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

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
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

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 &
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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.

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