Liverpool v. Baltimore Diamond Exchange Inc.

HARRELL, Judge. This case was initiated by Noel S. Liverpool, Petitioner, against Baltimore Diamond Exchange, Inc., d/b/a Radcliffe Jewelers, Respondent, as a civil action in the District Court of Maryland, sitting in Baltimore County. Petitioner’s complaint for money damages was based on Respondent’s alleged violations of the Maryland Layaway Sales Act (“the Act”), codified in Maryland Code (1978, 1990 RepLVol.), Commercial Law Article, §§ 14-1101-14-1110. 1 The instant case requires that we address the construction and interpretation of the Act for the first time since its enactment in 1978. The issue here is whether Petitioner’s purchase in October 1998 of a certain watch from Respondent’s jewelry store constituted a layaway agreement subject to the obligations and remedies provided under the Act. 2 After a bench trial on 2 November 2000, the District Court judge found that the disputed sales transaction constituted a “bona fide C.O.D. transaction” as defined by the Act and, as such, was expressly excluded from the additional protections afforded under the Act by virtue of § 14 — 1101(g)(3), which provides that a laya ³⁰⁷ way agreement “does not include a bona fide C.O.D. transaction.” 3 Concluding that the Act did not apply under the circumstances, the trial judge deducted Respondent’s lost profit from Petitioner’s down payment of $4,620, and entered a judgment in Petitioner’s favor for the balance in the amount of $2,870, together with costs.

Petitioner noted a timely appeal to the Circuit Court for Baltimore County, pursuant to Maryland Rule 7-103 4 and Md.Code (1998 Repl.Vol., 2001 Supp.), Courts & Judicial Proceedings Art., § 12M08(a), 5 alleging that the trial judge erred as a matter of law by mis-characterizing the sale as an exempt “C.O.D. transaction.” The Circuit Court affirmed the District Court’s judgment. We granted Petitioner’s timely petition for writ of certiorari, Liverpool v. Balt. Diamond Exch., Inc., d/b/a Radcliffe Jewelers, 3 66 Md. 274 , 783 A.2d 653 (2001), which raised the following questions: (1) Does an agreement for the sale of consumer goods, which satisfies the definition of a “special order transac ³⁰⁸ tion,” also have to satisfy the definition of a “layaway agreement” in order to be protected by the Maryland Layaway Sales Act? (2) Can an agreement that satisfies the definition of a “special order transaction” also constitute a “C.O.D. transaction”?

The Record We recount the underlying facts as reviewed by the Circuit •Court: This appeal arises from an October 22, 1998 transaction Mr. Liverpool conducted at The Baltimore Diamond Exchange, doing business as Radcliffe Jewelers (“Radcliffe’s”) in Towsontowne Center, while shopping for a Christmas present for his wife. Mr. Liverpool selected a Philippe Charriol 6 watch from a catalogue of goods sold at Radcliffe’s. Although the price listed in the catalogue was $10,500, Mr. Liverpool negotiated the price down to $7,000. Because the item had to be special ordered, he was told he had to put down at least a 50% deposit.

Mr. Liverpool paid a downpayment of $4,620, with the balance to be paid when the item was delivered prior to Christmas. The sales receipt that was issued did not mark the item as a special order. Radcliffe’s stated this was an “oversight.” The watch that was ordered is characterized as a “limited edition watch.” Radcliffe’s placed a special order for the watch, which included Mr. Liverpool’s particular specifications, and checked with the manufacturer to see if it would be available, since it was a limited piece. The order was placed by Radcliffe’s in late October, and Radcliffe’s was billed for the item.

When it was delivered, Radcliffe’s attempted on numerous occasions to page Mr. Liverpool, but received no response. According to Mr. Liverpool’s ³⁰⁹ testimony, when the watch was not available by Christmas, it slipped his mind until he returned to the store the following year. The testimony was disputed as to what occurred thereafter, but specific findings on what then occurred are of no real consequence to the legal analysis. 7 At some point, Mr. Liverpool demanded his money back, and the store refused. The watch was ultimately sold for $5,250 which constitutes a loss of profit on the original transaction with Mr. Liverpool of $1,750.

