In God's Battalion of Prayer Pentecostal Church, Inc. v. Miele Assoc., LLP, the Church was embroiled in a battle with its architect over the enforceability of an unsigned agreement to arbitrate.
In May 1995, God's Battalion engaged Miele Associates, an architectural firm, to renovate and expand Church facilities. Miele forwarded a "Standard Form of Agreement Between Owner and Architect" to the Church, which did not execute the agreement. Despite this omission, Miele performed pursuant to the agreement and hired a general contractor. When a dispute later arose, the Church sued Miele in Kings County Supreme Court, asserting malpractice and breach of contract. In its pleadings, the Church's alleged that Miele "failed to perform the terms, covenants and conditions of the agreement."
Miele moved to stay the action and compel arbitration, based on the Standard Form Agreement's requirement that "[a]ll claims, disputes and other matters in question arising out of, or relating to, this Agreement or the breach thereof shall be decided by arbitration." In opposition, the Church contended that since the underlying agreement was never signed, "there had been no meeting of the minds regarding arbitration."
The Kings County Supreme Court cast asunder the Church's arguments and directed the parties to proceed to arbitration. The Appellate Division, Second Department, affirmed. On appeal, the state's highest court, the New York State Court of Appeals, again affirmed, noting in pertinent part as follows:
Although the Church did not sign the Miele agreement, it is evident that it intended to be bound by it. The Church has not successfully refuted Miele's claim that, after Miele forwarded the contract, both parties operated under its terms. Most tellingly, the Church's complaint alleges that Miele breached their agreement, thereby acknowledging and relying on the very agreement that contains the arbitration clause it seeks to disclaim. Moreover, the Church does not assert that the arbitration clause would be unenforceable even if the agreement were signed. That being so, it may not pick and choose which provisions suit its purposes, disclaiming part of a contract while alleging breach of the rest. A contract "should be read to give effect to all its provisions"...The lower courts therefore correctly ruled that the case go to arbitration.Thus, when there is unequivocal proof that the parties intend to be bound by an arbitration agreement, its provisions may be enforced, even in the absence of a signature.
For a copy of the Court' decision in God's Battalion of Prayer Pentecostal Church, Inc. v. Miele Assoc., LLP, please click on the following link: