Basulto v. Automotive, SC09-2358

• Decision Date: 20 March 2014
• Docket Number: No. SC09-2358,SC09-2358
• Court: Florida Supreme Court
• Parties: ROBERTO BASULTO, et al., Petitioners, v. HIALEAH AUTOMOTIVE, etc., et al., Respondents.

ROBERTO BASULTO, et al., Petitioners,
v.
HIALEAH AUTOMOTIVE, etc., et al., Respondents.

No. SC09-2358

Supreme Court of Florida

March 20, 2014

PERRY, J.

Roberto Basulto and Raquel Gonzalez, a married couple, seek review of the decision of the Third District Court of Appeal in Hialeah Auto., LLC v. Basulto, 22 So. 3d 586 (Fla. 3d DCA 2009), on the ground that it expressly and directly conflicts with a decision of this Court, Seifert v. U.S. Home Corp., 750 So. 2d 633 (Fla. 1999), on a question of law. We have jurisdiction. See art. V, § 3(b)(3), Fla. Const. For the reasons that we explain below, we quash the Third District's decision based on its conflict with our controlling precedent.

I. BACKGROUND AND FACTS

Page 2

The pertinent facts that led to the civil action that commenced in the Circuit Court of the Eleventh Circuit in and for Miami-Dade County, Florida, are taken from the decision on review.

In 2004, Roberto Basulto and Raquel Gonzalez, who are husband and wife ("the buyers"), purchased a new 2005 Dodge Caravan from Hialeah Automotive, LLC, which does business as Potamkin Dodge ("the [dealership]"). The buyers alleged that while at the dealership, the dealer had the buyers sign the contract in blank, with the representation that the agreed-upon numbers would be filled in. The buyers alleged that when the dealership completed the sales contract, it allowed them a lower trade-in allowance than the amount agreed upon. The dealer refused to correct the situation. After negotiations proved unsuccessful, the buyers returned the van to the dealership (having driven a total of seven miles) and demanded the return of their trade-in. The trade-in had been sold.
The buyers brought suit alleging fraud in the inducement and violation of the Florida Deceptive and Unfair Trade Practices Act ("FDUTPA"). See Ch. 501, pt. II, Fla. Stat. (2004). The buyers also sought rescission of the arbitration agreements they had signed, and rescission of the loan agreement.
The dealer moved to compel arbitration. The trial court held an evidentiary hearing at which the buyers and representatives of the dealer testified.

Basulto, 22 So. 3d at 588.

During the evidentiary hearing, the buyers independently testified, with the assistance of a court-approved interpreter, that they (1) emigrated from Cuba in December 1997, and (2) were only able to communicate in Spanish. All of the documents pertaining to the civil action between the buyers and the dealership were drafted in English.

Page 3

The trial court heard testimony from multiple witnesses, including the dealership's employees who were directly involved in the automobile purchase deal with the buyers. After the evidentiary hearing, the trial court entered an "Order Denying [the dealership's] Amended Motion to Dismiss and/or to Compel Arbitration." See Basulto v. Hialeah Auto., LLC (Order), No. 05-05556 CA09 (Fla. 11th Cir. Ct. Mar. 8, 2007). The trial court made the following pertinent findings of fact:

3. It is undisputed that at least two of the documents which [the buyers] were called upon to sign contained arbitration clauses. . . . [E]ven if the documents had been printed in Spanish, a reasonable person reading these documents would not have a clear understanding of the precise terms and conditions to which they were called upon to agree.
4. Although [the dealership]'s sales representative and finance and insurance manager both testified that at the time the [buyers] signed the subject documents, these employees explained "arbitration" to the [buyers], further testimony by these employees clearly established that (a) the sales representative had no basic understanding of the concept of arbitration . . . and (b) the finance and insurance manager did not convey to the [buyers] that arbitration deprived [buyers] of their rights to seek punitive damages or class action status.
5. [The buyers], on the other hand, testified that they had never been informed concerning arbitration and . . . were never put on notice that they were being called on to waive valuable rights, much less to ask important questions regarding what rights they were waiving. Any waiver was a blind and unknowing waiver.
6. . . . [The dealership's] finance manager also testified that if the [buyers] had refused to sign, they would not have had a deal. [The buyers] also testified that they were hurried/rushed when signing the many documents that they could not read and were told to sign, sign, sign in rapid succession.

Order at 2-3.

