HOTTEN, J.
A creditor brought suit against an automobile dealer challenging the dealer's retention of certain fees and charges associated with the purchase of a vehicle, alleging violations of the Maryland Closed-End Credit Grantor Law. The car dealer moved for summary judgment, which was denied by the Circuit Court for Baltimore County. The court also granted the creditor's motion for partial summary judgment. In the order the court stated: "[t]o the extent that this Order is not a final judgment, this court expressly determines, pursuant to Maryland Rule 2-602(b) that there is no just reason for delay, and this otherwise final Order should be entered as a final judgment, notwithstanding that it adjudicates fewer than all of the claims at issue in this action." On appeal, the dealer presents three questions for our review:
For the reasons that follow, we shall reverse the judgment of the circuit court.
On March 30, 2011, appellee, Tracy Wisner, purchased a 2011 Lexus from appellant, Len Stoler, Inc., ("LSI"), an automobile dealer, for $51,867.50. Appellee traded in a Jeep she owned in lieu of a down payment, and financed the remainder through Toyota Credit Motor Corporation. Appellee signed a sales contract that was a standard form document LSI used for all purchases. The contract included an itemized list of all charges including: a $4.00 charge for taxes paid to government agencies; a $220.00 charge for government registration fees; and a $50.00 charge for government certification of title fees.
Two years later, appellee filed a putative class action lawsuit against LSI alleging causes of action related to the three charges referenced above. In her original complaint, she asserted that LSI had overcharged her $104 for the fees. LSI explained that out of the $220 in government registration fees, it had only actually incurred $140 in fees and accordingly, sixteen days after appellee purchased the vehicle, on June 15, 2011, it issued her an $80 refund which appellee accepted and deposited within days of receipt. As a result of this realization, appellee amended her complaint, alleging that LSI had improperly collected $24, had double charged her this amount and improperly retained the fee in violation of the Credit Grantor Closed End Credit Provisions ("CLEC"). LSI moved for summary judgment, asserting that it was authorized by the Transportation Article to collect the retained $24.
The court held a hearing on the motion and a cross motion for summary judgment filed by appellee on March 26, 2014 and after both parties argued, the court adjourned to review two cases brought to its attention, Biggus v. Ford Motor Credit Co., 328 Md. 188, 613 A.2d 986 (1992) [hereinafter Biggus] and Ford Motor Credit Co. v. Roberson, 420 Md. 649, 25 A.3d 110 (2011) [hereinafter Roberson]. The hearing resumed on April 23, 2014 and, following additional arguments, the court granted appellee's motion for partial summary judgment, and denied LSI's motion for summary judgment, ruling that the CLEC prohibited LSI from charging appellee either the $20 electronic titling fee or the $24 charge for collecting excise taxes.
LSI noted an appeal several days later. Additional facts will be presented, to the extent they prove relevant in addressing the issues on appeal.
Summary judgment is proper where the circuit court determines that there are no genuine disputes as to any material fact and that the moving party is entitled to judgment as matter of law. See Md. Rule 2-501. We review a circuit court's grant or denial of summary judgment de novo. See Haas v. Lockheed Martin Corp., 396 Md. 469, 479, 914 A.2d 735, 741 (2007). In reviewing the grant of a motion for summary judgment, appellate courts focus on whether the circuit court's grant of the motion was legally correct. Laing v. Volkswagen of Am., Inc., 180 Md.App. 136, 152-53, 949 A.2d 26 (2008) (citations omitted).
Before considering the merits of this appeal, we must engage in a jurisdictional inquiry, specifically, whether the circuit court was correct in certifying its summary judgment ruling as a final order. Although neither party raised this issue in their briefs, we note that if certification was improper, the appeal must be dismissed for lack of jurisdiction. See Huber v. Nationwide Mut. Ins. Co., 347 Md. 415, 419, 701 A.2d 415 (1997) (declining to address the merits of an appeal predicated on the lack of jurisdiction as a result of the circuit court improperly certifying its declaratory judgment as a final judgment).
In the case at bar, the parties filed cross motions for summary judgment and appellee filed a motion for class certification. Following oral arguments on the cross motions, the circuit court denied appellant's motion and granted appellee's partial motion for summary judgment. Regarding the class certification motion, the following colloquy occurred:
The court later issued its order, ruling in part "[t]o the extent that this Order is not a final judgment, this [c]ourt expressly determines, pursuant to Maryland Rule 2-602(b) that there is no just reason for delay, and this otherwise final Order should be entered as a final judgment, notwithstanding that it adjudicates fewer than all of the claims at issue in this action."
