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A frequent practice in the construction business is to incorporate by reference other documents into the contract in between two parties. For instance, subcontracts regularly incorporate the “Contract Documents” (which term is generally defined) and have a statement to the effect that the subcontractor has either reviewed the Contract Documents or had an opportunity to do so. Florida law recognizes the rights of contracting parties to agree to the terms and circumstances in documents that are only referred to in the contract. “It is a generally accepted rule of contract law that, exactly where a writing expressly refers to and sufficiently describes an additional document, that other document, or so significantly of it as is referred to, is to be interpreted as part of the writing.” OBS Business, Inc. v. Pace Construction Corp., 558 So. 2d 404 (Fla. 1990). However, at least one Florida appellate court “requires that there must be some expression in the incorporating document ... of an intention to be bound by the collateral document.... A mere reference to yet another document is not adequate to incorporate that other document into a contract, especially where the incorporating document makes no specific reference that it is ‘subject to’ the collateral document.” Kanter v. Boutin, 624 So. 2d 779 (Fla. 4th DCA 1993). The problem of “incorporation by reference” maybe most regularly comes up when a celebration to a contract attempts to force the other party into arbitration based upon an arbitration clause contained in a document that is only incorporated by reference. Arbitration clauses incorporated by reference are generally enforced. For instance, in Frank J. Rooney, Inc. v. Charles W. Ackerman of Florida, Inc., 219 So. 2d 110 (Fla. 3d DCA 1969), the appellate court ruled that the subcontractor could compel the general contractor to arbitration where the arbitration clause of the AIA common provisions were incorporated by reference in the general contract which, in turn was incorporated by reference into the subcontract. The courts will also only enforce provisions that are incorporated by reference if . . . effectively, if they are incorporated by reference. In the aforementioned Frank J. Rooney, Inc. case, the subcontract stated that if a dispute arose as to the amount claimed by the subcontractor for extras, the dispute would be finally determined by the architect. The court stated, “It was not necessary for the parties to agree that all disputes be decided by the same authority. They had a excellent correct to make a distinction amongst claims that would arise beneath the original sub-contract . . . and to supply a diverse method for claims that would arise subsequent to the execution of the sub-contract . . . .” Thus, even though the subcontractor’s claims regarding the contract balance were properly the subject of arbitration, the claims concerning extras were for the architect to determine. One particular of the actions to carrying out a excellent job negotiating a contract is to realize it, including the terms to be incorporated by reference. In some instances, what would be incorporated by reference may be advantageous and, consequently, really should be accepted. In other individuals, the outside terms may be unreasonable and possibly harmful and, as a result, negotiating exceptions would make sense. construction contracts article continue reading tour 713.08