert. (Docket Entry Nos. 25, 30). There is no disagreement
among the parties that if Texas law applies, St. Paul and Pipe Pros breached the contract, while if
Louisiana law applies, they did not. (See generally Docket Entry Nos. 23, 25, 28, 29, 30).
II. 	The Legal Standard
“Summary judgment is appropriate where ‘the movant shows that there is no genuine
dispute as to any material fact and the movant is entitled to judgment as a matter of law.’”
Springboards to Educ., Inc. v. Pharr-San Juan-Alamo Indep. Sch. Dist., 33 F.4th 747, 749 (5th
Cir. 2022) (quoting FED. R. CIV. P. 56(a)). “A fact is material if it ‘might affect the outcome of
the suit.’” Thomas v. Tregre, 913 F.3d 458, 462 (5th Cir. 2019), as revised (Jan. 25, 2019) (quoting
Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986)). “A factual dispute is genuine ‘if the
evidence is such that a reasonable jury could return a verdict for the nonmoving party.’” 	Id.
(quoting Anderson, 477 U.S. at 248). 	When considering a motion for summary judgment, the
court “must consider all facts and evidence in the light most favorable to the nonmoving party”
and “must draw all reasonable inferences in favor of the nonmoving party.” Ion v. Chevron USA,
Inc., 731 F.3d 379, 389 (5th Cir. 2013).
The moving party “always bears the initial responsibility of informing the district court of
the basis for its motion” and pointing to record evidence demonstrating that there is no genuine
4 Although St. Paul was the only defendant to technically file a motion for summary judgment, Pipe Pros
filed a response in support of St. Paul’s motion. (Docket Entry No. 30).
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dispute of material fact. Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986); see also FED. R. CIV.
P. 56(c). “When ‘the non-movant bears the burden of proof at trial,’ a party moving for summary
judgment ‘may merely point to the absence of evidence and thereby shift to the non-movant the
burden of demonstrating by competent summary judgment proof that there is a dispute of material
fact warranting trial.’” MDK Sociedad De Responsabilidad Limitada v. Proplant Inc., 25 F.4th
360, 368 (5th Cir. 2022) (alteration adopted) (quoting Nola Spice Designs, L.L.C. v. Haydel
Enters., Inc., 783 F.3d 527, 536 (5th Cir. 2015)).
“Once the moving party has initially shown that there is an absence of evidence to support
the non-moving party’s cause, the non-movant must come forward with specific facts showing a
genuine factual issue for trial.” Houston v. Tex. Dep’t of Agric., 17 F.4th 576, 581 (5th Cir. 2021)
(quotation marks and quoting reference omitted). 	“[A] party cannot defeat summary judgment
with conclusory allegations, unsubstantiated assertions, or only a scintilla of evidence.” Jones v.
Gulf Coast Rest. Grp., Inc., 8 F.4th 363, 368 (5th Cir. 2021) (quotation marks and quoting
reference omitted). 	Rather, the nonmovant “must identify specific evidence in the record and
articulate the precise manner in which that evidence supports [its] claim.” 	Shah v. VHS San
Antonio Partners, L.L.C., 985 F.3d 450, 453 (5th Cir. 2021) (alteration adopted) (quotation marks
and quoting reference omitted).
The movant is entitled to judgment as a matter of law when “the nonmoving party has
failed to make a sufficient showing on an essential element of [its] case with respect to which [it]
has the burden of proof.” Celotex Corp., 477 U.S. at 323. But “[i]f ‘reasonable minds could differ’
on ‘the import of the evidence,’ a court must deny the motion.” Sanchez v. Young County, 956
F.3d 785, 791 (5th Cir. 2020) (quoting Anderson, 477 U.S. at 250).
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III. 	Analysis
A. 	Judicial Estoppel
St. Paul and Pipe Pros first argue that SWN and Independence Contract Drilling are
judicially estopped from arguing that Texas law applies because they argued that Louisiana law
applied in the motion for summary judgment they filed in the underlying Bowman litigation.
(Docket Entry No. 25 at 9; Docket Entry No. 30 at 6). “The doctrine of judicial estoppel prevents
a party from asserting a claim in a legal proceeding that is inconsistent with a claim taken by that
party in a previous proceeding.” Reed v. City of Arlington, 650 F.3d 571, 573–74 (5th Cir. 2011)
(quoting reference omitted). “It is ‘an equitable doctrine invoked by a court at its discretion’ to
‘protect the integrity of the judicial process.’” Id. (quoting New Hampshire v. Maine, 532 U.S.
742, 749–50 (2001)). “Two elements are necessary for judicial estoppel: (1) the estopped party’s
position must be ‘clearly inconsistent with its previous one,’ and (2) ‘that party must have
convinced the court to accept that previous position.’” 	Owens v. W. & S. Life Ins. Co., 717 F.
