6 N.Y.3d 371 (2006)
An arbitration clause in a written agreement is enforceable, even if the agreement is unsigned, provided there is sufficient evidence demonstrating the parties’ intent to be bound by the contract.
Summary
God’s Battalion of Prayer Pentecostal Church sued Miele Associates for breach of contract and architectural malpractice related to a church renovation project. Miele moved to compel arbitration based on an arbitration clause within an unsigned contract. The Church argued the lack of a signature meant no agreement to arbitrate. The Court of Appeals held that the arbitration clause was enforceable because the Church’s actions demonstrated an intent to be bound by the contract, including explicitly referencing and relying upon the contract’s terms in its complaint. The Court emphasized that a signature isn’t required when conduct indicates agreement to the contract’s terms.
Facts
God’s Battalion of Prayer Pentecostal Church hired Miele Associates to expand and renovate its facilities. Miele prepared a contract containing an arbitration clause and sent it to the Church. The Church retained the contract but did not sign it. The Church, allegedly at Miele’s suggestion, hired Ropal Construction as the general contractor. Dissatisfied with Ropal’s work, the Church sued Miele, alleging breach of contract and architectural malpractice, explicitly referencing the terms of the unsigned agreement.
Procedural History
The Church sued Miele in Supreme Court. Miele moved to stay the action and compel arbitration, citing the arbitration clause in the unsigned contract. The Supreme Court initially denied the motion but, upon reargument, directed the matter to arbitration. The Appellate Division affirmed the Supreme Court’s decision. The Church appealed to the New York Court of Appeals.
Issue(s)
Whether an arbitration clause in a written but unsigned agreement is enforceable when the conduct of the parties demonstrates an intent to be bound by the terms of the agreement.
Holding
Yes, because the Church’s conduct, specifically referencing and relying upon the contract in its complaint, demonstrated its intent to be bound by the agreement, making the arbitration clause enforceable despite the absence of a signature.
Court’s Reasoning
The Court of Appeals relied on the principle that a signature is not mandatory for enforcing a written arbitration agreement under CPLR 7501, as long as there is sufficient proof of the parties’ actual agreement to its terms. The Court emphasized that while there must be a “clear, explicit and unequivocal” agreement to arbitrate, this agreement can be inferred from conduct. The court noted the Church’s reliance on the unsigned agreement in its complaint, where it claimed that Miele “failed to perform the terms, covenants and conditions of the agreement.” The Court reasoned that the Church could not selectively disclaim the arbitration clause while simultaneously alleging breach of the contract. Quoting Mastrobuono v Shearson Lehman Hutton, Inc., the Court stated that a contract “should be read to give effect to all its provisions.” Because the Church didn’t argue that the arbitration clause itself would be unenforceable if the agreement had been signed, its attempt to avoid arbitration based solely on the lack of a signature failed. This ruling underscores the importance of examining the totality of circumstances to determine whether parties intended to be bound by a contract, even without a formal signature. It prevents parties from using the absence of a signature as a loophole to avoid otherwise binding agreements.