Arbitration agreement must be clear and written; a later copy cannot override a signed contract without unequivocal consent.

A valid arbitration agreement cannot be inferred where the signed original contract contains no arbitration clause and the parties' intention to arbitrate is not clear and specific. A clause may be incorporated by reference, but only if the contract construction shows a clear and unequivocal manifestation that the referenced arbitration terms were meant to bind the parties. A later copy or surrounding practice cannot override the signed original agreement, particularly where the omission appears deliberate or mistaken and there is no clear consent to arbitration. The result is that reference of the dispute to arbitration is untenable in the absence of an express or properly incorporated arbitration agreement.

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Issues: Whether the contract between the parties contained a valid arbitration agreement so as to permit removal of the named arbitrator and appointment of a sole arbitrator.

Analysis: The written and signed original agreement was found to contain no arbitration clause. An arbitration agreement must be in writing, but the intention to submit disputes to arbitration must be clear and specific. A clause may be incorporated by reference to another document, yet such incorporation depends on construction and requires a clear manifestation that the referenced terms were intended to bind the parties. The copy supplied to one party, standing alone, could not override the signed original agreement, particularly when the absence of the clause in the original agreement was explained as deliberate or mistaken deletion and there was no clear consent to arbitrate.

Conclusion: No valid arbitration agreement could be inferred, and the request for reference to arbitration was untenable.

Ratio Decidendi: Where the signed contract does not contain an arbitration clause, one cannot presume an agreement to arbitrate from a later copy or from surrounding practice unless the intention to incorporate arbitration terms is clear and unequivocal.

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