App’x 412, 417 (5th Cir. 2018) (quoting Gabarick v. Laurin Mar. (Am.), Inc. 753 F.3d 550, 553
(5th Cir. 2014)). “A third consideration is ‘whether absent estoppel “the party seeking to assert an
inconsistent position would derive an unfair advantage or impose an unfair detriment on the
opposing party.”’” Occidental Petrol. Corp v. Wells Fargo Bank, N.A., 117 F.4th 628, 648 (5th
Cir. 2024) (quoting In re 3 Star Props., L.L.C. 6 F.4th 595, 605 (5th Cir. 2021)).
The judicial estoppel argument is unpersuasive. Even assuming that the element of “clearly
inconsistent” positions is met,5 there is no evidence in the record that the Bowman court accepted
5 SWN and Independence Contract Drilling argue that their positions are not actually inconsistent because,
among other issues with meeting this element of judicial estoppel, “[i]nvoking a Louisiana tort defense in
a Louisiana tort action is not ‘clearly inconsistent’ with invoking bargained-for Texas law in a Texas-
governed contract dispute.” 	(Docket Entry No. 28 at 11). 	The court does not need to reach this issue
because it concludes judicial estoppel does not apply on other grounds.
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or adopted the argument that Louisiana law applied at any point before the case settled. St. Paul
and Pipe Pros admit that the Bowman case settled before the Louisiana state court ruled on the
motion for summary judgment. (Docket Entry No. 25 at 8; Docket Entry No. 30 at 4). There is
no indication or argument that the Louisiana court relied on the argument that Louisiana law
applied before the settlement was entered. (See generally id.). Without judicial acceptance of that
argument, there is no judicial estoppel.6 See In re Little River Healthcare Holdings, L.L.C., No.
21-50616, 2022 WL 1568367, at *8 (5th Cir. 2022) (“Acceptance by the court requires ‘that the
first court [have] adopted the position urged by the party, either as a preliminary matter or as part
of a final disposition.’” (quoting In re Superior Crewboats, Inc., 374 F.3d 330, 335 (5th Cir.
2004))); accord Wilson ex rel. Stout v. Byrne, No. 3:21-cv-2891-BN, 2023 WL 6884153, at *6
(N.D. Tex. Oct. 18, 2023) (“As there is no prior legal position accepted by a court concerning the
trademark ‘Campus ID’s’ ownership, judicial estoppel does not apply.”).
St. Paul and Pipe Pros have also not identified how allowing SWN and Independence
Contract Drilling to articulate an allegedly different choice-of-law argument than the one they
asserted in the underlying case gives them the kind of unfair advantage that triggers judicial
6 The cases Pipe Pros cites to argue that the mere attempt to induce reliance can be sufficient for judicial
estoppel are inapposite. (Docket Entry No. 30 at 6). In Hall v. GE Plastic Pac. PTE LTd., 327 F.3d 391,
396 (5th Cir. 2003), the Fifth Circuit affirmed the district court’s determination that judicial estoppel applied
both because (1) the appellant’s current position was clearly inconsistent with a previous one that he
successfully asserted in a previous suit, and (2) because it was “within the district court’s discretion to
utilize judicial estoppel to prevent [the appellant] from playing “fast and loose” with the court by “changing
positions based on the exigencies of the moment.” 327 F.3d at 400. The “exigencies of the moment” were
that the appellant was trying to recover from a party that he had insisted was unnecessary in the first suit
(and was essentially trying to obtain double recovery). Meanwhile, in Hidden Oaks Ltd. v. City of Austin,
138 F.3d 1036, 1047 (5th Cir. 1998), the defendant made a “clear concession” in “open court” that no
contract existed. 138 F.3d at 1047. There has been no similar kind of clear concession here as to an issue
of fact. Finally, in McLean v. Philip Morris USA Inc., 69 F. App’x 658, 2023 WL 21356017, at *2 (5th
Cir. 2023), it is undisputed that the plaintiffs did “successfully persuade the district court” that Texas law
applied, only to try to change their position in the same case after the district court concluded that Texas
law barred most of their claims. The court sees no basis, in fact or law, to use its discretion to apply judicial
estoppel in these circumstances.
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estoppel. “Unfair advantage” means more than simply arguing inconsistent positions. See, e.g.,
Occidental Petrol. Corp., 117 F.4th at 639 (concluding—after determining that the district court
had, in fact, relied on Wells Fargo’s prior position—that Wells Fargo would derive an unfair
advantage from reversing its position because Occidental Petroleum would be effectively left with
“no recourse despite adapting its claims in the wake of the district court’s initial ruling”). St. Paul
simply argues that SWN would “derive a huge advantage” by taking inconsistent positions on
Louisiana law in the two lawsuits, even though the prior litigation settled and did not produce
procedural hurdles in this current litigation. (Docket Entry No. 25 at 10). 	The record does not
show that SWN and Independence Contract Drilling have the requisite “unfair advantage” by
presenting different choice-of-law arguments in the lawsuits arising from the well-site accident.
Judicial estoppel does not apply.
