Ford v. Antwerpen Motorcars Ltd.

⁴⁷³ 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), 1 which Petitioners have referred to as the “Single Document Rule,” 2 prevents an automobile dealer from relying on an arbitration provision found in a Buyer’s Order, 3 but not explicitly within the four corners of the Retail Installment Sales Contract (“RISC”). We conclude that COMAR 11.12.01.15(A) does not, as Petitioners suggest, displace our common law contract principles permitting multiple documents from being construed together as evincing the entire agreement of the parties. Rourke v. Amchem Prods., Inc., 384 Md. 329, 354 , 863 A.2d 926, 941 (2004); Rocks v. Brosius, 241 Md. 612, 637 , 217 A.2d 531, 545 (1966).

I. FACTUAL AND PROCEDURAL BACKGROUND 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 faded to properly disclose the vehicle’s history, including its involvement in a collision and use as a short-term rental. The ⁴⁷⁴ 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: AGREEMENT TO ARBITRATE DISPUTES Buyer(s) (also referred to as “You”) and Dealer agree that if any Dispute arises, the Dispute will be resolved by binding arbitration[.] A Dispute is any question as to whether something must be mediated and the terms and procedures of the mediation, as well as any allegation concerning a violation of a sales state or federal statute that may be subject of mediation, any monetary claim whether contract, tort, or other, arising from the negotiation of and terms of the Buyer’s Order, any service contract or insurance product, or any retail installment sale contract or lease (but this mediation agreement does not apply to and shall not be binding on any assignee thereof). The parties understand that they are waiving their rights to jury a trial and class consideration of all claims and disputes between them not specifically exempted from arbitration in this Agreement. The 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. ⁴⁷⁵ 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 “[t]his contract along with all other documents signed by you in connection with the purchase of this vehicle, comprise the entire agreement between you and us affecting this purchase.” (Emphasis added). Petitioners’ signatures are located two sentences after this provision.

The RISC further provides that it is governed by the Creditor Grantor Closed End Credit Provisions (“CLEC”), Md.Code (1975, 2013 Repl.Vol., 2014 Supp.), § 12-1001 et seq. of the Commercial Law Article (“Com. Law”). 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. ⁴⁷⁶ 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 in the Court of Special Appeals, we granted Petitioners’ certiorari petition, Ford v. Antwerpen Motorcars, 440 Md. 114 , 99 A.3d 778 (2014), to consider the following question: (1) Under Maryland contract law, is an arbitration provision not contained in a vehicle sales contract, but found in a Buyer’s Order executed on the same day, enforceable where the applicable Maryland regulations require vehicle sales contracts to “contain[] all agreements of the parties”?

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.

II

STANDARD OF REVIEW An order compelling arbitration is a final and appeal-able 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)).

III

DISCUSSION 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 ⁴⁷⁷ 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). Petitioners contend that the Circuit Court erred in granting Antwerpen’s motion by construing the arbitration provision contained in the Buyer’s Order together with the RISC.

In Petitioners’ view, the RISC constitutes the vehicle sales contract, and it does not contain an arbitration clause. Therefore, Petitioners contend that the RISC and the Buyer’s Order, as a matter of law, are separate agreements that may not be read together. In support of their position, Petitioners rely sub ⁴⁷⁸ stantially upon the language of COMAR 11.12.01.15(A), which Petitioners refer to as the “Single Document Rule.” This regulation provides that “[e]very vehicle sales contract or agreement shall be evinced by an instrument in writing containing all of the agreements of the parties.” Petitioners, directing this Court to the use of the singular term “an instrument,” aver that “[t]his means that, even if a contract in other situations might be comprised of several documents, in a car sale in Maryland COMAR requires all the terms of the contract must be contained in one document, or ‘instrument’ [sic].” 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’