The "final judgment rule" is codified in the Maryland Code, (1974 Repl.Vol. 2013) Courts & Judicial Proceedings § 12-301, which provides that "a party may appeal from a final judgment entered in a civil or criminal case by a circuit court. The right of appeal exists from a final judgment entered by a court in the exercise of original, special, limited, statutory jurisdiction, unless in a particular case the right of appeal is expressly denied by law." The Court of Appeals has explained that there are only three exceptions to the final judgment rule:
Salvagno v. Frew, 388 Md. 605, 615, 881 A.2d 660 (2005).
In Shofer, supra, the plaintiff sued his former accountants, alleging that as a result of their financial advice, he incurred more than $100,000 in state and federal tax penalties. 107 Md.App. at 589, 669 A.2d 201. His case was dismissed and following an appeal before the Court of Appeals, the matter was remanded for trial. Id. at 590, 669 A.2d 201. Before the circuit court prior to trial, there were three separate orders issued in response to various motions, all ruling against the plaintiff. Id. At a pre-trial conference, the plaintiff expressed that he planned on appealing the three orders regardless of the outcome of the trial. Id. at 591, 669 A.2d 201. Therefore, the circuit court certified the three orders as final judgments so that the plaintiff could appeal to this Court. Id.
On appeal, we sua sponte addressed whether the circuit court's certification of the three orders as final judgments was improper. Id. at 592, 669 A.2d 201. We opined:
Id. at 594, 669 A.2d 201. We continued, noting that our first inquiry was whether the order disposed of an entire claim. Id. The second inquiry was whether "no just cause for delay" existed. Id. Regarding the "no just cause for delay" requirement, we listed four factors that may be considered, whether a delay of appeal: 1) would create a "harsh impact" on the litigants, including an economic impact; 2) would create a risk that the same issues would be raised in subsequent appeals; 3) "whether disposition of the remaining claims might moot the need for an immediate appeal"; and 4) if an appeal would result in the appellate court deciding questions still before the trial court. Id. at 595, 669 A.2d 201. We concluded that the three orders did not dispose of entire claims and that
In the case at bar, we conclude that both requirements to certify a final judgement under Md. Rule 2-602 were met. The denial of appellant's summary judgment and grant of appellee's motion for partial summary judgment resolved the claims raised appellee's complaint—specifically that appellee had violated CLEC by retaining the two fees.
Accordingly, we find that the circuit court did not err in certifying its summary judgment order as a final judgment pursuant to Maryland Rule 2-302(b), and shall now turn to the merits of this case.
In 1983, the General Assembly enacted the Credit Grantor Closed End Credit
However, if the loan is taken out by a consumer borrower, Com. Law § 12-1005(d) prohibits a dealer from collecting the fees enumerated in subsection (b).
Appellee alleges that pursuant to the language of CLEC, LSI improperly retained both an electronic titling fee and an excise tax allowance. In response, LSI argues that while CLEC is the applicable law, the Transportation Article explicitly permits it to collect and retain both amounts. Maryland Code, Transportation Article [hereinafter Transp.] (1977 Repl. Vol.2012) § 13-610 permits a dealer to issue permanent registration plates to a buyer by electronically transmitting the registration to the MVA and to charge the buyer a fee for doing so. This is the electronic titling fee.
LSI argues that the circuit court erred when it found that CLEC prohibited it from collecting and retaining the electronic titling fee, notwithstanding the fact that Transp. § 13-610 authorizes a dealer to collect and retain the fee. Appellee responds in her brief that LSI is mischaracterizing the court's finding and that in fact, the court only concluded that LSI could collect the fees, but CLEC prohibited it from financing those fees. Preliminarily, we disagree with appellee's characterization of the court's ruling. The court concluded that in consumer borrower transactions, such as appellee's, the fee could not be retained. It made no distinction that LSI could retain the fees but not finance them.
There is no dispute that Com. Law § 12-1005(d) and Transp. § 13-610 conflict with one another. The Transportation Article permits a dealer to collect the electronic titling fee while CLEC states that for a consumer borrower transaction, the fee may not be retained. Accordingly, our task is to reconcile this conflict based on the principles of statutory construction. The primary endeavor in statutory construction is to ascertain and effectuate the intent of the General Assembly. See McGraw v. Loyola Ford, Inc., 124 Md.App. 560, 592, 723 A.2d 502 (1999); Marriott Employees Fed. Credit Union v. Motor Vehicle Admin., 346 Md. 437, 444-45, 697 A.2d 455 (1997). If the General Assembly's intent is clear from the language of a statute, then our inquiry ends here. Id. However, if it is not, then we may look beyond the text, to the context in which the statute was enacted under. Id. "Context may include legislative history and `other material that fairly bears on the fundamental issue of legislative purpose or goal.'" Nesbit v. Gov't Employees Ins. Co., 382 Md. 65, 77, 854 A.2d 879 (2004). Additionally, in instances such as the circumstances we are presented with—when two statutes relate to the same subject matter—"[b]y the often-expressed rule of statutory construction, [the two] will be harmonized to the fullest possible extent." Biggus, 328 Md. at 208, 613 A.2d 986; see also Kaczorowski v. Mayor & City Council of Baltimore, 309 Md. 505, 511, 525 A.2d 628 (1987).
