A Construction Contract Raises Questions About Enforceability
MAPP, LLC v. Floor & Decor Outlets of Am., Inc., 2026 WL 2265969 (5th Cir. 2026)
When a contract gives one party the power to decide whether a dispute goes to arbitration, courts may question whether the other party truly agreed to that arrangement. In MAPP, LLC v. Floor and Decor Outlets of America, Inc., Floor & Decor hired MAPP, a Louisiana construction company, to build a retail store in Metairie, Louisiana. After Floor & Decor terminated the construction agreement because of schedule delays, MAPP sued for more than $3 million for work it had performed. Floor & Decor then asked the court to force MAPP into arbitration based on a provision in their contract that gave Floor & Decor the “sole discretion” to decide whether a disputed claim would be arbitrated.
The Fifth Circuit affirmed the district court’s decision that the arbitration provision was unenforceable under Louisiana law. The court focused on the fact that the provision was one-sided. Floor & Decor could choose to require arbitration, while MAPP did not have the same right. The contract also allowed the party enforcing arbitration to recover attorney’s fees for bringing a motion to compel arbitration, which further favored Floor & Decor. The court also found that MAPP was in an inferior bargaining position because Floor & Decor was a national retail chain that provided its standard contract after selecting MAPP’s bid, and MAPP had no input in drafting the agreement. Although the arbitration clause itself was clearly written and easy to find, the court concluded that the lack of mutuality and unequal bargaining positions were enough to make the provision a contract of adhesion and thus unenforceable.
For businesses entering construction or other commercial agreements, this case shows that simply having an arbitration clause in a signed contract does not always guarantee that the clause will be enforced.
Companies should pay particular attention to provisions that give one side significantly greater rights than the other, especially when one party drafted the contract and had substantially greater bargaining power.
The decision also highlights the importance of reviewing the entire dispute-resolution process, not just the arbitration provision itself. In this case, the contract required several steps before arbitration, including a project-manager decision followed by negotiation and mediation. The parties’ failure to follow those steps provided an additional reason why arbitration had not been properly triggered.
This post is for informational purposes only and does not constitute legal advice. If you have questions about your specific situation, you should contact a lawyer for assistance. Nothing herein is intended to create any attorney-client relationship between you and DLM LAW.
