NOT FINAL UNTIL TIME EXPIRES TO FILE REHEARING

MOTION AND, IF FILED, DETERMINED

IN THE DISTRICT COURT OF APPEAL

OF FLORIDA

SECOND DISTRICT

AUSTIN COMMERCIAL, L.P., a )

Delaware limited partnership, )

)

Appellant, )

)

v. ) Case No. 2D18-1051

)

L.M.C.C. SPECIALTY CONTRACTORS, )

INC., d/b/a MIMS CONSTRUCTION )

COMPANY, a Florida corporation, )

)

Appellee. )

___________________________________)

Opinion filed April 10, 2019.

Appeal from the Circuit Court for 

Hillsborough County; Paul L. Huey, Judge.

Aaron H. Reichelson, Marie Tomassi, and 

Patrick J. Poff of Trenam, Kemker, Scharf, 

Barkin, Frye, O'Neill & Mullis, P.A., 

Tampa, for Appellant.

Douglas A. Wallace and Joseph T. 

Eagleton of Brannock & Humphries, 

Tampa; and Derin Parks of Grimes Goebel 

Grimes Hawkins Gladfelter & Galvano, 

P.L., Bradenton, for Appellee.

BADALAMENTI, Judge. 

Austin Commercial, L.P. (Austin) appeals from a nonfinal order denying its 

motion to compel arbitration of its dispute with L.M.C.C. Specialty Contractors, Inc., 

d/b/a Mims Construction Company (Mims). We hold that Austin and Mims entered into 
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a valid contract mandating arbitration of the underlying lawsuit initiated by Mims. We 

thus reverse the trial court's order denying Austin's motion to compel arbitration and 

remand for entry of an order granting Austin's motion to compel arbitration.

The Hillsborough County Aviation Authority (HCAA) awarded a contract to 

Austin for construction of a consolidated rental car facility and automated people mover 

at the Tampa International Airport. The project proceeded in two parts: the design 

phase (Part 1) and the construction phase (Part 2). Mims served as one of Austin's 

subcontractors on both phases of the project. For each of the two phases, Austin 

entered into a contract with the HCAA (the prime contracts). The prime contracts state 

that any action initiated by either party, HCAA or Austin, would be resolved in state 

court as follows: "Any action initiated by either party associated with a claim or dispute, 

and the exclusive venue and jurisdiction for any such action, will be brought in the 

appropriate State Court in and for Hillsborough County, Florida." 

After entering into the prime contract for Part 1 with HCAA, Austin 

executed a "Consultant Agreement" with Mims that served as Austin and Mims's 

subcontract for the design phase. Section 19.1 of the subcontract between Austin and 

Mims contained the following provision: 

Any controversy or claim arising out of or relating to 

this Agreement or the breach thereof shall be subject to the 

dispute resolution procedures, if any, set out in the Prime 

Contract between Austin and the [HCAA]. Should the Prime 

Contract contain no specific requirement for the resolution of 

disputes or should the [HCAA] not be involved in the dispute, 

any such controversy or claim shall be resolved by 

arbitration pursuant to the Construction Industry Rules of the 

American Arbitration Association then prevailing, and 

judgment upon the award by the Arbitrator(s) shall be 

entered in any Court having jurisdiction thereof. 
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Austin subsequently executed the "Part 2 Contract" with HCAA governing 

the construction phase of the project. Thereafter, and consistent with a Memorandum 

of Understanding between Austin and Mims attached to the Consultant Agreement, 

Austin executed a Work Order with Mims that extended Mims's work on the airport 

project to the second phase of the project. The Work Order incorporated the terms and 

conditions of the Consultant Agreement (including the dispute resolution provision) and 

served as Austin and Mims's subcontract for the construction phase. 

After Mims completed its construction work for Part 2 of the project, Mims 

filed an amended complaint in Hillsborough County state court for, among other things, 

breach of contract against Austin under quasi-contractual and equitable theories. It 

further requested a declaration that it was not required to arbitrate its claims against 

Austin. HCAA is not a party to the lawsuit. The gravamen of Mims's lawsuit is that 

Austin did not pay Mims for the services it had provided after it received full payment for 

the project from HCAA. Mims further alleged that Austin did not employ Mims for all 

services for the project it had promised to Mims. Austin subsequently filed an amended 

motion to stay and compel arbitration of the claims. 