B. 	The Master Service Agreement (MSA) and the Texas Choice-of-Law Provision
The next question is whether the MSA requires the application of the LOIA because the
accident occurred at a Louisiana well site. SWN and Independent Contract Drilling rely on the
MSA’s choice-of-law provision stating that Texas law applies to argue that the parties
affirmatively opted to apply Texas law to an indemnity dispute, even if the accident occurred
elsewhere. The relevant MSA provisions state:
Choice of Law and Venue. The parties hereby consent to jurisdiction in Texas,
and venue in Houston, Harris Country, Texas, for any and all proceedings
whatsoever. The parties agree that this Agreement and all Orders were negotiated
in Houston, Texas, Indigo’s principal office is in Houston Texas, and performance
of this Agreement is, in part, in Houston, Texas (for example, indemnity and
insurance provisions).
The law of the State of Texas shall apply exclusive of (and without regard to any
principles of conflicts of laws that would require application of the substantive laws
of another jurisdiction, and Texas law shall apply and govern the relationship of the
parties, 	the 	validity, 	interpretation, 	enforcement, 	and 	performance 	of 	this
Agreement, any applicable Orders, any alleged acts or omissions of the Contractor
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Group or Company Group, any claim arising out of the relationship between any
member of the Contractor Group and the Company Group, and any claim arising
directly or indirectly from the Agreement, any applicable Orders, or relating to the
Dispute Resolution provision.
(Docket Entry No. 23-1 ⁋ 23(B)).
Meanwhile, St. Paul argues that, despite this choice-of-law provision in Section 23(B),
Section 19(B) “mandates” the application of Louisiana law. Section 19(B) provides:
Louisiana Operations. Notwithstanding anything contained herein to the contrary,
to the extent operations are performed in Louisiana (or offshore of Louisiana and
maritime law is held inapplicable), or are subject to Louisiana law and the
Louisiana Oilfield Indemnity Act (“LOIA”) (La. Rev. Stat. § 9:2780, or any
amendment or successor statute), then the following rights and obligations shall
apply. Contractor agrees that, in return for payment of the applicable premium by
Company, all of Contractor’s insurance policies in at least the amount of the
Minimum Liability Insurance Coverages shall name Company Group (as herein
defined) as additional insureds there under, provide a waiver of subrogation in favor
of Company Group, and be primary as respects any other coverage in favor of
Company Group.
(Docket Entry No. 25 at 11 (quoting Docket Entry No. 25-2 ⁋ 19(B)). St. Paul argues that “[t]his
provision clearly asserts that the parties contemplated that work in Louisiana was subject to
LOIA.” (Docket Entry No. 25 at 12). Under St. Paul’s reading, this language requires applying
Louisiana law because the accident occurred during operations performed in Louisiana.7
The court disagrees with St. Paul. Section 19(B) states that “to the extent” that operations
are performed in Louisiana law or are subject to Louisiana law, then certain contract obligations
relating to obtaining insurance apply. 	This reference to Louisiana law does not operate as an
affirmative choice-of-law clause for issues arising out of Louisiana drilling operations. Instead,
7 St. Paul also passingly mentions Section 4 of the MSA, which deals with worker’s compensation. (Docket
Entry No. 25 at 14). 	Section 4 does not alter this court’s analysis. 	It merely applies to cases where a
contractor’s employees are covered by the Louisiana Workers’ Compensation Act, which SWN and
Independence Contract Drilling argue was never operative here “in any meaningful sense” anyway because
Bowman was not covered by the Louisiana Workers’ Compensation Act and received Texas workers’
compensation benefits through Pipe Pros’ carrier. (Docket Entry No. 28 at 28).
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this reference specifies certain kinds of insurance coverage to be obtained if operations occur in
Louisiana or if Louisiana law applies. 	The court also notes that Section 19(B) is phrased in this
disjunctive; it discusses operations performed in Louisiana or that are subject to Louisiana law.
Section 19(B) does not state that operations performed in Louisiana are subject to Louisiana law.
St. Paul argues that Section 19(B) “is very specific about how the parties intend to handle
Louisiana anti-indemnity laws when operations are in Louisiana.” (Docket Entry No. 29 at 6). St.
Paul’s reading of the contract does not take into account Section 19(E), which states:
The indemnity obligations each Party assumes under the terms of this Agreement
are independent of the contractual insurance requirements set out above, and such
indemnity obligations shall not be lessened or extinguished by reason of either
Party’s failure to obtain the required insurance coverage or by any defenses asserted
by either Party’s insurers.
(Docket Entry No. 25-2 at 16). This provision clarifies the limited nature of the “notwithstanding”
language of Section 19(B). In addition, as noted above, Section 23(B) states that the performance
of the indemnity and insurance provisions will take place in Houston, Texas. (Docket Entry No.
23-2 at 16). Reading the MSA as a whole, the court concludes that Section 19(B) neither acts as
an affirmative Louisiana choice-of-law provision for indemnity issues arising out of operations in
Louisiana nor negates the Texas choice-of-law provision for issues arising out of the indemnity
obligations. 	See, e.g., Banta Oilfield Servs., Inc. v. Mewbourne Oil Co., 568 S.W.3d 692, 709
(Tex. App.—Texarkana 2018, pet. denied).
