Chevron USA, Inc. v. Aker Maritime, Inc., 689 F.3d 497

2001 bolts on Chevron Genesis Spar facility failed; Chevron sued Aker, Oceaneering, and others for damages related to procurement/installation of bolts.
Aker (design/engineering for Chevron) arranged bolts from Lone Star; Lone Star shipped Grade A bolts instead of Grade 2; substitution not detected by Oceaneering or Aker.
Bolts supplied were used in riser assembly; initial bolt failure led to more failures and decision to replace all bolts.
Jury found damages near $3 million and allocated fault among Aker (35%), the bolt supplier (35%), bolt manufacturer (20%), and Oceaneering and Aker subsidiary (5% each).
District court dismissed Aker’s indemnity claim against Oceaneering; on appeal, damages award affirmed, attorneys’ fees reversed, indemnity remanded; on remand, Oceaneering found liable to indemnify Aker.
Two contracts govern the issues: (i) Master Agreement between Chevron and Oceaneering (1991) and (ii) Support Contract between Chevron and Aker (1998).

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Aker is entitled to indemnity under the contracts.	Aker was Chevron’s agent for procurement under the Support Contract; indemnity language broadly covers agents.	Aker was not Chevron’s agent for Oceaneering’s performance; Master Agreement limits indemnity; Aker not third-party beneficiary.	Yes; Aker was Chevron’s agent and the indemnity language covers its acts.
Whether the indemnity obligation is limited by the Master Agreement or insurance.	Indemnity not limited by Master Agreement; Aker entitled to full indemnity.	Indemnity should be capped by insurance and contract terms.	Indemnity obligation not so limited; no error in applying broad language.
Whether the district court erred in awarding attorneys’ fees.	Court applied proper factors and awarded the full amount.	Wrong contract version used; Johnson factors not properly applied; fees should be segregated.	No abuse of discretion; fees awarded in full.

Wal-Mart Stores, Inc. v. Qore, Inc., 647 F.3d 237 (5th Cir. 2011) (contract interpretation and indemnity principles applied)
Cadwallader v. Allstate Ins. Co., 848 So.2d 577 (La. 2003) (Louisiana contract interpretation principles)
Perkins v. Rubicon, Inc., 563 So.2d 258 (La. 1990) (indemnity contract interpretation emphasizes plain language)
Smason v. Celtic Life Ins. Co., 615 So.2d 1079 (La. Ct. App. 1993) (agency relationship requires clear establishment; not presumed)
Matter of Oxford Mgmt., Inc., 4 F.3d 1329 (5th Cir. 1993) (agency creation and scope considerations in contract disputes)
Busby v. Walker, 84 So.2d 304 (La. Ct. App. 1995) (agency and contract interpretation relevant to indemnity disputes)
State Dep’t of Transp. & Dev. v. Williamson, 597 So.2d 439 (La. 1992) (Johnson factors and fee analysis adapted to Louisiana law)