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Click here for the full text of this decision FACTS:In this mandamus proceeding, Bunzl USA Inc. argues that the trial court abused its discretion by refusing to compel arbitration. Manuel Avila filed suit against Bunzl USA Inc., Bunzl Distribution Inc., Bunzl Distribution USA Inc., Bunzl Dallas Inc., Paul Lorenzini and Elizabeth Isam. He alleged that he was employed by the defendants as a sales representative between June 26, 1993, and Nov. 29, 2001, and that he was terminated because of his race or ethnicity. He asserted causes of action for violations of the Texas Commission on Human Rights Act and for intentional infliction of emotional distress. Lorenzini, the president of Bunzl USA Inc., filed a special appearance, which the court granted. The remaining defendants filed a motion seeking to compel Avila to arbitrate his claims pursuant to the Federal Arbitration Act. They also filed a memorandum in support of their motion. Attached to the memorandum was a copy of a “Salesperson Employment Agreement,” dated Dec. 6, 1993, between Bunzl USA and Avila. The court denied the motion to compel arbitration and a motion to reconsider. HOLDING:Denied. Under standard contract principles, the presence or absence of signatures on a written contract is relevant to determining whether the contract is binding on the parties. According to Corbin, if the parties have unconditionally assented to terms stated in an unsigned document, the document constitutes a binding written contract, regardless of whether it is signed. 1 Arthur Linton Corbin, Corbin on Contracts�2.10, at 168 (Joseph M. Perillo rev., 1993). But a party’s signature on a written contract is “strong evidence” that the party unconditionally assented to its terms. In the absence of a signature, other evidence must be relied upon to prove the party’s unconditional assent. Id. Furthermore, the parties may provide that the signature of each party is a prerequisite to a binding written contract. The Texas Supreme Court has relied on these principles from Corbin to decide whether parties were bound by an instrument that only one party signed. See Simmons & Simmons Constr. Co. v. Rea, 155 Tex. 353 (Tex. 1955). The question of whether a written contract must be signed to be binding is a question of the parties’ intent. Therefore, it is generally a question for the fact finder to answer. In this regard, Texas law is in accord with Missouri law. Texas law is also in accord with decisions applying the Federal Arbitration Act. Although the FAA requires an arbitration agreement to be written, it does not expressly require the agreement to be signed by the parties. Nevertheless, a party seeking to enforce a purported arbitration agreement must establish that the parties agreed to arbitrate the dispute. In the absence of signatures, other evidence has been held sufficient to establish the parties’ assent. The defendants provided the trial court with Isam’s affidavit, which states that the agreement is “a true and accurate copy of Mr. Avila’s Employment Agreement,” that the agreement was kept in his employment jacket so it could be reviewed if questions arose regarding the parties’ rights and obligations under the agreement, and that she personally reviewed the agreement before Avila was terminated to ensure that Bunzl acted in accordance with its obligations under the agreement. This is some evidence that Bunzl considered itself bound by the agreement. The trial court also had the agreement itself to review. Although the agreement has a signature block intended for Bunzl’s representative, it was never signed. The trial court also noted that the agreement states, “No modification or amendment of any provision of this Agreement is effective unless it is in writing and signed by the parties to this Agreement.” This provision and the blank signature block are evidence that the parties did not intend to be bound until both parties signed the agreement. From this conflicting evidence, the trial court could have reasonably concluded that Bunzl did not establish the existence of an agreement to arbitrate. OPINION:Larsen, J.; Larsen, McClure and Chew, JJ.

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