The cases St. Paul cites support this conclusion. In Sonat Exploration Co. v. Cudd Pressure
Control Inc., the MSA at issue chose Texas law to apply to land operations in Texas and New
Mexico. 271 S.W.3d 228, 231 (Tex. 2008). The drilling site, however, was on land in Louisiana.
Id. One party then argued that the MSA “impliedly chose Louisiana law by two other provisions
in the agreement that refer to work done in Louisiana.” 	Id. at 232. 	The Texas Supreme Court
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rejected that position, noting that the “indemnity provisions at issue” made no reference to
Louisiana operations.8 	Id. 	Instead, the Texas Supreme Court went through the Restatement
Section 188 analysis to conclude that Louisiana law applied. Id. at 236. The court cautioned that
it “d[id] not hold . . . that Louisiana law should cover all indemnity disputes stemming from oilfield
accidents there” and that “[w]hen a contract involves oilfield work in many states, sophisticated
parties should generally be free to designate the law that will govern their relationship and have
that choice respected.” 	Id. 	In this case, not only did the parties choose Texas law to cover the
entire contract, the indemnity provisions in Section 11 make no mention of Louisiana law; Section
19(E) limits Section 19(B); and Section 23(B) confirms that the parties intended Texas law to
apply to indemnity disputes. 	Sonat does not provide a basis for concluding that Section 19(B)
operates as an affirmative choice-of-law clause.9
Exco Resources, Inc. v. Cudd Pressure Control, Inc., St. Paul’s other cited case, also
undercuts its position that the parties affirmatively chose Louisiana law to apply to this indemnity
dispute or that Section 19(B) neutralizes the choice-of-law provision in Section 23(B). No. 05-14-
01364-CV, 2016 WL 2726539 (Tex. App.—Dallas May 9, 2016, no pet.). In Exco Resources, the
Texas Court of Appeals found that contract language stating that “[n]otwithstanding anything to
the contrary provided herein, to the extent, and only to the extent Louisiana law (specifically, the
Louisiana Oilfield Anti-Indemnity Act) is found to govern the indemnity provisions found in
8 Moreover, as in Sonat, the indemnity provision in this MSA (contained in Section 11) is printed in capital
letters, which “appears to refer to Texas law (as it requires conspicuous notice) rather than Louisiana law
(as it voids indemnities whether conspicuous or not).” Sonat, 271 S.W.3d at 232.
9 The most persuasive part of Sonat for St. Paul and Pipe Pros is that the Texas Supreme Court considered,
when analyzing the Section 6 factors discussed below, that the Louisiana additional-insured provision in
the contract at issue “suggested” that the parties expected trouble enforcing their indemnities there. See
Sonat, 271 S.W.3d at 235. This part of Sonat neither mandates that Louisiana law applies nor is particularly
applicable to even the Section 6 analysis, given that—unlike in Sonat—the parties explicitly bargained for
Texas law for all operations, even if the contract contemplated that in some circumstances it may not apply.
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Article IV.D.1 and IV.D.2,” then the parties would substitute an indemnity provision that would
be valid under Louisiana law. 2016 WL 2726539, at *5. The Court of Appeals found that this
provision meant that, in some circumstances, the parties had considered that Louisiana law would
govern the indemnity provisions, which displaced the contract’s Texas choice-of-law clause as to
the indemnity issue in that case. Id. at *6. The Exco court did not conclude that Louisiana law
applied based on the “notwithstanding” provision; instead, the court found that the parties “did not
effectively choose Texas law to apply to the circumstances of this case.” Id. The result was that
the court looked to Section 188 of the Restatement—rather than Section 187(2)—to determine the
applicable law that applied. Id. In Exco, the “notwithstanding” language was explicitly tied to the
contractual indemnity provision at issue. 	By contrast, Section 19(B) makes no mention of
indemnity, and Section 19(E) states that Section 19(B) does not override the sections on indemnity.
At oral argument, the parties acknowledged that the MSA was inartfully drafted. (Docket
Entry No. 43); see Bayou Indus. Sales, LLC v. Petro-Valve, Inc., No. 15-00283-BAJ-RLB, 2017
WL 5180321, at *7 n.7 (M.D. La. Nov. 8, 2027) (“This entire litigation could have been avoided
had a more thorough contract been drafted.”). But the court cannot read Section 19(B) as either
mandating the application of Louisiana law to this dispute or as negating the application of the
Texas choice-of-law provision to the indemnity provision. 	The court concludes that it must
proceed through the Restatement § 187(2) choice-of-law analysis.10
10 To the extent that St. Paul somewhat impliedly and alternatively argues that the court should only apply
Section 188 of the Restatement, rather than Section 187(2), to this dispute because there is no affirmative
choice-of-law clause as to indemnity for operations taking place in Louisiana, that dispute is ultimately
immaterial because Section 188 is part of the Section 187(2) analysis. The court concludes that the Section
188 analysis favors applying Texas law.