At trial, Mr. Liverpool contended that Radcliffe’s violated the provisions of Maryland’s Layaway Sales Act, Md. Commercial Law (“CL”), § 14-1101, et seq., and accordingly sought treble damages on his initial downpayment of $4,620, together with attorney’s fees in the amount of $4,500. [The District Court judge] ultimately found that the sale constituted a bona fide C.O.D. transaction, and therefore was not governed by the Layaway Sales Act. Accordingly, [she] determined that Mr. Liverpool was entitled to a return of his deposit of $4,620, less the $1,750 in lost profit, and entered judgment in the amount of $2,870. Analysis As we recently stated in Insurance Co. of North America v. Miller, 362 Md. 361, 372 , 765 A.2d 587, 593 (2001), ³¹⁰ In an action tried without a jury, an appellate court ‘will review the case on both the law and the evidence. It will not set aside the judgment of the trial court on the evidence unless clearly erroneous, and will give due regard to the opportunity of the trial court to judge the credibility of the witnesses.’ Md. Rule 8 — 131(c).

However, ‘[t]he clearly erroneous standard for appellate review in [Md. Rule 8-131] section (c) ... does not apply to a trial court’s determinations of legal questions or conclusions of law based on findings of fact.’ Heat & Power Corp. v. Air Prods. & Chem. Inc., 320 Md. 584, 591 , 578 A.2d 1202, 1205 (1990). In the present case, there are no genuine disputes as to the material facts. As the issue is solely a question of statutory construction and, thus, a question of law, we review the matter de novo.

See Total Audio-Visual Sys., Inc. v. Dep’t of Labor, Licensing and Regulation, 360 Md. 387, 394 , 758 A.2d 124, 128 (2000); Catonsville Nursing Home, Inc. v. Loveman, 349 Md. 560, 575 , 709 A.2d 749, 756 (1998); Lacy v. Arvin, 140 Md. App. 412, 421 , 780 A.2d 1180, 1185-86 (2001). Petitioner contends his purchase of the watch was a “special order transaction,” and that “the Layaway Sales Act [applies] if the sale is either a ... layaway agreement or a special order transaction” as defined by the Act. See §§ 14-1101(g)(1) & (2), 14-1101(k). Petitioner further asserts that the C.O.D. exclusion does not apply under the circumstances, arguing that the Act “explicitly dictates that a transaction cannot be both a ‘special order transaction’ and a ‘C.O.D. transaction’ ” simultaneously.

Accordingly, Petitioner asserts “the trial court and Circuit Court erred in finding that [Petitioner’s] transaction with [Respondent] was not subject to the Maryland Layaway Sales Act.” Respondent does not dispute the characterization of the sale as a special order transaction, nor is it disputed that a special order transaction is within the scope of the Act. The real controversy, Respondent explains, is whether a special order transaction is subject to the C.O.D. exclusion. Respondent argues that the Legislature’s placement of the C.O.D. exclusion immediately following the definition of layaway agree ³¹¹ ment in § 14 — 1101(g)(1), as enlarged to include special order transactions in subsection (g)(2), made it “clear that the General Assembly intended the C.O.D. exclusion to apply to a Tsjpecial order transaction.’ ” Accordingly, Respondent asserts this sales transaction was “an excluded C.O.D. transaction.” I. The Maryland Layaway Sales Act, presently codified at Md.Code (1978, 2000 Repl.Vol.), Commercial Law Art., §§ 14-1101-14-1110, was enacted initially in 1978. See Chapter 673 of the Acts of 1978.

The stated purpose of the Act is to “regulatfe] layaway salesL ][and] requir[e] certain disclosure! ][and] rights of cancellation and refund.” The statute establishes procedures to be followed by a seller and a buyer who enter into a layaway agreement and provides for their respective remedies in case of default. Section 14-1101 contains definitions of ten basic terms used in the Act. Among, them, a “layaway agreement” is defined in § 14-1101(g) as follows: Layaway agreement. — (1) “Layaway agreement” means a contract for the retail sale of consumer goods, 8 negotiated or entered into in the State, under which: (i) Part or all of the layaway price 9 is payable in one or more payments subsequent to the making of the layaway agreement; and ³¹² (ii) The consumer goods are specific existing consumer goods identified from the seller’s stock or inventory at the time of the making of the layaway agreement; and (iii) The seller retains possession of the consumer goods and bears the risk of their loss or damage until the layaway price is paid in full. (2) “Layaway agreement” includes a “special order transaction, ” as defined in this section.

