H.W. GAY ENTER. v. JOHN HALL ELEC

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Docket Number

Case No. 4D00-4363

Attorney(S)

Dena R. Taub of Taub Taub, P.A., Boca Raton, for appellant. Adam C. Linkhorst of Leiby, Taylor, Stearns, Linkhorst and Roberts, P.A., Fort Lauderdale, for appellee.

Judges

Robert M. Gross

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Smart Summary

Factual and Procedural Background

H.W. Gay Enterprises, Inc. (appellant) appealed a final judgment confirming an arbitration award against it in favor of John Hall Electrical Contracting, Inc. (appellee). The dispute arose from a project in Aventura for which Hall submitted a winning bid and received a written agreement from Gay. John Hall signed the contract on behalf of his company and returned it to Herb Gay, president of the appellant. Although Gay filled in blanks on the contract, he never signed it. Despite the lack of Gay's signature, Hall and Gay attempted to comply with the contract terms, and Hall was paid accordingly. The trial court found that the parties agreed to be bound by the written but unsigned agreement containing an arbitration clause and confirmed the arbitration award.

Legal Issues Presented

Whether the parties agreed to be bound by an arbitration clause contained in a written contract that was signed by only one party.
Whether enforcement of the arbitration agreement without both parties’ signatures violates section 682.02, Florida Statutes (2000).

Arguments of the Parties

The opinion does not contain a detailed account of the parties' legal arguments.

Table of Precedents Cited

No precedents were cited in the provided opinion.

Court's Reasoning and Analysis

The court analyzed the parties’ assent to the arbitration clause based on their words and conduct rather than formal signatures. It emphasized that section 682.02, Florida Statutes (2000), requires only that an arbitration clause be in writing but does not mandate that both parties sign it. This contrasts with the statute of frauds, section 725.01, Florida Statutes (2000), which requires certain agreements to be in writing and signed by the party to be charged. The court reasoned that the signature’s purpose is to evidence intent to be bound, and here, the parties demonstrated such intent through their actions, including performance and payment under the contract. Consequently, the trial court properly enforced the arbitration agreement despite the absence of Gay’s signature.

Holding and Implications

Affirmed.

The court affirmed the final judgment confirming the arbitration award, holding that the parties were bound by the arbitration clause in the written contract despite the absence of a signature from one party. The decision directly affects the parties by upholding the arbitration award and does not establish new precedent beyond clarifying the application of Florida’s arbitration statute regarding signatures.

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H.W. GAY ENTERPRISES, INC., Appellant, v. JOHN HALL ELECTRICAL CONTRACTING, INC., Appellee.

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.