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C. 	Choice of Law
The dispositive question is whether Texas or Louisiana law applies to the MSA. If Texas
law applies, St. Paul and Pipe Pros breached the MSA by failing to fully cover the settlement in
the underlying Bowman case. If Louisiana law applies, the LOIA voids the applicable indemnity
provisions and negates the breach-of-contract claim.11 (Docket Entry No. 23-1 at 9).
Although the MSA’s choice-of-law provision states that Texas law applies “without
regard[]” to a choice-of-law analysis, SWN and Independence Contract Drilling concede that,
while presumptively enforceable, choice-of-law provisions are still “subject to Restatement
§ 187(2)’s narrow exceptions on which the challenging party bears the burden.” (Docket Entry
No. 23-1 at 14); see Banta Oilfield Servs., Inc., 568 S.W.3d at 709 (“[W]hile courts generally
honor contracting parties’ bargained-for and expressed choice of law of which state’s law governs
the performance of a contract, the contracting parties’ freedom to choose what state’s law applies
is not unlimited.” (citing DeSantis v. Wackenhut Corp., 793 S.W.2d 670, 677 (Tex. 1990))); accord
Pipeline Supply & Serv., LLC v. Newman, No. 25-3719, 2026 WL 654246, at *4–5 (S.D. Tex. Mar.
9, 2026).
“To render a choice-of-law provision unenforceable, a party must satisfy the standards of
Section 187(2) of the Restatement (Second) of Conflict of Laws.” Cardoni v. Prosperity Bank,
805 F.3d 573, 580 (5th Cir. 2015). The Restatement provides that:
(2) The law of the state chosen by the parties to govern their contractual rights and duties
will be applied . . . unless either
(a) the chosen state has no substantial relationship to the parties or the transaction
and there is no other reasonable basis for the parties’ choice,12 or
11 The laws of Texas and Louisiana conflict. “Under Texas law, oilfield indemnity clauses are valid if they
are mutual and supported by liability insurance. Under Louisiana law, such clauses are invalid if the party
seeking indemnity was negligent or strictly liable.” Sonat, 271 S.W.3d at 231.
12 There is no dispute that the first exception does not apply. (Docket Entry No. 23-1 at 15; see generally
Docket Entry Nos. 29, 30).
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(b) application of the law of the chosen state would be contrary to a fundamental
policy of a state which has a materially greater interest than the chosen state in the
determination of the particular issue and which, under the rule of § 188, would be
the state of the applicable law in the absence of an effective choice of law by the
parties.
Restatement § 187(2). 	The second exception requires a three-part analysis. 	Because the MSA
“unambiguously mandates Texas law applies, . . . Louisiana law cannot override the [MSA] unless
(1) it has a ‘more significant relationship with the parties and transaction than Texas does’; (2) it
has a ‘materially greater interest than Texas in applying its law to this set of facts’; and (3)
‘applying Texas law [would] be contrary to a fundamental policy of’ Louisiana.” Anadarko Petrol.
Corp. v. Alternative Env’l Sols., Inc., 169 F.4th 542, 548 (5th Cir. 2026) (quoting Cannon Oil &
Gas Servs., Inc. v. KLX Energy Servs., L.L.C., 20 F.4th 184, 189 (5th Cir. 2021)). “[I]f . . . even
one of the three factors favors the parties’ choice of Texas law, [the court is] not compelled to
examine the remaining two.” Banta, 568 S.W.3d at 711.
“To determine which state has a more significant relationship, courts consider multiple
contacts, including [1] the place of contracting, [2] the place of negotiation, [3] the place of
performance, [4] the location of the subject matter of the contract, and [5] the domicile, residence,
nationality, place of incorporation, and place of business of the parties.” Anadarko Petrol. Corp.,
169 F.4th at 548 (citing Cardoni, 805 F.3d at 582). 	“These contacts are weighed not by their
number, but by their quality.” Id. at 548 (quoting Cardoni, 805 F.3d at 582).
These factors favor applying Texas law. As to the first factor, Pipe Pros and St. Paul do
not dispute that the MSA was drafted and signed in Texas. 	(Docket Entry No. 23-1 at 18; see
generally Docket Entry Nos. 29, 30). As to the second factor, the MSA states that “[t]he parties
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agree that this Agreement and all Orders were negotiated in Houston, Texas.”13 	(Docket Entry
No. 23-2). As to the fifth factor, the MSA states that Indigo’s principal place of business was in
Texas and that Pipe Pros was a Texas LLC. (Docket Entry No. 25-2 at 1, ⁋ 23(B)). Independence
Contract Drilling has its principal place of business in Texas. (Docket Entry No. 16; Docket Entry
No. 20 ⁋ 1.2). SWN was a Texas LLC headquartered in Texas until September 2025. (Docket
Entry No. 23-4 at 12–14; Docket Entry No. 23-15; Docket Entry No. 28-3). TRK d/b/a Pipe Pros
is domiciled in Wyoming,14 (Docket Entry No. 10), and St. Paul is domiciled in Connecticut,
(Docket Entry No. 37). In short, there were Texas ties between the original parties to the MSA,
and at least one party still has Texas ties. There are no parties with Louisiana ties.
