Ford v. Antwerpen Motorcars

• Court: Court of Appeals of Maryland
• Decided: June 29, 2015
• Docket: 68/14
• Status: Published

Opinion

Willie Mae Ford, et al. v. Antwerpen Motorcars Ltd., et al., No. 68, September Term 2014, Opinion by Greene, J.

CODE OF MARYLAND REGULATIONS (“COMAR”) 11.12.01.15A — VEHICLE SALES CONTRACT

COMAR 11.12.01.15A 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.” The adoption of this regulation has not supplanted our longstanding common law contract principles permitting the construction or reading of multiple documents together to comprise the entire agreement between 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). The two documents before this Court, the Buyer’s Order and the Retail Installment Sales Contract (“RISC”), reviewed and signed by Petitioners on the same day during the purchase and finance of a vehicle, indicate an intention that the documents be construed together as part of the same transaction, i.e., the purchase and finance of an automobile. Thus, the arbitration clause in the Buyer’s Order controls a dispute over an alleged breach of the RISC. Circuit Court for Baltimore City Case No. 24-C-13-002548 Argued: April 1, 2015 IN THE COURT OF APPEALS OF MARYLAND

No. 68 September Term, 2014

WILLIE MAE FORD, et al.

v.

ANTWERPEN MOTORCARS LTD., et al.

Barbera, C.J. *Harrell Battaglia Greene Adkins McDonald **Watts, JJ.

Opinion by Greene, J. Battaglia and McDonald, JJ., concur in the judgment.

Filed: June 29, 2015

*Harrell, J., participated in the hearing of the case, in the conference in regard to its decision and in the adoption of the opinion but he retired from the Court prior to the filing of the opinion.

**Watts, J., participated in the hearing of this case but recused herself prior to conferencing and adoption of this opinion. 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”) 11.12.01.15A,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 11.12.01.15A 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

1 Under COMAR 11.12.01.15A “[e]very vehicle sales contract or agreement shall be evinced by an instrument in writing containing all of the agreements of the parties.” 2 Although Petitioners refer to COMAR 11.12.01.15A as the “Single Document Rule,” we have not been provided with, nor are we aware of, any Maryland judicial opinion on point or other persuasive authority using this label. 3 The Buyer’s Order form sets forth, among other things, the parties to the vehicle sale, the identity of the vehicle purchased, its purchase price, any down payment or trade-in value credited towards the vehicle’s price, and the balance owed to the automobile dealership upon delivery. 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:

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). ****

2 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. 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

3 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 in the Court

of Special Appeals, we granted Petitioners’ certiorari petition, Ford v. Antwerpen Motorcars

Ltd, 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.

4 II. STANDARD OF REVIEW

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)).

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

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,

5 654 (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

6 position, Petitioners rely substantially upon the language of COMAR 11.12.01.15A, 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

7 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 along with all other documents signed by you in connection with the

purchase of this vehicle, comprise the entire agreement.” (Emphasis added). Further,

Antwerpen contends that Petitioners have mis-characterized COMAR 11.12.01.15A as a

“Single Document Rule.” Antwerpen notes that Petitioners have failed to provide any

authority using or creating the label “Single Document Rule” in reference to COMAR

11.12.01.15A. This regulation, Antwerpen asserts, “simply does not state that all of the

agreements . . . must be in ‘a single document.’” Contrary to Petitioners’ interpretation, the

use of the phrase “an instrument” does not preclude incorporating other documents by

reference. Accordingly, Antwerpen asks this Court to affirm the decision of the Circuit

Court compelling arbitration.

We disagree with Petitioners that COMAR 11.12.01.15A supplants our longstanding

common law contract principles permitting the construction or reading of multiple documents

8 together as part of a single transaction. As explained by this Court in Rocks, 241 Md. at 637,

217 A.2d at 545:

A contract need not be evidenced by a single instrument. Where several instruments are made a part of a single transaction they will all be read and construed together as 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.

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 11.12.01.15A 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

9 RISC contains all of the agreements of the parties.” Upon review, the authorities provided,

none of which are binding upon this Court,4 offer little more than cursory, unpersuasive

assertions lacking support in our jurisprudence. Indeed, these authorities either provide no

textual support or cite to one of the other unpersuasive opinions Petitioners rely upon to

present their case to this Court.

To the extent the opinions Petitioners have provided this Court suggest that, in the

context of a vehicle sale financed by the dealer, a Buyer’s Order may not be construed

together with the RISC, such opinions appear already to have been called into question by

the Fourth Circuit’s recent opinion in Rota-McLarty v. Santander Consumer USA, Inc., 700

F.3d 690 (4th Cir. 2012). In Rota-McLarty, similar to the instant case, an individual

executed a Buyer’s Order—which contained an agreement to arbitrate—and a RISC—which

4 Specifically, Petitioners have provided us with state and federal trial court opinions. See Ricks v. Wilson Powell Lincoln-Mercury, Inc., Case No. 1:10-cv-02342-WDQ (Cir. Ct. Prince George’s Cnty., Mar. 28, 2011); Baker v. Antwerpen Motorcars Ltd., 807 F. Supp. 2d 386 (D. Md. 2011); Lambert v. Nat’l Motors, Inc., Civ. No. WMN-10-3522 (D. Md. May 4, 2011); Tokarski v. Castle Auto Outlet, LLC, Civ. No. RDB-09-509 (D. Md. Sept. 25, 2009); Memo to Counsel, Houston v. Crown Motors, Civ. No. JFM-02-3859 (D. Md. July 8, 2003). 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 “NOT AN OPINION OF THE ATTORNEY GENERAL” (emphasis in original) and opinions from other jurisdictions that interpret their own state statutes. See, e.g., Raceway Ford CasesLarkin v. New Century Auto Sales Inc., No. 12-13917 (E.D. Mich. Jan. 3, 2014); Kroupa v. Sunrise Ford, 92 Cal. Rptr. 2d 42 (Cal. Ct. App. 1999).

