*1 117A.3d21 FORD, et al. Mae Willie v. LTD., et
ANTWERPEN MOTORCARS al. 68, Sept. Term, No. 2014. Appeals Maryland. Court of 29, 2015.
June *3 (Richard Gordon, Wolf, Benjamin Carney H. Martin E. S. Gordon, CHTD., Towson, MD; & Carney, Philip Wolf S. Friedman, Offices, PLLC, DC; Washington, Friedman Law F. Justice, Bland, DC), brief, Washington, Paul Public on for Appellants. (Brian Gielen, Boyle, Quinn,
Price O. Gielen M. Neuberger, Gibber, P.A., MD), Baltimore, brief, Rubin & on for Appellees. *C.J., BARBERA, HARRELL, Argued before: ** BATTAGLIA, GREENE, ADKINS, McDONALD, and WATTS, JJ.
* J., Harrell, case, participated hearing in the of the in the conference regard opinion adoption to its decision and in the of the but he retired filing prior opinion. from the Court to the **Watts, J., participated hearing in the of this case but recused herself prior conferencing adoption opinion. and of this
473 GREENE, J.
In the instant case we are asked to consider the extent to multiple day during which documents executed on the same purchase financing the course of the of an automobile together constituting agreement be read as the entire between In parties. particular, we address whether the Code of (“COMAR”) 11.12.01.15(A),1 Maryland Regulations which Peti- Rule,”2 “Single tioners have referred to as the Document prevents relying automobile dealer from on an arbitration Order,3 found in a provision Buyer’s explicitly but not within the four corners of the Retail Installment Sales Contract (“RISC”). 11.12.01.15(A) not, We conclude that COMAR does as Petitioners suggest, displace our common law contract principles permitting multiple documents from being con- together evincing strued as entire of the par- Prods., Inc., ties. Rourke v. Amchem 329, 354, 384 Md. 863 Brosius, 926, (2004); Rocks v. 941 612, 637, A.2d 241 Md. (1966). 531,
A.2d I. FACTUAL AND PROCEDURAL BACKGROUND Petitioners’, This case arises from Willie Mae Ford and Beale, purchase Rashad Earle and finance of an automobile Respondent, from Antwerpen Motorcars Ltd. (“Antwerpen”), 24, April on 2010. Petitioners aver that Antwerpen faded to properly disclose the history, vehicle’s including its involve- ment a collision and use as a short-term rental. The 11.12.01.15(A) 1. "[ejveiy Under COMAR vehicle sales contract or writing containing shall be evinced an instrument in all parties.” of the *4 11.12.01.15(A) Although "Single Petitioners refer to COMAR as the 2. Rule,” with, of, provided Document we have not been nor are we aware any Maryland judicial opinion point persuasive authority on or other using this label. forth, Buyer's among things, parties 3. The Order form sets other to sale, identity purchased, purchase the vehicle of the vehicle its price, any payment down or trade-in value credited towards the vehi- price, dealership upon cle's and the balance owed to the automobile delivery. gravamen dispute of Petitioners’ before this Court concerns existence, history, not the vehicle’s but rather or lack thereof, of an agreement disputes to arbitrate under the terms of the vehicle sales contract. In whether Peti- determining tioners’ against Antwerpen subject mandatory claims are to a provision, arbitration we consider two documents executed by parties during the transaction. On the same day, Petition- Buyer’s ers executed both a Order —which sets forth the purchase price a Retail Installment Sales Contract —and (“RISC”) financing contains the terms of the purchase. —which
In relevant part, Buyer’s provides: Order ARBITRATE
AGREEMENT TO DISPUTES (also “You”) Buyer(s) referred to as agree Dealer arises, that if any Dispute the Dispute will be resolved binding arbitration[.]
A Dispute any question as to whether something must be mediated and procedures mediation, the terms and any as well as allegation concerning a violation of a sales mediation, state or federal statute that may subject be contract, tort, any monetary other, claim whether arising or Order, from the negotiation of and terms of the Buyer’s any service contract or insurance product, any or retail install- (but ment sale contract or lease this mediation does not to apply and shall not be on binding any assignee thereof).
The parties they understand that are waiving rights their a trial jury and class consideration of all claims and disputes specifically between them not exempted from arbi- tration in this Agreement. order,
The front and back of buyer’s along this with other signed by order, documents You in connection with this comprise the entire agreement parties affecting between the purchase.