(3) “Layaway agreement” does not include a bona fide C.O.D. transaction. (4) “Layaway agreement” does not include any form of layaway agreement where the buyer can default without any penalty, other than a maximum service charge of $1. (Emphasis added). As indicated above, subsection (g)(3) expressly excludes from the definition of layaway agreement a “bona fide C.O.D. transaction,” which is further defined in § 14-1101(d) as follows: C.O.D. transaction. — “C.O.D. transaction” means an agreement by which the seller requires the buyer to pay the full cash price of the consumer goods upon delivery or tender of delivery by the seller, less any down payment 10 made by the buyer.

A C.O.D. transaction does not include an agreement by which the seller requires the buyer, to pay interim payments before delivery or tender of delivery of the consumer goods by the seller. Subsection (g)(2) provides that a layaway agreement “includes a ‘special order transaction,’ ” which is separately defined in § 14-1101(k) as follows: Special order transaction. — “Special order transaction” means a contract for the retail sale of consumer goods, negotiated or entered into in the State, under which either: ³¹³ (1) Consumer goods: (1) Are ordered by the buyer to the buyer’s unique specifications; (ii) Are not carried by the seller, either in the seller’s showroom nr warehouse; (iii) Are ordered from a manufacturer or supplier; and (iv) Are not resalable by the seller at the sale price negotiated with the buyer; or (2) Consumer goods which have been altered at the request of the buyer so that the goods are no longer salable to the general public. In accordance with the Act, a sales transaction that qualifies as a layaway agreement must be in writing, signed by the parties, 11 and contain certain disclosures relative to the terms of the agreement. 12 Moreover, the Act establishes certain ³¹⁴ obligations of the seller in a layaway sales transaction, 13 and ³¹⁵ provides the seller remedies in case of buyer default. 14 In the event a seller fails to comply with §§ 14-1102, 14-1103, or 14-1104, the buyer is provided remedies in accordance with § 14-1109, which provides: (a) Remedies of buyer. — If the seller fails to comply with §§ 14-1102, 14-1103, or 14-1104, the buyer, before delivery by the seller and acceptance by the buyer of consumer goods purchased under a layaway agreement, may cancel the layaway agreement and receive from the seller a refund of all payments made under the layaway agreement and the return of any goods or property traded in. ³¹⁶ (b) Penalty. — Any seller who makes a layaway sale in violation of this subtitle is liable to the buyer for a penalty amount equal to three times the amount paid by the buyer under the layaway agreement, plus reasonable attorney’s fees. Any seller who demonstrates that a violation was nonwillful is not liable for the penalty or attorney’s fees.

The penalty provided in this subsection is in addition to that provided in subsection (a) of this section. (c) Proceeding under Title 13. — If the Division of Consumer Protection, Office of the Attorney General has reason to believe that any seller has violated any provision of this subtitle, the Division may institute a proceeding under Title 13 of this article. In the instant case, Petitioner seeks to invoke the Act’s remedial provisions, seeking treble damages in the amount of $13,860, together with attorney fees in the amount of $4,500. 15 n. We note that “[t]he goal with which we approach the interpretation of a statute ... is to determine the intention of the Legislature enacting it.” County Council v. Dutcher, 365 Md. 399, 416 , 780 A.2d 1137, 1147 (2001).

In Mayor of Baltimore v. Chase, 360 Md. 121,128 , 756 A.2d 987, 991 (2000), we instructed: Of course, the cardinal rule is to ascertain and effectuate legislative intent. To this end, we begin our inquiry with the words of the statute and, ordinarily, when the words of the statute are clear and unambiguous, according to their commonly understood meaning, we end our inquiry there also. Where the statutory language is plain and unambiguous, a court may neither add nor delete language so as to ‘reflect ³¹⁷ an intent not evidenced in that language,’ nor may it construe the statute with “ ‘forced or subtle interpretations’ that limit or extend its application.” Moreover, whenever possible, a statute should be read so that no word, clause, sentence or phrase is rendered superfluous or nugatory. (quoting Chesapeake and Potomac Tel.