Since the plain language of the statutes renders a conflict, we turn to the context and legislative history of both. We find the Court of Appeals decision in Biggus helpful. Biggus involved two appeals by plaintiffs who had financed automobile purchases, defaulted on their loans, and had their vehicles repossessed by the defendant, Ford. 328 Md. at 191-193, 613 A.2d 986. The plaintiffs sued, alleging that their sales contracts were governed by the Retail Installment Sales Act ("RISA")
Before arriving at its conclusion that CLEC applied to the sales contracts, the Court of Appeals engaged in a review of the local and legislative history that led to CLEC. Id. at 196, 613 A.2d 986. It explained that in the early 1980's, four Maryland banking institutions moved their operations to Delaware, seeking out more favorable banking laws. Id. at 197, 613 A.2d 986. As a result, the State lost at least 1,000 jobs. In response, the General Assembly passed the Credit Deregulation Act of 1983. Id. This Act created a number of new laws in relation to banking and
Following the Biggus decision, the General Assembly was concerned with the Court of Appeals' implication that other credit transaction requirements could apply to CLEC transactions and that this may have detrimental effects on the credit industry. Consequently, in 1993, it amended CLEC to clarify its intent relative to the applicability of CLEC, RISA or other credit transaction statutes. See Roberson, 420 Md. at 665-68, 25 A.3d 110. Roberson explained:
Id. at n. 13, 25 A.3d 110.
As Roberson explains, the General Assembly's response to Biggus revealed its intent that when a credit grantor opted into one particular credit transaction statute, only that statute was applicable. Its goal was to create certainty in credit contracts. This conclusion however, had no bearing on other applicable, non-credit transaction statutes. Accordingly, as with other statutes, other applicable Maryland laws and regulations apply as appropriate.
In conjunction with the legislative history of CLEC, there are several canons of statutory construction we find applicable in the instant case. One is the principle that when the provisions of two statutes conflict, the more recent statute takes precedence over the earlier statute. The Court of Appeals has explained that:
Farmers & Merchants Nat. Bank of Hagerstown v. Schlossberg, 306 Md. 48, 61, 507 A.2d 172 (1986) (internal citations omitted); see also McGraw v. Loyola Ford, Inc., supra, 124 Md.App. at 594, 723 A.2d 502 (1999). Furthermore, "[w]e presume that the General Assembly had, and acted with respect to, full knowledge and information as to prior and existing law . . . and the policy of the prior law." Roberson, 420 Md. at 667, 25 A.3d 110 (2011) (quoting Maryland Div. of Labor and Indus. v. Triangle, 366 Md. 407, 422, 784 A.2d 534 (2001)).
Another well-established principle of statutory construction requires that a more specific enactment governs a more general statute. See Harvey v. Marshall, 158 Md.App. 355, 857 A.2d 529 (2004); Lumbermen's Mutual Casualty Co. v. Maryland Insurance Commissioner, 302 Md. 248, 487 A.2d 271 (1985). In Harvey, the plaintiff was father to four children who resided with their respective mothers and for whom he paid child support to the City of Baltimore. During the time the children resided with their mothers, the father paid his child support but accrued some arrearages which he owed to the City. After the mother of three of the children were unable to continue caring for them, and the death of the other child's mother, all four came to live with him and he was granted custody by a court. Id. at 361, 857 A.2d 529. The father requested that his child support order be modified so that the deductions from his paycheck would cease and that his arrearage be forgiven so that he could use the money to raise the children now all under his care. Id. His attempts to have the arrearages forgiven were unsuccessful as the City asserted that pursuant to Maryland law it was unable to do so. Id. at 362, 857 A.2d 529. The circuit court agreed and the father appealed.