475 directly below the signatures appear language Petitioners’ in Agreement contained the to Arbitrate. RISC, forth financing
The which sets the terms of the in- agreement Antwerpen, between Petitioners and does not Specifically, pro- clude arbitrate. the RISC (and ‘You, Buyer vides that if Co-Buyer, any), may buy By the vehicle below for cash or on credit. signing contract, you buy choose to the vehicle on credit under the agreements on the front and back of this contract.” Following financing the various terms in agreement, contained provides, part, along “[t]his RISC in relevant contract signed by you with all other documents in connection with purchase vehicle, comprise of this the entire you affecting between and us this purchase.” (Emphasis added). Petitioners’ signatures are located two sentences provision. after this The further it provides RISC governed by the Creditor Grantor End Closed Credit Provi- (“CLEC”), (1975, sions Repl.Vol., Md.Code 2014 Supp.), et seq. (“Com. § 12-1001 of the Commercial Law Article Law”).
Petitioners filed in Complaint their the Circuit Court for 29, 2013, City Baltimore on April discovering after the vehi- alleged history. cle’s incident In Complaint, their Petitioners asserted the following against causes of action Antwerpen: (Count I); of Implied Warranty Breach of Merchantability (Count Maryland II); violation of the Consumer Protection Act Deceit Non-Disclosure or Concealment of Prior Rental and (Counts IV); Accident Negligent Misrepresentation III— (Count (Count VI). V); and Contract Antwerpen moved to compel arbitration on the basis of the Agreement to Arbitrate Buyer’s contained opposed Order. Petitioners Antwer- pen’s motion on grounds language Buyer’s that the RISC, Order was superseded by which contained no agreement. arbitration on Following hearing Antwerpen’s 21, 2013, motion on October the Circuit Court entered an order Motion to granting Antwerpen’s Compel Arbitration. 18, 2013, to the appealed
On November
Petitioners
Court
Special
seeking
judgment
a reversal of the
entered
Appeals
any proceedings
the Circuit Court. Prior to
in the Court of
*6
Special Appeals,
granted
petition,
we
Petitioners’ certiorari
Motorcars,
114,
v. Antwerpen
Ford
440 Md.
(1) law, Maryland Under contract is an arbitration provision contract,
not contained a vehicle sales but found in a Buyer’s Order executed on the same day, enforceable applicable Maryland where the vehi- regulations require cle sales contracts to all of “contain[] parties”? below, explained
As in greater detail we shall answer that that, question the affirmative and for purposes hold of case, the instant the Buyer’s may together Order be construed with the evincing RISC as the entire between the parties. Accordingly, judgment we affirm the of the Circuit Court.
II. STANDARD OF REVIEW
An
compelling
order
arbitration is a final
appeal-
judgment
able
of the trial court.
City
Holloman v. Circuit
Stores, Inc.,
580, 588,
547,
391 Md.
894 A.2d
551
“The
,(2006).
trial court’s conclusion as to whether a particular dispute is
subject
law,”
arbitration is
conclusion of
which we review
Bank,
for legal
Sovereign
correctness. Walther v.
386 Md.
412, 422,
735,
(2005); Holloman,
588,
872
741
A.2d
391
atMd.
III. DISCUSSION
parties’ present
The
dispute concerns the existence
of an agreement to arbitrate contained in the Buyer’s Order
and, in particular,
multiple
signed
whether
documents
during
purchase
and finance of the
vehicle
be read together
as
the entire
constituting
agreement between the parties to a
vehicle sales contract. “The issue of whether an agreement to
arbitrate
governed by
exists is
contract principles.” Hollo-
man,
590,
552; Walther,
Petitioners contend that the Circuit Court in erred granting Antwerpen’s motion by construing the arbitration provision in contained the Buyer’s Order together with the In RISC. view, Petitioners’ the RISC constitutes the vehicle sales con- tract, and it does not contain an Therefore, arbitration clause. Petitioners contend that the Order, RISC and the Buyer’s as a law, matter of are separate agreements that may not be read together. In support of their position, rely Petitioners sub- 11.12.01.15(A),which of COMAR
stantially upon language Rule.” This Document “Single refer to as Petitioners contract or “[e]very vehicle sales provides regulation writing instrument in con- by shall be evinced agreement Petitioners, parties.” of the agreements all of the taining term “an singular the use of the this Court to directing that, if contract in instrument,” even a aver that means “[t]his documents, in a comprised of several might other situations be requires in all terms Maryland car sale COMAR document, or ‘instrument’ must be contained one contract [sic].” dealer, Petitioners by is financed
