govinfo:USCOURTS-laed-2_25-cv-00552-1

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UNITED STATES DISTRICT COURT 
EASTERN DISTRICT OF LOUISIANA 
CANTIUM, LLC CIVIL ACTION 
VERSUS NO. 25-552 
WALKER MARINE GEOPHYSICAL 
COMPANY, LLC, ET AL 
 SECTION “B” (3) 
ORDER AND REASONS 
Before the Court are defendant GTC, Inc.’s (“GTC”) Motion to Stay Under the Federal 
Arbitration Act (Rec. Doc. 31), Cantium, LLC’s (“Cantium”) Opposition (Rec. Doc. 41), GTC’s 
Reply in Support (Rec. Doc. 44), the Joint and Unopposed Consent Motion to Vacate Trial Date, 
Scheduling Order, and Set Status Conference (Rec. Doc. 65), and the Joint and Unopposed 
Consent Motion for Expedited Consideration of Rec. Doc. 65 (Rec. Doc. 66) . For the following 
reasons, 
IT IS ORDERED that GTC’s Motion to Stay under the Federal Arbitration Act (Rec. Doc. 
31) be GRANTED, and IT IS HEREBY ORDERED that the above-captioned case is STAYED, 
and for statistical purposes only, ADMINISTRATIVELY CLOSED without prejudice to the 
parties’ rights to reopen the case after the conclusion of arbitration proceedings or once the stay is 
lifted or otherwise modified giving the parties permission to proceed with litigation, provided good 
cause is shown in motion to reopen. 
Subject to a showing of good cause, IT IS FURTHER ORDERED that no later than thirty 
(30) days after the conclusion of arbitration, the parties shall file either a motion to reopen 
plaintiff’s claims against defendants and set a preliminary conference, or a joint motion to 
voluntarily dismiss all claims against d efendants. FAILURE TO TIMELY COMPLY WITH 
THIS ORDER MAY LEAD TO SANCTIONS, INCLUDING DISMISSAL OF PETITION 
OR DEFENSES, WITHOUT FURTHER NOTICE. See Fed. R. Civ. P. 41(b). 

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IT IS FURTHER ORDERED that the Joint and Unopposed Consent Motion for 
Expedited Consideration of Rec. Doc. 65 (Rec. Doc. 66) be GRANTED, and the Joint and 
Unopposed Consent Motion to Vacate Trial Date, Scheduling Order, and Set Status Conference 
(Rec. Doc. 65) be GRANTED in part and DENIED in part. Given the Court’s order to STAY and 
ADMINISTRATIVELY CLOSE the above -captioned matter, the pending pretrial and trial 
deadlines in this case are VACATED. However, the request for a status conference is DENIED, 
and may be reurged for good cause following the parties’ completion of arbitration. 
I. FACTUAL BACKGROUND AND PROCEDURAL HISTORY 
Cantium is a Louisiana -based oil and gas company that “is in the business of the 
exploration, development, and sale of oil and natural gas in the Louisiana and federal offshore 
waters.” Rec. Doc. 1 at 4. On March 10, 2023, Cantium entered into an agreement with Walker 
Marine–a marine seismic survey company–whereby Walker Marine would provide marine seismic 
surveying services, personnel, and equipment to Cantium (“Cantium-Walker Marine Agreement”). 
Id. On July 19, 2023, Walker Marine and GTC entered into the Master Equipment Rental 
Agreement (“Master Agreement”), pursuant to which Walker Marine would rent marine seismic 
survey equipment from GTC, with specific rental transactions documented in separate addendums 
to the Master Agreement. Rec. Doc. 1 -3 at 1. The Master Agreement includes an arbitration 
provision, which states that “[a]ll disputes arising out of or in connection with this Agreement shall 
be finally settled under the Rules of Arbitration of the International Court of Arbitration (ICC).” 
Id. at 10. Cantium did not sign the Master Agreement. 
On August 3, 2023, Cantium, Walker Marine, and GTC entered into an agreement, titled 
“Addendum to Master Equipment Rental Agreement” (“Addendum”). Rec. Doc. 1- 2. The 
Addendum provides “additional terms and conditions” concerning the rental of survey equipment, 
and further states that in the event of Walker Marine’s failure to fulfill its obligations under the 

