Petition for Writ of Certiorari — Santander Consumer USA Inc., Petitioner v. Jabari Morese Lyles
Supreme Court briefFeb 23, 2026
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No. 25-____
In the Supreme Court of the United States
______________
SANTANDER CONSUMER USA INC.,
Petitioner,
v.
JABARI MORESE LYLES,
Respondent.
______________
On Petition for a Writ of Certiorari
to the Supreme Court of Maryland
______________
PETITION FOR A WRIT OF CERTIORARI
______________
Kevin P. Allen
Counsel of Record
DUANE MORRIS LLP
625 Liberty Avenue,
Suite 1000
Pittsburgh, PA 15222-3112
(412) 497-1000
kallen@duanemorris.com
Robert J. Brener
DUANE MORRIS LLP
200 Campus Drive, Suite
300
Florham Park, NJ 079321007
Counsel for Petitioner
QUESTION PRESENTED
The Federal Arbitration Act provides that arbitration agreements “shall be valid, irrevocable, and enforceable,” except for “such grounds as exist at law or
in equity for the revocation of any contract[.]” 9 U.S.C.
§ 2. This statute not only prohibits state rules which
facially discriminate against arbitration, but also
those that target arbitration by more subtle methods,
such as by interfering with fundamental attributes of
arbitration.
The question presented is:
Does the Federal Arbitration Act preempt a statecourt rule that prohibits an assignee of a financing
contract from enforcing an arbitration provision that
the party against whom arbitration is sought expressly agreed would govern “any controversy, claim
or dispute arising out of or relating to the purchase or
the financing” of the underlying transaction?
(i)
ii
PARTIES TO THE PROCEEDINGS
Petitioner (Defendant-Appellee below) is Santander
Consumer USA Inc. Respondent (Plaintiff-Appellant
below) is Jabari Morese Lyles.
RULE 29.6 STATEMENT
Santander Consumer USA Inc. is a wholly-owned
subsidiary of Santander Consumer USA Holdings
Inc., which is in a wholly-owned subsidiary of Santander Holdings USA, Inc., which is a wholly-owned subsidiary of Banco Santander, S.A., a publicly-traded
company on the New York Stock Exchange (SAN).
PROCEEDINGS BELOW
The proceedings below were:
1. Lyles v. Santander Consumer USA Inc., SCMREG-002-2025, Supreme Court of Maryland.
Judgment entered Nov. 25, 2025.
2. Lyles v. Santander Consumer USA Inc., No.
1459, Sept. Term, 2023, Appellate Court of Maryland. Judgment entered Oct. 31, 2024.
3. Lyles v. Santander Consumer USA Inc., No. 24C-21-000061, Circuit Court for Baltimore City,
Maryland. Judgment entered Aug. 28, 2023.
iii
TABLE OF CONTENTS
Page
QUESTION PRESENTED .......................................... i
PARTIES TO THE PROCEEDINGS ......................... ii
RULE 29.6 STATEMENT .......................................... ii
PROCEEDINGS BELOW .......................................... ii
TABLE OF APPENDICES ........................................ iv
TABLE OF AUTHORITIES ....................................... v
OPINIONS BELOW ................................................... 1
JURISDICTION ......................................................... 1
STATUTORY PROVISION INVOLVED ................... 1
INTRODUCTION ....................................................... 2
STATEMENT OF THE CASE ................................... 5
I.
Factual Background ........................................ 5
II. Procedural History ........................................... 9
REASONS FOR GRANTING THE PETITION....... 11
I.
The Decision Below Contravenes This
Court’s Precedents ......................................... 11
II. The Maryland Supreme Court’s Decision
Creates a Divergent Federal-State
Approach in Maryland That This Court
Should Resolve ............................................... 17
CONCLUSION ......................................................... 20
iv
TABLE OF APPENDICES
Page
APPENDIX A — OPINION OF THE SUPREME
COURT OF MARYLAND, FILED NOVEMBER 25, 2025 ......................................................... 1a
APPENDIX B — OPINION OF THE
APPELLATE COURT OF MARYLAND,
FILED OCTOBER 31, 2024 ................................ 23a
APPENDIX C — EXCERPT OF TRANS-CRIPTS
IN THE CIRCUIT COURT FOR BALTIMORE
CITY, MARYLAND, DATED AUGUST 28,
2023 ...................................................................... 55a
APPENDIX D — EXCERPTS OF THE BRIEF
OF APPELLEE SANTANDER CONSUMER
USA INC.IN THE SUPREME COURT OF
MARYLAND, FILED JULY 2, 2025 ................... 60a
APPENDIX E — EXCERPT OF BRIEF IN THE
APPELLATE COURT OF MARYLAND,
FILED MARCH 1, 2024 ...................................... 63a
APPENDIX F — EXCERPT OF MEMORANDUM OF LAW IN THE CIRCUIT COURT
FOR BALTIMORE CITY, MARYLAND FILED
MAY 2, 2023 ........................................................ 65a
v
TABLE OF AUTHORITIES
Page
Cases
Arthur Andersen LLP v. Carlisle,
556 U.S. 624 (2009) ............................................... 16
AT & T Mobility LLC v. Concepcion,
563 U.S. 333 (2011) .......................................... 11-13
Commonwealth v. Negri,
213 A.2d 670 (Pa. 1965) ........................................ 19
Commonwealth v. Senk,
223 A.2d 97 (Pa. 1966) .......................................... 19
CompuCredit Corp. v. Greenwood,
565 U.S. 95 (2012) ................................................. 16
Epic Sys. Corp. v. Lewis,
584 U.S. 497 (2018) .......................................... 11-14
Felder v. Casey,
487 U.S. 131 (1988) ......................................... 18, 20
Ford v. Antwerpen Motorcars Ltd.,
117 A.3d 21 (Md. 2015) ......................................... 10
Kindred Nursing Centers Ltd. P’ship v. Clark,
581 U.S. 246 (2017) .......................................... 11-13
Lamps Plus, Inc. v. Varela,
587 U.S. 176 (2019) ......................................... 11, 14
Littlefield v. State, Dep’t of Human Servs.,
480 A.2d 731 (Me. 1984)........................................ 19
Lockhart v. Fretwell,
506 U.S. 364 (1993) ............................................... 18
Lomax v. Weinstock, Friedman & Friedman, P.A.,
583 F. App’x 100 (4th Cir. 2014) ........................... 16
vi
Lyles v. Santander Consumer USA Inc.,
325 A.3d 1000 (Md. App. Ct. 2024) ..... 10, 15, 17, 19
Martinez v. Empire Fire & Marine Ins. Co.,
139 A.3d 611 (Conn. 2016) .............................. 18, 19
Quackenbush v. Allstate Ins. Co.,
517 U.S. 706 (1996) ............................................... 18
Rent-A-Center, West, Inc. v. Jackson,
561 U.S. 63 (2010) ................................................ 2-3
Rota–McLarty v. Santander Consumer USA, Inc.,
700 F.3d 690 (4th Cir. 2012) ....................... 4, 17, 19
Stolt-Nielsen S.A. v. AnimalFeeds Int’l Corp.,
559 U.S. 662 (2010) ............................................... 15
Viking River Cruises, Inc. v. Moriana,
596 U.S. 639 (2022) ......................................... 12, 16
Weatherford ex rel. Michael L. v. State,
81 P.3d 320 (Az. 2003) ........................................... 19
Statutes
9 U.S.C. § 1 et seq. ...................................................... 2
9 U.S.C. § 2 .............................................................. 1-3
28 U.S.C. § 1257(a) ..................................................... 1
42 U.S.C. § 1983 ....................................................... 18
Md. Commercial Law §§ 12-1001, et seq. ................... 9
Md. Commercial Law § 12-1018 ................................ 9
Petitioner Santander Consumer USA Inc. (“Santander”) respectfully petitions for a writ of certiorari
to review the judgment of the Supreme Court of Maryland in this case.
OPINIONS BELOW
The November 25, 2025 decision of the Maryland
Supreme Court is reported at 347 A.3d 449 and is reproduced at App.1a.
The October 31, 2024 decision of the Appellate
Court of Maryland is reported at 325 A.3d 1000 and is
reproduced at App.22a.
The August 28, 2023 bench ruling granting Santander’s motion to compel arbitration and stay proceedings of the Circuit Court for Baltimore City is not
reported and is reproduced at App.55a.
JURISDICTION
The Maryland Supreme Court entered its final judgment on November 25, 2025. The application of the
Federal Arbitration Act (“FAA”) to this case was first
raised by Santander in its Motion to Compel NonClass Arbitration and Stay Action, filed with the Circuit Court for Baltimore City on May 2, 2023. App.65a.
