Kendall Imports, LLC v. Diaz, 215 So. 3d 95

Background

Kendall Imports sold vehicles to three non-English-speaking buyers who signed English-language purchase orders and financing agreements that both contained arbitration clauses.
The two arbitration clauses differed in some terms (mediation requirement, venue, cost-advancement, class waiver, choice-of-law/delegation language).
Buyers sued Kendall alleging undisclosed post-signature additions (fees/products) and moved as a class seeking statutory and common-law relief.
Trial court denied Kendall’s motion to compel arbitration, finding no meeting of the minds (due to conflicting arbitration provisions and buyers’ inability to read English) and that the clauses were unconscionable.
On appeal, the Third DCA reviewed de novo legal questions and for clear error factual findings, and reversed, holding (1) buyers were bound by the signed agreements because they made no effort to read or seek explanation, (2) the clauses could be harmonized and were not irreconcilably conflicting, and (3) buyers failed to prove procedural or substantive unconscionability.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Valid formation / meeting of minds given buyers' inability to read English	Buyers: inability to read English + no explanation from dealer means no true assent	Kendall: buyers signed, acknowledged receipt and review; burden on buyers to have documents read/explained	Held: No formation defense — signers bound where they did not seek explanation and were not misled or coerced
Conflicts between arbitration clauses in purchase order and financing agreement	Buyers: terms conflict (mediation, venue, cost, class action, delegation) — irreconcilable, so no enforceable agreement	Kendall: clauses must be read together and harmonized; no actual irreconcilable conflicts under contract principles	Held: Clauses harmonizable; no irreconcilable conflict that invalidates arbitration agreement
Procedural unconscionability (adhesion; no Spanish explanation)	Buyers: contracts are adhesive; dealer didn’t explain in Spanish, denying meaningful choice	Kendall: form contracts are typical; buyers had opportunity to inquire but did not; no pressure or misrepresentation	Held: No procedural unconscionability — mere adhesion insufficient, and buyers failed to show lack of meaningful choice or coercion
Substantive unconscionability and other arbitration terms (costs, class waiver, appeals, fees)	Buyers: specific terms (costs, class waiver, appeal procedure, attorney fees) are unfair/unconscionable	Kendall: terms reasonable or reconcilable; statutory and FAA/FAC rules govern remedies; disputes for arbitrator where appropriate	Held: No substantive unconscionability; reconcilable provisions and statutory/contractual mechanisms address concerns

Key Cases Cited

Basulto v. Hialeah Auto., 141 So. 3d 1145 (Fla. 2014) (trial-court findings about coercion/misrepresentation can support invalidating arbitration when supported by record)
Seifert v. U.S. Home Corp., 750 So. 2d 633 (Fla. 1999) (elements for compelling arbitration include existence of a valid written arbitration agreement)
Allied Van Lines, Inc. v. Bratton, 351 So. 2d 344 (Fla. 1977) (one who signs a contract is bound unless prevented from reading or induced to refrain from reading)
Merrill, Lynch, Pierce, Fenner & Smith, Inc. v. Benton, 467 So. 2d 311 (Fla. 5th DCA 1985) (person unable to read bears burden to have instrument read/explained before signing)
Rent-A-Center, W., Inc. v. Jackson, 561 U.S. 63 (2010) (delegation clauses can commit arbitrability questions to arbitrator)
Mastrobuono v. Shearson Lehman Hutton, Inc., 514 U.S. 52 (1995) (harmonize arbitration clause with related contract provisions where possible)
Stolt-Nielsen S.A. v. AnimalFeeds Int’l Corp., 559 U.S. 662 (2010) (class arbitration requires contractual basis; silence ≠ assent to class arbitration)
Hall Street Assocs., L.L.C. v. Mattel, Inc., 552 U.S. 576 (2008) (arbitral awards have limited grounds for judicial review)