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Buyers’ Order and Retail Installment Sales Contract Evidence Entirety of Contract

Willie Mae Ford v. Antwerpen Motorcars Ltd., et al.
No. 68, September Term 014
by Gregory S. Emrick
Semmes, Bowen & Semmes (www.semmes.com)

Available at: http://www.mdcourts.gov/opinions/coa/2015/68a14.pdf

On April 24, 2010, Willie Mae Ford and Rashad Earle Beale, (“Buyers”) purchased a vehicle from Antwerpen Motorcars Ltd. (“Antwerpen”). Shortly after the purchase, the Buyers discovered that Antwerpen failed to disclose the vehicle’s history, including its involvement in a collision and its use as a short-term rental. The Buyers filed suit against Antwerpen in the Circuit Court for Baltimore City alleging six (6) counts arising from the failure to disclose the vehicle’s history: 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).

Pursuant to an arbitration provision contained in the Buyers’ Order, Antwerpen moved to compel arbitration. The Circuit Court granted the motion, and the Buyers appealed. Prior to the appeal being heard by the Court of Special Appeals, the Court of Appeals granted certiorari to consider whether the arbitration provision, not contained in the vehicle sales contract, but found in a Buyers’ Order, executed on the same day was enforceable under Maryland’s regulations that require the vehicle sales contracts to “contain all agreements of the parties.”

In the appeal, Buyers argued that Md. Code Regs. 11.12.01.15A and Md. Ann. Code art. Transp., § 15-311 required all terms be included in the Retail Installment Sales Contract (“RISC”) and the arbitration provision contained in the Buyers’ Order was invalid. Antwerpen argued that the regulation did not require that all of the provisions be provided in a single document, and by the plain language of the RISC the Buyers’ Order was incorporated as a “document signed by you” and included in the Contract.

The Court of Appeals first reviewed the RISC and Buyers’ Order, noting that both contain substantively identical provisions that “this contract along with all other documents signed by you in connection with the purchase of this vehicle, compromise the entire agreement.” The Court further noted that the Maryland regulations did not require that the contract be contained in the “single” document and did not otherwise change the common law as to contract formation:

A contract need not be evidenced by a single instrument. Or several instruments are made a part of a single transaction they will all be read and construed together is evidencing the intention of the parties in regard to the single transaction. This is true even though the instruments were executed at different times and do not in terms refer to each other.

Rocks v. Bruisis, 241 Md. 612, 637 (1966).

The Court construed the two (2) documents together and held that the arbitration provision, a part of the Buyers’ Order, was properly a part of the Contract, and therefore, enforceable. The Court of Appeals affirmed the Circuit Court’s ruling.

Judge MacDonald authored a concurring opinion, noting that the majority opinion was correct as to the scope of the contract, but the majority was not issuing an opinion as to whether the documents actually complied with the regulations, an issue not before the Court. Judge MacDonald specifically noted that the universe of incorporated documents was not identified and some of the allegedly incorporated documents were not signed by the parties.