Introduction

For over three decades, Louisiana’s R.S. 9:2779 has stood as a bulwark against out-of-state forum selection and choice-of-law clauses in construction contracts involving Louisiana-domiciled parties and Louisiana projects.[1] The statute declares such provisions null and void as contrary to Louisiana public policy.[2] [3] Despite its longevity, the statute has always lacked one critical feature: a definition of “construction contract.” That gap left room for litigation over the statute’s scope—particularly in disputes touching Louisiana’s oil and gas and petrochemical sectors. Act 132 of the 2026 Regular Session, originating as House Bill 170 by Representative Riser and Senator Cathey, closes that gap while simultaneously narrowing the statute’s reach in important ways.

This article examines the key changes effected by Act 132, their practical significance for construction industry participants, and what the amendment signals about the legislature’s continuing effort to harmonize Louisiana’s suite of construction-contract statutes.

What R.S. 9:2779 Does (and Has Always Done)

Before examining the changes, it is worth restating what La. R.S. 9:2779 accomplishes. The statute targets construction contracts, subcontracts, and purchase orders for public and private works projects when at least one party is domiciled in Louisiana and the work or materials involve construction projects in the state.[4] Where those conditions are met, the legislature has declared that any provision requiring disputes to be resolved in a forum outside Louisiana, or requiring interpretation of the agreement under the laws of another jurisdiction, is null, void, and—now—unenforceable as against public policy.

The statute has applied to contracts entered into on or after September 6, 1991, and it expressly does not apply to negotiated labor contracts.[5] [6]

The Key Changes Under Act 132

A Statutory Definition of “Construction Contract”

The most significant structural addition is new Subsection A(1), which, for the first time, provides a statutory definition of “construction contract” for purposes of this Chapter. Under Act 132, a “construction contract” means “any agreement for the design, construction, alteration, renovation, repair, or maintenance of a building, structure, highway, road, bridge, water line, sewer line, oil line, gas line, appurtenance, or other improvement to real property, or repair or maintenance of a highway, road, or bridge, including any moving, demolition, or excavation.”[7]

This is a broad definition that sweeps in virtually all conventional construction activity—vertical construction, horizontal construction, infrastructure, and utility work. The inclusion of “oil line” and “gas line” is notable and will be discussed further below in connection with the exclusions.

Categorical Exclusions from the Definition

New Subsection A(2) carves out four categories of work that do not constitute a “construction contract” for purposes of La. R.S. 9:2779, even if they might otherwise fall within the general definition.[8] Those exclusions are:

First, any dirt or gravel road used to access oil and gas wells and associated facilities.[9] This exclusion removes from the statute’s protections what are typically lease roads or well-site access roads—work frequently performed under master service agreements governed by another state’s law.

Second, oil flow lines or gas gathering lines used in association with the transportation of production from oil and gas wells, from the point that oil and gas becomes commingled for transportation to oil storage facilities or gas transmission lines.[10] This is a precise, operationally defined exclusion that draws the line at the commingling point—a concept familiar to those who work in upstream production.

Third, any deed, lease, easement, license, or other instrument granting an interest in or the right to possess property, even if the instrument includes the right to design, construct, alter, renovate, repair, or maintain improvements on such real property.[11] This exclusion recognizes that real-property instruments are fundamentally different from construction contracts even where they authorize or contemplate construction activity.

Fourth, upstream, midstream, or downstream oil, gas, chemical, petrochemical, or fuel manufacturing facilities or infrastructure, including refineries, processing plants, terminals, or associated appurtenant structures and facilities.[12] This is the broadest exclusion and the one with the most far-reaching consequences. It effectively removes the entire petrochemical and refinery construction sector—a massive portion of Louisiana’s industrial construction market—from the protections of La. R.S. 9:2779.

Additional Substantive and Technical Changes

Beyond the definitional framework, Act 132 makes several other changes to the statute’s operative language. The legislature added the word “unenforceable” to what was previously only a declaration that offending provisions are “null and void.”[13] While one might argue that “null and void” already implies unenforceability, the addition of “unenforceable” removes any ambiguity and brings the language into conformity with modern statutory drafting.