Co. of Md. v. Dir. of Fin. for Mayor of Balt., 343 Md. 567, 578-79 , 683 A.2d 512, 517-18 (1996) (internal citations omitted)). We have acknowledged that, in ascertaining a statute’s meaning, we must consider the context in which a statute appears. See Chase, 360 Md. at 129 , 756 A.2d at 991-92 ; Morris v. Prince George’s County, 319 Md. 597, 604 , 573 A.2d 1346, 1349 (1990); State v. 149 Slot Mach., 310 Md. 356, 361 , 529 A.2d 817, 819 (1987). In this regard we have instructed: When the statute to be interpreted is part of a statutory scheme, it must be interpreted in that context.

That means that, when interpreting any statute, the statute as a whole must be construed, interpreting each provision of the statute in the context of the entire statutory scheme. Thus, statutes on the same subject are to be read together and harmonized to the extent possible, reading them so as to avoid rendering either of them, or any portion, meaningless, surplusage, superfluous or nugatory. Whiting-Turner Contracting Co. v. Fitzpatrick, 366 Md. 295, 302-03 , 783 A.2d 667, 671 (2001) (internal quotations omitted) (citations omitted). On the other hand, “where the meaning of the plain language of the statute, or the language itself, is unclear, ‘we seek to discern legislative intent from surrounding circumstances, such as legislative history, prior case law, and the purposes upon which the statutory framework was based.’ ” Webster v. State, 359 Md. 465, 480 , 754 A.2d 1004, 1012 (2000) (quoting Lewis v. State, 348 Md. 648, 653 , 705 A.2d 1128, 1131 (1998)).

See also Whiting-Turner, 366 Md. at 302 , 783 A.2d at 670-71 (“Only if the words of the statute are ambiguous need we seek the Legislature’s intent in the legislative history or ³¹⁸ other extraneous sources.”). We recently explained the rules applicable when the terms of a statute are ambiguous: ‘When the words of a statutory provision are reasonably capable of more than one meaning, and we examine the circumstances surrounding the enactment of a legislative provision in an effort to discern legislative intent, we interpret the meaning and effect of the language in light of the objectives and purposes of the provision enacted. Such an interpretation must be reasonable and consonant with logic and common sense. In addition, we seek to avoid construing a statute in a manner that leads to an illogical or untenable outcome.

Webster, 359 Md. at 480 , 754 A.2d at 1012 (quoting Lewis v. State, 348 Md. 648, 654 , 705 A.2d 1128, 1131 (1998) (internal citations omitted)). We defined the term “ambiguity” as “reasonably capable of more than one meaning,” see Webster, 359 Md. at 480-81 , 754 A.2d at 1012 (citation omitted), and further explained that: ‘language can be regarded as ambiguous in two different respects: 1) it may be intrinsically unclear ...; or 2) its intrinsic meaning may be fairly clear, but its application to a particular object or circumstance may be uncertain.’ Thus, a term which is unambiguous in one context may be ambiguous in another. Webster, 359 Md. at 481 , 754 A.2d at 1012 (citations omitted).

III

That the sales transaction in the present case was a special order purchase is not disputed by the parties. 16 Moreover, ³¹⁹ while there is no record transcript of the trial judge’s oral ruling or reasoning, see supra note 3, the Circuit Court judge found that the trial judge “concluded ... that [the watch] was a special order item” and that this conclusion was supported by the record. We agree. Petitioner’s purchase of the watch satisfies the requisite elements of a special order transaction: (1) Petitioner ordered a watch from Respondent based on his particular specifications; 17 (2) the watch was not available in Respondent’s showroom or warehouse; 18 (3) the watch was ordered directly from the manufacturer/supplier; 19 and finally, (4) Respondent was unable to sell the watch at the price originally negotiated with Petitioner, ultimately selling the watch, at a loss, more than one year later in an arms-length transaction. 20 See § 14-1101 (k)(l)(i)-(iv). ³²⁰ The linchpin of Petitioner’s claim is that the Act is applicable to special order transactions. Recognizing, however, a patent incongruity between the requisite elements to create a layaway agreement as provided in subsection (g)(1), and those creating a special order transaction enumerated in § 14 — 1101(k)(l)(i)—(iv), Petitioner contends that the Legislature’s placement of “special order transaction” in the inclusion portion of the definition of “layaway agreement” was meant to enlarge the definition of layaway agreement, and not merely as an illustration, thus providing “an alternative means to invoke the protection of the Layaway Sales Act.” (Emphasis added).

