Williams v. Inflection Energy, LLC
| Decision Date | 22 August 2016 |
| Docket Number | Civil Action No. 4:15-00675 |
| Parties | MICHAEL WILLIAMS, Plaintiff, v. INFLECTION ENERGY, LLC, U.S. WELL SERVICES LLC and U.S WELL SERVICES INC., Defendant/Third Party Plaintiff v. HYPERION SAFETY SERVICES, LLC, Third Party Defendant. |
| Court | U.S. District Court — Middle District of Pennsylvania |
(Judge Brann)
Pending before this Court is a motion for partial summary judgment filed by Defendant Inflection Energy, LLC (hereinafter "Inflection") and a motion to dismiss/motion to strike filed by Defendant U.S. Well Services, LLC " "). In its motion for summary judgment, Inflection seeks summary judgment on its cross-claim for contractual defense and indemnity against U.S. Well together with the dismissal of U.S. Well's crossclaim for contractual indemnification against Inflection. U.S. Well's motion to dismiss seeks to dismiss Inflection's cross-claim against U.S. Well, which requests a declaratory judgment, together with a motion to strike, which seeks to strike Inflection's second amended answer, affirmative defenses, and cross-claim.
The contract between Inflection and U.S. Well (hereinafter "the Master Service Agreement") contains a choice of law provision which requires application of Colorado law. Both Inflection and U.S. Well set forth legal arguments pursuant to Colorado law; this Court will, therefore, assume that neither party objects to its application in the matters at hand.1
These matters are now ripe for disposition. In accordance with the following reasoning, Inflection's motion for partial summary judgment is granted and U.S. Well's motion to strike is denied. Inflection's declaratory judgment cross-claim is also dismissed as moot and U.S. Well's motion to dismiss is consequently granted.
The instant lawsuit arises from personal injuries suffered by Plaintiff, Michael Williams, while performing work for Trinity Medical Management Services LLC and/or Hyperion Safety Services, LLC (hereinafter "Hyperion"), on a well site owned and operated by Inflection in Lycoming County, Pennsylvania. Plaintiff initiated the present action on January 5, 2015, by filing a complaint against Inflection, U.S. Well, and U.S. Well Services, Inc. in the Eastern District ofLouisiana. Shortly thereafter, the action was transferred to this Court. Both Inflection and U.S. Well filed answers to Plaintiff's complaint. U.S. Well's answer, however, included a crossclaim against Inflection for common law contribution and indemnification, as well as contractual indemnification. In response, Inflection filed a motion to dismiss U.S. Well's cross-claim2 and an amended answer3 in which it asserted a breach of contract cross-claim against U.S. Well.
In its motion to dismiss, Inflection sought to dismiss U.S. Well's contractual indemnification count on the basis that, pursuant to the Master Service Agreement, Inflection was not required to indemnify U.S. Well for personal injury claims initiated by U.S. Well's own subcontractors. This Court denied Inflection's motion because, at the time it was filed, it was unclear which party, U.S. Well or Inflection, had actually contracted with Hyperion, Plaintiff's employer.
Three days after this Court's Order was docketed, U.S. Well filed a third-party complaint against Hyperion seeking indemnification pursuant to a written contract it had entered into with U.S. Well.4 Inflection then filed the instant motion for partial summary judgment seeking indemnification from U.S. Well pursuant to the Master Service Agreement.5 Inflection also filed a second amended answer which added a cross-claim against U.S. Well, seeking contribution and indemnityand seeking a declaratory action pursuant to 28 U.S.C. § 2201.6 In response, U.S Well filed the instant motion to dismiss and motion to strike.
Inflection contends that it is entitled to judgment in its favor on both its cross-claim for contractual defense and indemnity as well as on U.S. Well's cross-claim for contractual defense and indemnity. It argues that it is indisputable that Plaintiff was employed by Hyperion and that U.S. Well hired Hyperion as a subcontractor. It contends that there is no genuine issue of material fact regarding the Master Service Agreement, and that, pursuant to the plain language of the same, U.S. Well must defend and indemnify Inflection.
Summary judgment is appropriate where "the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law."7 A fact is "material" where it "might affect the outcome of the suit under the governing law."8 A dispute is "genuine" where "the evidence is such that a reasonable jury," giving credence to the evidence favoring the nonmovant and making all inferences in the nonmovant's favor, "could return a verdict for the nonmoving party."9
The burden of establishing the nonexistence of a "genuine issue" is on the party moving for summary judgment.10 The moving party may satisfy this burden by either (i) submitting affirmative evidence that negates an essential element of the nonmoving party's claim; or (ii) demonstrating to the Court that the nonmoving party's evidence is insufficient to establish an essential element of the nonmoving party's case.11
Where the moving party's motion is properly supported, the nonmoving party, to avoid summary judgment in his opponent's favor, must answer by setting forth "genuine factual issues that properly can be resolved only by a finder of fact because they may reasonably be resolved in favor of either party."12 For movants and nonmovants alike, the assertion "that a fact cannot be or is genuinely disputed must" be supported by "materials in the record" that go beyond mere allegations, or by "showing that the materials cited do not establish the absence or presence of a genuine dispute, or that an adverse party cannot produce admissible evidence to support the fact."13
"When opposing summary judgment, the non-movant may not rest upon mere allegations, but rather must 'identify those facts of record which wouldcontradict the facts identified by the movant.'"14 Furthermore, "[i]f a party fails to properly support an assertion of fact or fails to properly address another party's assertion of fact as required by Rule 56(c), the court may . . . consider the fact undisputed for purposes of the motion."15
In deciding the merits of a party's motion for summary judgment, the Court's role is not to evaluate the evidence and decide the truth of the matter, but to determine whether there is a genuine issue for trial.16 Credibility determinations are the province of the factfinder, not the district court.17 Although the Court may consider any materials in the record, it need only consider those materials cited.18
As stated above, Inflection argues that it is entitled to judgment in its favor on both its cross-claim for contractual defense and indemnity and on U.S. Well's cross-claim for contractual defense and indemnity based on the plain language of the Master Service Agreement. In opposing Inflection's motion, U.S. Well advances two arguments. I will discuss each in turn.
U.S. Well argues that it, as well as Inflection, have indemnification obligations under the Master Service Agreement and, therefore, discovery is needed to determine the liability of the parties, if any. It further contends that, according to the Plaintiff's complaint, Inflection was negligent in failing to maintain the premises in safe condition by removing snow and ice. Therefore, discovery is needed to discover facts establishing negligence to determine liability.
Colorado law generally allows contracting parties to enter into indemnity agreements; they are "subject to the same rules of construction that govern" general contract interpretation.19 "Hence [an indemnity agreement] should be enforced according to the plain and generally accepted meaning of its language and interpreted in its entirety to give effect to all of its provisions so that none are rendered meaningless."20 They should generally be construed to effectuate rather than defeat the parties' intentions.21 Any ambiguities in the language of the provision will be resolved against the party seeking indemnity.22
The contract at issue, the Master Service Agreement, contains reciprocal indemnification provisions. It states, in relevant part:
In Section 5.1(a), "Company Group" is defined as "[Inflection], its parent, affiliate, and subsidiary entities, its and their joint venturers, joint interest owners, partners, co-owners, co-lessees, contractors and subcontractor of any tier (other than Contractor and its subcontrators) and the respective directors, officers, agents, representatives, employees and invitees of all the foregoing."24 In Section 5.1(b), "Contractor Group" is defined as " , 's parent, affiliate, and subsidiary entities, and subcontractors of any tier, and...
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