The third and fourth factors are closer. On the one hand, Bowman was injured in Louisiana,
and the underlying Bowman litigation took place in Louisiana. But Sonat clarified that the place
of the drilling and related litigation does not alone determine the place of performance and is not
dispositive. 271 S.W.3d at 234. Instead, when a contract contemplates work in multiple states (as
this MSA does), this factor is potentially neutral. 15 	Id. (“As no single state would have ‘loomed
13 Pipe Pros argued in its response brief that the place of negotiation and contracting should be neutral
because “neither party to this lawsuit took part in the negotiation or contracting” of the MSA, even though
they are the successors-in-interest to those parties. (Docket Entry No. 30 at 12). It provided no caselaw
for that assertion. The court allowed Pipe Pros to file a supplemental brief if it could find caselaw to support
that assertion. (Docket Entry No. 43). It could not do so. (Docket Entry No. 42).
14 As noted above, Pipe Pros’s briefs are all entitled “TRK d/b/a as Pipe Pros.” The summary-judgment
record indicated that Pipe Pros still exists as a separate LLC, however, with a principal place of business in
Texas. The court clarified this issue with the parties at the hearing and confirmed that TRK (which bought
Pipe Pros in 2021) is the proper defendant and successor-in-interest to Pipe Pros under the MSA. (See
Docket Entry No. 43).
15 Pipe Pros cites the Court of Appeals case underlying Sonat to argue that the third factor is effectively
dispositive. (Docket Entry No. 30 at 11). But the Texas Supreme Court explicitly disagreed with the part
of the Court of Appeals opinion that Pipe Pros cites, holding that Section 196 does not apply to contracts
contemplating services in many states and that, where a contract does so, “the contacts analysis suggests
only that the law of several states might apply.” Sonat, 271 S.W.3d at 234. The court also notes that the
Restatement § 188 comments clarify that the place of performance bears little weight in the choice of the
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large’ in the parties’ minds when signing this agreement, the contacts analysis suggests only that
the law of several states might apply.”).
In the years since Sonat, some Texas intermediate appellate courts have taken the view that
“the central act of indemnification occurs in the forum where the personal injury lawsuit is
pending.” Cannon Oil, 20 F.4th at 190. But the place of performance in this case is complicated
by multiple factors, distinguishing this case from either Banta or Chesapeake Oper. Inc. v Nabors
Drilling USA, Inc., 94 S.W.3d 163, 173 (Tex. App.—Houston [14th Dist.] 2002, no pet.), the cases
that Cannon cites for that proposition.
First, the MSA states that all insurance and indemnification provisions are to be performed
in Houston, Texas. (Docket Entry No. 23-2 ⁋ 23(B)). St. Paul and Pipe Pros do not address this
language in their briefs, but it weighs against finding that Louisiana is the only relevant place of
performance. 	See Banta Oilfield Servs., 568 S.W.3d at 712 (noting that the MSA referred to a
Texas statute regulating indemnity). Second, Bowman is a Texas resident. (Docket Entry No. 23-
8 at 20). Third, St. Paul maintains its file for Bowman’s claim in Texas. (Docket Entry No. 23-
19 at 7). Fourth, this litigation is taking place in Texas. See Nabors Drilling Techs. USA Inc. v.
Deepwell Energy Servs. LLC, 568 F. Supp. 3d 756, 768 (S.D. Tex. 2021) (concluding that the
place of performance factor favored Texas because the agreement stated that jurisdiction would
lie exclusively in Texas; both the underlying litigation and the instant case were in Texas; the
attorney’s fees brought in both cases were and would be incurred in Texas; and “the impact of any
indemnification . . . will be felt primary in Texas”). In short, to the extent that the overall question
is simply “which state has the most significant relationship with respect to the indemnity issue,”
applicable law when (1) at the time of contracting it is either uncertain or unknown, or (2) performance by
a party is to be divided more or less equally among two or more states with different local law rules on the
particular issue. Restatement § 188 cmt. e.