10 contained no arbitration agreement—with the dealership during the purchase and financing

of an automobile. Id. at 694-95.

In determining whether the arbitration agreement in the Buyer’s Order was

enforceable, the court noted that:

Rota–McLarty does advance a novel theory in support of integration on appeal, premised on Md. Code Regs. § 11.12.01.15, which provides that “every vehicle sales contract or agreement shall be evidenced by an instrument in writing containing all of the agreements of the parties.” See Appellee’s Br. at 19. She seems to argue that the regulation requires one document by itself to constitute the parties’ agreement, and thus we must read the Buyer’s Order alone. Even if this argument is not waived, Rota–McLarty fails to provide any authority for her interpretation of the cited regulation, nor for the proposition that this regulation supplants an entire established body of Maryland law governing contract interpretation.

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 700.5

5 Rota-McLarty is not the only opinion which casts doubt upon Petitioners’ assertion that “Maryland courts . . . have consistently and repeatedly enforced the requirement that all agreements of the parties, including arbitration agreements, must be contained in one instrument in vehicle sales transactions, and . . . only the financing agreement or RISC contains all of the agreements of the parties.” For instance, following the Fourth Circuit’s decision, an argument nearly identical to that of Petitioners’ was rejected by a Maryland state trial court. See Whitehead v. Driveline Auto., LLC, No. 12-36674 (Cir. Ct. Prince George’s Cnty., April 18, 2013). Interestingly, this opinion was issued by the same judge that previously decided Ricks, which Petitioners cite to support their position. See supra.

11 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 “[t]his contract along with

all other documents signed by you in connection with the purchase of this vehicle,

comprise the entire agreement.” (Emphasis added). Petitioners’ signatures were required

almost immediately following this statement.

Similarly, 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[.]” (Emphasis added). Once again, Petitioners’

signatures follow this provision. We also note that the Agreement to Arbitrate contained in

the Buyer’s Order refers directly to the RISC in its definition of “disputes.” Indeed, the

arbitration provisions states, in part, that “[a] Dispute is . . . any monetary claim whether

12 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.” (Emphasis

added). In other words, the arbitration agreement signed and agreed to by Petitioners on the

same day as the RISC explicitly states that it applies to disputes arising out of the RISC.

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.”

IV. Conclusion

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.

13 JUDGMENT OF THE CIRCUIT COURT FOR BALTIMORE CITY AFFIRMED. PETITIONERS TO PAY THE COSTS IN THIS COURT.

14 Circuit Court for Baltimore City Case No. 24-C-13-002548 Argued: April 1, 2015 IN THE COURT OF APPEALS OF MARYLAND

Barbera, C.J. *Harrell Battaglia Greene Adkins McDonald **Watts, J.,

JJ.

Opinion by McDonald, J., concurring in the judgment, which Battaglia, J., joins

Filed: June 29, 2015 *Harrell, J., participated in the hearing of the case, in the conference in regard to its decision and in the adoption of the majority opinion but he retired from the Court prior to the filing of the opinion.

**Watts, J., participated in the hearing of this case but recused herself prior to conferencing and adoption of this opinion. In fantasy literature devoted to the battle between good and evil, the allegiance of

elves, orcs, dwarfs, and goblins is readily apparent.1 In the battle between clarity and

obfuscation in legal instruments, it is sometimes uncertain which side attorneys will take.

This case turns on the drafting and placement of an arbitration agreement in one of several

legal documents concerning the sale of a used car.

I have attached to this opinion the “buyer’s order”2 and Retail Installment Sales

Contract (“RISC”) as they appear, somewhat enlarged, in the materials provided to this

Court. The Majority opinion – a model of clarity itself – is able to navigate these documents.

But a lay person interested in buying a used car would be well advised to bring along a

lawyer, a magnifying glass, and perhaps an English major, to decipher their meaning.

There are significant differences between these two documents. Pertinent to this case,

the buyer’s order contains fine print in which the purchasers essentially waive future access

to the public justice system for any disputes arising out of the transaction in favor of an

alternative dispute process.3 The RISC does not contain such a provision. At issue is

1 J.R.R. Tolkien, The Lord of the Rings (1949). 2 The phrase “buyer’s order” is not actually the title of the document, but, as far as I can tell, appears only in the fine print at the bottom of the front page of the document. 3 That provision is set out in considerably larger print and much more legible spacing in the Majority opinion. Majority slip op. at 2. whether the terms of the RISC supersede those of the buyer’s order.

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.” 4

Similar language appears in a paragraph 5 on the reverse side of the RISC.

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:

Every vehicle sales contract or agreement shall be evidenced by an instrument in writing containing all of the agreements of the parties. It shall be signed by all of the parties before the seller delivers to the buyer the vehicle covered by the agreement.

4 The window form does not appear in the record in this case.

2 COMAR 11.12.01.15A (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,5 I join in the judgment. Whether

these documents – and whatever else was purportedly incorporated in them – actually comply

with the regulation is a question for another day.

Judge Battaglia has advised that she joins this opinion.

5 Had the RISC here contained the language in the RISC analyzed in the 2012 letter of the MVA’s counsel – i.e., that “[t]he terms of this contract set forth your entire and only obligation to Seller” – I would have deferred to the agency’s interpretation of its own regulation set forth in that letter and concluded that the buyers had no obligation to arbitrate the dispute.