Baker v. Antwerpen Motorcars Ltd.

• Decision Date: 23 August 2011
• Docket Number: Civil No. WDQ–10–2342.
• Citation: 807 F.Supp.2d 386
• Parties: Charlene BAKER, et al., Plaintiffs, v. ANTWERPEN MOTORCARS LTD., et al., Defendants.
• Court: U.S. District Court — District of Massachusetts

807 F.Supp.2d 386

Charlene BAKER, et al., Plaintiffs,

v.ANTWERPEN MOTORCARS LTD., et al., Defendants.

Civil No. WDQ–10–2342.

United States District Court,D. Maryland,Northern Division.

Aug. 23, 2011.

Richard S. Gordon, Quinn Gordon and Wolf Chtd., Towson, MD, Benjamin Howard Carney, Quinn Gordon and Wolf Chtd., Baltimore, MD, Mark Harris Steinbach, O. Toole Rothwell Nassau and Steinbach, Washington, DC, for Plaintiffs.

Price O. Gielen, Brian Michael Boyle, Neuberger Quinn Gielen Rubin and Gibber PA, Baltimore, MD, for Defendants.

MEMORANDUM OPINION

WILLIAM D. QUARLES, JR., District Judge.

Charlene Baker ¹ and William and Leslie Flanigan (the “plaintiffs”) sued Antwerpen Motorcars Ltd. and related entities (the “Antwerpen Automotive Group”) ² for various state and federal claims based on the failure to disclose that cars sold to them had been used as short-term rentals. For the following reasons, the Antwerpen Automotive Group's motion to compel arbitration will be denied.

I. Background

On February 3, 2007, Doris Baker (“Doris”) bought a used 2005 Ford Focus from Antwerpen Nissan, a Maryland dealership. Compl. ¶¶ 13, 20. Doris was not told that the car had been used for short-term rentals. Id. ¶ 13.

The price of the car was $11,340. Compl., Ex. B [hereinafter Baker Buyer's Order] at 1. Doris paid a $500 deposit. Id. That day, she signed a Buyer's Order, which provides that “[the] Buyer ... and Dealer agree that if any claim or dispute arises, the dispute will be resolved by binding arbitration.” Id. at 2.³

Around the time that she signed the Buyer's Order, Doris signed a Retail Installment Sales Contract (“RISC”) with Antwerpen Nissan to finance the remaining $10,840. ECF No. 11, Ex. 3 [hereinafter Baker RISC] at 1; see Baker Decl. ¶ 2.⁴ The RISC, which did not contain an arbitration clause, provides the annual percentage rate, finance charge, principal, and other payment terms. Baker RISC 2.

Maryland dealerships must “clearly and conspicuously” identify cars formerly used as short-term rentals. Md.Code Regs. 11.12.01.14M(1).⁵ This disclosure must be in writing. Galuska Aff. ¶ 4.⁶ Neither the Buyer's Order nor the RISC indicates that Doris's car had been used as a short-term rental.

On April 13, 2007, William and Leslie Flanigan bought a used 2005 Toyota Avalon from Antwerpen Toyota, a Maryland dealership. See Compl. ¶ 14. This car had also been used as a short-term rental, which the Flanigans were not told. Id. The price of the car was $26,844.95, and they paid a $10,000 deposit. Compl., Ex. C[hereinafter Flanigan Buyer's Order] at 1. That day, the Flanigans entered into a Buyer's Order, which provides that any dispute between the “Buyer [and] Dealer ... will be resolved by binding arbitration.” Id. at 2.⁷

Also that day, the Flanigans executed a RISC with Antwerpen Toyota to finance the $16,844.95 principal balance. ECF No. 11, Ex. 4 [hereinafter Flanigan RISC] at 1.⁸ Like the Baker RISC, this RISC provides the interest rate, principal, and various financing terms. Id. at 1. It does not have an arbitration clause. The Flanigans' Buyer's Order and RISC fail to disclose that the car had been used as a short-term rental.

On November 9, 2009, Doris died. Compl. ¶ 13. Baker, Doris's daughter, is her estate's personal representative. Id.; Baker Decl. ¶ 2.

Sometime in or before 2010, the plaintiffs discovered that their cars had been used as short-term rentals. See Compl. ¶ 3.

On July 16, 2010, the plaintiffs filed a class action complaint in the Circuit Court for Baltimore County against the Antwerpen Automotive Group for systematically failing to disclose the rental history of cars on “vehicle sales agreements and other form documents.” Compl. ¶¶ 1, 11, 26. The plaintiffs sued under the Magnuson–Moss Warranty Act,⁹ the Maryland Consumer Protection Act,¹⁰ the Racketeer Influenced and Corrupt Organizations Act,¹¹ and for breach of the implied warranty of merchantability, deceit by non-disclosure or concealment, unjust enrichment, and negligent misrepresentation. Compl. ¶¶ 78–155.

On August 24, 2010, the case was removed to this Court on the basis of federal question jurisdiction. ECF No. 1. On September 23, 2010, the Antwerpen Automotive Group moved to compel arbitration. ECF No. 8. On October 26, 2010, the plaintiffs opposed that motion. ECF No. 11. On November 22, 2010, the Antwerpen Automotive Group filed its reply. ECF No. 15.

