Lloyd's Syndicate 457 v. FloaTEC, L.L.C., 921 F.3d 508

Big Foot is a Chevron-operated deepwater platform insured under an Offshore Construction Project Policy (Lloyd’s WELCAR 2001 form); the Policy waives subrogation against "Principal Assureds" and "Other Assureds."
Chevron contracted with FloaTEC to design and install sixteen tendons; in 2015 nine tendons failed, Chevron incurred heavy losses, and Underwriters paid over $500 million under the Policy.
Underwriters sued contractors including FloaTEC on a subrogation theory (standing in Chevron’s shoes) to recover their payments; FloaTEC removed and moved to dismiss, asserting it was an "Other Assured" and thus protected by the Policy’s waiver of subrogation.
The Chevron–FloaTEC Contract contains a broad arbitration clause (including a delegation provision for arbitrability); Underwriters argued that clause required arbitration of the subrogation dispute.
The district court ruled for FloaTEC: (1) it could decide whether an arbitration agreement existed before sending anything to arbitration; and (2) FloaTEC qualified as an "Other Assured," so Underwriters’ subrogation claims were barred; the court dismissed the claims with prejudice.
The Fifth Circuit affirmed: courts decide threshold formation disputes (step one); the Policy’s plain text made FloaTEC an "Other Assured," and the subrogation waiver barred Underwriters’ suit.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the Chevron–FloaTEC Contract’s delegation clause required arbitration of Underwriters’ claims	Underwriters: the delegation clause "clearly and unmistakably" delegates gateway arbitrability to the arbitrator, so court must compel arbitration	FloaTEC: Underwriters are not parties to the Contract; whether an arbitration agreement exists between Underwriters and FloaTEC is a threshold question for the court	Court (affirmed): Threshold question of whether any arbitration agreement exists is for courts to decide first; district court properly ruled on motion to dismiss before arbitration
Whether FloaTEC is an "Other Assured" under the Policy and thus protected by the waiver of subrogation	Underwriters: the Special Conditions require examining the Chevron–FloaTEC Contract for whether Chevron agreed to extend Policy coverage; if not, FloaTEC is not an "Other Assured" and subrogation is permissible	FloaTEC: Policy definition plainly covers any party that "entered into written contract(s) in connection with the Project," so it is an "Other Assured" and subrogation is waived	Court (affirmed): "Other Assured" definition is unambiguous and covers FloaTEC; Special Conditions govern extent of coverage, not status; ambiguous insurance terms construed against insurer

Petrofac, Inc. v. DynMcDermott Petroleum Operating Co., 687 F.3d 671 (5th Cir. 2012) (discussing requirement to "clearly and unmistakably" delegate arbitrability)
AT&T Technologies, Inc. v. Communications Workers of America, 475 U.S. 643 (U.S. 1986) (courts decide existence of arbitration agreement before sending arbitrability to arbitrator)
Kubala v. Supreme Prod. Servs., Inc., 830 F.3d 199 (5th Cir. 2016) (two-step arbitrability framework and delegation clause analysis)
Rent-A-Ctr., West, Inc. v. Jackson, 561 U.S. 63 (U.S. 2010) (delegation clauses and arbitrability enforcement)
IQ Prod. Co. v. WD-40 Co., 871 F.3d 344 (5th Cir. 2017) (court must first decide whether parties formed any arbitration agreement)
Will-Drill Resources, Inc. v. Samson Resources Co., 352 F.3d 211 (5th Cir. 2003) (existence-of-agreement disputes are for courts)
Marathon Oil Co. v. Mid-Continent Underwriters, 786 F.2d 1301 (5th Cir. 1986) (anti-subrogation principle: waiver of subrogation against additional assured bars insurer recovery even for risks not covered)
Peavey v. M/V ANPA, 971 F.2d 1168 (5th Cir. 1992) (explaining anti-subrogation public policy in maritime/insurance context)
Dow Chemical Co. v. M/V Roberta Taylor, 815 F.2d 1037 (5th Cir. 1987) (illustrating anti-subrogation applications)
AGIP Petroleum Co., Inc. v. Gulf Island Fabrication, Inc., 920 F. Supp. 1318 (S.D. Tex. 1996) (construing materially similar "other assured" definition to include contractors)