GREENE, J.
In the instant case we are asked to consider the extent to which multiple documents executed on the same day during the course of the purchase and financing of an automobile may be read together as constituting the entire agreement between the parties. In particular, we address whether the Code of Maryland Regulations ("COMAR") 11.12.01.15(A),
This case arises from Petitioners', Willie Mae Ford and Rashad Earle Beale, purchase and finance of an automobile from Respondent, Antwerpen Motorcars Ltd. ("Antwerpen"), on April 24, 2010. Petitioners aver that Antwerpen failed to properly disclose the vehicle's history, including its involvement in a collision and use as a short-term rental. The gravamen of Petitioners' dispute before this Court concerns not the vehicle's history, but rather the existence, or lack thereof, of an agreement to arbitrate disputes under the terms of the vehicle sales contract. In determining whether Petitioners' claims against Antwerpen are subject to a mandatory arbitration provision, we consider two documents executed by the parties during the transaction. On the same day, Petitioners executed both a Buyer's Order — which sets forth the purchase price — and a Retail Installment Sales Contract ("RISC") — which contains the financing terms of the purchase.
In relevant part, the Buyer's Order provides:
Buyer(s) (also referred to as "You") and Dealer agree that if any Dispute arises, the Dispute will be resolved by binding arbitration[.]
Petitioners' signatures appear directly below the language contained in the Agreement to Arbitrate.
The RISC, which sets forth the terms of the financing agreement between Petitioners and Antwerpen, does not include an agreement to arbitrate. Specifically, the RISC provides that "You, the Buyer (and Co-Buyer, if any), may buy the vehicle below for cash or on credit. By signing this contract, you choose to buy the vehicle on credit under the agreements on the front and back of this contract." Following the various financing terms contained in the agreement, the RISC provides, in relevant part, that
Petitioners filed their Complaint in the Circuit Court for Baltimore City on April 29, 2013, after discovering the vehicle's alleged incident history. In their Complaint, Petitioners asserted the following causes of action against Antwerpen: Breach of Implied Warranty of Merchantability (Count I); violation of the Maryland Consumer Protection Act (Count II); Deceit by Non-Disclosure or Concealment of Prior Rental and Accident (Counts III-IV); Negligent Misrepresentation (Count V); and Contract (Count VI). Antwerpen moved to compel arbitration on the basis of the Agreement to Arbitrate contained in the Buyer's Order. Petitioners opposed Antwerpen's motion on the grounds that the language of the Buyer's Order was superseded by the RISC, which contained no arbitration agreement. Following a hearing on Antwerpen's motion on October 21, 2013, the Circuit Court entered an order granting Antwerpen's Motion to Compel Arbitration.
On November 18, 2013, Petitioners appealed to the Court of Special Appeals seeking a reversal of the judgment entered in the Circuit Court. Prior to any proceedings
As explained in greater detail below, we shall answer that question in the affirmative and hold that, for the purposes of the instant case, the Buyer's Order may be construed together with the RISC as evincing the entire agreement between the parties. Accordingly, we affirm the judgment of the Circuit Court.
An order compelling arbitration is a final and appealable judgment of the trial court. Holloman v. Circuit City Stores, Inc., 391 Md. 580, 588, 894 A.2d 547, 551 (2006). "The trial court's conclusion as to whether a particular dispute is subject to arbitration is a conclusion of law," which we review for legal correctness. Walther v. Sovereign Bank, 386 Md. 412, 422, 872 A.2d 735, 741 (2005); Holloman, 391 Md. at 588, 894 A.2d at 551. When reviewing a trial court's decision compelling arbitration, our role "`extends only to a determination of the existence of an arbitration agreement.'" Walther, 386 Md. at 422, 872 A.2d at 741 (quoting Allstate Ins. Co. v. Stinebaugh, 374 Md. 631, 645, 824 A.2d 87, 95 (2003)).
