EXPRO AMERICAS, LLC, Appellant v. SANGUINE GAS EXPLORATION, LLC, Appellee, 351 S.W.3d 915

Summary

The contractor's employee performed services at the well-site. The company man signed the job ticket presented by the employee that contained an indemnity provision on the back. After a fatal accident at the well-site, the contractor demanded indemnity and the gas company denied its request. The issue in the action for breach of contract was whether the company man had authority to sign the indemnity provision on behalf of the gas company. Because execution of indemnity agreements was not a facet of his responsibilities, the summary judgment evidence did not establish that he had actual implied authority to make major risk-allocation decisions for the gas company. The trial court erred by granting the gas company summary judgment on the issue of whether the indemnity provision violated the conspicuousness element of the fair-notice requirement. The court of appeals held that the indemnity provision would attract the attention of a reasonable person.