LLOG Exploration Company, LLC v. Signet Maritime C
673 F. App'x 422
| 5th Cir. | 2016Background
- LLOG (charterer) contracted Signet (tug operator) in 2014 for a short inshore tow of a large offshore facility (Delta); the written contract required LLOG to give Signet seven days’ notice of a sail date and set minimum/standby/postponement charges.
- LLOG coordinated the overall tow with Crowley (offshore tow) and sent a July 15 email to the broader “tow team” (not addressed to Signet’s negotiator Miura) describing a "tow-out window" (Aug 4–17) and asking readiness by Aug 4.
- Signet construed the July 15 email as a definitive sail-date notice (Aug 4 or Aug 14) and prepared to sail; LLOG later sent a clear seven-day notice on Sept 3 for Sept 10; the tow began Sept 14.
- Signet invoiced a $650,496 postponement fee and asserted standby damages exceeding $3.3 million; LLOG paid the four-day minimum plus the actual tow day ($912,096) but refused the postponement invoice.
- District court (bench trial) found Signet failed to prove breach: the July 15 email was not seven-days’ notice to Signet; LLOG’s Sept 3 email constituted the required notice; declaratory judgment for LLOG entered; district court awarded fees but did not quantify them.
- Fifth Circuit affirmed the declaratory judgment that LLOG owed no delay/postponement/standby damages, and dismissed Signet’s appeal of the unquantified fee award for lack of jurisdiction.
Issues
| Issue | LLOG's Argument | Signet's Argument | Held |
|---|---|---|---|
| Whether the July 15 email constituted the contractually required seven days’ notice of sail date | July 15 email was not notice to Signet because it was sent to the "tow team," omitted Signet’s contract contact, lacked the terms “notice” or “sail date,” and referenced a Crowley/LLOG "window" | The July 15 email effectively nominated a sail date (Aug 4 or Aug 17) and thus satisfied notice, making Signet entitled to postponement/standby charges | Court held the July 15 email was not seven-days’ notice to Signet; LLOG’s Sept 3 email was the operative notice; no breach proved |
| Whether Signet proved entitlement to postponement fee or standby damages under the contract | Only the four-day minimum and actual tow day were due because prior valid notice was not given | Signet was entitled to the invoiced postponement fee or standby charges for the earlier period Signet prepared for | Court held Signet failed to prove entitlement; LLOG owed only the paid minimums and actual tow day |
| Proper interpretation of contractual notice/window language under maritime law | Contract requires clear seven-day notice; a separate "tow-out window" (used with Crowley) did not alter notice requirement | The window language and communications with the tow team imparted notice to Signet | Court applied maritime contract law and plain-meaning rules; the contract was unambiguous and did not support Signet’s reading |
| Appealability of the district court’s award of attorney’s fees, costs, and expenses | N/A for merits — LLOG sought fees per contract; district court awarded fees but left amount undetermined | Signet appealed the fee/cost award despite lack of a sum certain | Fifth Circuit dismissed the appeal as to fees/costs for lack of jurisdiction because the award was not reduced to a sum certain |
Key Cases Cited
- Int’l Marine, LLC v. FDT, LLC, [citation="619 F. App'x 342"] (5th Cir.) (standard of review from bench trial)
- One Beacon Ins. Co. v. Crowley Marine Servs., Inc., 648 F.3d 258 (5th Cir.) (maritime contract interpretation principles)
- Int’l Marine, LLC v. Delta Towing, LLC, 704 F.3d 350 (5th Cir.) (maritime contract law; de novo review of contract interpretation)
- Weathersby v. Conoco Oil Co., 752 F.2d 953 (5th Cir.) (read maritime contract as a whole; plain meaning rule)
- Breaux v. Halliburton Energy Servs., 562 F.3d 358 (5th Cir.) (ambiguity standards; disagreement ≠ ambiguity)
- Ergon–W. Va., Inc. v. Dynegy Mktg. & Trade, 706 F.3d 419 (5th Cir.) (clear-error review of factual findings concerning contract performance)
- S. Travel Club, Inc. v. Carnival Air Lines, Inc., 986 F.2d 125 (5th Cir.) (unquantified fee awards are not immediately appealable)
- Thornton v. GMC, 136 F.3d 450 (5th Cir.) (same principle on appealability of attorney’s fees)
- Travelers Ins. Co. v. Liljeberg Enters., 38 F.3d 1404 (5th Cir.) (jurisdictional limits when fees are unquantified)