See subsection (g)(2). In this vein, Petitioner argues the Circuit Court erred by imposing upon Petitioner the impossible task of proving “the elements of both a ‘special order transaction’ and a ‘layaway agreement’ ” simultaneously. Petitioner correctly points out that the definitions of “layaway agreement” and “special order transaction” are incompatible. 21 On the one hand, to qualify as a layaway agreement, a sales transaction must be for consumer goods that are “identified from the seller’s stock or inventory at the time of the making of the layaway agreement.” § 14-1101(g)(l)(ii). In contrast, a “special order transaction” requires the sales transaction to be for consumer goods “not carried by the seller, either in the seller’s showroom or warehouse,” and “ordered from a manufacturer or supplier.” § 14 — 1101(k)(l)(ii), (iii).

Accordingly, while the Legislature’s use of the term “includes” in subsection (g)(2) may appear to introduce “special order transaction” as an illustration of a “layaway agreement,” the ³²¹ mutual exclusivity of the respective elements when read in conjunction with each other, introduces an element of ambiguity that requires judicial interpretation of the term “includes” as it is used in subsection (g)(2). 22 Admittedly, the term “includes,” by itself, is not free from ambiguity. See Housing Auth. of Balt. City v. Bennett, 359 Md. 356, 371 , 754 A.2d 367, 375 (2000) (recognizing that the term “including” is “somewhat ambiguous”). “Includes” has various shades of meaning, and its interpretation “depends upon the context” in which the term is used. Bennett, 359 Md. at 372 , 754 A.2d at 375-76 .

We have said that “ ‘[ordinarily, the word ‘include[s]’ means comprising by illustration [of a general term] and not by way of limitation.’ ” State v. Wiegmann, 350 Md. 585, 593 , 714 A.2d 841, 845 (1998) (quoting Group Health Ass’n v. Blumenthal, 295 Md. 104, 111 , 453 A.2d 1198, 1203 (1983)). See Md.Code (1957, 2001 Repl.Vol.), Art. 1, “Rules of Interpretation,” § 30 (“The words ‘includes’ or ‘including’ mean, unless the context requires otherwise, includes or including by way of illustration and not be way of limitation.”). We have also stated the term “includes” may “signal an expansion in meaning of previous language,” see Pacific Indem. Co. v. Interstate Fire & Cas.

Co., 302 Md. 383, 396 , 488 A.2d 486, 492 (1985), and may be interpreted to mean “and” or “in addition to.” See Pacific Indem., 302 Md. at 397 , 488 A.2d at 493 (citing Black’s Law Dictionary 687 (5th ed.1979) (defining “include” as a term that may, “according to context, express an enlargement and have the meaning of and or in addition to ”)). See also Lowry v. City of Mankato, 231 Minn. 108 , 42 N.W.2d 553, 559 (1950) (explaining “includes” is sometimes used “to add to a class a genus not naturally belonging thereto, and also in an accumulative sense and as classing that which follows with that which has already been mentioned”); 2A N. Singer, Sutherland on Statutes and Statutory Construction, § 47.07, at 152 (5th ed.1992) (noting ³²² “[i]t has been said ‘the word ‘includes’ is usually a term of enlargement, and not of limitation.... It, therefore, conveys the conclusion that there are other items includable, though not specifically enumerated (citations omitted)). It has also been construed as a word of limitation or restriction.

