Wyoming Law bests Texas Law

Under Wyoming law, an indemnity agreement related to an oil-field injury could not be enforced; under Texas law, it could be. Applying the Restatement’s choice-of-law framework, the Fifth Circuit concluded:

1. More significant relationship. “The section 188 contacts rack up points for Wyoming. Cannon started negotiations by contacting KLX’s Wyoming office, and the parties executed the agreements in Wyoming and West Virginia. These place-of-negotiation-and-contracting contacts favor Wyoming and overwhelmingly disfavor Texas. … The only debatable section 188 contact is the principal place of business. Cannon leans on this contact, arguing that it favors Texas because the agreement was drafted by a Texas-based company. But although KLX’s principal place of business is in Texas, its Texas presence is negated by Cannon’s Wyoming domicile.”
2. Materially greater interest. “Wyoming’s interest in promoting worker safety in its oilfields is at its zenith on these facts. The underlying state court proceeding—in which a Wyoming resident was injured in Wyoming by the alleged negligence of a Wyoming oil company—implicates Wyoming’s policy with precision. Enforcing the indemnity provision would discourage what Wyoming hopes to encourage Cannon’s taking steps to avoid injuries in its oilfield operations. On the other side of the scale, Texas’s interest in this dispute is more attenuated. Its interest in enforcing the contract of one of its businesses is lessened when the contract was not negotiated, drafted, or performed within its borders.”
3. Fundamental policy. “Wyoming’s ban on oilfield indemnification is codified and voids any such agreement as being ‘against public policy.’ … Because Wyoming “has taken the unusual step of stating [the policy] explicitly” in a statute, and “will refuse to enforce an agreement” contrary to the policy even when other states connected to the agreement would enforce it, the anti-indemnity policy is a fundamental one.” (citations omitted).

Cannon Oil & Gas Servcs., Inc. v. KLX Energy Services, L.L.C, No. 21-20115 (Dec. 10, 2021).