Santander also argued that the FAA applied to this
case in its briefs filed before the Appellate Court of
Maryland and the Supreme Court of Maryland.
App.60a, App.63a. This Court has jurisdiction under
28 U.S.C. § 1257(a).
STATUTORY PROVISION INVOLVED
Section 2 of the FAA, 9 U.S.C. § 2, provides in relevant part as follows:
2
A written provision in any maritime transaction or a contract evidencing a transaction involving commerce to settle by arbitration a controversy thereafter arising out of such contract or transaction, or the refusal to perform the
whole or any part thereof, or an
agreement in writing to submit to
arbitration an existing controversy arising out of such a contract, transaction, or refusal, shall
be valid, irrevocable, and enforceable, save upon such grounds as
exist at law or in equity for the revocation of any contract or as otherwise provided in chapter 4.
INTRODUCTION
Contrary to the strong public policy in favor of arbitration, this Court’s precedents reiterating it and an
agreement by Respondent Jabari Lyles (“Lyles”) to arbitrate “any controversy, claim or dispute” arising out
of the “financing” of his vehicle purchase, the Supreme
Court of Maryland held that Petitioner Santander
Consumer USA Inc. (“Santander”) was not properly
assigned the right to compel arbitration against Lyles.
This conclusion, which was contrary to the rulings of
both the Circuit Court of Baltimore City and the Appellate Court of Maryland, should be reviewed and rejected by this Court.
The Federal Arbitration Act, 9 U.S.C. § 1 et seq.
(the “FAA”), “reflects the fundamental principle that
arbitration is a matter of contract.” Rent-A-Center,
3
West, Inc. v. Jackson, 561 U.S. 63, 67 (2010). Arbitration agreements are “valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity
for the revocation of any contract[.]” 9 U.S.C. § 2.
The undisputed facts demonstrate that Lyles
agreed to arbitrate the disputes raised against Santander. In 2015, Lyles purchased a vehicle from a Maryland automobile dealership. He and the dealership
executed a Buyer’s Order (containing the purchase
terms) and a Retail Installment Sales Contract (the
“RISC”) (containing the finance terms) on the same
day and as part of a single transaction. The dealership
assigned the RISC to Santander.
The Buyer’s Order contains a conspicuous arbitration provision in bold and capital letters that broadly
states the parties agree to arbitrate any disputes arising from the purchase or financing of the vehicle (the
“Arbitration Provision”).
Lyles signed the Buyer’s Order and acknowledged
that he has “read and understood the terms and conditions” and that he “had been given the opportunity
to review all documents prior to signing them.” By doing so he clearly intended to be bound by its terms and
conditions, including the arbitration provisions. Yet,
after reaping the benefits of the transaction under the
parties’ agreement, Lyles attempted to avoid his obligations under it by filing this action.
Santander therefore sought to compel arbitration
of the very type of dispute that Lyles had agreed would
only be brought in that forum. Both the Maryland Circuit Court for Baltimore City and the Appellate Court
of Maryland agreed that Santander properly invoked
the Arbitration Provision.
4
Those courts held that the Buyer’s Order and the
RISC were executed as part of single transaction and
thus to be read and construed together as single, integrated agreement. A party to that agreement can
therefore invoke an arbitration provision contained in
the Buyer’s Order despite the execution of the RISC.
It followed (at least to the first two courts to hear the
issue) that as an assignee of the single, integrated
agreement standing in the shoes of the assignor, Santander has the same rights as the originator under the
agreement, including the right to invoke the arbitration provision. This ruling was in accord with analysis
of the Fourth Circuit under very similar contracts in
Rota–McLarty v. Santander Consumer USA, Inc., 700
F.3d 690 (4th Cir. 2012).
The Maryland Supreme Court disagreed. It held
that Santander was not permitted to enforce the Arbitration Provision because the RISC supposedly carved
it out from the scope of the agreement’s assignment to
Santander as part of the RISC’s integration clause.
This was so even though the Arbitration Provision obligated Lyles to submit any disputes about the financing of his vehicle purchase to binding arbitration. In
fact, the Maryland Supreme Court barely even mentioned this language.
The state court’s refusal to enforce the Arbitration
Provision is flatly inconsistent with this Court’s precedents under the FAA. Further, that decision is inconsistent with the Fourth Circuit’s ruling in Rota–
McLarty, meaning that whether the Arbitration Provision is enforced in Maryland now depends solely on
whether there is federal jurisdiction. This Court
should grant review and reverse.
5
STATEMENT OF THE CASE
I.
Factual Background
On October 20, 2015, Lyles purchased a 2013 Ford
Escape truck from Liberty Ford, a dealer located in
Randallstown, Maryland (the “Dealership”). App.3a.
In connection with that purchase, on the same day
Lyles executed a Buyer’s Order, that set forth the
terms of the vehicle purchase, and a RISC, that set
forth the financing terms regarding the purchase.
App.3a-7a.
The Buyer’s Order is a one-page document with a
front and back side. App.3a-5a. On the front page, it
states that the “Purchaser agrees” that the Buyer’s
Order contains terms and conditions “on both the face
and reverse side hereof.” The back page also states,
“The above and reverse side along with all other documents signed by Purchaser in connection with the Order comprise the entire agreement affecting this purchase[.]”
The bottom of the first page in conspicuous capital
and bold lettering identifies the existence of an agreement that the parties are obligated to arbitrate all disputes and claims:
NOTICE: SEE REVERSE SIDE
AND SEPARATE ARBITRATION AGREEMENT FOR IMPORTANT INFORMATION ON
YOUR RIGHTS AS TO RESOLVING DISPUTES, CONTROVERSIES OR CLAIMS
ARISING FROM THIS ORDER.
App.4a. Lyles’ signature on the Buyer’s Order appears
directly below this notice.
6
The back page of the Buyer’s Order contains “Additional Terms and Conditions.” It includes the Arbitration Provision that states as follows:
The parties irrevocably agree
that any controversy, claim or
dispute arising out of or relating to the purchase or the financing of this vehicle including but not limited to this Purchase Agreement or the
breach thereof shall be resolved by binding arbitration,
pursuant to the separate
Agreement to Arbitrate Disputes . . . SEE SEPARATE ARBITRATION AGREEMENT ATTACHED HERETO AND INCORPORATED BY REFERENCE HEREIN FOR SPECIFIC DETAILS.
App.4a-5a.
By its plain language, the Arbitration Provision explicitly requires any dispute arising from the purchase
and financing of the vehicle to resolved by binding arbitration. The Arbitration Provision also states that a
separate Arbitration Agreement is “incorporated” in
the Buyer’s Order Arbitration Provision. App.5a.
For its part, the Arbitration Agreement, like the
Arbitration Provision in the Buyer’s Order, also requires any dispute arising from the purchase and financing of the vehicle to resolved by binding arbitration. App.27a-28a. It states:
7
Arbitration Agreement to
Arbitrate Disputes
Purchaser and Dealer agree that if
any controversy, claim or dispute
arise out of or relates to the purchase and/or financing of the vehicle . . . the controversy, claim or
dispute will be resolved by binding
arbitration by a single arbitrator
under the applicable rules of the
alternative dispute resolution of
the American Arbitration Association, with that arbitrator rendering a written decision with separate findings of fact and conclusions of law.
Id. The Arbitration Agreement also prohibits the parties from pursuing class-wide consideration of any dispute and includes a specific jury trial waiver:
Purchaser agrees that a class wide
arbitration may not be undertaken
and that no claim arising from a
controversy, claim or dispute may
be adjudicated in or be the basis
for compensation as a result of any
class action proceeding . . .
THE PARTIES UNDERSTAND
THAT THEY ARE WAIVING
THEIR RIGHTS TO A TRIAL, INCLUDING BUT NOT LIMITED
TO A JURY TRIAL AND CLASS
8
CONSIDERATION OF ALL DISPUTES BETWEEN THEM NOT
SPECIFICALLY
EXEMPTED
FROM ARBITRATION.
Id.
All vehicle purchasers of the Dealership were required by the Dealership to sign the Arbitration
Agreement, along with the Buyer’s Order and the
RISC, as part of all vehicle transaction.1 App.32a. The
Arbitration Agreement was the Dealership’s operative
agreement at the time Lyles purchased the vehicle. Id.
By his signature, Lyles “agrees that this [Buyer’s]
Order includes all of the terms and conditions on both
the face and reverse side hereof.” App.3a-4a. He represents that he “read and understood its terms and
conditions including the reverse side,” which included
the arbitration terms. Id.