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Master Agreement, Cantium (as Walker Marine’s client), had “the right, not the obligation, to 
assume all [Walker Marine’s] interest under the Master Agreement and this Addendum” if it 
provided GTC with thirty (30) days’ notice. Id. at 3. On October 8, 2024, Cantium, Walker Marine, 
and GTC entered into a separate agreement, titled “Amendment No. 1 to Master Equipment Rental 
Agreement” (“Amendment No. 1”), which likewise included “additional terms and conditions” 
concerning the rental equipment. Rec. Doc. 31 -3 at 2. The Addendum and Amendment No. 1 
clarify that capitalized terms in each agreement would have the meaning ascribed to those same 
terms in the Master Agreement. Rec. Docs. 1 -2 at 1; 31- 3 at 2. Both contracts also refer to the 
Master Agreement multiple times throughout each document , highlighting relevant substantive 
provisions of that initial agreement. 
By October 2, 2024, GTC began providing rental equipment and services under the Master 
Agreement and Addendum. Rec. Doc. 1 at 9. Through December 31, 2024, Cantium paid Walker 
Marine $4,319,675.38 for invoiced services and equipment, a portion of which Walker Marine was 
to pay to GTC. Id. However, Cantium alleges that Walker Marine failed to pay GTC any amounts 
owed to GTC under the Master Agreement and the Addendum. Id . Further, Cantium alleges that 
Walker Marine has failed to comply with its obligations under the Cantium -Walker Marine 
Agreement by providing ineffective or inoperable equipment, failing to communicate important 
details about the survey project, and relying on inadequate personnel to fulfill its obli gations. Id. 
at 9 –11. On January 20, 2025, Cantium formally terminated the Cantium -Walker Marine 
Agreement. Id. at 11. Additionally, in January and February 2025, Cantium began communicating 
with GTC regarding the retrieval of certain equipment that GTC had rented to Walker Marine. Id. 
at 11. Cantium asserts that it never issued notice that it would take over as the “lessee” as it had 
the right, but not the obligation, to do so pursuant to the Addendum . Id. Despite Cantium’s 

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assertion that it never took over as lessee, in February 2025, GTC notified Cantium that [w]e 
believe Cantium has assumed the role of Lessee in the rental addendum and as a result is 
responsible for all invoices rental and serviced covered under the addendum before and after 
January 19, 2025.” Id. at 12. 
On March 3, 2025, Cantium sued Walker Marine and GTC . Against Walker Marine, 
Cantium asserts claims for breach of contract and detrimental reliance. Against GTC, Cantium 
requests declaratory judgment that it did not provide notice to GTC that it would become the lessee 
pursuant to Section 7 of the Addendum. GTC has moved to stay the above -captioned matter , 
arguing that Cantium’s declaratory judgment against it must be arbitrated. Cantium opposes the 
motion to stay because it did not sign the Master Agreement which contains the relevant arbitration 
clause. 
II. LAW AND ANALYSIS 
A. Standard 
 Under Section 3 of the Federal Arbitration Act (“FAA”), a district court must stay a lawsuit 
when a party demonstrates that any issue involved in the lawsuit is “referable to arbitration under 
an agreement in writing for such arbitration.” 9 U.S.C.
 § 3. This provision is mandatory and 
demands that a district court stay legal proceedings “whenever the issues in a case are within the 
reach of an arbitration agreement.” Complaint of Hornbeck Offshore (1984) Corp., 981 F.2d 752, 
754 (5th Cir. 1993). Under these circumstances, a district court “has no discretion under section 3 
to deny the stay.” Id. 
 Generally, “only parties to an arbitration agreement are bound by that agreement.” Cure & 
Assocs., P.C. v. LPL Fin. LLC, 118 F.4th 663, 669 (5th Cir. 2024) (citing 9 U.S.C. § 2). However, 
under the FAA, “traditional principles of state law may allow an arbitration contract to be enforced 
by or against nonparties to the contract through a number of state-contract-law theories, including 

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equitable estoppel.” Crawford Pro. Drugs, Inc. v. CVS Caremark Corp., 748 F.3d 249, 255 (5th 
Cir. 2014). Under both Texas and Louisiana law, there are several state law principles that could 
bind nonparties to arbitration agreement, including: (1) incorporation by reference, (2) assumption, 
(3) agency, (4) veil -piercing/alter ego, (5) estoppel, and (6) third- party beneficiary. Bridas 
S.A.P.I.C. v. Gov’t of Turkmenistan, 345 F.3d 347, 356 (5th Cir. 2003); see also Traders’ Mart, 
Inc. v. AOS, Inc., 268 So.3d 420, 427 (La. App. 2d Cir. 2019) (recognizing same under Louisiana 
law); Jody James Farms, JV v. Altman Grp., Inc ., 547 S.W.3d 624, 634–640 (Tex. 2018) 
(recognizing same under Texas law). 
Importantly, while doubts must be resolved in favor of arbitration, the “federal policy 
favoring arbitration does not apply to the determination of whether there is a valid agreement to 
arbitrate between the parties ” or to “the determination of who is bound” by an arbitration 
agreement. Am. Heritage Life Ins. Co. v. Lang, 321 F.3d 533, X (5th Cir. 2003). 
B. Analysis 
Cantium was not a party to the Master Agreement which contains the arbitration clause. 
Cantium, however, was a party to, and signed, the Addendum and Amendment No. 1 which 
indisputably references the Master Agreement. At issue is whether Cantium must arbitrate its 
declaratory judgment action against GTC despite not signing the Master Agreement. The Court 
holds that it must because the Master Agreement is incorporated by reference in the Addendum 
and Amendment No. 1.
1 Further, because the arbitration clause is valid, enforceable, and covers 
the dispute at issue here, the above-captioned matter must be stayed pending arbitration pursuant 
to the FAA. 
 
