Duval Motors Co. v. Rogers
73 So. 3d 261
| Fla. Dist. Ct. App. | 2011Background
- Duval Motors seeks to compel arbitration of Rogers’ seven claims arising from a June 19, 2009 vehicle purchase.
- RISC identifies Rogers as Buyer/Co-Buyer and Duval as Seller-Creditor, with a merger clause stating the contract is the entire agreement and only written changes are binding.
- RBO, signed the same day, contains the arbitration provision but refers to the RISC as the primary contract and uses terms like “this order.”
- Trial court denied arbitration, ruling no binding arbitration agreement related to the transaction existed due to the merger clause.
- Appellate court agrees, holding the RISC is a fully integrated contract and the merger clause precludes considering the RBO; RBO cannot modify the RISC.
- Court relies on parol evidence rule and cases (Patton, Krueger) to affirm denial of arbitration.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Does the merger clause in the RISC preclude arbitration based on the RBO? | RISC merger clause excludes extrinsic terms, so RBO cannot form arbitration agreement. | RBO and RISC together modify or supplement contract; arbitration clause in RBO should bind. | Merger clause controls; RISC is fully integrated, so no arbitration via RBO. |
| Is the RBO a valid modification of the RISC or irrelevant to the contract? | RBO cannot modify pre-existing contract; it is not a change to the contract under the merger clause. | RBO could be treated as a contemporaneous part of the agreement modifying terms. | RBO cannot be considered a valid change to the RISC; terms control by the RISC. |
| Does parol evidence or contemporaneous documents defeat the merger clause analysis? | Parol evidence might be considered to show an arbitration agreement existed. | Parol evidence is barred by the merger clause and integrated contract rule. | Parol evidence is precluded; merger clause retains primacy. |
Key Cases Cited
- Krueger v. Heartland Chevrolet, Inc., 289 S.W.3d 637 (Mo.Ct.App.2009) (merger clause can render prior documentary agreements non-binding)
- Patton v. Jeff Wyler Eastgate, Inc., 608 F.Supp.2d 907 (S.D.Ohio 2007) (fully integrated contract despite related contemporaneous agreements)
- Dodge City, Inc. v. Byrne, 698 So.2d 1033 (Fla. 2d DCA 1997) (read and construe contemporaneously executed documents in one transaction)
- Jenkins v. Eckerd Corp., 913 So.2d 43 (Fla. 1st DCA 2005) (integration and incorporation by reference in contract terms)
- J.M. Montgomery Roofing Co. v. Fred Howland, Inc., 98 So.2d 484 (Fla.1957) (parol evidence rule excludes extrinsic agreements that contradict fully integrated contract)
- Centennial Mortg., Inc. v. SG/SC, Ltd., 772 So.2d 564 (Fla. 1st DCA 2000) (merger clause as persuasive indicator of total integration)