Lyles also signed the RISC establishing terms of the
financing agreement for the vehicle. App.5a-7a. The
RISC includes what the parties have called an “integration clause.” It provides:
This contract, along with any
other documents signed by
you in connection with the
purchase of the vehicle, comprise the entire agreement between you and us affecting the
purchase. No oral agreements or
understandings
are
binding..
1 The Dealership is no longer in business, and the specific the
Arbitration Agreement signed by Lyles cannot be located.
App.32a.
9
Upon assignment of this contract
(i) only this contact and the addenda to this contact comprise the
entire agreement between you and
the assignee relating to this contract . . .
Id. (emphasis added). The Dealership assigned the
RISC to Santander.
II.
Procedural History
A. On January 11, 2021, Lyles filed a Class Action
Complaint (the “Complaint”) against Santander.
App.7a. The Complaint sets forth a count on his behalf
and on behalf of a putative class alleging that Santander violated Maryland’s Credit Grantor Closed End
Credit Provisions, Md. Commercial Law §§ 12-1001, et
seq. (“CLEC”) and a count alleging that Santander
breached the RISC by charging and collecting “convenience fees” from them for payments they owed under
the RISC and made to Santander “by phone through a
live representative or through an automated system
or through the internet.” Id. The Complaint seeks statutory penalties pursuant to CLEC § 12-1018.
Santander filed a Motion to Compel Non-Class Arbitration and Stay Action (the “Motion”) on April 25,
2023.2 App.8a. Lyles opposed the motion. The Circuit
Court held a hearing regarding Santander’s motion on
August 28, 2023. Id. At the conclusion of a hearing, the
Circuit Court granted Santander’s Motion and compelled non-class arbitration of the dispute, set forth its
2 The two-year gap between the filing of this case and the mo-
tion to compel arbitration is due to extended proceedings following Santander’s attempt to remove this case pursuant to the
Class Action Fairness Act. App.8a.
10
rationale on the record, and entered an Order dated
August 28, 2023. Id.
The Circuit Court concluded that “there is an arbitration agreement . . . it does exist,” and the agreement
“encompasses the scope” of Lyles’ claims. App.58a.
Although not all the details were set out in the Buyer’s
Order, the Circuit Court stated, it was “enough,” and
the arbitrator could determine the other details.
App.59a. Finally, the Circuit Court concluded that the
integration clause did not preclude Santander, as assignee of the RISC, from invoking the arbitration
agreement in the Buyer’s Order. App.57a.
B. Lyles appealed that decision and order. The Appellate Court issued its published decision on October
31, 2024 affirming the Circuit Court order compelling
non-class arbitration. Lyles v. Santander Consumer
USA Inc., 325 A.3d 1000 (Md. App. Ct. 2024). As relevant here, the Appellate Court, relying on Ford v. Antwerpen Motorcars Ltd., 117 A.3d 21 (Md. 2015), held
that “the Buyer’s Order and RISC should be interpreted together as part of a single transaction, and the
assignee obtained all of the rights of the assignor including the right to compel arbitration.” 325 A.3d at
1017.
C. Lyles then petitioned the Maryland Supreme
Court for a writ of certiorari, which it granted on February 21, 2025. 331 A.3d 1276 (Md. 2025). On November 25, 2025, the Supreme Court announced its judgment, reversing the Appellate Court. 347 A.3d 449
(Md. 2025). As relevant to this Petition, the Supreme
Court first assumed, without deciding, that there was
a binding arbitration obligation between Lyles and the
Dealership. Id. at 455. “Even accepting this premise,”
however,” the Supreme Court “conclude[d] that any
11
such arbitration agreement was not within the scope
of the assignment from [the Dealership] to Santander.” Id. at 455-56.
REASONS FOR GRANTING THE PETITION
I. The Decision Below
Court’s Precedents
Contravenes
This
Over the past two decades, this Court has been repeatedly confronted with decisions of lower courts announcing rules hostile on both their face, and in practice, to arbitration. Lamps Plus, Inc. v. Varela, 587
U.S. 176 (2019); Epic Sys. Corp. v. Lewis, 584 U.S. 497
(2018); Kindred Nursing Centers Ltd. P’ship v. Clark,
581 U.S. 246 (2017); AT & T Mobility LLC v. Concepcion, 563 U.S. 333 (2011). These rules were, in every
instance, found to be preempted by the FAA. The decision below cannot be reconciled with those precedents and should suffer the same fate.
“Congress adopted the [FAA] in 1925 in response
to a perception that courts were unduly hostile to arbitration.” Epic Sys. Corp., 584 U.S. at 505. Through
the FAA, “Congress directed courts to abandon their
hostility and instead treat arbitration agreements as
‘valid, irrevocable, and enforceable.’ The Act, this
Court has said, establishes “‘a liberal federal policy favoring arbitration agreements.’” Id.
The FAA counters judicial hostility to arbitration
through “an equal-treatment principle[.]” Kindred
Nursing, 581 U.S. at 251–52. A court may invalidate
an arbitration agreement based on “generally applicable contract defenses” like fraud or unconscionability,
but not on legal rules that “apply only to arbitration or
that derive their meaning from the fact that an agreement to arbitrate is at issue.” Concepcion, 563 U.S. at
339. Where such rules “‘stand[] as an obstacle to the
12
accomplishment and execution of the full purposes
and objectives of Congress’” through the FAA, the rule
is preempted. Id. at 352 (citation omitted).
This principle operates in different ways depending upon the nature the barrier to arbitration created
by state law. The FAA “preempts any state rule discriminating on its face against arbitration—for example, a ‘law prohibit[ing] outright the arbitration of a
particular type of claim.’” Kindred Nursing, 581 U.S.
at 251 (quoting Concepcion, 563 U.S. at 341)). “The Act
also displaces any rule that covertly accomplishes the
same objective by disfavoring contracts that (oh so coincidentally) have the defining features of arbitration
agreements.” Id.; Viking River Cruises, Inc. v. Moriana, 596 U.S. 639, 650 (2022) (“under our decisions,
even rules that are generally applicable as a formal
matter are not immune to preemption by the FAA”);
Epic Sys. Corp., 584 U.S. at 508 (the FAA prohibits
rules “that target arbitration either by name or by
more subtle methods, such as by ‘interfer[ing] with
fundamental attributes of arbitration’” (quoting Concepcion, 563 U.S. at 344)).
Beginning with Concepcion, the Court reviewed a
decision by the California Supreme Court holding that
class-action waivers in arbitration agreements were
unconscionable under California law. Concepcion, 563
U.S. at 339-41. The consumers argued that the California rule was not preempted by the FAA because the
prohibition was “all dispute-resolution contracts, since
California prohibits waivers of class litigation as well.”
Id. at 341. The Court rejected this contention, examining the myriad ways in which the California rule “interferes with arbitration.” Id. Among other things,
“the switch from bilateral to class arbitration sacri-
13
fices the principal advantage of arbitration—its informality—and makes the process slower, more costly,
and more likely to generate procedural morass than
final judgment.” Id. at 348.
In Kindred Nursing, the Kentucky Supreme Court
adopted a clear-statement rule, pursuant to which
agents acting under a power of attorney lacked authority to bind their principals without an explicit authorization to do so in the power of attorney. Kindred
Nursing, 581 U.S. at 250-51. This Court held that the
Kentucky rule was preempted by the FAA. This was
because, notwithstanding the state court’s “attempt to
case the rule in broader terms,” in reality the court
“did exactly what Concepcion barred: adopt a legal
rule hinging on the primary characteristic of an arbitration agreement—namely, a waiver of the right to go
to court and receive a jury trial.” Id. at 252-53. Kentucky’s rule was thus “too tailor-made to arbitration
agreements—subjecting them, by virtue of their defining trait, to uncommon barriers—to survive the FAA’s
edict against singling out those contracts for disfavored treatment.” Id. at 252.
In Epic Systems, this Court considered whether the
National Labor Relations Act (“NLRA”) superseded
the FAA’s command that arbitration be treated
equally with all other contracts. Epic Sys., 584 U.S. at
502-03. There, employees who had previously agreed
to class and collective-action waivers in their arbitration agreements argued that “the NLRA renders their
particular class and collective action waivers illegal,”
and therefore there were not enforceable under the
FAA. Id. at 507. This Court disagreed, holding that the
FAA’s savings “clause offers no refuge for ‘defenses
that apply only to arbitration or that derive their
meaning from the fact that an agreement to arbitrate
14
is at issue.’” Id. at 507-08 (citation omitted). “[T]his
means the saving clause does not save defenses that
target arbitration either by name or by more subtle
methods, such as by ‘interfer[ing] with fundamental
attributes of arbitration.’” Id. at 508.