1 GTC also argues that Cantium can be bound to the arbitration clause because of the state law doctrines of third-
party beneficiary and direct benefits estoppel. Rec. Doc. 31-1. However, because the Court finds that Cantium is 
bound to the clause because it was incorporated into the Addendum and Amendment No. 1, the Court need not 
consider these additional arguments. 

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1. Incorporation by Reference 
 An unsigned document can be incorporated by reference into a separate, signed, document. 
Russellville Steel Co. v. A&R Excavating, Inc ., 624 So. 2d 11, 13 (La. Ct. App. 1993) This rule 
even allows for the incorporation of arbitration clauses . Id; see also LDF Constr., Inc. v. Texas 
Friends of Chabad Lubavitch, Inc., 459 S.W.3d 720, 728 (Tex. App. 2015) (“A valid agreement 
to arbitrate exists when a signed contract incorporates by reference another document containing 
the arbitration clause.”). This rule “applies even when the document containing the arbitration 
agreement is unsigned.” Id. However, “plainly referring to a document requires more than merely 
mentioning the document.” Bob Montgomery Chevrolet, Inc. v. Dent Zone Companies, 409 S.W.3d 
181, 189 (Tex. App. 2013). That said, if the reference to the other docu ment is “clear and the 
circumstances indicate that the intent of the parties was incorporation,” a document may be 
incorporated “even in the absence of specific language of incorporation.” Al Rushaid v. Nat’l 
Oilwell Varco, Inc., 757 F.3d 416, 420 (5th Cir. 2014). There is likewise no requirement that “the 
signed contract specifically refer to the arbitration clause for the clause to be enforceable.” LDF 
Constr., Inc., 459 S.W.3d at 729. 
Circumstances indicate that the parties intended to incorporate the Master Agreement into 
the Addendum and Amendment No. 1. First, Section 3 of Master Agreement states that each 
addendum to the Master Agreement “shall be governed by the terms and conditions of this 
Agreement[.]” Rec. Doc. 1 -3 at 1. Second, both the Addendum and Amendment No. 1 note the 
provisions contained therein provide only “additional terms and conditions” ; presumably, these 
terms and conditions are additional to those included in the Master Agreement. Third, the 
Addendum and Amendment No. 1 reference the Master Agreement at least ten (10) times each, 
detailing specific sections of the Master Agreeme nt. See Rec. Doc. 1 -2; Rec. Doc. 31- 3. For 

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example, the Addendum notes that capitalized terms in each document will have the meaning as 
the same terms included in the Master Agreement. Rec. Doc. 1 -2 at 1. The Addendum further 
regularly highlights different portions of the Master Agreement related to, for example, force 
majeure, default, payment schedules, and remedies allowed in the event of default –in addition to 
referencing the “terms and conditions” included in the Master Agreement. Id . at 2 –3. These 
multiple references to the Master Agreement st rongly suggest that the parties intended to 
incorporate that document into the Addendum. See Gray & Co. Realtors v. Atl. Hous. Found., Inc., 
228 S.W.3d 431, 436 (Tex. App. 2007) ( holding that trial court correctly concluded that a 
representation agreement implicitly incorporated a contract of sale because the latter document 
was “expressly referenced six times”). The same applies to Amendment No. 1, which likewise 
highlights various sections of the Master Agreement. See Rec. Doc. 31-3. 
Cantium’s contrary arguments are not persuasive. First, Cantium argues that the 
Addendum’s reference to the Master Agreement in its title is insufficient to incorporate that 
document. Rec. Doc. 41 at 7–8. Cantium attacks a strawman. The Addendum and Amendment No. 
1 reference the Master Agreement at least ten (10) times each, inviting the parties to consult the 
different terms included in the Master Agreemen t. See Gray & Co. Realtors , 228 S.W.3d at 436 
(noting that a representation agreement “expressly invite[d]” the parties to that agreement to 
consult the terms of the incorporated contract of sale). Second, Cantium focuses on the Master 
Agreement’s lack of “explicit and all -encompassing language which incorporates the entire 
[Master Agreement].” Rec. Doc. 41 at 8. Such language is unnecessary. Al Rushaid, 757 F.3d at 
420 (noting that a document can be incorporated “ even in the absence of specific language of 
incorporation”). 