Act 132 also adds a remedial clause to Subsection C(1), providing that rather than being resolved in an out-of-state forum, “such actions or proceedings may be pursued in accordance with the Louisiana Code of Civil Procedure or other laws of this state governing similar actions.”[14] This language gives practitioners a clearer basis for asserting Louisiana jurisdiction affirmatively, rather than merely voiding the offending clause and leaving the parties to argue over what fills the vacuum.

Finally, the existing subsections have been relettered to accommodate the new definitional provisions, with former Subsection A becoming Subsection B, former B becoming C, and so forth.[15]

The Connection to the Contractor’s Anti-Indemnity Act (La. R.S. 9:2780.1)

Practitioners familiar with the Contractor’s Anti-Indemnity Act at La. R.S. 9:2780.1 will immediately recognize the definitional language and exclusions added by Act 132. The definition of “construction contract” and the four categorical exclusions closely track—and in many respects appear to be drawn directly from—the corresponding provisions of La. R.S. 9:2780.1.

This borrowing makes sense from a policy standpoint. La. R.S. 9:2780.1 was enacted to prohibit certain indemnity and additional-insured provisions in construction contracts, and it included a detailed definitional framework that itself reflected a legislative compromise between the construction industry and the oil and gas sector. By importing that same framework into R.S. 9:2779, the legislature has harmonized the scope of Louisiana’s two principal construction-contract protective statutes. The practical consequence is that the same contracts that fall outside the anti-indemnity protections of La. R.S. 9:2780.1—principally those in the oil and gas and petrochemical sectors—now also fall outside the forum-selection and choice-of-law protections of La. R.S. 9:2779.

This harmonization provides much-needed clarity for parties drafting and negotiating construction contracts in Louisiana. Under the prior regime, it was conceivable that a petrochemical construction contract might fall outside La. R.S. 9:2780.1’s anti-indemnity protections (due to that statute’s exclusions) but still be subject to La. R.S. 9:2779’s forum-selection restrictions (because that statute had no corresponding exclusions). That asymmetry has now been eliminated.

Practical Implications for the Construction Industry

For General Contractors and Subcontractors in Conventional Construction

For participants in conventional building, highway, and infrastructure construction, Act 132 is largely reinforcing. The new statutory definition confirms that their contracts are covered, and the addition of “unenforceable” and the remedial language in Subsection C(1) strengthens the protections they already enjoyed.[16] General contractors and subcontractors working on buildings, roads, bridges, water and sewer lines, and similar projects can continue to rely on La. R.S. 9:2779 to invalidate out-of-state forum-selection and choice-of-law clauses.

For Contractors in the Oil, Gas, and Petrochemical Sector

The impact is very different for contractors performing work on upstream, midstream, or downstream oil, gas, chemical, petrochemical, or fuel manufacturing facilities.[17] These contractors will now find that La. R.S. 9:2779 offers them no protection against out-of-state forum-selection or choice-of-law clauses. If a Texas-headquartered operator insists that its turnaround contract for a Louisiana refinery be governed by Texas law with disputes resolved in Harris County, the Louisiana contractor can no longer point to La. R.S. 9:2779 as a shield.

This is a significant shift. Contractors in this space should carefully review their master service agreements and project-specific contracts to understand which state’s law will govern and where disputes will be litigated or arbitrated. Contract negotiation—not statutory protection—will be the primary mechanism for securing favorable forum and choice-of-law terms.

For Owners and Operators

Owners and operators in the excluded sectors gain flexibility. They can now structure their Louisiana construction contracts with forum-selection and choice-of-law provisions that conform to their enterprise-wide contracting practices without running afoul of La. R.S. 9:2779.[18] This is particularly significant for national and multinational operators who prefer to centralize dispute resolution in a single jurisdiction.