See Bennett, 359 Md. at 372 , 754 A.2d at 375 (acknowledging that “sometimes [the words ‘including’ or ‘includes’] are not words of illustration or enlargement”) (citing Helvering v. Morgan’s, Inc., 293 U.S. 121, 125 , 55 S.Ct. 60, 61 , 79 L.Ed. 232 (1934) (“It may be admitted that the term ‘includes’ may sometimes be taken as synonymous with ‘means.’ ”)); Frame v. Nehls, 452 Mich. 171 , 550 N.W.2d 739, 742 (1996) (“When used in the text of a statute, the word ‘includes’ can be used as a term of enlargement or of limitation, and the word in and of itself is not determinative of how it is intended to be used.”). We agree with Petitioner that, in the present context, the term “includes” manifests a legislative intent to extend application of the Act to encompass special order transactions in addition to layaway agreements as initially defined in subsection (g)(1). In reaching this conclusion we are mindful that “words in a statute must be interpreted in the context of a statute as a whole.” Bennett, 359 Md. at 372-73 , 754 A.2d at 376 . Section 14 — 1106(b) provides a seller with the option to cancel a layaway agreement if a buyer is more than fifteen days late in making a scheduled payment, see § 14-1106(a) at supra note 14, and to recover liquidated damages under one of two schemes: (1) if a buyer defaults under a layaway agreement eight or more calendar days after the date of its execution, a seller may “retain ... an amount not to exceed 10 percent of the layaway price or the total amount paid by the buyer to the date of default, whichever is less,” see § 14-1106(c) supra note 14; or (2) if a buyer defaults under a special order transaction, the seller may “exercise all rights and remedies available at either law or equity, including those rights and remedies as provided in the Uniform Commercial Code, Title 2 “Sales,” Subtitle 7 “Remedies,” of the Commercial Law Article,” see § 14-1107 supra note 14.

The legislature’s inclusion of two distinct remedies dependent on whether ³²³ a special order transaction is involved is a clear indication of its intent to provide parallel protection for both a layaway-agreement within the meaning of subsection (g)(1) and special order transactions as defined in § 14 — 1101(k). Moreover, such a construction is consonant with the legislative history of the Act. Several years prior to the enactment of the Layaway Sales Act, the Consumer Protection Division (“Division”) of the Maryland Office of the Attorney General, in accordance with its rule-making powers, 23 promulgated proposed regulations governing layaway sales transactions under the Code of Maryland Regulations (“COMAR”) former 02.01.04 Lay-Away Agreements. See 2:29 Md. R. 1743-44 (Dec. 24, 1975).

The Division’s action was prompted by its findings that layaway agreements were “handled inconsistently” and “arbitrarily structured,” and that layaway sellers provided inadequate “documentation and disclosure of the rights and obligations of the merchant and consumer ... all to the detriment of the consumer.” COMAR former 02.01.04.02, Findings. See also 2:29 Md. R. at 1743. The proposed regulations, inter alia, defined the term “lay away” 24 and proscribed certain conduct as “unfair or deceptive trade practices” and a violation within § 13-301 of Maryland’s Consumer Protection Act (“CPA”), Md.Code (1975), Commercial Law Art., § 13-101 et seq. See 2:29 Md. R. at 1743-44.

See also COMAR former 02.01.04.04, Unfair or Deceptive Trade Practices. Of particular relevance here, it became an unfair or deceptive trade practice for a layaway seller to “fail to com ³²⁴ ply” with § 12-615, the cancellation and refund provision of Maryland’s Retail Installment Sales Act (“RISA”), Md.Code (1975), Commercial Law Art., § 12-601 et seq. See COMAR former 02.01.04.04F. See also 2:29 Md. R. at 1744.

Section 12-615(a), as it pertained to layaway agreements, gave a buyer the option to cancel a layaway agreement “before delivery or tender of the goods by the seller,” see subsection (a)(1), and essentially limited a seller’s liquidated damages in such cases to' a maximum of ten percent of all payments made by the buyer, including any down payment. 25 See subsection (a)(2). See also State v. Action TV Rentals, 297 Md. 531, 552 , 467 A.2d 1000, 1011 (1983) (noting “it became a CPA unfair trade practice for a layaway seller, who treated the buyer’s failure to pay the selling price as a breach of contract, to claim damages in excess of 10% of the payments made”). The proposed regulations were subsequently adopted, without change. See 3:13 Md. R. 720 (June 23, 1976).

Notably, the Statement for Reasons of Adoption accompanying that section advised that the original draft of the proposed regulation had been modified to avoid “language which might have brought special orders within the definition of ‘layaway,’ ” an aspect which “merchants had generally considered onerous.” Id. Less than one year later, and in apparent response to merchant concern that a layaway seller was not sufficiently protected in case of buyer default in special order transactions under the remedy provided in subsection .04F., the Division adopted a new regulation exempting special order transactions ³²⁵ from regulation. 26 See COMAR former 02.01.04.06, Exemption. See also 4:16 Md. R. 1206, Statement of Reasons for Adoption of Amendment to Lay-Away Regulation (Aug. 3, 1977) (exempting “certain specific areas where the merchant has changed position to his detriment and [wa]s unable to resell specially ordered goods at the price negotiated between the merchant and the consumer at the time the order was placed”). The following year, in light of the enactment of the Layaway Sales Act, COMAR former 02.01.04 Lay-away Agreements was repealed.