Where the vehicle con- alone serves as the “vehicle sales assert that the RISC amount tract,” principal contains both the because the RISC (1977, 2012 charged. Repl.Vol., See Md.Code and interest (“A § Article con- Transportation 15-311 of the Supp.), contain ... tract for the sale of a vehicle a dealer shall vehicle; any for the principal charged [and] amount [t]he amount[.]”). Petitioners charged principal interest on the RISC, itself, to be the purports further maintain that it parties provides entire between the because contract, buy the vehicle on “[b]y signing you choose the front and back of this agreements credit under the on RISC, view, must Accordingly, contract.” Petitioners’ within the parties all of the between the include Hence, Petitioners conclude four-corners of that document. provi- to include the arbitration Antwerpen that the failure of means that no such exists sion within the RISC failure, they not be This compelled. and arbitration contend, Buyer’s renders the and the Order inconsistent RISC *8 and, result, one together as a the documents cannot be read as agreement. law, that, contract under well-established
Antwerpen argues together as Buyer’s the Order and RISC be construed v. See Rocks evincing parties. the entire (1966). Brosius, 612, 637, 531, Antwer- 241 217 A.2d 545 Md. that, contrary out to Petitioners’ contention pen points incorpo- an the RISC integration provision, the RISC contains rates by Buyer’s reference the and Order its arbitration provision by providing along that “[t]his contract with all by you signed other documents in pur- connection with the (Em- vehicle, chase of this the comprise agreement.” entire added). Further, phasis Antwerpen contends that Petitioners 11.12.01.15(A) have mischaracterized COMAR “Single as a Document Rule.” Antwerpen notes that Petitioners failed have to provide any authority using creating or “Single the label 11.12.01.15(A). in Document Rule” to reference COMAR This regulation, asserts, Antwerpen “simply does not that all state ” of agreements the ... must single be ‘a document.’ Contrary interpretation, to phrase Petitioners’ the use of the “an instrument” does not preclude incorporating other docu- by ments Accordingly, Antwerpen reference. asks this Court affirm to the decision of the Circuit compelling Court arbitra- tion. with disagree
We
Petitioners
that COMAR
11.12.01.15(A) supplants
longstanding
our
common law con
tract principles
the
permitting
reading
construction or
of
multiple documents
as
together
part of a single transaction.
Rocks,
explained by
As
637,
Court in
A need contract not be a by single evidenced instrument. Where several instruments are a part made of a single they transaction will all be read and construed together as the of evidencing parties intention to regard single transaction. This true though even the instru- ments were at executed different times do not in terms refer to each other. Rourke, 354, (“Where also
See 384 Md. at at 863 A.2d documents, contract comprises two or more are documents be together, that, to construed harmoniously, so extent effect.”). possible, provisions all of the can given be 11.12.01.15(A) 1978, Since COMAR provided has “[e]v- ery vehicle sales contract or shall be evinced instrument in writing containing all of (June parties.” 16, 1978); See 5:12 Md. R. 981 Md. R. 5:17 *9 480 1978). 25, labeling of Contrary to Petitioners’ (August
1331
Rule,” the term
“Single
Document
regulation
this
as
any
Nor is there
from the language.
is absent
“single”
that,
of the
of
in our
as a result
use
jurisprudence
indication
instrument,”
contract
a vehicle sales
singular
term “an
law,
not,
incorporate multiple documents
as a matter of
a
contrary,
singular
To
use of
mere
by reference.
contract,”
not prevent
“an
or “a
does
such as
instrument”
term
and Rourke.
of the
Rocks
application
principles
opinions,
this Court with several
provided
Petitioners have
“consistently
repeatedly
have
and
in Petitioners’ view
which
all
...
that
must be
requirement
reenforced
instrument,
recognized
only
in one
and have
contained
the agree
or RISC
all of
financing agreement
contains
review,
provided,
parties.”
the authorities
Upon
ments
Court,4
little
upon
which are
this
offer
more
binding
none of
cursory, unpersuasive
lacking support
assertions
our
than
Indeed,
provide
these
either
no
jurisprudence.
authorities
of
unpersuasive
or cite to one
the other
support
textual
Specifically,
provided with
and federal trial
4.
Petitioners have
us
state
Inc.,
Lincoln-Mercury,
opinions.
Case
court
See Ricks v. Wilson Powell
l:10-cv-02342-WDQ
28,
(Cir.
Cnty.,
George's
Ct. Prince
Mar.
No.
Ltd.,
(D.Md.
2011);
F.Supp.2d
Antwerpen
v.
