Originally from Dispute Resolution Journal

CONSTRUCTION- VALIDITY OF ARBITRATION AGREEMENT -INCORPORATION BY REFERENCE-PROJECT MANUAL-MICHIGAN

An arbitration agreement contained in the project manual was not incorporated by reference into the contract between the parties. Omega and Altman entered into a contract which provided that its signing was based on plans and drawings of the architect. It further incorporated such materials into the contract by reference. All such drawings and specifications were contained in the "Project Manual," which was drafted by the architect. The Project Manual's title page, which the parties signed, made American Institute of Architects (AlA) Document A201 part of the specifications. Document A201 contains an arbitration clause. A dispute arose between the parties, and Omega sued to compel arbitration and, alternatively, to seek damages. The trial court found that there had been no waiver of the right to judicial determination of the controversy and entered summary judgment. Omega appealed, claiming that the arbitration provisions were incorporated by reference into the contract of the parties. Altman contended that he never intended to arbitrate any disputes under the contract. The appellate court, noting the public policy favoring arbitration, nevertheless affirmed. It referred to earlier case law on incorporation by reference and concluded that the arbitration provisions were not included in the contract of the parties. Omega Construction Co., Inc. v. Altman, 382 N.W.2d 839 (Mich. App. 1985).