WOOD-HOPKINS CONTRACTING COMPANY, A CORPORATION, APPELLANT,
v.
C. H. BARCO CONTRACTING COMPANY, INC., A CORPORATION, APPELLEE
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Wood-Hopkins Contracting Company contracted with the City of Gainesville and subcontracted excavation and paving work to C. H. Barco Contracting Company using an AIA form referencing arbitration procedures. When the subcontract's arbitration clause referenced general conditions that contained no arbitration provisions, the court reversed the lower court's finding that arbitration was mandatory, holding that the parties had not clearly agreed to arbitrate.
The court held that the arbitration clause was not sufficiently definite to constitute a binding agreement to arbitrate because it referenced arbitration conditions in a general contract that was silent on arbitration, and therefore the parties had not clearly agreed to arbitrate their disputes.
[1] A contract provision for arbitration must be definite enough to inform parties of the matters to be arbitrated and the procedures for arbitration.
[2] Ambiguous provisions in a contract concerning arbitration will be construed against the arbitration of disputes arising from the contract or its performance.
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Join FLexlaw to unlock all legal intelligence“Provisions in a contract providing for arbitration must be definite enough so that the parties at least have some idea as to what particular matters are to be submitted to arbitration and set forth some procedures by which arbitration is to be effected.”
Establishes the legal standard that arbitration clauses must be sufficiently definite and clear to be enforceable
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Join FLexlaw to unlock all legal intelligenceWood-Hopkins entered into a contract with the City of Gainesville for site development work and subcontracted excavation, filling, grading, and paving…
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SPECTOR, Judge.
Appellant entered into a contract with the City of Gainesville for site development at its municipal generating station. Appellant then subcontracted to appellee the excavation, filling, grading and paving portions of the contract. The subcontract was written on an American Institute of Architects form which provided:
“ . . . that the contractor would give the sub-contractor an opportunity to be present and submit evidence in any arbitration involving his rights, would name as arbitrator under arbitration proceeding as provided in the general conditions the person nominated by the subcontractor, and that in the matter of arbitration, the parties’ rights and obligations and all procedure would be analogous to those set forth in the sub-contract.”
This form is ordinarily used with an A. I. A. General Contract form containing arbitration procedures. However, in the instant case, the city prepared its own general contract and general conditions which made no provisions for arbitration.
Appellant sued appellee for failure to complete its subcontract and for overpayment by appellant to appellee for the paving work. The lower court entered a final judgment in favor of appellee-defendant, finding that arbitration was mandatory and the parties’ exclusive remedy. The sole question before this court is the correctness of that finding.
Provisions in a contract providing for arbitration must be definite enough so that the parties at least have some idea as to what particular matters are to be submitted to arbitration and set forth some procedures by which arbitration is to be effected. G & N Construction Co. v. Kirpatovsky, 181 So. 2d 664 (Fla.App.1966).
It is also the rule of law in Florida that ambiguous provisions dealing with arbitration will be construed against arbitrating disputes arising out of a contract or its performance. Duval County v. Charleston Engineering & Contracting Co., 101 Fla. 341, 134 So. 509 (1931).
In the instant case, it can hardly be said that the parties to the contract agreed to arbitrate since the only mention of arbitration states that the subcontractor can submit evidence in any arbitration proceeding under conditions set forth in the general contract, and the general contract is silent on the subject of arbitration.
Accordingly, the judgment appealed herein is reversed.
RAWLS, C. J., and JOHNSON, J., concur.
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Terminix Int'l Co., LP v. Ponzio, 693 So. 2d 104 (Fla. 5th DCA 1997)…derable doubt as to whether the personal injury claim came within the arbitration clause. Ambiguous provisions of a contract for arbitration will be construed against arbitrating a dispute. Wood-Hopkins Contracting Co. v. C.H. Barco Contracting Co., 301 So. 2d 479, 480 (Fla. 1st DCA 1974). The personal injury claim did not relate to interpretation, performance or breach of any provision of the agreement. Those matters relating to the performance of the contract would be reasonably construed as matters concern…
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Pacemaker Corp. v. Euster, 357 So. 2d 208 (Fla. 3d DCA 1978)…were made subsequent to the agreement, as provided for therein. Arbitration should be only of those controversies or disputes which the parties have agreed to submit to arbitration. Wood-Hopkins Contracting Co. v. C. H. Barco Contracting Co., Inc., 301 So. 2d 479 (Fla. 1st DCA 1974); Frank J. Rooney, Inc. v. Charles W. Ackerman of Fla., 219 So. 2d 110 (Fla.3d DCA 1960). The motion of the defendant for the arbitration to be restricted to that which was expressly contracted for should have been granted, and t…
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Terminix Int'l Co., L.P. v. Horst Michaels and Renate Michaels, 668 So. 2d 1013 (Fla. 4th DCA 1996)…derable doubt as to whether the personal injury claim came within the arbitration clause. Ambiguous provisions of a contract for arbitration will be construed against arbitrating a dispute. Wood-Hopkins Contracting Co. v. C.H. Barco Contracting Co., 301 So. 2d 479, 480 (Fla. 1st DCA 1974). The personal injury claim did not relate to interpretation, performance or breach of any provision of the agreement. Those matters relating to the performance of the contract would be reasonably construed as matters concern…
Previewing 3 of 8 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Duval Cnty. v. Charleston Eng'g & Contracting Co., 101 Fla. 341 (Fla. 1931)
- G & N Constr. Co. v. Sergi V. Kirpatovsky and Nona J. Kirpatovsky, 181 So. 2d 664 (Fla. 3d DCA 1966)