District Court (Md.) Denies Petition to Arbitrate Auto Sale Dispute Because the Arbitration Agreement was in a Separate Document from RISC

In Baker v. Antwerpen Motorcars Ltd., 2011 WL 3740852 (D.Md. 2011), the plaintiff sued an automobile dealer for various state and federal claims based on the failure to disclose that cars sold to them had been used as short-term rentals.  Judge Quarles denied an automobile dealer’s petition to arbitrate where the Arbitration Agreement was not contained in the RISC, but was contained in a “Buyer’s Order” signed by the customers when they purchased the vehicle. 

The Antwerpen Automotive Group moved to compel the plaintiffs to file individual arbitration actions based on the arbitration clauses in the Buyer’s Orders. It asserts that a Buyer’s Order and a RISC should be construed as one agreement. The plaintiffs argue that the RISCs, which do not contain arbitration clauses, are the operative agreements between the parties. They assert that under Maryland law, only a RISC governs a car sale. 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. 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.  Although the Retail Installment Sales Act does not apply to the Baker and Flanigan RISCs, 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.” The Antwerpen Automotive Group’s motion to compel arbitration will be denied.