Expro Americas, LLC v. Sanguine Gas Exploration, LLC
351 S.W.3d 915
Tex. App.2011Background
- Expro sued Sanguine for defense and indemnity under a job-ticket indemnity clause.
- Judd, Anadarko’s company man, signed Expro’s ticket at the well site without reading the reverse-side indemnity terms.
- The reverse side contained an indemnity provision; Judd did not know of it.
- Sanguine paid Expro for the services without objection and later denied indemnity.
- Expro sought summary judgment on enforceability of the indemnity and Judd’s authority; the trial court denied Expro’s motion and granted Sanguine’s motion.
- The court of appeals remands and issues an opinion addressing authority, notice, and TOAIA issues.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Judd had actual authority to bind Sanguine to the indemnity provision | Expro contends Judd had implied actual authority to bind | Sanguine contends no express/actual authority; Judd did not know of indemnity terms | Fact issue exists; not conclusively established |
| Whether Judd had apparent authority to bind Sanguine | Expro argues Judd’s role and industry practice created apparent authority | Sanguine argues lack of principal’s knowledge and reliance; no clear apparent authority | Fact issue exists; jury could find or negate apparent authority |
| Whether the indemnity clause satisfies fair-notice conspicuousness requirements | Indemnity provision was conspicuous on the reverse side and front referenced it | Provision was buried among terms and unreadable to Judd | Conspicuousness satisfied; clause not unenforceable on fair-notice grounds |
| Whether the Texas Oilfield Anti-Indemnity Act (TOAIA) affects enforceability | Indemnity aligns with TOAIA mutual-insurance requirements | Mutual-insurance obligations not conclusively established; issue unresolved | Addressed but not dispositive; remand for further proceedings |
Key Cases Cited
- Rourke v. Garza, 511 S.W.2d 331 (Tex. App.-Houston [1st Dist.] 1974) (implied authority and on-site supervisor authority)
- Polland & Cook v. Lehmann, 832 S.W.2d 729 (Tex. App.-Houston [1st Dist.] 1992) (apparent authority/agency; referral-fee context)
- Augusta Development Co. v. Fish Oil Well Servicing Co., Inc., 761 S.W.2d 538 (Tex. App.-Corpus Christi 1988) (site supervisor implied authority; ordinary duties)
- Dresser Indus., Inc. v. Page Petroleum, Inc., 853 S.W.2d 505 (Tex. 1993) (fair-notice/conspicuousness standards for indemnity)
- In re Bank of Am., N.A., 278 S.W.3d 342 (Tex. 2009) (signing party presumed to know terms; enforceability issues)
- Reliant Energy Servs., Inc. v. Cotton Valley Compression, L.L.C., 336 S.W.3d 764 (Tex. App.-Houston [1 Dist.] 2011) (actual authority framework; implied/express authority)
- Gaines v. Kelly, 235 S.W.3d 179 (Tex. 2007) (apparent authority; reliance standard)
- 26 61 6 S. Loop L.L.C. v. Health Source Hm. Care, Inc., 201 S.W.3d 349 (Tex. App.-Houston [14th Dist.] 2006) (actual authority/agency)