The parties' present dispute concerns the existence of an agreement to arbitrate contained in the Buyer's Order and, in particular, whether multiple documents signed during the purchase and finance of the vehicle may be read together as constituting the entire agreement between the parties to a vehicle sales contract. "The issue of whether an agreement to arbitrate exists is governed by contract principles." Holloman, 391 Md. at 590, 894 A.2d at 552; Walther, 386 Md. at 425, 872 A.2d at 743 (citation omitted) ("Whether a valid arbitration agreement exists ... `depends on contract principles since arbitration is a matter of contract.'"); Curtis G. Testerman Co. v. Buck, 340 Md. 569, 579, 667 A.2d 649, 654 (1995) (citation omitted) ("Arbitration is `consensual; a creature of contract.... In the absence of an express arbitration agreement, no party may be compelled to submit to arbitration in contravention of its right to legal process.'").
"The fundamental rule in the construction and interpretation of contracts is that the intention of the parties as expressed in the language of the contract controls the analysis." Buck, 340 Md. at 580, 667 A.2d at 654. "In construing contracts, Maryland follows the objective interpretation principle. If the language of the contract is unambiguous, we give effect to its plain meaning and do not delve into what the parties may have subjectively intended." Rourke v. Amchem Prods., Inc., 384 Md. 329, 354, 863 A.2d 926, 941 (2004). "`[A] party who signs a contract is presumed to have read and understood its terms and as such will be bound by its execution.' ... `[W]e are loath to rescind a conspicuous agreement that was signed by a party whom now, for whatever reason, does not desire to fulfill that agreement.'" Koons Ford of Balt., Inc. v. Lobach, 398 Md. 38, 46, 919 A.2d 722, 727 (2007) (citations omitted).
Where the vehicle is financed by the dealer, Petitioners assert that the RISC alone serves as the "vehicle sales contract," because the RISC contains both the principal amount and interest charged. See Md.Code (1977, 2012 Repl.Vol., 2014 Supp.), § 15-311 of the Transportation Article ("A contract for the sale of a vehicle by a dealer shall contain ... [t]he principal amount charged for the vehicle; [and] any interest charged on the principal amount[.]"). Petitioners further maintain that the RISC, itself, purports to be the entire agreement between the parties because it provides that "[b]y signing this contract, you choose to buy the vehicle on credit under the agreements on the front and back of this contract." Accordingly, the RISC, in Petitioners' view, must include all of the agreements between the parties within the four-corners of that document. Hence, Petitioners conclude that the failure of Antwerpen to include the arbitration provision within the RISC means that no such agreement exists and arbitration may not be compelled. This failure, they contend, renders the RISC and the Buyer's Order inconsistent and, as a result, the documents cannot be read together as one agreement.
Antwerpen argues that, under well-established contract law, the Buyer's Order and RISC may be construed together as evincing the entire agreement of the parties. See Rocks v. Brosius, 241 Md. 612, 637, 217 A.2d 531, 545 (1966). Antwerpen points out that, contrary to Petitioners' contention that the RISC contains an integration provision, the RISC incorporates by reference the Buyer's Order and its arbitration provision by providing that "[t]his contract
We disagree with Petitioners that COMAR 11.12.01.15(A) supplants our longstanding common law contract principles
See also Rourke, 384 Md. at 354, 863 A.2d at 941 ("Where the contract comprises two or more documents, the documents are to be construed together, harmoniously, so that, to the extent possible, all of the provisions can be given effect.").
Since 1978, COMAR 11.12.01.15(A) has provided that "[e]very vehicle sales contract or agreement shall be evinced by an instrument in writing containing all of the agreements of the parties." See 5:12 Md. R. 981 (June 16, 1978); 5:17 Md. R. 1331 (August 25, 1978). Contrary to Petitioners' labeling of this regulation as the "Single Document Rule," the term "single" is absent from the language. Nor is there any indication in our jurisprudence that, as a result of the use of the singular term "an instrument," a vehicle sales contract may not, as a matter of law, incorporate multiple documents by reference. To the contrary, the mere use of a singular term such as "an instrument" or "a contract," does not prevent the application of the principles in Rocks and Rourke.
Petitioners have provided this Court with several opinions, which in Petitioners' view have "consistently and repeatedly reenforced the requirement that all agreements... must be contained in one instrument, and have recognized that only the financing agreement or RISC contains all of the agreements of the parties." Upon review, the authorities provided, none of which are binding upon this Court,
To the extent the opinions Petitioners have provided this Court suggest that, in the context of a vehicle sale financed by
In determining whether the arbitration agreement in the Buyer's Order was enforceable, the court noted that:
Id. at 700 n. 8 (emphasis added). Despite the presence of an integration clause in the RISC, the court concluded that "Rota-McLarty has failed to establish that the RISC's integration clause prevents reading both [the Buyer's Order and the RISC] together as a single agreement." Id. at 700.