During the hearing on the motion, Austin argued that Mims agreed to 

arbitrate the dispute because "the dispute resolution provision [in the Consultant 

Agreement] says if the owner is not involved in the dispute, you don't go to their dispute 

resolution procedure, but instead do arbitration." The trial court, however, construed the 

arbitration clause contained in the Consultant Agreement—and incorporated by 

reference into the Work Order for Part 2—to deny Austin's motion to compel arbitration. 

The trial court reasoned that because the prime contract between HCAA and Austin 
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contained a dispute resolution provision providing for litigation of disputes, Austin and 

Mims were required to litigate their dispute. Austin appeals, arguing that the trial court 

erred in its interpretation of the Consultant Agreement's dispute resolution provision. 

Because the trial court's order denying the motion to compel arbitration is 

based entirely on its construction of the contract documents, our standard of review is 

de novo. SCG Harbourwood, LLC v. Hanyan, 93 So. 3d 1197, 1199 (Fla. 2d DCA 

2012). In ruling on a motion to compel arbitration of a given dispute, courts must 

consider three elements: "(1) whether a valid written agreement to arbitrate exists; (2) 

whether an arbitrable issue exists; and (3) whether the right to arbitration was waived." 

Seifert v. U.S. Home Corp., 750 So. 2d 633, 636 (Fla. 1999). Here, the only element in 

dispute is whether the parties executed a valid written agreement to arbitrate their 

claims.

As an initial matter, we reject Mims's argument that it did not enter into a 

subcontract with Austin for Part 2 of the project. The trial court necessarily determined 

that there was a valid contract for Part 2 of the project. That is, the trial court relied on 

language incorporated into the Work Order, the agreement between Austin and Mims 

for Part 2 of the project, in denying Austin's motion despite Mims's argument at the 

hearing that the parties did not enter into a contract for Part 2. If the parties never 

entered into a valid contract, there would have been no need for the trial court to 

interpret and apply the arbitration clause. Thus, necessary and implicit to its ruling that 

the agreement between Austin and Mims did not compel arbitration is a finding that the 

parties did indeed execute a valid subcontract for Part 2. 
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"It is a generally accepted rule of contract law that, where a writing 

expressly refers to and sufficiently describes another document, that other document, or 

so much of it as is referred to, is to be interpreted as part of the writing." OBS Co. v. 

Pace Const. Corp., 558 So. 2d 404, 406 (Fla. 1990). With this in mind, we hold the 

existence of a subcontract between Austin and Mims for Part 2 is supported by the 

language of and attachments to the Work Order. The Work Order, which incorporated 

Part 1's Consultant Agreement, contained the phrase "MIMS PART 2" on the top of 

every page. The Work Order is signed by representatives of both Austin and Mims. 

Under a section labeled "SCOPE OF WORK," Austin and Mims agreed that "[t]he Work 

covered by this Work Order will be performed under the terms and conditions of the Part 

1 Consultant Agreement." (Emphasis added.) The parties further agreed that "[t]he 

Scope of Sublet Work shall be also defined by the Part 2 Contract Documents as 

contained in the Exhibits listed below and attached hereto by reference, the Austin Part 

2 Contract with attachments and Part 2 Supplemental Agreement with attachments as if 

attached hereto." Exhibit A of the Work Order, consistent with the Memorandum of 

Understanding appended to the Consultant Agreement, expanded the scope of Mims's 

services by adding, among other positions, an Assistant Superintendent and Project 

Engineer to facilitate Part 2 of the project.

Accordingly, an examination of the Work Order and its included 

attachments confirms that the Work Order served as the subcontract for Mims's work on 

the construction phase of the project. See OBS Co., 558 So. 2d at 406. Because the 

Work Order served as the subcontract between Austin and Mims for the construction 

phase of the project, their dispute arising from Mims's work on that phase is governed 
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by the Consultant Agreement's dispute resolution provision incorporated into the Work 

Order. See Henderson Inv. Corp. v. Int'l Fid. Ins. Co., 575 So. 2d 770, 771-72 (Fla. 5th 

DCA 1991) (holding that surety could compel arbitration where it had incorporated an 

arbitration clause from the construction contract into its performance bond). 