Before this Court, the father argued that Family Law Article § 5-1038(b) permitted a court to modify or set aside a child support order if it was in the best interests of the children. Id. at 363, 857 A.2d 529. The City on the other hand, contended that Fam. Law § 12-104 stated that a court may not modify a child support award retroactively prior to the date the motion for modification was filed. Id. Acknowledging that these two provisions competed with each other, we applied the rules of statutory construction to conclude that Fam. Law. § 12-104 controlled and prohibited the court from retroactively modifying the order. Id. "[W]hen construing two statutes that involve the same subject matter, a harmonious interpretation of the statutes is `strongly favor[ed]. . . where two enactments—one general, the other specific—appear to cover the same subject, the specific enactment applies.'" Id. at 364-65, 857 A.2d 529. Applying this rule, and considering the statute in context of his legislative history, we held that Fam. Law § 5-1038 was more general than Fam. Law § 12-104 and accordingly, the latter controlled the situation. Id. at 371, 857 A.2d 529. We also noted: "we do not rely solely on the specific v. general distinction to interpret these statutes. In addition to Fam. Law § 12-104(b) being the more specific enactment, it is also the later enactment. Family Law Article § 12-104 was enacted in 1988, at a time when FL section 5-1038(b) had long
In the case at bar, we hold that a dealer may charge and retain the electronic titling fee and not violate CLEC. We elaborate. The legislative history of CLEC, post-Biggus, reflects that the General Assembly intended that CLEC exclusively govern when being posed with other credit transaction statutes. While LSI did elect to have CLEC govern the transaction, this does not render other non-credit transaction Maryland laws inapplicable. Consequently, the requirements of statutes in other Articles of the Maryland Code could apply to a CLEC transaction. Between Com. Law § 12-1005(d) and Transp. § 13-610, the latter is the more specific of the two. CLEC generally prohibits the charging and collection of fees. Transp. § 13-610 authorizes the collection of a fee for the service of electronically registering a purchased vehicle. While CLEC generally refers to "reasonable fees", the Transportation Article specifically refers to the fee associated with electronic registration. Furthermore, Transp. § 13-610 is the more recent of the two, and as Maryland Courts have repeatedly acknowledged, a more recent statute takes precedence over an earlier enacted one in situations of conflict. CLEC was enacted in 1983 and the language of Com. Law § 12-1005 has remained essentially the same since then. The electronic titling fee, Transp. § 13-610 was enacted a decade later. The new statute was "[for] the purpose of authorizing a licensed vehicle dealer to issue permanent registration plates to the transferee of a vehicle if the dealer electronically transmits certain required information to the Motor Vehicle Administration; [and] authorizing a dealer to charge a fee to cover the actual cost of the electronic information transmission service." 1993 Maryland Laws Ch. 630 (H.B. 740). It was intended to benefit all parties involved in an automobile purchase or transfer, including the buyer, the dealer, and the MVA. The General Assembly had recently amended CLEC in response to Biggus. If it desired to prohibit the new fee authorized by Transp. § 13-610, it could have done so.
Our conclusion that, as an exception to Com. Law § 12-1005(d), the electronic titling fee may be collected and retained by a dealer, is also consistent with prior interpretations of this issue by the Attorney General's office. In a letter dated April 18, 1995, the Attorney General's office issued an informal advisory letter in response to an inquiry on this exact issue.
In summary, based on the principles of statutory construction and the legislative history of CLEC, we hold that a licensed dealer may charge and retain the electronic titling fee in financed sales governed by CLEC.
As explained previously, under Transp. § 13-809, all dealers in Maryland are required to collect excise taxes upon sale of a vehicle. There is no dispute that in this case, the applicable excise tax is authorized by Transp. § 13-809:
In accordance with this statute, LSI collected $2,398.50, or 6% of the price of appellee's Lexus. Transp. § 13-812 permits a tax allowance, which allows a dealer to keep either $24 or 1.2% of the gross excise tax, whichever is smallest.
Before the circuit court, and on appeal, LSI challenges appellee's standing to contest its retention of the excise tax allowance. The crux of this argument is that appellee lacks standing because she sustained no injury. LSI maintains that regardless of whether LSI forwarded the entire $2,398.50 to the State or, as it did, forwarded $2,374.50 to the State and opted to retain $24, appellee was never entitled to any of the money. Accordingly, LSI avers there can be no injury because she would have to pay the 6% excise tax regardless. We observe that appellee has standing because if in fact the retention of the $24 violates CLEC, she would be entitled to penalties proscribed by CLEC. Consequently, she has standing to challenge the retention of the tax allowance.
Nonetheless, we conclude that the circuit court erred in finding that LSI could not retain the tax allowance. Com. Law § 12-1005 governs charges and fees. Black's Law Dictionary defines a fee as "[a] charge or payment for labor or services, esp. professional services", and a charge as a "[p]rice, cost, or expense." Black's Law Dictionary (10th ed.2014). A tax allowance is a portion of a tax that a party is permitted to maintain instead of forwarding to the state.