In Lamps Plus, the Ninth Circuit was faced with
an arbitration clause that “was ambiguous on the issue of class arbitration.” Lamps Plus, 587 U.S. at 180.
Applying the traditional common-law canon of contra
proferentem, the Ninth Circuit resolved this ambiguity
in favor of the non-drafting party and permitted class
arbitration. Id. at 186. This Court reversed, holding
that a finding of ambiguity necessarily means that the
parties did not affirmatively consent to class arbitration, and the Ninth Circuit’s reliance upon contra
proferentem to compel class arbitration was error. Id.
at 187 (“Unlike contract rules that help to interpret
the meaning of a term, and thereby uncover the intent
of the parties, contra proferentem is by definition triggered only after a court determines that it cannot discern the intent of the parties.”). While noting the arguments in dissent that contra proferentem “is a neutral rule that gives equal treatment to arbitration
agreements and other contracts alike,” the Court explained that “equal treatment . . . cannot save from
preemption general rules ‘that target arbitration either by name or by more subtle methods, such as by
‘interfer[ing] with fundamental attributes of arbitration.’” Id. at 188.
While the specific arbitration-skeptical devices
used in these cases differ from the one adopted by the
Maryland Supreme Court in the decision below, the
effect is ultimately the same: arbitration cannot be
had, notwithstanding Lyles’ agreement to submit the
very disputes at issue here to binding arbitration.
15
“[T]he foundational FAA principle [is] that arbitration is a matter of consent.” Stolt-Nielsen S.A. v. AnimalFeeds Int’l Corp., 559 U.S. 662, 684 (2010). Thus,
“[w]hether enforcing an agreement to arbitrate or construing an arbitration clause, courts and arbitrators
must ‘give effect to the contractual rights and expectations of the parties.’ In this endeavor, ‘as with any
other contract, the parties’ intentions control.’” Id. at
682 (citation omitted).
Yet, even though the whole “purpose of the exercise” is “to give effect to the intent of the parties,” StoltNielsen, 559 U.S. at 684, the Maryland Supreme Court
largely ignored the text of the Arbitration Provision
agreed to by Lyles. Rather, the Court focused on parsing the language of the assignment provisions of the
RISC. Lyles, 347 A.3d at 458-59. Specifically, the
Court held that “Lyles’s agreement with Santander
was narrower than his agreement with [the Dealership],” as “neither the Order nor the arbitration provisions referenced within it were included within the assignment to Santander.” Id.
It is indisputable that Lyles intentionally, and
clearly, consented to arbitrate not only his disputes
with the Dealership concerning the sale of the truck,
but also the financing of the sale. On the obverse side
of the Buyer Order executed by Lyles, he “irrevocably
agree[d] that any controversy, claim or dispute arising
out of or relating to the purchase or the financing of
this vehicle . . . shall be settled by binding arbitration[.]” App.4a-5a (emphases added). Thus, “the
intent of the parties,” one of “fundamental importance” under the FAA, Stolt-Nielsen, 559 U.S. at
681, was that “any controversy, claim or dispute arising out of or relating to . . . the financing of this vehicle” was to “be settled by binding arbitration.” App.4a.
16
This manifestation of intent on Lyles’ part to submit disputes regarding the financing of his vehicle to
binding arbitration is plain, and thus must be enforced
under the FAA. Viking River Cruises, 596 U.S. at 650
(the FAA “renders agreements to arbitrate enforceable
as a matter of federal law”); CompuCredit Corp. v.
Greenwood, 565 U.S. 95, 104 (2012) (“the FAA requires
the arbitration agreement to be enforced according to
its terms”).
That is true regardless whether the Buyer Order
was assigned by the Dealership to Santander. Both
Maryland and federal law recognize that non-signatories to arbitration agreements like Santander can
“‘compel a signatory to the clause to arbitrate the signatory’s claims against the nonsignatory despite the
fact that the signatory and nonsignatory lack an
agreement to arbitrate.’”3 Lomax v. Weinstock, Friedman & Friedman, P.A., 583 F. App’x 100, 101 (4th Cir.
2014) (citation omitted). Accordingly, Lyles “is equitably estopped from disclaiming” his agreement to arbitrate “any controversy, claim or dispute arising out of
or relating to . . . the financing of this vehicle.” Id. The
Maryland Supreme Court’s decision thus refused to
compel arbitration because it concluded that Santander was not a party to the arbitration agreement even
though neither Maryland nor federal law requires
Santander to be a party to the arbitration agreement.
The Maryland Supreme Court’s decision therefore
contravenes this Court’s repeated pronouncements
that, under the FAA, agreements to submit disputes
Nothing in the FAA precludes enforcement of arbitration
clauses by non-parties against those agreeing to arbitrate the
claims in question. Arthur Andersen LLP v. Carlisle, 556 U.S.
624, 632 (2009).
3
17
to arbitration must be enforced. This Court should
grant certiorari and reverse.
II. The Maryland Supreme Court’s Decision Creates a Divergent Federal-State Approach in
Maryland That This Court Should Resolve
As the Maryland Supreme Court acknowledged,
the Fourth Circuit has previously addressed the precise question at issue here, coming out the opposite
way. Lyles, 347 A.3d at 459 (citing Rota-McLarty v.
Santander Consumer USA, Inc., 700 F.3d 690 (4th Cir.
2012)). There, as here, a consumer purchased a car
from a Maryland dealer; to consummate this transaction, the parties executed two contracts: “a Buyer’s
Order, which provides the terms of the sale and contains an agreement to arbitrate disputes” and “a Retail Installment Sale Contract . . ., which does not contain an arbitration provision.” Rota-McLarty, 700 F.3d
at 695. The former was not assigned to Santander,
while the latter was. Id. The assigned agreement contained an integration clause stating that “‘[t]his contract contains the entire agreement between you and
us relating to this contract.’” Id. The Fourth Circuit
nonetheless “held that Santander, as assignee of a retail installment sales contract, could enforce an arbitration provision contained in a Buyer’s Order that
was not expressly assigned.” Lyles, 347 A.3d at 459.
This was so even though the only agreement actually
assigned to Santander (1) did not itself contain an arbitration clause and (2) contained an integration provision. Rota-McLarty, 700 F.3d at 700.
In the decision below, the Maryland Supreme
Court “neither adopt[ed] nor reject[ed] the court’s
analysis in Rota-McLarty,” but instead found it inapplicable under the terms of the RISC. Lyles, 347 A.3d
18
at 459. In other words, different appellate courts routinely applying Maryland law have taken divergent
approaches to the arbitrability of disputes relating to
retail installment contracts in Maryland.
Given the “pronounced” and “substantial federal
concern for the enforcement of arbitration agreements,” Quackenbush v. Allstate Ins. Co., 517 U.S.
706, 728–29 (1996), the Court should act to neutralize
this threat to intrastate uniformity and comity.
This Court has acknowledged the strong federal interest in ensuring intrastate uniformity. Felder v. Casey, 487 U.S. 131, 153 (1988) (“A law that predictably
alters the outcome of § 1983 claims depending solely
on whether they are brought in state or federal court
within the same State is obviously inconsistent with
this federal interest in intrastate uniformity.”).
State courts have similarly recognized that divergence between federal and state courts in the same jurisdiction goes against “principles of comity and consistency.”4 Martinez v. Empire Fire & Marine Ins. Co.,
139 A.3d 611, 619 (Conn. 2016). Allowing “federal statutes and regulations to apply differently, and potentially change the outcome of a case, based solely on”
whether suit is filed in state or federal court, “would
create confusion about how federal law . . . and would
4 Of course, state courts are not obligated to follow the deci-
sions of lower federal courts as a matter of vertical stare decicis.
Lockhart v. Fretwell, 506 U.S. 364, 376 (1993) (Thomas, J., concurring) (“The Supremacy Clause demands that state law yield
to federal law, but neither federal supremacy nor any other principle of federal law requires that a state court’s interpretation of
federal law give way to a (lower) federal court’s interpretation. In
our federal system, a state trial court’s interpretation of federal
law is no less authoritative than that of the federal court of appeals in whose circuit the trial court is located.”).
