Legal Update: Signed, Sealed, Indemnified: Subcontractor’s Defense Falls Flat
Authors: Jonathan S. Forester and Olivia D. Maynard
LBH LLC v. V1Fiber LLC, No. 2:23-CV-00436, 2025 WL 2525056 (W.D. La. Sept. 2, 2025).
In LBH LLC v. V1Fiber LLC, the Western District Court of Louisiana was faced with whether the defense and indemnity provisions of a contract were null and void under the Louisiana Anti-Indemnity Act.
LBH, LLC (“LBH”) is a broadband internet provider serving rural areas. LBH hired V1 as the general contractor to build fiber optic networks in DeRidder and Leesville, Louisiana (“the Project”). When LBH became dissatisfied with V1’s work pace, they terminated the contract and sued V1 for breach of contract, claiming V1 failed to perform work properly and on time. V1 responded by filing a Third-Party Demand to include all of its subcontractors, including HMC Construction, LLC (“HMC”). In its Third-Party Demand, V1 argued that these subcontractors should defend and indemnify V1 in the instant suit, based on the provisions contained within the Master Service Agreements (“MSA”).
HMC filed a motion to dismiss, claiming that Louisiana’s Anti-Indemnity Act (“AIA”) makes their defense and indemnity provisions in the MSA invalid. HMC argued that V1 was trying to make HMC pay for V1’s own negligence – – not HMC’s – – which is prohibited under the AIA based on some jurisprudence.
V1 however argued that it was not seeking indemnity for its own negligence but only for the negligence or deficient work performed by HMC; as the MSA requires HMC to defend, indemnify, and hold harmless V1 from claims arising from HMC’s acts, omissions, errors, or breaches of contract. V1 also argued that HMC was obligated to name V1 as an additional insured on its insurance policy. In response, HMC argued that the MSA required it to provide insurance for V1’s negligence, but V1 contended that the MSA improperly required insurance for HMC’s negligence, not V1’s.
Reviewing these arguments, the court noted that, if the defense and indemnity provision were to force HMC to defend and indemnity V1 for V1’s own negligence, the provision would be void under the AIA. But this was not the case here, as V1’s Third-Party Demand explicitly stated that it is not seeking protection for its own negligence, but only for HMC’s negligence. Consequently, the court denied HMC’s motion to dismiss on these grounds, holding that the third party demand was not invalid as it only sought defense and indemnity for HMC’s negligence.
The takeaway is that even if a defense and indemnity provision is facially invalid under the Anti-Indemnity Act (as interpreted by certain courts), it may still be enforceable so long as the demand for indemnity (e.g., through a Petition, a third party demand, or otherwise) requests indemnification only for the indemnitor’s own negligence – – not the indemnitee’s negligence. Thus, drafting a proper claim is paramount for maintaining rights to contractual defense and indemnification.