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Cantium continues by arguing that “the Addendum expressly limits any incorporation to 
only selected ‘capitalized terms’ in the Master Agreement[.]” Rec. Doc. 41 at 8. But that is not 
correct. As noted, the Addendum and Amendment No. 1 reference several other sections of the 
Master Agreement. For example, the Addendum states that “Lessor elects to terminate this 
Addendum for any un-remedied Event of Default caused by Lessee (to the extent any such remedy 
is allowed pursuant to the Master Agreement or this Addendum).” Rec. Doc. 1-2 at 2. Necessarily, 
the parties contemplated that the remedies included in the Master Agreement would be 
incorporated into the Addendum. There are other such provisions like this. Finally, Cantium 
contends that because the Addendum is silent about arbitration, and mandates that conflicts 
between the Addendum and Master Agreement shall be resolved in the Addendum’s favor, that 
arbitration is not required. Rec. Doc. 41 at 20–21. This argument is not convincing. It is more 
likely that the Addendum’s silence about arbitration confirms, rather than conflicts with, the 
Master Agreement’s arbitration clause. 
2. Validity and Enforceability of the Arbitration Clause 
The court must decide, first, “whether there is a valid agreement to arbitrate,” and second, 
“whether the current dispute falls within the scope of a valid agreement.” Klein v. Nabors Drilling 
USA L.P., 710 F.3d 234, 236 (5th Cir. 2013). The Court has determined that Cantium is bound to 
a valid arbitration agreement. The current dispute also falls within the scope of the arbitration 
clause. The arbitration clause states that “[a]ll disputes arising out of or in connection with this 
Agreement shall be finally s ettled under the Rules of Arbitration of the International Court of 
Arbitration (ICC)…from time to time in force, which Rules are deemed to be incorporated by 
reference into this Agreement.” Rec. Doc. 1 -3 at 10. Because Cantium’s declaratory judgment 
action against GTC is based on the notice requirement in the Addendum, which itself incorporates 

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the Master Agreement, it concerns a “dispute[] arising out of or in connection with this Agreement” 
and must be arbitrated. Rec. Doc. 1 at 15; Rec. Doc. 1-2 at 3.2 
Further, Cantium’s assertion that it is not subject to the Master Agreement’s arbitration 
clause it itself an arbitrable dispute. The Master Agreement indisputably incorporates by reference 
the “Rules of Arbitration of the International Court of Arbitratio n (ICC).” Rec. Doc. 1 -3 at 10. 
And the “express adoption of these rules presents clear and unmistakable evidence that the parties 
agreed to arbitrate arbitrability.” Petrofac, Inc. v. DynMcDermott Petroleum Operations Co., 687 
F.3d 671, 675 (5th Cir. 2012) (citing approvingly Apollo Computer, Inc. v. Berg, 886 F.2d 469, 
473 (1st Cir. 1989), which reached the same result under the similar ICC Rules). ICC Article 7(1) 
provides that “if any party raises one or more pleas concerning the existence, validity, or scope of 
the arbitration agreement…the arbitral tribunal shall decide directly any question of jurisdiction[.]” 
ICC Rules of Arbitration, art. 7(1) (2026). Because of the Master Agreement’s incorporation of 
the ICC Rules, Cantium’s challenge to the arbitrability of the dispute must be arbitrated. 
Finally, because the issues in the above-captioned matter are “referable to arbitration under 
an agreement in writing for such arbitration,” the Court must stay the above -captioned matter. 9 
U.S.C. § 3. The use of the word “shall” in Section 3 of the FAA “creates an obligation impervious 
to judicial discretion.” Smith v. Spizzirri, 601 U.S. 472, 478 (2024) (citing 9 U.S.C. § 3). 
New Orleans, Louisiana, this 1st day of June 2026 
 
 
2 Cantium additionally argues that the Master Agreement’s arbitration clause is unenforceable because under Texas 
and Louisiana law, an arbitration clause will be found to be invalid and unenforceable if “it binds one party to 
arbitrate, while allowing the other to choose whether to arbitrate.” Rec. Doc. 41 at 21. The problem is that the 
Master Agreement’s arbitration clause applies to “all disputes arising out of or in connection with” the Master 
Agreement and does not carve out a forum exception for GTC as opposed to any other party. Cantium refers 
specifically to Section 21 of the Master Agreement, which does not concern forums but instead remedies in the 
event of default. See Rec. Doc. 41 at 21, Rec. Doc. 1-3 at 7. 
________________________________________ 
 SENIOR UNITED STATES DISTRICT JUDGE 

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