LDF Construction, Inc. v. Texas Friends of Chabad Lubavitch, Inc. D/B/A Chabad Lubavitch Center of Houston, 459 S.W.3d 720

LDF Construction, Inc. sued Chabad Lubavitch Center for construction defects and related claims arising from a 2006 remodel under a contract valued at $3,185,245.
LDF moved to compel binding arbitration and abate the lawsuit under the Texas General Arbitration Act; the trial court denied the motion after a hearing.
Chabad opposed arbitration, arguing there was no arbitration agreement or that any arbitration clause was not binding.
LDF relied on AIA Document A201-1997 (General Conditions) incorporated by reference into the contract, which contains an arbitration clause, though that document itself was unsigned and not initially attached.
Chabad argued it never signed or was aware of A201-1997 and that its arbitration clause was not conspicuously included in the signed contract.
The appellate issue included whether the time to appeal was timely, with the trial court having extended the appellate timetable based on alleged notice and actual knowledge.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Existence of arbitration agreement by incorporation	LDF: A201-1997, incorporated by reference, contains the arbitration clause and binds Chabad.	Chabad: No signed arbitration clause; did not agree to arbitration.	Yes; a valid agreement to arbitrate exists by incorporation of A201-1997.
Procedural unconscionability defense validity	There is no procedural unconscionability; contract formed by standard form; no concealment.	Arbitration clause was procedurally unconscionable due to lack of sophistication and drafting by LDF.	Procedural unconscionability not proven; arbitration enforcement proper.
Timeliness of LDF's appeal	Notice/actual knowledge date extended the deadline; timely notice under rules.	Appeal period not properly extended; notice untimely.	LDF's notice of appeal was timely; appellee's cross-point overruled.

J.M. Davidson, Inc. v. Webster, 128 S.W.3d 223 (Tex. 2003) (burden shifting when arbitration clause present)
In re D. Wilson Constr. Co., 196 S.W.3d 774 (Tex. 2006) (incorporation of arbitration clause via reference permissible)
Teal Constr. v. Darren Casey Interests, Inc., 46 S.W.3d 417 (Tex. App.—Austin 2001) (incorporation of arbitration clause through referenced document)
D. Wilson Constr. Co., 196 S.W.3d 777 (Tex. 2006) (arbitration clause in incorporated document enforceable)
In re Raymond James & Assocs., Inc., 196 S.W.3d 311 (Tex. App.—Houston [1st Dist.] 2006) (incorporation concepts for arbitration clauses)
In re FirstMerit Bank, N.A., 52 S.W.3d 749 (Tex. 2001) (unconscionability and arbitration framework)
Lyon Fin. Servs., Inc. v. Westergren, 257 S.W.3d 228 (Tex. 2008) (read-and-know presumption in contracts including incorporated terms)
Indem. Ins. Co. of N. Am. v. W.L. Macatee & Sons, 101 S.W.2d 553 (Tex. 1937) (old rule recognizing enforceability of arbitration provisions)
In re Lyon Fin. Servs., Inc., 257 S.W.3d 232 (Tex. 2008) (presumption of knowledge of incorporated terms)
Raymond James & Assocs., Inc., 196 S.W.3d 318 (Tex. App.—Houston [1st Dist.] 2006) (incorporation of separate arbitration agreement accepted)