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The arbitration agreement contained in the American Institute of Architects (AIA) Document No. A-201 can be incorporated by reference into architectural contracts by expressing a clear intent to be bound to the document in the plans or contract, and such incorporation binds the parties to arbitrate related contract disputes, according to a state appellate court in Florida.
In Kaye v. Macari Building & Design, Inc., No. 4D07-1165, 2007 WL 3355572 (Fla. Dist. Ct. App. Nov. 14, 2007), the parties signed an architecture contract, which incorporated the project's plans and specifications by reference. The contract also stated that AIA Document No. A-201, containing an agreement to arbitrate disputes, was "made a part of these specifications and this contract." After a dispute arose regarding the contract, Kaye sought to compel arbitration of the dispute, but the trial court denied the motion, finding that Document No. A-201 was not properly incorporated into the contract.
On appeal, the Court reversed, holding that Document No. A-201 and its arbitration agreement were properly incorporated by reference into the parties' contract and specifications. While the Court acknowledged that a "mere reference" to another document was not sufficient to incorporate the other document, the expression of an intent to be bound by the collateral document, paired with its reference, successfully incorporated that collateral document. Here, the plans and specifications clearly indicated to the Court that Document No. A-201 was a part of both the plans and specifications and the contract, unambiguously expressing the required intent to be bound by its contents.
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