Kaye v. MacAri Bldg. & Design, Inc.
967 So. 2d 1112, 2007 WL 3355572 (2007)
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Rule of Law:
A collateral document is incorporated by reference into a contract if the incorporating document expresses a clear and unambiguous intention to be bound by the collateral document's terms. Language stating a document "is hereby made a part of" the contract is sufficient to demonstrate such intent.
Facts:
- Dr. William Kaye and Lisa Kaye entered into a construction contract with Macari Building & Design, Inc.
- The contract signed by the parties explicitly stated that the project's 'plans and specifications' were part of the agreement.
- The plans and specifications contained a section of 'General Notes' printed directly on them.
- One of the General Notes stated: "The American Institute of Architects Documents No. A-201, April 1997 Edition is hereby made a part of these specifications and this contract."
- The AIA Document No. A-201 contained a clause requiring mandatory arbitration for any disputes arising from the contract.
- A dispute subsequently arose between the Kayes and Macari Building & Design regarding the construction project.
Procedural Posture:
- A lawsuit was initiated in a Florida trial court concerning a dispute between the Kayes and Macari Building & Design, Inc.
- The Kayes filed a motion to compel arbitration, asserting that the contract required disputes to be resolved through arbitration, not litigation.
- The trial court denied the Kayes' motion to compel arbitration.
- The Kayes, as Appellants, filed a non-final appeal of the trial court's order to the District Court of Appeal of Florida, Fourth District. Macari Building & Design, Inc. was the Appellee.
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Issue:
Does a contract incorporate by reference a collateral document containing an arbitration clause when the main contract incorporates a set of plans, and those plans contain a note stating the collateral document "is hereby made a part of these specifications and this contract"?
Opinions:
Majority - Chumbley, J.
Yes. A contract properly incorporates a collateral document containing an arbitration clause under these circumstances because the language used demonstrates a clear and unambiguous intent to be bound by that document. The court found that the main contract undisputedly incorporated the plans and specifications. The language in the 'General Notes' on those plans, stating that the AIA Document A-201 "is hereby made a part of these specifications and this contract," constitutes more than a 'mere reference.' Citing its precedent in Kantner v. Boutin, the court reasoned that this active and explicit language unambiguously expresses the parties' intention to be bound by the AIA Document. Therefore, the arbitration clause contained within the AIA Document is an enforceable part of the parties' overall agreement.
Analysis:
This decision reinforces and clarifies the doctrine of incorporation by reference in Florida contract law. It provides a clear example of language—"is hereby made a part of"—that satisfies the requirement of showing an "intention to be bound," distinguishing it from a mere passive reference. The ruling strengthens the enforceability of terms contained in ancillary documents, particularly arbitration clauses, even when they exist in a document twice-removed from the primary signed agreement. This holding serves as a guide for contract drafters on how to properly incorporate external documents and puts parties on notice that they are bound by the contents of all documents expressly made part of their contract, regardless of their location.