Page 4

The trial court entered conclusions of law that relied on the framework set forth in Seifert for evaluating motions to compel arbitration. The trial court stated:

The parties in this case have stipulated that no waiver of the right to arbitrate has occurred.
The Court concludes as a matter of law that no valid agreement to arbitrate exists in this case. This conclusion is based on the Court's finding of fact that the various jury waiver and arbitration clauses which [the buyers] were required to sign were conflicting in their essential provisions and, taken together, provided for three separate and distinct means of dispute resolution. One of the clauses at issue provided for jury waiver and (presumably) trial in a court of law. Another provision required arbitration by a single arbitrator. Another provision required arbitration by a panel of three arbitrators. In addition the methods for selecting arbitrators were conflicting as well as what law or procedure would govern the arbitration proceeding. Each of the competing dispute resolution provisions at issue contemplates the enforcement of a different remedy whose terms and conditions are irreconcilable with the terms and conditions of each of the other conflicting provisions. This Court accordingly concludes as a matter of law that there was no meeting of the minds with respect to the terms by which the [the dealership] intended the parties to be bound. There is accordingly no valid agreement for this Court to enforce.

Id. at 4-5 (emphasis added).

The trial court further concluded that even if the arbitration provisions could be construed as agreed upon by the parties, the provisions are unenforceable because they are procedurally and substantively unconscionable.

The dealership appealed the trial court's nonfinal order. The Third District rendered a decision that affirmed in part, and reversed in part, the trial court's judgment. Basulto, 22 So. 3d at 592. The Third District noted:

Page 5

Although by no means an exclusive list, the Fourth District has identified two analytical frameworks that have been used by courts "when confronted with this issue [a challenge to the validity of an arbitration agreement]: (1) whether the arbitration clause is void as a matter of law because it defeats the remedial purpose of the applicable statute, or (2) whether the arbitration clause is unconscionable." By the phrase "defeats the remedial purpose of the applicable statute," the Fonte [v. AT&T Wireless Servs., Inc., 903 So. 2d 1019, 1023 (Fla. 4th DCA 2005)] court referred to an arbitration clause that eliminates substantive rights guaranteed by a remedial statute. The trial court applied both approaches in this case.

Id. at 589 (citations omitted). The Third District further noted:

Under either analysis, procedural unconscionability was established. . . . The trial court found that the Agreement was substantively unconscionable because it contained a waiver of the right to seek punitive damages. . . . We agree with the trial court that it is unconscionable to employ an arbitration agreement to obtain a waiver of rights to which the signatory would otherwise be entitled under common law or statutory law.

Id. at 590 (citation omitted).

We observe that the district court designated the "Agreement to Arbitrate Disputes," a single-page document, as "the Agreement." Second, the district court designated the arbitration provision on the reverse side of the "Retail Installment Contract," as "the Clause."¹ Regarding the disputed arbitration provisions, the Third District noted:

Page 6

The trial court found that the Agreement was substantively unconscionable because it contained a waiver of the right to seek punitive damages. The complaint contains a claim for fraud, and punitive damages are available in judicial proceedings where there is a fraud claim. We agree with the trial court that it is unconscionable to employ an arbitration agreement to obtain a waiver of rights to which the signatory would otherwise be entitled under common law or statutory law.

Id. (citations omitted). The dealership asserted in its appeal below that the severability clauses should enable the purported arbitration agreements to survive after severing any unenforceable terms. The Third District disagreed as to one of the arbitration provisions, determining that "the severability clause does not apply here, and the Agreement operates in a substantively unconscionable way. We therefore affirm the order denying enforcement of the Agreement." Id. at 591.

However, the Third District had a different view regarding another arbitration provision:

With regard to the Clause, we affirm the trial court's order insofar as it declined to enforce arbitration of the claims for declaratory and injunctive relief. We reverse the trial court's order insofar as it declined to enforce the Clause with respect to the buyers' claims for monetary relief.

Id. at 592 (emphasis added).

Page 7

In the analysis that follows, we explain why we disagree with the Third District's Basulto decision. The decision on review is quashed and remanded with instructions to reinstate the trial court's judgment. First, we determine that the Third District neglected to employ the standard we established in Seifert to evaluate a motion to compel arbitration according to a purported agreement. Next, we determine that although the Federal Arbitration Act (FAA) was implicated by the parties' agreement for the automobile purchase, the trial court's...