See 5:16 Md. R. 1253 (August 11, 1978). Moreover, “layaway agreement” as defined by § 14-1101(g) was expressly excluded from the definition of “installment sale agreement” as defined in RISA. See Chapter 673, § 1 of the Acts of 1978. See also Md.Code (1975, 1978 Supp.), Commercial Law Art., § 12-601; Md.Code (1975, 1978 Supp.), Commercial Law Art., § 14-1108 (noting that RISA “does not apply to any sale of consumer goods regulated by [Title 14, Subtitle 11]”).

A comparison of the Act’s relevant provisions with the layaway regulations in effect prior to its enactment, presents a ³²⁶ strong correlation between the respective treatment of special order transactions and the remedies available to a layaway seller in case of buyer default. It is clear that the legislature intended to address the merchant concern of an inadequate seller’s remedy in special order transactions by its introduction of § 14-1107, which allows a seller the right to exercise “all rights and remedies available” under the U.C.C., including, as here, the right to recover the difference between the resale price and the contract price of the goods, together with incidental damages. See, e.g., § 2-706. This distinct and heightened remedy effectively eliminated the need to exclude special order transactions under the scope of the Act, while extending the obligations and remedies provided under the Act under such circumstances.

Moreover, our construction is commensurate with the statutory scheme under the CPA, 27 Md.Code (1975, 1990 Repl.Vol., 1998 Supp.), Commercial Law Art., §§ 13-101 et. seq. See § 13-102 (recognizing the “mounting concern over the increase of deceptive practices in connection with sales of merchandise,” see § 13-102(a), the General Assembly declared its intention to “set certain minimum statewide standards for the protection of consumers across the State.” See § 13 — 102(b)). See also CitaraManis v. Hallowell, 328 Md. 142, 150 , 613 A.2d 964, 968 (1992) (explaining that the Legislature’s goal in enacting the CPA was to “provide protection against unfair or deceptive practices in consumer transactions” by “implement[ing] strong protective and preventative measures to assist the public in obtaining relief from unlawful consumer practices and to maintain the health and welfare of the citizens of the State”) (citing § 13-102(b)(3)). We can think of no reason that a consumer in a special order transaction should be afforded any less protection than a consumer in a layaway sales transaction. ³²⁷ The common thread in both sales transactions is the potential imposition of a penalty in case of buyer default.

As previously indicated, a seller’s liquidated damages upon buyer default in a layaway sales transaction, as defined in subsection (g)(1), is limited to “10 percent of the layaway price or the total amount paid by the buyer to the date of default, whichever is less.” § 14-1106(c). On the other hand, a seller’s liquidated damages upon buyer default in a special order transaction, as defined in § 14-1101(k), includes “all rights and remedies” under the U.C.C., which conceivably could expose a special order purchaser to considerably greater liability than under § 14-1106(c). § 14-1107. Certainly, the need for “[a] clear and concise statement of all consequences of buyer’s default” is, if arguably not greater, at least equally as important in a special order transaction as it is in a layaway sales transaction. § 14-1103(12). Communication to consumers of potential penalties in case of buyer default in a special order transaction is in keeping with the objectives of the CPA.

In light of the statute’s text, legislative history, and the Act’s role within the statutory scheme of the CPA, we conclude that the most reasonable reading of subsection (g)(2) is to infer a legislative intent to extend application of the Act to encompass special order transactions.

IV

We turn now to consider whether the special order transaction in the instant case was properly excluded in accordance with § 14 — 1101(g)(3), which provides that a “ ‘[l]ay-away agreement’ does not include a bona fide C.O.D. transaction.” Our inquiry is twofold: first, we must determine whether Petitioner’s special order purchase of the watch constituted a “bona fide C.O.D. transaction” within the meaning of § 14-1101(d); if the answer is yes, we must then determine whether a special order transaction can also constitute a C.O.D. transaction. In accord with well-established principles of statutory construction, “[wjhere the statute to be construed is a part of a statutory scheme, the legislative intention is not determined from that statute alone, rather it is to be dis ³²⁸ cerned by considering it in light of the statutory