386
Baker
Motorcars
807
WMN-10-3522,
Motors, Inc.,
2011);
Civ.
WL
Lambert v. Nat'l
No.
2011
4,
Outlet, LLC,
(D.Md.
2011);
May
Tokarski v. Castle Auto
Civ.
1704726
RDB-09-509,
(D.Md.
25, 2009);
Sept.
Memo to
No.
To the the opinions provided extent Petitioners have *10 that, in suggest Court the context of a vehicle sale financed by dealer, Buyer’s a not may together the Order be construed RISC, already with the such opinions appear to have been into the question by called Fourth Circuit’s recent in opinion Inc., v. Rota-McLarty Santander Consumer 700 F.3d USA Cir.2012). (4th In Rota-McLarty, similar to the instant 690 case, an individual executed a Buyer’s Order—which contained an agreement to arbitrate —and a RISC—which contained no arbitration dealership during pur- the the —with an automobile. Id. at 694-95. chase and of financing determining In whether the arbitration in the enforceable, Buyer’s Order was the court noted that: Rota-McLarty does advance a novel in theory of support integration on appeal, premised on Regs. Md.Code 11.12.01.15, § which provides “every that vehicle sales con- tract or agreement shall be an by evidenced instrument in writing containing all of agreements the of the parties.” See Appellee’s argue Br. at 19. She seems to that the regulation requires by one document itself to constitute parties’ agreement, the and we thus must read Buyer’s the Order alone. Even if this argument waived, is not Rota- McLarty provide any authority interpre- fails to for her regulation, tation of the cited proposition nor for the regulation supplants that this body an entire established Maryland governing of law interpretation. contract Id. added). at n. 8 (emphasis the Despite presence of an integration RISC, clause the the court concluded that “Rota-McLarty has failed to establish that the inte- RISC’s gration clause prevents reading Buyer’s both [the Order and Id. at 700.5 agreement.” the a together single RISC] as Rota-McLarty only 5. opinion not upon is the which doubt casts Peti- “Maryland consistently tioners’ that assertion courts ... have and repeatedly requirement parties, enforced the that all including agreements, arbitration be must contained in one instrument Rotar- the footnote upon aver that reliance
Petitioners view, of because, in their the issue McLarty inappropriate not raised properly had been “Single Document Rule” dispute on present that need not resolve before court. We above, Rotw-McLarty, explained of however. As the basis any persua- this Court with provide failed to Petitioners have authority proposition only their binding support sive or parties’ agree- itself by document constitute single ment. Court,
Turning language to the of the documents before RISC, signed by Buyer’s and the reviewed Order that the day, the same indicate intention Petitioners on same part construed as transac- together documents be Buyer’s by RISC Order Notably, incorporates tion. along with all “[t]his contract provides reference and signed you in connection with the *11 other documents vehicle, agreement.” purchase comprise the of this entire added). required were al- (Emphasis signatures Petitioners’ following statement. immediately most this front and Similarly, Buyer’s the Order states that “[t]he along order, with documents buyer’s of other back this order, comprise this the signed by You connection with added). agreement (Emphasis the parties!.]” entire between follow again, signatures provision. Petitioners’ this We Once Agreement note to Arbitrate contained also that of refers to the RISC in its definition Buyer’s directly Order states, in Indeed, the “disputes.” provisions part, arbitration contract, ... claim any monetary that is whether Dispute “[a] tort, other, terms of arising negotiation or from the of and Order, or Buyer’s any product, service contract or insurance transactions, only agreement financing in vehicle and ... or sales instance, parties.” For RISC contains all of decision, argument nearly following Circuit’s identical to the Fourth rejected Maryland by trial court. See that of was state Petitioners' Auto., LLC, (Cir. Ct. No. 12-36674 Prince Whitehead v. Driveline 18, 2013). Interestingly, opinion was George’s Cnty., April issued this Rides, previously cite by judge the same decided which Petitioners support position. supra. See to their any added). retail installment sale contract.” (Emphasis words, In other the arbitration signed agreed and by to day Petitioners on the same as the explicitly RISC states that applies disputes it to arising out of the RISC. reject
We Petitioners’ contention that the language, “[b]y contract, signing you buy this to choose the vehicle on credit the agreements under on the front and back of this contract” purported means the RISC to be the sole document considered for the of purposes between the parties necessarily and superseded the Buyer’s Order. Ab- sent from language any any prior indication that agreements, such as the Buyer’s Order only executed mo- RISC, ments to the prior were no longer any force or effect above, as Petitioners As suggest. noted one of agree- ments contained in the RISC requiring signatures Petitioners’ was that contract along “[t]his with all other signed documents you in connection with the purchase vehicle, of this com- prise agreement.” the entire
IY. Conclusion Accordingly, under our long common standing law contract Rourke, in Rocks principles expressed as multiple docu- ments together be construed as evincing the entire agreement of the parties a vehicle sales contract. The Buyer’s RISC and the Order in the present case indicate an intention that they are to be together read as constituting one transaction.
