Charles S. Fields, Inc. v. American Hydrotherm Corp.

Per Curiam. We agree with the Special Term’s ruling that, the claim of rescission—the specific ground on which petitioner (Fields) based its motion to stay arbitration—is a question for the arbitrators. The important question for determination however, relates to Fields’ claim that there was never any agreement to arbitrate. This point was raised for the first time in a reply affidavit used on the motion. After negotiations, extending over a long period, Fields and respondent (American) reached an agreement for the purchase by Fields of a heating and cooling system for use in its plant. As a result of these negotiations American forwarded to Fields a ‘ ‘ Final Quotation ’ ’ which could be considered in the nature of an offer. This consisted of a six-page document, containing, in addition to the agreed price, complete specifications of the equipment to be furnished and also various terms and conditions, including a provision for arbitration. This instrument was never signed by the parties, but Fields, some time after the quotation had been in its possession, signed and delivered to American a purchase order in the following form: ‘‘ 1 Hot Water System as per quotation. ’ ’ The specific question posed is whether Fields, by adopting and incorporating in its order the quotation submitted to it by American, agreed to arbitration. We think that question must be answered in the affirmative. It is true that acceptance of a provision to arbitrate will not be implied from the mere fact that one of the parties, in making an offer to sell or purchase, employs a form containing such provision. Unless the other contracting party in some manner clearly indicates an acceptance; the arbitration danse will not be [649] binding (Matter of Albrecht Chem. Co., 298 N. Y. 437). Thus in the Albrecht case, where the seller did not accept or adopt the purchaser’s form of offer containing an arbitration provision, but instead forwarded its own independent memorandum without reference to the purchaser’s form, if was held'that there was no agreement to arbitrate. However, and' in contrast to the' Albrecht case, petitioner here, in placing its order, did not confine-itself to its own independent form, but went further- and: assented to the provisions of American’s Final Quotation by making its order ‘£ as per quotation. ’ ’ By doing that, we think Fields must be held to have indicated its willingness to accept all the terms contained in the final quotation, including the provision for arbitration. Before executing its order, Fields had ample opportunity to acquaint itself with the terms of the quotation, particularly since negotiations had been conducted over a long period of time during which it is not disputed, Fields had before it earlier quotations containing the same provisions for arbitration. The mere fact that the provision for arbitration was contained in small print on the last page of the quotation, does not relieve Fields of its binding effect since it incorporated the entire quotation in its order. Fields’ alleged lack of knowledge of the ■arbitration clause will not excuse it, for the law does not relieve a person merely because he has failed to read a document which he has executed. Although Fields did not sign the quotation itself, nevertheless, the order incorporating the quotation bore its signature and therefore, the effect is the same as though it had signed the quotation itself. Consequently, Fields must be charged with knowledge of all that the quotation contained. Nor does it matter that there was no formal acceptance in writing by one of American’s executive officers, because Fields, after its written purchase order was executed and delivered to American, accepted the equipment which was shipped to it. We conclude that Fields, by its action in adopting American’s quotation, indicated its assent to be bound by all of the terms of that quotation, including the provision for arbitration. Order appealed from should be affirmed, with $20 costs and disbursements to respondent, American Hydrotherm Corporation.