19
potentially encourage forum shopping.” Id. at 620; see
Weatherford ex rel. Michael L. v. State, 81 P.3d 320,
324 (Az. 2003) (“We agree that, although state courts
are not bound by decisions of federal circuit courts, we
may choose to follow substantive decisions of the
Ninth Circuit Court of Appeals, recognizing that doing
so furthers federal-state court relationships. In addition, consistent decisions among federal and state
courts further predictability and stability of the law.”);
Littlefield v. State, Dep’t of Human Servs., 480 A.2d
731, 737 (Me. 1984) (“in the interests of existing harmonious federal-state relationships, it is a wise policy
that a state court of last resort accept, so far as reasonably possible, a decision of its federal circuit court
on such a federal question”); Commonwealth v. Negri,
213 A.2d 670, 672 (Pa. 1965) (declining to follow federal circuit decisions applying in Pennsylvania would
result in litigants “‘walk[ing] across the street’ to gain
a difference result,” an “unfortunate situation would
cause disrespect for the law”), overruled on other
grounds, Commonwealth v. Senk, 223 A.2d 97 (Pa.
1966).
This case exemplifies the potential for mischief
where divergent state and federal views on issues of
federal import occur. Shortly after this putative class
action was filed, “Santander removed the case to the
United States District Court for the District of Maryland, pursuant to the Class Action Fairness Act of
2005 (“CAFA”).” Lyles, 347 A.3d at 454 n.1. Had the
case stayed in federal court, the Fourth Circuit’s decision in Rota-McLarty would have controlled the outcome of Santander’s motion to compel arbitration.
However, “[o]n April 17, 2023, the United States District Court remanded this matter to the circuit court
for failing to meet the jurisdictional threshold” under
20
CAFA. Id. As a result, the Maryland Supreme Court’s
contrary rule, and contrary outcome, applies.
The outcome determinative nature of this happenstance “is obviously inconsistent with this federal interest in intrastate uniformity.” Felder, 487 U.S. at
153. The Court should grant certiorari in order to ensure the desirable outcome of intrastate uniformity.
CONCLUSION
For the foregoing reasons, the Court should grant
the petition for a writ of certiorari.
Respectfully submitted,
Kevin P. Allen
Counsel of Record
DUANE MORRIS LLP
625 Liberty Avenue, Suite
1000
Pittsburgh, PA 15222-3112
(412) 497-1000
kallen@duanemorris.com
Robert J. Brener
DUANE MORRIS LLP
200 Campus Drive, Suite
300
Florham Park, NJ 079321007
Counsel for Petitioner
FEBRUARY 23, 2026
APPENDIX
i
TABLE OF APPENDICES
Page
A P P E N DI X A — O P I N ION O F T H E
SU PREM E COU RT OF M A RY L A N D,
FILED NOVEMBER 25, 2025 . . . . . . . . . . . . . . . . . 1a
A P P E N DI X B — O P I N ION O F T H E
APPELLATE COURT OF MARYLAND,
FILED OCTOBER 31, 2024 . . . . . . . . . . . . . . . . . . . 23a
A PPENDIX C — EXCERPT OF TRA NS C R I P T S I N T H E CI R C U I T C OU RT
FOR BALTIMORE CITY, MARYLAND,
DATED AUGUST 28, 2023 . . . . . . . . . . . . . . . . . . . 55a
APPENDIX D — EXCERPTS OF THE BRIEF
OF APPELLEE SANTANDER CONSUMER
USA INC. IN THE SUPREME COURT OF
MARYLAND, FILED JULY 2, 2025 . . . . . . . . . . 60a
APPENDIX E — EXCERPT OF BRIEF IN
THE APPELLATE COURT OF MARYLAND,
FILED MARCH 1, 2024 . . . . . . . . . . . . . . . . . . . . . 63a
APPENDIX F — EXCERPT OF MEMORANDUM OF LAW IN THE CIRCUIT COURT
FOR BA LTIMORE CIT Y, M A RYLA ND
FILED MAY 2, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . 65a
1a
Appendix
A
APPENDIX A
— OPINION
OF THE
SUPREME COURT OF MARYLAND,
FILED NOVEMBER 25, 2025
IN THE SUPREME COURT
OF MARYLAND
No. 2
September Term, 2025
JABARI MORESE LYLES
v.
SANTANDER CONSUMER USA INC.
Filed November 25, 2025
Fader, C.J.,
Watts,
Booth,
Biran,
Gould,
Eaves,
Killough,
JJ.
Opinion by Gould, J.
In this dispute between the purchaser of a used car
and the lender that financed that purchase, we must
determine whether the circuit court erred in granting
the lender’s motion to compel arbitration. The purchaser
2a
Appendix A
and the car dealership signed two contracts: one that
established the purchase price and the other that
established the financing terms. The purchase contract
included a provision requiring the parties to arbitrate
certain types of disputes. The financing contract contained
no such requirement, but did contain language providing
that: (1) it was immediately assigned to the lender; and (2)
upon its assignment, the lender’s contract with the buyer
consisted of only the financing contract and any addenda
to the financing contract.
Relying on caselaw providing that multiple contracts
governing a single transaction must be construed as one,
the lender argued that, as the assignee of the financing
contract, it was also the assignee of the purchase
contract and, hence, the arbitration agreement contained
therein. The purchaser, on the other hand, disputed that
the purchase contract included a binding arbitration
agreement but argued that, even if it did, the lender was
assigned only the financing contract and therefore was
not an assignee of the arbitration agreement. The circuit
court agreed with the lender on both issues and granted
its motion to compel arbitration. The Appellate Court
of Maryland affirmed the circuit court’s judgment in a
reported opinion. Lyles v. Santander Consumer USA
Inc., 263 Md. App. 583, 325 A.3d 1000 (2024).
This case turns on contract language that distinguishes
between the purchaser’s entire agreement with the dealer
and the contract rights that passed to the lender. For the
following reasons, we hold that, even if there was a binding
agreement to arbitrate between the purchaser and the car
3a
Appendix A
dealer, the arbitration agreement was not within the scope
of the assignment to the lender. Accordingly, we reverse
the judgment of the Appellate Court.
I
A
On October 20, 2015, Petitioner Jabari Morese Lyles
bought a Ford Escape truck from Deer Automotive Group,
LLC. The transaction was memorialized in two signed
contracts.
1
The first was a purchase order for the truck (“Order”),
a one-page document with terms and provisions on
both sides. The Order identifies the truck by its vehicle
identification number and states the purchase price,
warranty price, trade-in allowance, and other charges, all
of which yielded an “unpaid cash balance due on delivery”
of $20,657.
The signature lines for “Purchaser” and “Dealer” are
on the front page of the Order. Immediately above the
signatures appear these two provisions:
Purchaser agrees that this Order includes all of
the terms and conditions on both the face and
reverse side hereof, and that this Order cancels
and supersedes any prior agreement and as
of the date hereof comprises the complete
4a
Appendix A
and exclusive statement of the terms of the
agreement relating to the subject matters
covered.
NOTICE: SEE REVERSE SIDE A N D
SEPARATE ARBITRATION AGREEMENT
FOR IMPORTANT INFORMATION ON
YOU R RIGH T S A S T O RE SOLV I NG
DISPUTES, CONTROVERSIES OR CLAIMS
ARISING FROM THIS ORDER.
In addition, immediately above Mr. Lyles’s signature
appears this condition:
SUBJECT TO FINANCE APPROVAL, IF
APPLICABLE.
The reverse side of the Order lists “ADDITIONAL
TERMS A ND CONDITIONS,” one of which was
Paragraph 7:
The parties irrevocably agree that any
controversy, claim or dispute arising out of
or relating to the purchase or the financing of
this vehicle including but not limited to this
Purchase Agreement or the breach thereof
shall be settled by binding arbitration,
pursuant to the separate Agreement to
A rbitrate Disputes. However, binding
arbitration will not apply to the failure
of the Purchaser to provide consideration
including failure to pay a note, a dishonored
5a
Appendix A
check, failure to provide a trade title, or
failure to pay a deficiency resulting from
an additional payoff on a trade. In . . .
addition, binding arbitration will not apply
to Dealer’s right to retake possession of the
vehicle. SEE SEPARATE ARBITRATION
AGREEM EN T AT TACH ED H ERET O
AND INCORPORATED BY REFERENCE
HEREIN FOR SPECIFIC DETAILS.
The reverse side of the Order also includes Paragraph 18:
The above and the reverse side along with other
documents signed by Purchaser in connection
with this Order comprise the entire agreement
affecting this purchase, and no other agreement
or understanding of any nature concerning
same has been made or entered into or will be
recognized.