Concluding that Austin and Mims executed a valid subcontract for the 

construction phase of the project, we next address whether they agreed to arbitrate their 

claims. The Consultant Agreement's dispute resolution provision incorporated into the 

contract provides in relevant part: 

Any controversy or claim arising out of or relating to 

this Agreement or the breach thereof shall be subject to the 

dispute resolution procedures, if any, set out in the Prime 

Contract between Austin and the [HCAA]. Should the Prime 

Contract contain no specific requirement for the resolution of 

disputes or should the [HCAA] not be involved in the dispute, 

any such controversy or claim shall be resolved by 

arbitration . . . . 

Austin argues that the provision provides for two exceptions to the 

applicability of the prime contract's dispute resolution provision but the trial court's 

reasoning only addressed one of the exceptions; namely, that the prime contract 

"contain[ed] no specific requirement for the resolution of disputes." Mims does not 

appear to defend or advance the trial court's ruling that because the prime contract 

between HCAA and Austin contained a dispute resolution provision, Mims was not 

compelled to arbitrate its claims against Austin. Instead, Mims advances a tipsycoachman argument that the Consultant Agreement's dispute resolution provision is 

inapplicable because HCAA is "involved" in its dispute with Austin. We disagree with 

Mims's contention.
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We are mindful that Florida public policy favors arbitration of disputes and 

thus "courts should resolve doubts concerning the scope of such agreements in favor of 

arbitration." Stinson-Head, Inc. v. City of Sanibel, 661 So. 2d 119, 120 (Fla. 2d DCA 

1995). That said, the "determination of whether an arbitration clause requires arbitration 

of a particular dispute necessarily 'rests on the intent of the parties.' " MDC 6, LLC v. 

NRG Inv. Partners, LLC, 93 So. 3d 1145, 1147 (Fla. 2d DCA 2012) (quoting Seifert, 750 

So. 2d at 636). To ascertain the parties' intent, we examine the plain language of the 

contract. Id.; see also Bioscience W., Inc. v. Gulfstream Prop. & Cas. Ins. Co., 185 So. 

3d 638, 640 (Fla. 2d DCA 2016) (explaining that we are bound by the plain meaning of 

a contract's text when interpreting a contract). We construe a contract, "including the 

arbitration and the limitation provisions, in a way that gives a reasonable meaning to all 

the terms, rather than in a way that will render part of the contract of no effect." Orkin 

Exterminating Co. v. Petsch, 872 So. 2d 259, 263 (Fla. 2d DCA 2004).

Turning to the trial court's interpretation of the Consultant Agreement's 

arbitration provision, the trial court found that the mere existence of a dispute resolution 

provision within the prime contract rendered the Consultant Agreement's arbitration 

mandate inapplicable. The trial court's interpretation of the Consultant Agreement's 

dispute resolution provision does not give a reasonable meaning to its incorporated 

terms from the prime contract; namely, the applicability of the prime contract's dispute 

resolution provision. The unambiguous language of the Consultant Agreement's 

dispute resolution provision provides for two exceptions to the applicability of the 

dispute resolution procedures set out in the prime contract: (1) the prime contract 

"contain[s] no specific requirement for the resolution of disputes," or (2) the HCAA is not 
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"involved in the dispute." If either of these two circumstances exists, the dispute "shall 

be resolved by arbitration." As will be explained, the trial court's finding that the mere 

existence of a dispute resolution provision within the prime contract, which does not 

have bearing on the lawsuit initiated by Mims here, requires litigation of the dispute 

between Mims and Austin belies the plain and ordinary language of the prime contract's 

dispute resolution provision.

The prime contract, governing Austin and HCAA, requires litigation of 

disputes that are "initiated by either party." (Emphasis added.) Thus, if Austin or HCAA 

initiates "[a]ny action," "the exclusive venue" of that action is "the appropriate State 

Court in and for Hillsborough County, Florida." Reading the dispute resolution provision 

of the prime contract together with the dispute resolution provision of the Consultant 

Agreement, as we must, leads us to the conclusion that the trial court's finding that the 

mere existence of a dispute resolution provision within the prime contract mandated 

litigation of Mims's and Austin's dispute was erroneous. This is because the prime 

contract's dispute resolution provision is wholly inapplicable to Mims's and Austin's 

dispute, as neither HCAA nor Austin initiated the lawsuit at issue here. To hold 

otherwise effectively contravenes the plain and ordinary language of the prime 

contract's dispute resolution provision, which is only applicable to lawsuits initiated by 