Petitioners aver that reliance upon the footnote in Rota-McLarty is inappropriate because, in their view, the issue of the "Single Document Rule" had not been properly raised before that court. We need not resolve the present dispute on the basis of Rota-McLarty, however. As explained above, Petitioners have failed to provide this Court with any persuasive or binding authority to support their proposition that only a single document by itself may constitute the parties' agreement.
Turning to the language of the documents before this Court, the Buyer's Order and the RISC, reviewed and signed by Petitioners on the same day, indicate an intention that the documents be construed together as part of the same transaction. Notably, the RISC incorporates the Buyer's Order by reference and provides that
Similarly, the Buyer's Order states that "[t]he front and back of this buyer's order,
We reject Petitioners' contention that the language, "[b]y signing this contract, you choose to buy the vehicle on credit under the agreements on the front and back of this contract" means that the RISC purported to be the sole document considered for the purposes of the agreement between the parties and necessarily superseded the Buyer's Order. Absent from this language is any indication that any prior agreements, such as the Buyer's Order executed only moments prior to the RISC, were no longer of any force or effect as Petitioners suggest. As noted above, one of the agreements contained in the RISC requiring Petitioners' signatures was that "[t]his contract along with all other documents signed by you in connection with the purchase of this vehicle, comprise the entire agreement."
Accordingly, under our long standing common law contract principles as expressed in Rocks and Rourke, multiple documents may be construed together as evincing the entire agreement of the parties to a vehicle sales contract. The RISC and the Buyer's Order in the present case indicate an intention that they are to be read together as constituting one transaction.
BATTAGLIA and McDONALD, JJ., concur in the judgment.
McDONALD, J., concurring in the judgment, which BATTAGLIA, J., joins
In fantasy literature devoted to the battle between good and evil, the allegiance of elves, orcs, dwarfs, and goblins is readily apparent.
I have attached to this opinion the "buyer's order"
There are significant differences between these two documents. Pertinent to
The fine print at the bottom of the buyer's order states that "[t]he front and back of this buyer's order, along with other documents signed by You in connection with this order, comprise the entire agreement between the parties affecting this purchase ..." The RISC contains a similar reference to "all other documents signed by you." There is no indication in either document, nor is the record clear, as to the universe of "other documents" signed in connection with the purchase of this vehicle that are incorporated by reference. In any event, the universe of documents that comprise the transaction is apparently not confined to signed documents. The bottom of the rear side of the "buyer's order" states that "The information that you see on the window form for this vehicle is part of this contract. The information on the window form overrides any contrary provisions in the contract of sale."
In an apparent effort to improve the possibility that a consumer might be aware of all of the terms affecting a purchase of a car, the Motor Vehicle Administration ("MVA") has adopted a regulation that indisputably applies to the transaction in this case. That regulation provides:
COMAR 11.12.01.15(A) (emphasis added). The plain language of the regulation establishes what might be called a "single instrument rule" for car sales. Ms. Ford and Mr. Beale base their appeal entirely on the notion that this means a single document and that the RISC, which does not contain an arbitration provision, is that document. Antwerpen counters that the requisite instrument may be comprised of multiple documents and here includes the buyer's order. The Majority agrees with Antwerpen and concludes that arbitration clause in the buyer's order was not superseded by the RISC.
I agree that a single instrument may be comprised of more than one document and, on that narrow point, given the language of these documents,
Judge BATTAGLIA has advised that she joins this opinion.
Petitioners also cite to two decisions from the intermediate appellate court, see Sabmd, LLC v. Ross, No. 2277 (Ct.Spec.App.2006), Smith v. Rosenthal Toyota, Inc., 83 Md.App. 55, 573 A.2d 418 (1990). With respect to Smith, Petitioners rely on a single footnote which (1) addresses an inapplicable act and (2) does not consider the possibility of incorporating by reference an arbitration provision.
Lastly, Petitioners have provided this Court with a letter of advisement from an assistant attorney general provided to the Motor Vehicle Administration which unequivocally provides that it is