On both sides of the document, the Order refers to
itself as “this Order,” “THIS ORDER,” “this Agreement,”
“this agreement,” “this order,” or “this Purchase
Agreement.”
2
The second contract was a two-page Retail Installment
Sale Contract (“RISC”). At the top of the first page, Mr.
Lyles is identified as “Buyer” and throughout is referred to
as “you.” Deer Auto is identified as the “Seller-Creditor”
and is defined as “we,” “us,” and “Seller.”
6a
Appendix A
The first page contains the business terms of the
$20,657 loan, including monthly payments of $503.52 for
six years, a total finance charge of $15,596.44, and a total
payment of $36,253.44. On the first page, immediately
above the signature line, the RISC contains this
integration clause:
This 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. No
oral agreements or understandings are binding.
Upon assignment of this contract: (i) only this
contract and the addenda to this contract
comprise the entire agreement between you
and the assignee relating to this contract; (ii)
any change to this contract must be in writing
and the assignee must sign it; and (iii) no oral
changes are binding.
***
NOTICE TO RETAIL BUYER: Do not sign
this contract in blank. You are entitled to a copy
of the contract at the time you sign. Keep it to
protect your legal rights.
Immediately below the signature lines appears the
following assignment clause:
Seller assigns its interest in this contract to
SANTANDER CONSUMER USA (Assignee)
7a
Appendix A
under the terms of Seller’s agreement(s) with
Assignee.
The RISC contains no arbitration provisions.
The second page of the RISC includes other terms and
conditions. On both pages, the RISC consistently refers
to itself as “this contract.” In one place, it refers to itself
as “THIS CONSUMER CREDIT CONTRACT” and in
another place, it distinguishes itself from “the contract
of sale,” an evident reference to the Order:
5. Used Car Buyers Guide. The information you
see on the window form for this vehicle is part
of this contract. Information on the window
form overrides any contrary provisions in the
contract of sale.
B
On January 11, 2021, Mr. Lyles filed a putative class
action complaint in the Circuit Court for Baltimore City,
alleging that Santander violated statutory and contractual
obligations as outlined in Maryland’s Credit Grantor
Closed End Credit Provisions, Md. Code Ann., Com. Law
§ 12-1001 et seq. (2023). Specifically, Mr. Lyles contended
that Santander breached its RISC with Mr. Lyles and
the other members of the putative class by improperly
charging and receiving convenience fees for the payments
made on its loans.
8a
Appendix A
1
Over two years later,1 Santander moved to compel
arbitration. At that time, Deer Auto was no longer
in business. Santander supported its motion with an
affidavit from Deer Auto’s former attorney, and Mr. Lyles
supported his opposition with a sworn declaration from
the same attorney. The attorney acknowledged that he
had no personal knowledge of Mr. Lyles’s purchase of the
truck. The attorney did say, however, that he
drafted and /or reviewed the arbitration
agreement to be signed by customers as part
of all vehicle transactions (the “Arbitration
Agreement”), along with a Buyer’s Order and a
Retail Installment Sales Contract (“RISC”). It
was my understanding that all [of Deer Auto’s]
vehicle purchasers, new or used, were obligated
to sign the Arbitration Agreement as part of a
vehicle transaction.
The attorney further explained that Deer Auto’s records
were unavailable, but he authenticated a copy of an
arbitration agreement with another customer as evidence
1. In March 2021, Santander removed the case to the United
States District Court for the District of Maryland, pursuant to
the Class Action Fairness Act of 2005 (“CAFA”), as set forth in 28
U.S.C. § 1332(d)(2). Santander also moved to compel arbitration.
On April 17, 2023, the United States District Court remanded this
matter to the circuit court for failing to meet the jurisdictional
threshold for a CAFA claim and denied Santander’s motion as
moot.
9a
Appendix A
of the agreement that Deer Auto had used at the time it
contracted with Mr. Lyles. That arbitration agreement
provided:
Unless specifically exempted from arbitration
pursuant to paragraph 7 of the Purchase
Agreement, Purchaser and Dealer agree that
if any controversy, claim or dispute arise out
of or relates to the purchase and/or financing
of the vehicle, including any negotiations
or applications for credit or other dealings
or interactions w ith the Dealership, the
controversy, claim or dispute will be resolved
by binding arbitration by a single arbitrator
under the applicable rules of the alternative
dispute resolution of the American Arbitration
Association, with that arbitrator rendering a
written decision with separate findings of fact
and conclusions of law. The arbitrator shall be
a person involved in the retail automotive field
having no less than five (5) years experience
in such field, disinterested in this purchase,
lease or financing transaction, not affiliated
with the parties, and recognized as ethical
and reputable. An award by the arbitrator
shall be final and binding on all parties to the
proceeding and is not appealable to any court
or other body. The arbitrator shall apply the
substantive law of the state of Maryland and
the arbitration shall take place in Baltimore
County, Maryland.
10a
Appendix A
Mr. Lyles opposed the motion and countered that
he never signed an arbitration agreement, was never
presented with the Separate Arbitration Agreement
referenced in paragraph 7 of the Order, and never
reviewed any such document. Mr. Lyles also argued that,
even if he had agreed to arbitrate disputes with Deer Auto,
the arbitration agreement was not assigned to Santander.
At a hearing on Santander’s motion, the circuit court
concluded that: (1) the Order included a binding agreement
to arbitrate; (2) because the Order and RISC memorialized
a single transaction, they needed to be construed as one
contract; and (3) the integration clause in the RISC did
not render the arbitration agreement unenforceable. As a
result, the court granted the motion to compel arbitration.
2
Mr. Lyles timely appealed and advanced the same
arguments in the Appellate Court of Maryland, which
affirmed the circuit court in a reported opinion. Lyles v.
Santander Consumer USA Inc., 263 Md. App. 583, 325
A.3d 1000 (2024). The court concluded that Mr. Lyles’s
“failure to sign or receive the Separate Arbitration
Agreement does not make the arbitration provision
unenforceable,” holding that Mr. Lyles was “presumed
to know the contents” of the incorporated agreement,
despite never being shown its terms. Id. at 606-07, 325
A.3d 1000. The court also determined that the absence of
specific arbitration details did not defeat the agreement
to arbitrate, as such gaps could be filled by the Maryland
Uniform Arbitration Act. Id. at 604, 325 A.3d 1000.
11a
Appendix A
The court further held that “the Buyer’s Order and
RISC should be interpreted together as part of a single
transaction, and the assignee [Santander] obtained all the
rights of the assignor [Deer Auto], including the right to
compel arbitration.” Id. at 612, 325 A.3d 1000.
Mr. Lyles petitioned for a writ of certiorari, which we
granted. Lyles v. Santander Consumer USA, Inc., 490
Md. 81, 331 A.3d 1276 (2025).
II
A
When faced with a petition to compel arbitration under
section 3-207 of the Courts and Judicial Proceedings
Article of the Annotated Code of Maryland, the circuit
court’s role is limited to determining, without a jury,
whether an arbitration agreement for the specific dispute
exists. Park Plus, Inc. v. Palisades of Towson, LLC, 478
Md. 35, 51, 272 A.3d 309 (2022) (first citing Md. Code Ann.,
Cts. & Jud. Proc. (“CJP”) §§ 3-204, 3-207(b), *3-208(c)
(2020); and then citing Gold Coast Mall, Inc. v. Larmar
Corp., 298 Md. 96, 104, 468 A.2d 91 (1983)). A court’s
enforcement power can be invoked in two ways: first,
when one party refuses to arbitrate, the other party may
petition to compel arbitration; and second, when one party
initiates or threatens arbitration, the resisting party may
petition to stay the proceedings. Id. at 51, 272 A.3d 309. In
either instance, if the court determines that an arbitration
agreement exists, it shall order arbitration; otherwise, it
shall deny the petition. Id. (citing CJP § 3-207(c)).
12a
Appendix A
B
Mr. Lyles advances two principal arguments against
the existence of a binding arbitration agreement. The
first argument raises an issue of contract formation. Mr.
Lyles contends that he cannot be bound by the Separate
Arbitration Agreement referenced on the first page of the
Order because it was not, in fact, attached to the Order
and therefore was not incorporated by reference under its
plain language. He also maintains that because he never
received, reviewed, or signed the Separate Arbitration
Agreement, he is not bound by it because Maryland law
requires mutual assent to contract terms. He argues
that “[a] form contract cannot, by its own self-serving
declaration, magically bind a consumer to secret terms
tucked away elsewhere.” Mr. Lyles further contends that
the language in the Order is too indefinite to create any
enforceable obligation to arbitrate.
