I would reverse the order and grant the motion to stay the arbitration in its entirety. The record ineluctably demonstrates the absence of a contract to arbitrate. While the purchase orders sent by respondent contained arbitration clauses, they did not become the contracts between the parties. The signing of the stubs attached to the purchase orders did not constitute an acceptance of such purchase orders or the arbitration clauses therein contained. Bather, it was the confirmations of the orders sent by appellant Wachusett, which were signed by respondent, which became the binding contracts between the parties. These confirmations were complete as to terms and conditions, but they did not contain arbitration clauses.
There was lacking here the clear language required by law to incorporate by reference, in the final agreement of the parties, the arbitration clauses of the purchase orders. Parties may not be required to arbitrate unless it is clear that they intended to render arbitration the exclusive remedy. (Matter of American Rail & Steel Co. [India Supply Mission], 308 N. Y. 577; Matter of Riverdale Fabrics Corp. [Tillinghast-Stiles Co.], 306 N. Y. 288; Matter of Albrecht Chem. Co. [Anderson Trading Corp.], 298 N. Y. 437; Matter of Tanenbaum Textile Co. v. Schlanger, 287 N. Y. 400.)
Any doubt in the instant case as to intent is completely dissipated by the provision in each of appellants’ confirmations which declares that the contract was to be deemed “ a Massachusetts contract, and the laws of Massachusetts shall govern its validity, interpretation and performance ”. To compel arbitration here . would nullify the apparent intent of these provisions, which contemplate legally correct adjustments of controversies in a judicial tribunal rather than the resolution of disputes in the less legally exacting arbitration forum.
When respondent signed the contracts which Wachusett forwarded to it, respondent in effect disaffirmed and annulled all the prior negotiations. It then agreed to be bound by Wachusett’s contracts and all their terms and conditions — which did not include arbitration. We must give these contracts controlling significance. We may not impose an assent to arbitrate upon the mere basis of the return of the uncompleted acknowledgment stubs of the purchase orders.
*386In short, appellants did not by clear language ever agree to arbitration; and in the absence of such an unequivocal, expressed intention, arbitration should have been stayed.
M. M. Frank and McNally, JJ., concur with Rabin, J. P.; Valente, J., dissents in opinion.
Order so far as appealed from modified to the extent of granting the motion to stay the proposed arbitration as to Fitchburg Spinners Sales Corp. and, as so modified, affirmed, with $20 costs and disbursements to respondent, against the petitioner-appellant Wachusett Spinning Mills, Inc.