235 So. 3d 1021
Fla. Dist. Ct. App.2018Background
- Lowe purchased a vehicle from Nissan of Brandon and signed three contemporaneous documents: a Retail Purchase Agreement, a Retail Installment Sale Contract, and an Arbitration Agreement.
- The Purchase Agreement itemized a $98.75 “Tag Agency/Electronic Filing Fee” (the Fee) and expressly incorporated the Arbitration Agreement by reference.
- The Installment Contract (financing agreement) contains its own merger clause but does not reference arbitration or incorporate other documents.
- The Purchase Agreement stated it was an offer subject to execution and acceptance of the Installment Contract and financing institution approval; once the Installment Contract was executed and accepted, the Purchase Agreement became operative.
- Lowe sued as a putative class, alleging FDUTPA and unjust enrichment claims based solely on the $98.75 Fee; Nissan moved to compel arbitration and the trial court granted the motion.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether there is a valid agreement to arbitrate Lowe’s Fee-based FDUTPA and unjust enrichment claims | Lowe: Installment Contract’s merger clause controls; it does not incorporate arbitration, so no arbitration agreement governs her claims | Nissan: Purchase Agreement (operative for the sale) incorporates the Arbitration Agreement; claims arise from the sale terms and are arbitrable | Held: Purchase Agreement is the operative contract and incorporates the Arbitration Agreement; Lowe’s claims are arbitrable |
| Whether contemporaneous documents must be read together when one contains a merger clause | Lowe: Merger clause in Installment Contract integrates the financing contract and excludes prior/other documents | Nissan: The Purchase Agreement was conditional and, when conditions were satisfied, became the operative integrated sale agreement that incorporated arbitration | Held: Documents executed contemporaneously can be read together; here the Purchase Agreement governs the sale and incorporates arbitration despite the Installment Contract merger clause |
| Whether incorporation-by-reference requirements are met | Lowe: No incorporation in Installment Contract; therefore arbitration clause not incorporated into financing contract | Nissan: Purchase Agreement expressly incorporates the Arbitration Agreement and describes incorporated documents sufficiently to show intent to bind parties | Held: Incorporation satisfied as to the Purchase Agreement incorporating the Arbitration Agreement; Purchase Agreement controls |
| Applicability of First District precedent (HHH Motors, Duval Motors) | Lowe: These cases require denial of arbitration based on merger-clause integration of the installment contract | Nissan: Those cases are distinguishable on facts (no comparable incorporation or conditional offer language) | Held: Court distinguishes and holds those First District decisions conflict with this result; conflict certified |
Key Cases Cited
- Seifert v. U.S. Home Corp., 750 So.2d 633 (Fla. 1999) (party cannot be compelled to arbitrate absent a valid written arbitration agreement)
- Phoenix Motor Co. v. Desert Diamond Players Club, Inc., 144 So.3d 694 (Fla. 4th DCA 2014) (contemporaneous documents may be read together; arbitration may be incorporated by reference)
- HHH Motors, LLP v. Holt, 152 So.3d 745 (Fla. 1st DCA 2014) (merger clause in installment contract precluded arbitration under those facts)
- Duval Motors Co. v. Rogers, 73 So.3d 261 (Fla. 1st DCA 2011) (merger clause limited contract to the installment contract; prior buyer’s order not part of the contract)
- BGT Grp., Inc. v. Tradewinds Engine Servs., LLC, 62 So.3d 1192 (Fla. 4th DCA 2011) (requirements for incorporation by reference of collateral documents)
- OBS Co. v. Pace Construction Corp., 558 So.2d 404 (Fla. 1990) (express reference to and sufficient description of another document incorporates it into the primary writing)
- Murphy v. Courtesy Ford, LLC, 944 So.2d 1131 (Fla. 3d DCA 2006) (broad arbitration clauses reach claims having a significant relationship to the agreement containing the arbitration provision)