Santander counters that ordinary principles of
contract law, coupled with Maryland’s strong public
policy favoring arbitration, support enforcement of the
arbitration agreement. Santander argues that Mr. Lyles
is bound by the Separate Arbitration Agreement through
valid incorporation by reference, asserting that Maryland
law presumes a party who signs a contract knows its
contents and that Mr. Lyles acknowledged reading and
understanding the Order. Santander further maintains
that any lack of specificity in arbitration procedures is
cured by the Maryland Uniform Arbitration Act’s gapfilling provisions.
13a
Appendix A
The second argument made by Mr. Lyles raises
an issue of contract interpretation. Mr. Lyles argues
that Santander, as assignee of only the RISC, lacks
standing to enforce any arbitration provision in the
unassigned Order. He maintains that the RISC’s “upon
assignment” integration clause limits Santander’s rights
exclusively to “this contract and the addenda to this
contract”—the RISC, which contains no arbitration
provision—distinguishing this clause from the separate
integration clauses in the Order and RISC that governed
his relationship with Deer Auto.
Santander counters that, under Ford v. Antwerpen
Motorcars Ltd., 443 Md. 470, 117 A.3d 21 (2015), the
Order and RISC constitute a single, integrated agreement
that should be construed together, giving Santander, as
assignee, all rights of the assignor, including the right
to compel arbitration. Santander maintains that the
integration clause language here is identical to that in Ford
and Rota-McLarty v. Santander Consumer USA, Inc., 700
F.3d 690 (4th Cir. 2012), where both courts concluded that
assignees could enforce arbitration provisions. Mr. Lyles
contends that these cases are distinguishable.
For purposes of our analysis, we assume without
deciding that the arbitration provisions referenced in the
Order created a binding obligation between Mr. Lyles and
Deer Auto. 2 Even accepting this premise, we conclude that
2. This Court granted the petition for writ of certiorari on
two issues:
1. Where a separate document is never made
available to, shown to, or signed by a contracting
14a
Appendix A
any such arbitration agreement was not within the scope
of the assignment from Deer Auto to Santander.
1
We beg in w ith the pr inciples that g uide our
interpretation of contracts:
Maryland courts follow the objective theory of
contract interpretation. Under that approach,
unless the language of the contract is ambiguous,
we interpret it based on what a reasonable
person in the position of the parties would have
understood the language to mean and not the
subjective intent of the parties at the time of
formation. Therefore, it is the written language
embodying the terms of an agreement that will
govern the rights and liabilities of the parties,
party, but that separate document is incorporated by
reference into the underlying contract, is a consumer
bound by the terms of that separate document
despite the fact that the consumer had no knowledge
of or access to the terms contained in that separate
document?
2. When a contract contains two distinct integration
clauses—one defining the rights and obligations
between the buyer and seller and the other defining
the rights and obligations between the buyer and the
assignee—does the assignee obtain rights under the
terms of the buyer/seller integration clause?
Our resolution of the second question renders it unnecessary to
address the first.
15a
Appendix A
irrespective of the intent of the parties at the
time they entered into the contract.
We do not, however, interpret contractual
language in a vacuum. Instead, we interpret
that language in context, which includes not
only the text of the entire contract but also
the contract’s character, purpose, and the
facts and circumstances of the parties at the
time of execution. Although providing relevant
context may necessarily require consultation of
evidence beyond the four corners of the contract
itself, it does not extend to extrinsic or parol
evidence of the parties’ subjective intent, such
as evidence of the parties’ negotiations. Such
evidence may be considered only after a court
first determines that the relevant contract
language is ambiguous, which occurs when,
viewing the plain language in its full context, a
reasonably prudent person could ascribe more
than one reasonable meaning to it.
In interpreting the plain language of a contract
in context, we attempt to construe the contract
as a whole, interpreting separate provisions
harmoniously, so that, if possible, all of them
may be given effect. Construing the contract
as a whole requires that effect be given to each
clause to avoid an interpretation which casts out
or disregards a meaningful part of the language
of the writing unless no other course can be
sensibly and reasonably followed.
16a
Appendix A
It is a bedrock principle of contract interpretation
in Maryland that our courts consistently strive
to interpret contracts in accordance with
common sense.
Adventist Healthcare, Inc. v. Behram, 488 Md. 410, 43234, 322 A.3d 1 (2024) (citation modified).
Some transactions are memorialized in multiple
instruments. In such transactions, to the extent possible,
courts will harmonize and give effect to the provisions of
each instrument. Rourke v. Amchem Prods., Inc., 384 Md.
329, 354, 863 A.2d 926 (2004). Put otherwise, to ascertain
the contracting parties’ intentions, courts will apply the
traditional canons of contract interpretation across the
multiple instruments by construing them as a single
contract. The multiple instrument rule, therefore, merely
assists courts in carrying out their interpretive role. It
is not used to negate or override the parties’ intent made
evident in the language used in the contract documents.
2
This Court applied the multiple instrument rule in
Ford v. Antwerpen Motorcars to determine whether
used-car purchasers were required to arbitrate their
disputes with the dealer. 443 Md. at 483, 117 A.3d 21.
In Ford, the purchasers sued the dealership, alleging
misrepresentations related to the sale. Id. at 473, 117
A.3d 21. As with the transaction here, the buyers and
dealer memorialized their agreement in a “Buyer’s Order”
and a retail installment sale contract. The arbitration
17a
Appendix A
agreement was included in the Buyer’s Order, not the
installment contract. The buyers contended that, because
the installment contract was signed after the Buyer’s
Order, “the Buyer’s Order was superseded by the RISC,
which contained no arbitration agreement.” Id. at 475, 117
A.3d 21. This Court rejected that argument, holding that
the Buyer’s Order and the installment contract should be
read together as evidencing the parties’ entire agreement.
Id. at 479-80, 117 A.3d 21.
In reaching that conclusion, we relied on the
installment contract’s integration clause, which stated
that “[t]his contract along with all other documents signed
by you in connection with the purchase of this vehicle,
comprise the entire agreement.” Id. at 479, 117 A.3d 21
(alteration in original) (emphasis omitted). We also applied
the principle that “[w]here 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.” Id. (quoting
Rocks v. Brosius, 241 Md. 612, 637, 217 A.2d 531 (1966)).
Santander relies on Ford for the proposition that the
Order and RISC must be construed as a single contract.
But Santander’s reasoning conflates two issues: (1)
whether the two instruments (the Order and the RISC)
should be read together to understand the obligations
of the original parties to the contracts—Mr. Lyles and
Deer Auto; and (2) the scope of the assignment, that is,
whether both instruments were assigned to Santander.
Ford resolved only the former, but the issue before us is
the latter. Because Ford did not involve claims against
18a
Appendix A
an assignee, it provides no guidance on the scope of the
assignment to Santander.
Contract rights can be assigned in whole or in part. See
Pub. Serv. Comm’n of Md. v. Panda-Brandywine, L.P.,
375 Md. 185, 197-98, 825 A.2d 462 (2003). Determining
the scope of an assignment does not turn on whether
the transaction was documented in a single instrument
or multiple instruments. Rather, it turns on the specific
language used in the provisions governing the assignment.
To illustrate the point, consider what the analysis would
entail if we extracted each provision from both the Order
and the RISC, inserted them into a single document, and
organized the document with sequential numbering. This
would be a change in form only. But because we would now
have a single document, there would be no need to apply
the multiple instrument rule; we would simply apply the
settled rules of contract interpretation. Thus, we would
examine the assignment clause and related contract
language to determine which provisions—or which rights
arising from those provisions—were included within the
scope of the assignment to Santander. That Deer Auto
chose to memorialize this transaction in two separate
documents does not alter the analysis.
3
The RISC has two provisions that define the scope
of the assignment. The first is the assignment clause
itself: “Seller assigns its interest in this contract to
SANTANDER CONSUMER USA (Assignee) under the
terms of Seller’s agreement(s) with Assignee.” Under
19a
Appendix A
the plain language of this provision, the thing assigned
to Santander was Deer Auto’s entire interest in “this
contract.” The RISC refers to itself as “this contract”
in at least 25 places. Because the arbitration provisions
Santander seeks to enforce are contained only in the
Order, we must determine whether, as Santander insists,
“this contract”—the RISC—incorporates the Order.
Answering this question requires us to construe the
assignment clause in harmony with the RISC’s integration
clause, which reads:
This 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. No
oral agreements or understandings are binding.