II. Analysis

A. Standard of Review

A court may compel arbitration under the Federal Arbitration Act (the “FAA”) ¹² if the parties agreed in writing to arbitrate the dispute. Adkins v. Labor Ready, Inc., 303 F.3d 496, 500–01 (4th Cir.2002). A party can be “forced” to arbitrate only those issues it has expressly agreed to submit to arbitration. First Options of Chi., Inc. v. Kaplan, 514 U.S. 938, 945, 115 S.Ct. 1920, 131 L.Ed.2d 985 (1995). Whether an arbitration agreement exists depends on “state-law principles that govern the formation of contracts.” Id. at 944, 115 S.Ct. 1920. Maryland law applies to this case.¹³

B. The Antwerpen Automotive Group's Motion to Compel Arbitration

The Antwerpen Automotive Group moved to compel the plaintiffs to file individual arbitration actions based on the arbitration clauses in the Buyer's Orders. ECF No. 8 at 1, 3–4. It asserts that a Buyer's Order and a RISC should be construed as one agreement. ECF No. 15 at 4.¹⁴

The plaintiffs argue that the RISCs, which do not contain arbitration clauses, are the operative agreements between the parties. ECF No. 11 at 6. They assert that under Maryland law, only a RISC governs a car sale. Id.

Maryland's Department of Transportation Regulations provide that “[e]very vehicle sales contract or agreement shall be evidenced by an instrument in writing containing all of the agreements of the parties.” Md. Code Regs. [hereinafter Regulation] 11.12.01.15. The RISCs are “vehicle sales contracts.” Under the Transportation Article of the Maryland Code, a “contract for the sale of a vehicle by a dealer” must include the “principal amount charged for the vehicle” and “[a]ny interest.” Md.Code Ann., Transp. § 15–311(a)(1)-(2). Only the RISCs contain the principal, interest, and finance charges.¹⁵

The Maryland Retail Installment Sales Act is nearly identical to Regulation 11.12.01.15: “An installment sale agreement shall be evidenced by an instrument in writing which contains all of the agreements of the parties.” Md. Code Ann., Com. Law § 12–604. In enacting the Retail Installment Sales Act, the Maryland legislature “intended to protect ignorant and unwary buyers from oppressive business practices that were becoming more apparent with the rising quantity of consumer credit.” Associated Acceptance Corp. v. Bailey, 226 Md. 550, 555, 174 A.2d 440, 443 (1961). The Retail Installment Sales Act has been interpreted to mean that a car sale is governed only by a RISC, presumably because the application of multiple documents would mean that no single instrument would contain all of the parties' agreements.¹⁶

Although the Retail Installment Sales Act does not apply to the Baker and Flanigan RISCs,¹⁷ that statute's legislative intent and similar language are instructive when interpreting Regulation 11.12.01.15. See Lambert, 2011 WL 1704726, at *2 n. 1. Thus, the “agreements [in the RISCs] are the only agreements that apply to the transaction, and the arbitration clause [in the Buyer's Orders] is not one of them.” ¹⁸ The Antwerpen Automotive Group's motion to compel arbitration will be denied.¹⁹

III. Conclusion

For the reasons stated above, the Antwerpen Automotive Group's motion to compel arbitration will be denied.

1. Baker sued as the personal representative of the estate of Doris Baker. Compl. ¶ 13.

2. Antbren LLC; Antrand, Inc.; Antwerpen Chevrolet Ltd.; Antwerpen HK, Inc.; Antwerpen Hyundai, Inc.; Antwerpen Nissan, Inc.; Antwerpen on the Wye, LLC; Antwerpen Volkswagen, Inc.; and J.A. Motorcars, Inc. Compl. ¶ 1. The plaintiffs allege that these businesses are “jointly owned, share management personnel[,] and hold themselves out to the general public under the name Antwerpen Automotive Group.” Id. ¶ 12.

3. The Buyer's Order also provides: “The front and back of the Order comprise the entire agreement affecting this purchase .... The [Buyer] before or at the time of delivery of the [car] will execute such other forms of agreement or documents as may be required[.]” Baker Buyer's Order 1–2.

4. The RISC is governed by the Creditor Grantor Closed End Credit Provisions (the “CLEC”), Md.Code Ann., Com. Law §§ 12–1001 et seq. Baker RISC 5.

5. The plaintiffs assert that buyers seek to avoid short-term rentals because those cars are “often driven hard by drivers who care little about them, may not have been well-maintained[,] and are more often involved in accidents than vehicles used for personal” use. Compl. ¶ 3.

6. Stephen A. Galuska is the Maryland Motor Vehicle Administration's Assistant Manager of Business Licensing and Consumer Services. Galuska Aff. ¶ 2.

7. The Buyer's Order also provides that it and “other documents signed by [the Buyer] in connection with this Order comprise the entire agreement ... affecting this purchase.” Flanigan Buyer's Order 1.

8. The RISC is governed by the CLEC. Flanigan RISC 4.

9. 15 U.S.C. §§ 2301 et seq.

10. Md.Code Ann., Com. Law §§ 13–101 et seq.

11. 18 U.S.C. §§ 1961 et seq.

12. The FAA applies because the Court has federal question jurisdiction. See 9 U.S.C. § 4; Owens–Illinois, Inc. v. Meade, 186 F.3d 435, 439 (4th Cir.1999).

13. In a federal question case that incorporates a state law issue, such as contract formation, a district court applies the choice-of-law rules of the state in which it sits unless a compelling federal interest directs otherwise. See Johnson v. Carmax, Inc., No. 3:10–CV–213, 2010 WL 2802478, at *2 (E.D.Va. July 14, 2010) ( citing In re Merritt Dredging Co., 839 F.2d 203, 206 (4th Cir.1988)). Maryland follows the lex loci contractus rule, under which “the law of...