Acord v. Chrysler Corp., 19498

• Decision Date: 29 November 1990
• Docket Number: No. 19498,19498
• Citation: 399 S.E.2d 860,184 W.Va. 149
• Court: West Virginia Supreme Court
• Parties: , 14 UCC Rep.Serv.2d 51 Michael ACORD and Kathryn L. Acord v. CHRYSLER CORPORATION, a Corporation, and Earehart AMC/Jeep, Inc., d/b/a Earehart Dodge, a Corporation.

Page 860

399 S.E.2d 860

184 W.Va. 149, 14 UCC Rep.Serv.2d 51

Michael ACORD and Kathryn L. Acord v. CHRYSLER CORPORATION, a Corporation, and Earehart AMC/Jeep Inc., d/b/a Earehart Dodge, a Corporation.

No. 19498.

Supreme Court of Appeals of West Virginia.

Nov. 29, 1990.

Syllabus by the Court

1. " 'The law favors and encourages the resolution of controversies by contracts of compromise and settlement rather than by litigation; and it is the policy of the law to uphold and enforce such contracts if they are fairly made and are not in contravention of some law or public policy. Syllabus Point 1, Sanders v. Roselawn Memorial Gardens, 152 W.Va. 91, 159 S.E.2d 784 (1968).' Syllabus Point 2, State ex rel. Vapor Corp. v. Narick, --- W.Va. ----, 320 S.E.2d 345 (1984)." Syllabus Point 1, Riggle v. Allied Chemical Corp., --- W.Va. ----, 378 S.E.2d 282 (1989).

2. "Where by a contract brick are to be made of certain kind and character 'to the satisfaction of the general superintendent of said company or his authorized representative,' the right of rejection by the superintendent is absolute, and his reasons cannot be investigated, if in good faith, that is[,] not fraudulent." [Emphasis added]. Syllabus Point 1, Barrett v. Raleigh Coal Company, 51 W.Va. 416, 41 S.E. 220 (1902).

3. Where an arbitration award or settlement agreement provides that the plaintiff may pursue her other legal remedies if "dissatisfied" with the defendants' performance, her right to reject defendants' performance is absolute, as long as she is, in good faith, dissatisfied.

Clinton W. Smith, Rist & Associates, Beckley, for Michael Acord and Kathryn L. Acord.

Harry F. Bell, Jr., Kay, Casto, Chaney, Love & Wise, Charleston, for Chrysler Corp.

John Wooton, Wooton, Wooton & Fragile, Beckley, for Earehart AMC/Jeep Inc.

NEELY, Chief Justice:

This is an appeal from a summary judgment granted by the Circuit Court of Raleigh County in favor of Appellee Chrysler Corporation and Earehart AMC/Jeep. The Acords, who accepted an arbitration award concerning a defective Chrysler car they had purchased, were dissatisfied with Chrysler's performance of the arbitration award, and sought alternative legal remedies provided by West Virginia's "Lemon Law", W.Va.Code, 46A-6A-1 [1989], et seq. The circuit court refused the Acords any relief under the Lemon Law, and ordered them to accept the performance offered by Chrysler under the arbitration award.

On 31 March 1986, Michael Acord and Katherine L. Acord purchased a 1986 Dodge Charger from Earehart AMC/Jeep, Inc., d/b/a Earehart Dodge. On 7 December 1986, the car experienced serious overheating problems, which were traced to the catalytic converter. Earehart then repaired the car, at least temporarily. Unfortunately for everyone, on 28 March 1987, the overheating problem recurred, and the Acords returned the car to Earehart.

On 30 March 1987, Mrs. Acord mailed a letter to Chrysler requesting that the matter be handled by the customer Arbitration Board. The Customer Arbitration Board does not engage in the type of arbitration that most of us are used to. The Acords did not have the opportunity to choose any of the arbitrators, nor, apparently, did they have any opportunity to appear at the arbitration board's hearing. The arbitration award handed down by Chrysler's Customer Arbitration Board should most properly be viewed as a unilateral offer of settlement.

Of course, we like settlement agreements. In Syl.Pt. 1 of Riggle v. Allied Chemical Bank, --- W.Va. ----, 378 S.E.2d 282 (1989), we stated:

" 'The law favors and encourages the resolution of controversies by contracts of compromise and settlement rather than by litigation; and it is the policy of the law to uphold and enforce such contracts if they are fairly made and are not in contravention of some law or public policy.' Syllabus Point 1, Sanders v. Roselawn Memorial Gardens, 152 W.Va. 91, 159 S.E.2d 784 (1968)." Syllabus Point 2, State ex rel. Vapor Corp. v. Narick, --- W.Va. ----, 320 S.E.2d 345 (1984).

On 15 April 1987, the Board ruled that Chrysler would have to provide the Acords with trade assistance for a "comparable 1987 Dodge Charger" with no penalty for the usage of the 1986 Charger. The decision also stated that the Acords would be expected to pay any "additional fees for taxes, tags or title." Mrs. Acord, the owner of the car, voluntarily accepted the Board's decision on 29 April 1987. However, the agreement Mrs. Acord signed contained the following language:

I understand that I am not bound by the decision of the Customer Satisfaction Board regarding my Case number 3587003OWV, reviewed on April 15, 1987, unless I accept, and if I am dissatisfied with the Board's decision or the dealer's or Chrysler's eventual performance, I may pursue other legal remedies if I choose, including the use of small claims court. Whether or not I accept the Board's decision, however, its decision is admissable in any subsequent legal proceeding concerning the dispute. [Emphasis added].

I also understand that if I accept the Board's decision, the Chrysler Corporation dealer involved and the Chrysler Corporation will be bound by the Board's decision.

(Hauser Deposition, Exhibit 1.) It appears that the arbitration award or settlement agreement that Mrs. Acord signed was designed more to be signed than to be binding. It is very favorable to the customer, allowing the customer to pursue alternative legal remedies if she is not satisfied with the eventual performance of the agreement. Who would not sign such a document?

The agreement explicitly provides that Mrs. Acord can pursue other legal remedies if she is dissatisfied with Chrysler's or the dealer's eventual performance. Mrs. Acord is clearly dissatisfied with Chrysler's and Earehart's performance pursuant to the arbitration agreement. Thus, Mrs. Acord can abandon the arbitration remedy and pursue alternative legal remedies. In Syl.Pt. 1 of Barrett v. Raleigh Coal Company, 51 W.Va. 416, 41 S.E. 220 (1902), we stated the proposition that one who bargains for "satisfaction" in a contract, has a right to insist on "satisfaction":

Where by a contract brick are to be made of certain kind and character "to the satisfaction of the general superintendent of said company...