For Lawyers Drafting and Reviewing Contracts

Practitioners should note several action items. First, every construction contract should now be analyzed against the new definitional framework to determine whether it falls within or outside the statute’s coverage. Second, contracts for work that falls within the exclusions should be drafted with the understanding that forum-selection and choice-of-law clauses will be enforceable—meaning that the choice of forum and governing law becomes a fully negotiable commercial term rather than a legally constrained one. Third, the harmonization with La. R.S. 9:2780.1 means that a single scoping analysis can now determine coverage under both statutes, simplifying the compliance assessment.

Conclusion

Act 132 represents a significant maturation of Louisiana’s construction-contract statutory framework. By adding a definition of “construction contract” to La. R.S. 9:2779—one that mirrors the framework already established in the Contractor’s Anti-Indemnity Act—the legislature has brought coherence and predictability to a statute that had operated for over thirty years without a clear definitional boundary.[19] [20] The trade-off is real: contractors in the oil, gas, and petrochemical sectors lose a statutory protection they may have relied upon, while owners and operators in those sectors gain contracting flexibility. For the conventional construction industry, the statute’s protections remain intact and, if anything, are strengthened by the additional “unenforceable” language and the new remedial clause.[21]

Practitioners advising construction industry clients should familiarize themselves with the new definitional provisions and exclusions promptly, as Act 132 applies to contracts entered into on or after September 6, 1991—meaning the new interpretive framework will be applied retroactively to the statute’s existing temporal reach.[22] [23]

Trippe Hawthorne and Crystal Burkhalter are members of Kean Miller’s Construction team in Baton Rouge, where they advise owners, contractors, subcontractors, developers, and industrial clients on complex construction and commercial matters. Combining deep experience in Louisiana construction law, contract negotiation, risk management, and high-stakes dispute resolution, they help clients navigate evolving legal requirements, manage project risk, and resolve challenges across industrial, commercial, public, and energy-related construction projects.

[1] ACT No. 132 provides:

Section 1. R.S. 9:2779 is hereby amended and reenacted to read as follows:

§2779. Construction contracts, subcontracts, and purchase orders; certain provisions invalid.

A.(1) For purposes of this Chapter, “construction contract” means any agreement for the design, construction, alteration, renovation, repair, or maintenance of a building, structure, highway, road, bridge, water line, sewer line, oil line, gas line, appurtenance, or other improvement to real property, or repair or maintenance of a highway, road, or bridge, including any moving, demolition, or excavation.

(ACT No.132.pdf, p. 1).

[2] ACT No. 132 provides:

B. The legislature finds that, with respect to construction contracts, subcontracts, and purchase orders for public and private works projects, when one of the parties is domiciled in Louisiana, and the work to be done and the equipment and materials to be supplied involve construction projects in this state, any provision in such agreements requiring disputes to be resolved in a forum outside of this state or requiring their interpretation to be governed by the laws of another jurisdiction are inequitable and against the public policy of this state.

(ACT No.132.pdf, p. 2).

[3] ACT No. 132 provides:

C. The legislature hereby declares null, and void, and unenforceable as against public policy any provision in a contract, subcontract, or purchase order, as described in Subsection B of this Section, which either:

(1) Requires a suit or arbitration proceeding to be brought in a forum or jurisdiction outside of this state; rather, such actions or proceedings may be pursued in accordance with the Louisiana Code of Civil Procedure or other laws of this state governing similar actions.

(2) Requires interpretation of the agreement according to the laws of another jurisdiction.

(ACT No.132.pdf, p. 2).

[4] See footnote 2.

[5] ACT No. 132 provides:

D. The provisions of this Section apply to contracts, subcontracts, and purchase orders, as described in Subsection B of this Section.

E. Notwithstanding any other provisions of law to the contrary, the provisions of this Section do not apply to negotiated labor contracts.

(ACT No.132.pdf, p. 2-3).

[6] ACT No. 132 provides:

Section 2. The provisions of this Act apply to contracts, subcontracts, and purchase 4 orders entered into on or after September 6, 1991.