JUDGMENT OF THE CIRCUIT COURT BALTI- FOR *12 MORE CITY AFFIRMED. TO PAY THE PETITIONERS COSTS IN THIS COURT. McDONALD, JJ.,
BATTAGLIA and concur in the judgment.
McDONALD, J., concurring judgment, in the which BATTAGLIA, J., joins fantasy
In good literature devoted to the battle between and evil, elves, ores, dwarfs, allegiance the of goblins readily and is in and obfuscation clarity In the between
apparent.1 battle instruments, side attor- uncertain which legal it is sometimes drafting placement case turns on the and neys will take. This legal in of several documents one of an arbitration a car. the sale of used concerning and order”2 “buyer’s the opinion I have attached to this (“RISC”) they as appear, Installment Sales Contract Retail this enlarged, provided in the materials to Court. somewhat to clarity of itself—is able Majority opinion The model —a lay But interested person these documents. a navigate a bring along well to a car would be advised buying used to perhaps English major, an glass, a lawyer, magnifying meaning. their decipher two between these docu- significant
There are differences case, fine buyer’s this order contains ments. Pertinent to the essentially the waive future access print purchasers in which out the disputes arising for of public justice system any to the The process.3 dispute in favor of alternative transaction At is provision. contain such a issue whether does not RISC the order. buyer’s those of supersede terms of RISC buyer’s order states that The fine at the bottom print order, buyer’s with along front and back of this other “[t]he order, You in with this signed by documents connection parties affecting between the the entire comprise to ...” The contains similar reference this RISC purchase is indication signed by you.” “all documents There no other clear, document, universe of nor is the record as either of signed purchase documents” in connection with the “other event, any In reference. incorporated vehicle are comprise of transaction universe documents Tolkien, (1949). Rings of 1. The Lord J.R.R. document, actually phrase "buyer’s not the title of the order” is The
2. tell, but, only appears print can in the fine at the bottom as far as I page the front of the document. considerably larger print provision and much more is set out in That 3. 473, op. Majority opinion. Majority 117 A.3d spacing in at legible at 23. *13 not to apparently signed confined documents. The bottom of “buyer’s the rear side of the order” states that “The informa- you tion that on form see the window for this of part vehicle is The on this contract. information the window form overrides in any contrary the contract of provisions sale.”4 Similar in language appears a 5 on the of paragraph reverse side the RISC.
In apparent improve an effort to the possibility that a consumer be all of might affecting aware of the terms a car, (“MVA”) purchase of a Motor the Vehicle Administration adopted has a regulation indisputably applies that to the transaction in this That regulation provides: case.
Every vehicle sales contract or shall be evi- by denced an instrument writing containing in all the of the parties. of It shall of signed by be all the parties before the seller delivers to the buyer the vehicle covered by agreement. the 11.12.01.15(A) added).
COMAR (emphasis The plain language of regulation establishes what be a might “single called instrument for car rule” sales. Ms. Ford and Mr. Beale base their appeal entirely on the notion that this single means a RISC, document and that which does not contain provision, arbitration that document. Antwerpen counters that the requisite instrument be comprised multiple of documents and here buyer’s includes the order. The Majority agrees with Antwerpen and concludes that arbitration clause in buyer’s order not was superseded the RISC.
I a agree single that instrument may be comprised of more and, than one document on that point, given narrow documents,51 join of language these in judgment. Wheth- 4. The window appear form does not in the record in this case.
5. Had the language RISC here analyzed contained the in the RISC in i.e., the 2012 letter the MVA’s terms of "[t]he counsel — your only obligation contract set forth entire and to Seller” —I would agency’s interpretation have regulation deferred to of its own set buyers forth obligation letter and concluded that the had no dispute. arbitrate the in- purportedly was whatever else documents —and
er these regulation is actually comply with corporated them — *14 day. another for question this opinion. joins that she has advised BATTAGLIA
Judge BLANK LIFT INTENTIONALLY *16 intentionally left blank