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Chesapeake Oper. Inc. v Nabors Drilling USA, Inc., 94 S.W.3d 163, 173 (Tex. App.—Houston
[14th Dist.] 2002, no pet.), the record in this case does not clearly indicate that Louisiana is the
answer, even though that was the location of the accident and underlying lawsuit. Based on this
record, the court concludes that the third and fourth factors are effectively neutral.16
The Section 6 Restatement factors also tilt toward Texas. The most important factor in a
contract case is “[p]rotection of the justified expectations of the parties.” Sonat, 271 S.W.3d at
235. “[T]he parties’ expectations as stated in their contract should not be frustrated by applying a
state law that would invalidate the contract, at least not unless those expectations are substantially
outweighed by the interests of the state with the invalidating rule.” Id. “When a contract involves
oilfield work in many states, sophisticated parties should generally be free to designate the law
that will govern their relationship and have that choice respected.” Id. at 236. In this case, the
parties designated Texas law, and the MSA states that the place of performance for the indemnity
obligations is in Texas. While choice-of-law clauses can be defeated in certain circumstances, the
crux of this case is that Pipe Pros and St. Paul effectively “seek[] to repudiate that bargain to avoid
… indemnification duties.” Nabors, 568 F. Supp. 3d at 770. “Giving sanction to such a strategy
would undermine the needs of the interstate and international systems of commerce by promoting
uncertainty and increasing transaction costs.” Id. The Section 6 factors favor applying Texas law.
Because the Restatement § 188 and § 6 factors favor Texas, the court concludes that Texas
has the most significant interest in this case.17 The court need not reach the other elements of the
16 Pipe Pros concedes that the fourth factor is potentially neutral because the contract considered that work
would occur in Louisiana and Texas. (Docket Entry No. 30 at 11 n.3).
17 Pipe Pros argued at the motion hearing that under SWN and Independence Contract Drilling’s reading of
the MSA, Louisiana law could never apply. (Docket Entry No. 43). That is not true. Had Independence
Contract Drilling had no Texas ties, had TRK had Louisiana ties, and had Bowman had Louisiana ties,
among other potential alternative facts, this case might have been different.
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§ 187(2) test. See Nabors, 568 F. Supp. 3d at 772. Regardless, the court concludes that Louisiana
does not have a materially greater interest than Texas in applying its law to this set of facts. This
lawsuit involves former and current Texas companies, no Louisiana companies, is based on
injuries to a Texas citizen, and indemnity obligations that the MSA—which was drafted and
negotiated in Texas—states are performed in Texas. 	The parties lack the ties to Louisiana that
would give that state a materially greater interest than Texas, and, for the reasons explained below,
the public policy factor is effectively neutral. Cf. Wildhorse Res. Mgmt. Co., LLC v. G&C Const.
Int’l, LLC, No. CV H-18-2456, 2019 WL 5684228, at *5 (S.D. Tex. Oct. 31, 2019) (holding that
Louisiana had a materially greater interest in the dispute because its interests “in protecting
Louisiana contractors operating in Louisiana, and in seeing the application of Louisiana public
policy being applied to Louisiana residents in Louisiana lawsuits arising out of injuries in
Louisiana” were greater than Texas’s interests); see also Pipeline Supply & Serv., LLC, 2026 WL
654246, at *6. Texas’s interests in protecting the parties’ choice of law and “fair bargaining by
resident businesses” outweigh Louisiana’s interest in voiding a contract between foreign
companies based on litigation involving a Texas resident. Chesapeake Oper., Inc., 94 S.W.3d at
176; cf. Cannon Oil, 20 F.4th at 194 (noting that Texas’s interests in enforcing the contract at issue
were “lessened when the contract was not negotiated, drafted, or performed within its borders”).
At worst, “Texas has an equal interest in the resolution of this case as” Louisiana. See Fintech
Fund, F.L.P. v. Horne, 836 F. App’x 215, 224 (5th Cir. 2020). This element of the § 187(2) test
does not favor applying Louisiana law.
Finally, although the court need not reach this issue, the court addresses the element of
public policy because it is the crux of St. Paul’s motion for summary judgment. (Docket Entry
No. 23). St. Paul argues that applying Texas law contravenes the LOIA and that it is a fundamental
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public policy of Louisiana. (Docket Entry No. 25 at 13). But in 2002, the Texas Court of Appeals
reviewed the relevant Texas and Louisiana statutes and statutory language and held that the
fundamental policies of Texas and Louisiana are the same. See Chesapeake Oper., Inc., 94 S.W.3d
at 178–79. 	The Court of Appeals held that “[t]he test is whether the chosen law contravenes a
state policy, not the outcome in a particular case.” Id. at 178. Because the policies were the same,
even if the Louisiana statute was stricter, there was no conflict. 	Id. 	Chesapeake also turned in
part on the fact that the only Louisiana tie was the location of the well. Id. As in Chesapeake, this
case does not concern a Louisiana contractor, operator, or resident. Cf. Wildhorse Res. Mgmt. Co,
LLC, 2019 WL 5684228, at *6 (distinguishing Chesapeake, in which neither the contractor nor
operator were Louisiana citizens, with the case before the court, in which “the contractor seeking
protection of the LOIA is a Louisiana citizen who was operating in Louisiana when its employee—
also a Louisiana citizen—was injured and sued in Louisiana courts”).
In this case, Pipe Pros, the relevant contractor, signed the MSA as a Texas LLC; its interests
are now controlled by a Wyoming corporation. Because Pipe Pros is not a Louisiana entity and
has identified no connections to Louisiana, it is not “the type of oil and gas well sub-contractor for
whom the Louisiana legislature specifically contemplated providing protection.” See Roberts v.