HCAA or Austin. Cf. Bioscience W., 185 So. 3d at 640 (instructing courts to construe 

contracts as a whole to give meaning to every provision). Because Mims initiated the 

underlying action against Austin, the dispute resolution provision found in the prime 

contract is inapplicable to the dispute between Mims and Austin. 
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Turning to the second exception to mandatory arbitration set forth in the 

Consultant Agreement, we must decide whether HCAA is "involved" in the lawsuit Mims 

initiated against Austin. Mims argues that it qualifies for this exception to the arbitration 

mandate because HCAA is "involved" in its dispute with Austin. Mims asserts that even 

though it did not name HCAA as a party to the lawsuit, HCAA is nonetheless involved in 

the dispute because of HCAA's status as a third-party beneficiary of the subcontract.1 

We disagree. 

First, such a broad interpretation of the term "involved" would render the 

exception superfluous because HCAA, according to the prime contracts, is a third-party 

beneficiary to "all agreements, subcontracts and purchase orders of [Austin]." 

(Emphasis added.) See Universal Prop. & Cas. Ins. Co. v. Johnson, 114 So. 3d 1031, 

1036 (Fla. 1st DCA 2013) ("A contract is not to be read so as to make one section 

superfluous, and so '[a]ll the various provisions of a contract must be so construed . . . 

as to give effect to each.' " (alteration in original) (quoting Univ. of Miami v. Frank, 920 

So. 2d 81, 87 (Fla. 3d DCA 2006))).

Next, Mims's proposed, broad interpretation of "involved" invites an 

interpretation contrary to its plain and ordinary meaning. "Involve" is defined, in 

pertinent part, as "[t]o relate to or affect" or "[t]o show to be a participant; connect or 

implicate." American Heritage Dictionary, 923 (5th ed. 2018); see also Bioscience, 185 

So. 3d at 640 (explaining that we may consult dictionaries to discern the plain meaning 

of contractual language); State v. Elder, 975 So. 2d 481, 483-84 (Fla. 2d DCA 2007)

1The prime contracts between Austin and the HCAA provide that "[HCAA] 

will be identified as an intended third party beneficiary of all agreements, subcontracts 

and purchase orders of [Austin] related to this Agreement." 
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(" 'Involve' is defined, in pertinent part, as 'to draw in as a participant,' to 'implicate,' 'to 

relate closely,' to 'connect,' 'to have an effect on,' to 'concern directly,' to 'affect.' " 

(quoting Webster's Third New International Dictionary 1191 (1986))).

Applying these definitions, HCAA is clearly not "drawn in as a participant" 

to the lawsuit because it is not a party to the lawsuit and, as such, need not participate 

in it. Indeed, the allegations of Mims's operative complaint show that HCAA has paid 

Austin "in full for all work performed on the TIA Project." Thus, whether Mims is paid by 

Austin does not affect HCAA. The financial dispute Mims has initiated against Austin is 

solely between those two parties and does not "involve" HCAA. 

Furthermore, one would not ordinarily understand an entity to be 

"involved" in a dispute where that entity is neither drawn into the dispute nor affected by 

the dispute. Only an impermissible, strained textual interpretation of "involved in the 

dispute" would yield a conclusion that HCAA would be affected by a financial dispute 

between Austin and Mims. Cf. Bioscience, 185 So. 3d at 641 (explaining that the trial 

court's interpretation of a contractual provision was contrary to the contractual 

language's plain meaning). Accordingly, supported by the allegations in Mims's 

complaint, it is difficult to discern that Mims's dispute with Austin affects or implicates 

HCAA.2 See Elder, 975 So. 2d at 483-84. Because HCAA is not "involved" in Mims's 

lawsuit initiated against Austin, it does not meet the second exception to the Consultant 

Agreement's mandatory arbitration provision. Thus, reading all contractual provisions 

as a whole, Mims's dispute with Austin "shall be resolved by arbitration," as provided by 

2This interpretation was also favored by the trial court. In its discussion 

with the parties during the hearing, the court commented that "the owner's not involved 

[in the dispute]."
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the dispute resolution provision found in the Consultant Agreement and incorporated 

into Austin and Mims's Work Order.

Accordingly, we reverse the trial court's order denying Austin's motion to 

compel arbitration and remand for entry of an order granting its motion and referring the 

dispute to arbitration. See Orkin, 872 So. 2d at 266.

Reversed; remanded with instructions.

CASANUEVA and ROTHSTEIN-YOUAKIM, JJ., Concur.