(ACT No.132.pdf, p. 3).

[7] See footnote 1.

[8] ACT No. 132 provides:

(2) “Construction contract” does not include any design, construction, alteration, renovation, repair, or maintenance of the following:

(a) Any dirt or gravel road used to access oil and gas wells and associated facilities.

(b) Oil flow lines or gas gathering lines used in association with the transportation of production from oil and gas wells from the point that oil and gas becomes comingled for transportation to oil storage facilities or gas transmission lines.

(c) Any deed, lease, easement, license, or other instrument granting an interest in or the right to possess property even if the instrument includes the right to design, construct, alter, renovate, repair, or maintain improvements on such real property.

(d) Upstream, midstream, or downstream oil, gas, chemical, petrochemical, or fuel manufacturing facilities or infrastructure, including refineries, processing plants, terminals, or associated appurtenant structures and facilities.

(ACT No.132.pdf, p. 1-2).

[9] See footnote 8 at (2)(a).

[10] See footnote 8 at (2)(b).

[11] See footnote 8 at (2)(c).

[12] See footnote 8 at (2)(d).

[13] ACT No. 132 provides:

C. The legislature hereby declares null, and void, and unenforceable as against public policy any provision in a contract, subcontract, or purchase order, as described in Subsection B of this Section, which either:

(1) Requires a suit or arbitration proceeding to be brought in a forum or jurisdiction outside of this state; rather, such actions or proceedings may be pursued in accordance with the Louisiana Code of Civil Procedure or other laws of this state governing similar actions.

(2) Requires interpretation of the agreement according to the laws of another jurisdiction.

(ACT No.132.pdf, p. 2).

[14] ACT No. 132 provides:

C. The legislature hereby declares null, and void, and unenforceable as against public policy any provision in a contract, subcontract, or purchase order, as described in Subsection B of this Section, which either:

(1) Requires a suit or arbitration proceeding to be brought in a forum or jurisdiction outside of this state; rather, such actions or proceedings may be pursued in accordance with the Louisiana Code of Civil Procedure or other laws of this state governing similar actions.

(2) Requires interpretation of the agreement according to the laws of another jurisdiction. (ACT 132.pdf, p. 2).

[15] See ACT No. 132 at pdf p. 2.

[16] See footnote 3.

[17] See footnote 8 at (2)(d).

[18] ACT No. 132 provides:

C. The legislature hereby declares null, and void, and unenforceable as against public policy any provision in a contract, subcontract, or purchase order, as described in Subsection B of this Section, which either:

(1) Requires a suit or arbitration proceeding to be brought in a forum or jurisdiction outside of this state; rather, such actions or proceedings may be pursued in accordance with the Louisiana Code of Civil Procedure or other laws of this state governing similar actions.

(2) Requires interpretation of the agreement according to the laws of another jurisdiction.

(ACT No.132.pdf, p. 2).

[19] See footnote 2.

[20] See footnote 1.

[21] ACT No. 132 provides:

C. The legislature hereby declares null, and void, and unenforceable as against public policy any provision in a contract, subcontract, or purchase order, as described in Subsection B of this Section, which either:

(1) Requires a suit or arbitration proceeding to be brought in a forum or jurisdiction outside of this state; rather, such actions or proceedings may be pursued in accordance with the Louisiana Code of Civil Procedure or other laws of this state governing similar actions.

(2) Requires interpretation of the agreement according to the laws of another jurisdiction.

(ACT No.132.pdf, p. 2).

[22] ACT No. 132 provides:

D. The provisions of this Section apply to contracts, subcontracts, and purchase orders, as described in Subsection B of this Section.

E. Notwithstanding any other provisions of law to the contrary, the provisions of this Section do not apply to negotiated labor contracts.

(ACT No.132.pdf, p. 2-3).

[23] ACT No. 132 provides:

Section 2. The provisions of this Act apply to contracts, subcontracts, and purchase 4 orders entered into on or after September 6, 1991.

(ACT 132.pdf, p. 3).