Energy Dev. Corp., 235 F.3d 935, 942 (5th Cir. 2000) (concluding that “the strength of Louisiana’s
public policy of preventing the adverse consequences which would fall upon its sub-contractors
by application of the laws of Texas tips the scales which might otherwise be balanced with respect
to each state’s policies noted above”). 	There is no basis, given Chesapeake and Roberts, to
conclude that applying Texas law to this dispute, in which the consequences will not fall on a
Louisiana company, violates Louisiana’s public policy.
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Because none—let alone all three—of the § 187(2) factors favor applying Louisiana law,
the Texas choice-of law-provision is enforceable.
D. 	Breach of Contract
St. Paul and Pipe Pros do not dispute that if Texas law applies, they breached the MSA.
(See generally Docket Entry Nos. 29, 30). Pipe Pros simply argues that because there is no valid
indemnity contract under Louisiana law, there can be no breach of contract. (Docket Entry No. 30
at 13–14). 	Because the court concludes that Texas law applies, it grants summary judgment to
SWN and Independence Contract Drilling on their breach of contract claim and denies St. Paul’s
cross-motion for summary judgment.
Under Texas law, a breach of contract claim for indemnity has five elements. “To prevail
on a breach of indemnity agreement claim under Texas law, a plaintiff must establish that: (1) a
contractual indemnity agreement exists; (2) the indemnity agreement obligates one party to
indemnify the other for particular claims; (3) those claims were made; (4) all conditions precedent
for recovery have occurred or been waived or excused; and (5) the party seeking relief has been
damaged.” 	Allied World Ins. Co. v. Am. W. Steel, LLC, Civ. Action H-17-3608, 2018 WL
6602153, at *2 (S.D. Tex. Dec. 17, 2018) (citing Transamerica Ins. Co. v. Avenell, 66 F.3d 715,
719 (5th Cir. 1995)). 	“When the terms of an indemnity agreement are clear and unambiguous,
Texas law gives effect to the agreement as written.” Id.
SWN and Independence Contract Drilling argue that each element is met because (1) St.
Paul and Pipe Pros do not dispute (and the record establishes that) a contractual indemnity
agreement exists; (2) the MSA requires Pipe Pros to defend and indemnify SWN and its contractors
and to provide $1,000,000 in primary and $5,000,000 in excess liability coverage; (3) in the
underlying litigation, Bowman filed personal injury claims that are covered under Section 11(A)
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of the MSA; (4) there is no genuine factual dispute material to determining that St. Paul and Pipe
Pros’s defense, indemnity, and additional-insured obligations under the MSA and relevant policies
have been triggered; and (5) St. Paul and Pipe Pros breached their obligations under the MSA (and
caused damage) when they refused the defense and indemnity demands by SWN and Independence
Contract Drilling for the Bowman litigation and settlement. (Docket Entry No. 23-1 at 27–28).
The court agrees with this analysis. 	First, there is a contractual indemnity agreement.
Section 11(A) of the MSA (“Contractor’s Indemnification of Company”) and 11(B) (“Company’s
Indemnification of Contractor”) set out the requisite indemnity provisions. (Docket Entry No. 23-
2 ¶¶ 11A, 11B). 	These provisions required Pipe Pros to defend and indemnify SWN and
Independence Contract Drilling from the personal injury claims in the Bowman suit and to provide
$1,000,000 primary and $5,000,000 in excess liability coverage. (Id.; see also Docket Entry No.
4 ¶¶ 2–3). 	St. Paul’s policies establish that it owed duties to SWN and Independence Contract
Drilling. (Docket Entry No. 28-1; Docket Entry No. 23-6 at 1, 7, 16; Docket Entry No. 23-7 at
1,7, 19). SWN demanded that Pipe Pros indemnify it for the claims in the Bowman suit, (Docket
Entry No. 23-9), and St. Paul refused to do so, (Docket Entry No. 23-13). 	Bowman settled on
confidential terms, (Docket Entry No. 23-14 at 7), but there is no dispute that SWN and
Independence Contract Drilling would not have contributed their half of the settlement if St. Paul
and Pipe Pros had not breached the contract.
Based on the undisputed record, SWN and Independence Contract Drilling are entitled to
summary judgment on their breach-of-contract claim. Pipe Pros and St. Paul are liable to SWN
and Independence Contract Drilling for the 50% of the confidential settlement amount that SWN
and Independence Contract Drilling paid to settle the underlying litigation and their associated
attorneys’ fees and costs in defending the underlying suit and in defending this suit.
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IV. 	Conclusion
The court grants SWN and Independence Contract Drilling’s motion for summary
judgment, (Docket Entry No. 23), and denies summary judgment to St. Paul and Pipe Pros, (Docket
Entry No. 25). No later than July 17, 2026, the parties must file a joint status update informing
the court as to whether any triable issues remain.
SIGNED on June 29, 2026, at Houston, Texas.
________________________________
Lee H. Rosenthal
Senior United States District Judge
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