H.W. GAY ENTERPRISES, INC., APPELLANT,
v.
JOHN HALL ELECTRICAL CONTRACTING, INC., APPELLEE
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The parties' words and conduct demonstrated their agreement to be bound by the arbitration clause in the written, though unsigned, contract.
[1] Parties may agree to be bound by a written contract, including an arbitration clause, through their words and conduct, even if the contract is not signed by all parties.
[2] An arbitration clause in a written contract is enforceable if the parties demonstrate assent to its terms through their course of dealing.
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Join FLexlaw to unlock all legal intelligenceHall Electrical Contracting submitted a bid and received a written contract from H.W. Gay Enterprises. Hall signed the contract, but Gay filled in bla…
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GROSS, J.
H.W. Gay Enterprises, Inc., appeals a final judgment confirming an arbitration award against it in favor of appellee, John Hall Electrical Contracting, Inc. We affirm, holding that the parties agreed by their words and conduct to an arbitration clause in a written contract.
At an evidentiary hearing, Hall’s evidence was that it submitted a winning bid for work on a project in Aventura. From Gay, Hall received a written agreement. John Hall signed the contract on behalf of his company and returned it to Herb Gay, president of appellant. Gay filled in blanks on the contract, but never signed it. Hall testified that he and Gay did their best to comply with the terms of the agreement. Hall was paid in accordance with the unsigned contract. The evidence of such a course of dealing supports the trial court’s finding that the parties “agreed to be bound to the written but unsigned agreement containing an arbitration clause.”
The trial court’s enforcement of the arbitration agreement in the written contract did not violate section 682.02, Florida Statutes (2000), which provides that
[t]wo or more parties may agree in writing to submit to arbitration any controversy existing between them at the time of the agreement, or they may include in a written contract a provision for the settlement by arbitration of any controversy thereafter arising between them relating to such contract or the failure or refusal to perform the whole or any part thereof.
The provision requires only that an arbitration clause be in writing, not that both parties sign it. Section 682.02 is unlike the statute of frauds, section 725.01, Florida Statutes (2000), which requires that certain agreements or promises, or “some note or memorandum thereof,” be “in writing and signed by the party to be charged therewith.” (Italics supplied). One purpose of a signature on a contract is to evidence the signer’s intent to be bound by its terms. Here, the parties’ assent to the terms of the written contract was established by their words and conduct.
AFFIRMED.
POLEN, C.J., and WARNER, J., concur.
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Santos v. Gen. Dynamics Aviation Servs. Corp., 984 So. 2d 658 (Fla. 4th DCA 2008)…Caley v. Gulfstream Aerospace Corp., 428 F. 3d 1359, 1369 (11th Cir.2005)). Moreover, the Florida Arbitration Code does not require an arbitration agreement to be signed to be enforceable. H.W. Gay Enters., Inc. v. John Hall Elec. Contracting, Inc., 792 So. 2d 580, 581 (Fla. 4th DCA 2001). But there must be sufficient proof that the parties agreed to arbitrate. BDO Seidman, 970 So. 2d at 874 (citing Neiman v. Backer, 167 A.D.2d 403, 404, 561 N.Y.S.2d 811 (N.Y.App.Div.1990)). [*661] Thus, in the present case,…
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Fi-Evergreen Woods, LLC v. Robinson, 135 So. 3d 331 (Fla. 5th DCA 2013)…s, section 725.01, Florida Statutes (2011), the Florida Arbitration Act, section 682.02, Florida Statutes (2012), does not require the party to be charged to sign an arbitration agreement. H.W. Gay Enters., Inc. v. John Hall Elec. Contracting, Inc., 792 So. 2d 580, 581 (Fla. 4th DCA 2001) (holding that by their words and conduct, the parties assented to the terms of the contract — an arbitration clause — which did not require a signature). The lower court’s determination — the agreement was wholly unenforceab…
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Shai Morali v. Mayan, 377 So. 3d 1182 (Fla. 4th DCA 2024)…hould “look to a party’s words and conduct to determine whether the party assented to the agreement.” Fi-Evergreen Woods, LLC v. Robinson, 135 So. 3d 331, 336 (Fla. 5th DCA 2013) (citing H.W. Gay Enters., Inc. v. John Hall Elec. Contracting, Inc., 792 So. 2d 580, 581 (Fla. 4th DCA 2001)). The amended complaint alleges that after receiving Appellant’s version of the purchase agreement, Man Holdings wired $100,000.00 to an escrow agent in accordance with the terms of the parties’ agreement. A reasonable inf…