G & G Builders v. Randie Gail and Deanna Dawn Lawson, 238 W. Va. 280

G & G Builders and Randie Lawson signed a 12-page AIA A111-1997 construction Agreement; Mrs. Lawson was identified as an owner but did not sign. The Agreement stated in a margin note that AIA Document A201-1997 (General Conditions) was "adopted in this document by reference."
The General Conditions (which contained the arbitration clause) were not attached to the Agreement and were never provided to the Lawsons; the Agreement itself does not mention "arbitration."
G & G sued the Lawsons in circuit court for unpaid contract sums and to enforce a mechanic’s lien; the Lawsons counterclaimed for breach, defective work, and overcharges.
G & G moved to dismiss the counterclaim and compel arbitration; the Lawsons opposed, arguing the arbitration clause was not incorporated by reference and Mrs. Lawson (a non‑signatory) could not be compelled.
The circuit court denied the motion, finding no meeting of the minds to arbitrate because the General Conditions were never provided and the Agreement gave no clear notice of arbitration.
The Supreme Court of Appeals of West Virginia affirmed, applying incorporation‑by‑reference principles and precedent distinguishing commercial/sophisticated parties from ordinary consumers.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the A201 General Conditions (including arbitration) were effectively incorporated by reference into the signed A111 Agreement	The Agreement expressly adopted the A201 by reference; a party has a duty to read and thus would be bound	The reference was too general, A201 was never provided, and Lawson lacked knowledge/assent to arbitration	Not incorporated: court affirmed denial to compel arbitration because A201 was not provided and reference did not establish assent
Whether a non‑signatory (Mrs. Lawson) can be compelled to arbitrate	G & G argued arbitration should apply to both owners identified in Agreement	Lawsons argued non‑signatory cannot be forced where no agreement to arbitrate exists	Mooted by primary holding; court noted non‑signatory issue unnecessary after finding no agreement to arbitrate

Credit Acceptance Corp. v. Front, 231 W. Va. 518 (recognizes immediate appealability of denials to compel arbitration)
State ex rel. U-Haul Co. v. Zakaib, 232 W. Va. 432 (establishes three‑part test for incorporation by reference: clear reference, identifiable document, knowledge/assent to avoid surprise)
Brown v. Genesis Healthcare Corp., 228 W. Va. 646 (arbitration clauses bind parties only by clear and unmistakable writing)
State ex rel. TD Ameritrade, Inc. v. Kaufman, 225 W. Va. 250 (trial court’s threshold duties under the FAA: existence of agreement and scope)
Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U.S. 614 (court must determine whether parties agreed to arbitrate the dispute)
Evans v. Bayles, 237 W. Va. 269 (upheld incorporation where signed form specifically referenced arbitration and provided the incorporated agreement to the signer)
Standard Bent Glass Corp. v. Glassrobots Oy, 333 F.3d 440 (incorporation more likely enforced between sophisticated merchants familiar with standard terms)
Logan & Kanawha Coal Co., LLC v. Detherage Coal Sales, LLC, [citation="514 F. App'x 365"] (incorporation may be binding between sophisticated businesses with prior notice/ course of dealing)