Upon assignment of this contract: (i) only this
contract and the addenda to this contract
comprise the entire agreement between you
and the assignee relating to this contract; (ii)
any change to this contract must be in writing
and the assignee must sign it; and (iii) no oral
changes are binding.
The first sentence defines “the entire agreement”
between Mr. Lyles and Deer Auto as “this contract” plus
“all other documents signed by you in connection with the
purchase of this vehicle.” The only two documents signed
by Mr. Lyles were the RISC and the Order.
20a
Appendix A
Notice that under the plain language and grammatical
structure of the first sentence, “this contract” is one
thing—the RISC—and “all other documents” (including
the Order) are separate things that, when combined,
comprise the “entire agreement” between the original
contracting parties: Mr. Lyles and Deer Auto. Put another
way, the Order is part of the “entire agreement” with
Deer Auto but is not part of “this contract.” Under the
assignment clause, however, only “this contract” was
assigned, not the “entire agreement.”
The third sentence confirms this interpretation by
defining “the entire agreement between you and the
assignee”—that is, Mr. Lyles and Santander—upon
assignment of “this contract.” Notice the use of the
limiting word “only” in confirming that “only this contract
[the RISC] and the addenda to [the RISC] comprise the
entire agreement between” Mr. Lyles and Santander.
The first and third sentences of the integration clause
can be expressed in separate equations:
As these equations illustrate, Mr. Lyles’s agreement
with Santander was narrower than his agreement with
Deer Auto. The word “only” in the third sentence is the
21a
Appendix A
linchpin. By providing that “only this contract and the
addenda to this contract comprise the entire agreement
between you and the assignee,” the third sentence
(represented by the second equation) excludes from the
“entire agreement” with the assignee what the first
sentence included in the “entire agreement” with the
dealer: “all other documents signed by you in connection
with the purchase of this vehicle.” The Order falls squarely
within that excluded category; therefore, neither the
Order nor the arbitration provisions referenced within it
were included within the assignment to Santander.
Santander’s interpretation—that “this contract”
includes the Order—would render the bifurcated
structure of the RISC’s integration clause superfluous.
If “this contract” includes the Order, there is no reason
to distinguish between the pre-assignment scope (“this
contract, along with all other documents . . . ”) and the
post-assignment scope (“only this contract and the
addenda . . . ”). The limiting word “only” would serve no
function. We reject an interpretation that strips this word
of all meaning.
4
Santander’s reliance on Rota-McLarty, 700 F.3d at
697-98, is misplaced. There, a used-car buyer brought a
putative class action against Santander, the assignee of
a retail installment sales contract, alleging violations of
Maryland consumer protection laws. Id. at 694-95. The
United States Court of Appeals for the Fourth Circuit held
that Santander, as assignee of a retail installment sales
22a
Appendix A
contract, could enforce an arbitration provision contained
in a Buyer’s Order that was not expressly assigned. Id.
at 701. We neither adopt nor reject the court’s analysis in
Rota-McLarty, but instead find it inapplicable because it
does not address the bifurcated integration language on
which our analysis turns.
In Rota-McLarty, the integration clause in the
installment contract stated simply: “This contract
contains the entire agreement between you and us relating
to this contract. Any change to this contract must be in
writing and we must sign it. No oral changes are binding.”
Id. at 695. Unlike the RISC here, that integration clause
contained no “upon assignment” provision defining what
rights pass to an assignee. The court, thus, did not confront
language specifically limiting the scope of the assignment.
We do, and that language controls our analysis.
JUDGMENT OF THE APPELLATE
COURT OF MARYLAND REVERSED.
CASE REMANDED TO THAT COURT
WITH INSTRUCTIONS TO REMAND TO
THE CIRCUIT COURT FOR FURTHER
PROCEEDINGS. COSTS TO BE PAID
BY RESPONDENT.
23a
Appendix
B THE APPELLATE
APPENDIX B — OPINION
OF
COURT OF MARYLAND, FILED OCTOBER 31, 2024
IN THE APPELLATE COURT
OF MARYLAND
No. 1459
September Term, 2023
JABARI MORESE LYLES
v.
SANTANDER CONSUMER USA INC.
Filed October 31, 2024
Graeff,
Tang,
Eyler, Deborah S.
(Senior Judge, Specially Assigned)
JJ.
Opinion by Graeff, J.
This appeal arises from a class action complaint
filed by Jabari Lyles, appellant, in the Circuit Court for
Baltimore City, against Santander Consumer USA Inc.
(“Santander”), appellee. The complaint alleged breach of
contract and violations of the Maryland Credit Grantor
Closed End Credit Provisions (“CLEC”), Md. Code
Ann., Com. Law (“CL”) §§ 12-1001 to 1030 (2023 Supp.),
24a
Appendix B
in connection with Santander’s practice of collecting
convenience fees from customers. Santander filed a Motion
to Compel Non-Class Arbitration and Stay the Action (the
“Motion to Compel Arbitration”), which the circuit court
granted.
On appeal, appellant presents three questions for
this Court’s review,1 which we have consolidated into the
following question:
Did the court err in granting Santander’s
Motion to Compel Arbitration?
For the reasons set forth below, we shall affirm
the judgment of the circuit court.
1. Mr. Lyles’s questions presented are as follows:
1. Were either the Buyer’s Order or Separate Arbitration
Agreement incorporated, by reference, into the RISC
with respect to Santander?
2. Do the Buyer’s Order or Separate A rbit ration
Agreement independently provide Santander the
contractual right to force Lyles to arbitration?
3. Under Maryland contract law, can a party be bound by
a contract if that party did not sign the contract, was not
provided a copy of the contract, and did not otherwise
agree to the terms contained within the contract?
25a
Appendix B
FACTUAL AND PROCEDURAL BACKGROUND
I.
Vehicle Purchase
In October 2015, Mr. Lyles purchased a Ford Escape
from Liberty Ford, a Maryland automobile dealership. 2
Mr. Lyles and Liberty Ford each signed two documents:
(1) an order that established the vehicle purchase terms
(“Buyer’s Order”); and (2) a Retail Installment Sales
Contract (the “RISC”), which established the vehicle
financing terms. The documents were signed on the same
day as part of one transaction.
The Buyer’s Order listed the unpaid cash balance
of the vehicle purchase as $20,657. There were two
signatories to the Buyer’s Order, the “DEALER OR
AUTHORIZED REPRESENTATIVE,” Wendell Fisher,
a Liberty Ford salesman, and the “PURCHASER,” Mr.
Lyles. The Buyer’s Order did not refer to Santander, or
any other assignee, and it did not contain any language
indicating that the obligation established in the Buyer’s
Order may be assigned to a third party. The Buyer’s
Order, a one-page document, contained the following
provision, in bold, directly above the signature line on
the front page:
NOTICE: SEE REVERSE SIDE A N D
SEPARATE ARBITRATION AGREEMENT
2. Liberty Ford is part of Deer Automotive Group, LLC.
26a
Appendix B
FOR IMPORTANT INFORMATION ON
YOU R RIGH T S A S T O RE SOLV I NG
DISPUTES, CONTROVERSIES OR CLAIMS
ARISING FROM THIS ORDER.
The back page of the Buyer’s Order contained
“Additional Terms and Conditions.” Paragraph 18 of these
terms and conditions stated that “[t]he above and reverse
side along with other documents signed by Purchaser in
connection with this Order comprise the entire agreement
affecting this purchase, and no other agreement or
understanding of any nature concerning same has been
made or entered into will be recognized.” Paragraph 7
stated, in bold print, as follows:
The parties irrevocably agree that any
controversy, claim or dispute arising out of
or related to the purchase or the financing of
this vehicle including but not limited to this
Purchase Agreement or the breach thereof
shall be settled by binding arbitration,
pursuant to the separate Agreement to
A rbitrate Disputes. However, binding
arbitration will not apply to the failure
of the Purchaser to provide consideration
including failure to pay a note, a dishonored
check, failure to provide a trade title, or
failure to pay a deficiency resulting from
an additional payoff on a trade. In []
addition, binding arbitration will not apply
to Dealer’s right to retake possession of the
vehicle. SEE SEPARATE ARBITRATION
27a
Appendix B
AGREEM EN T AT TACH ED H ERET O
AND INCORPORATED BY REFERENCE
HEREIN FOR SPECIFIC DETAILS.
There is no record of a separate signed arbitration
agreement between Lyles and Liberty Ford. Mr. Lyles
stated that he was not presented with, and never signed,
a separate arbitration agreement.
The standard Arbitration Agreement to Arbitrate
Disputes (the “Separate A rbitration Agreement”)
allegedly used by Liberty Ford at the time of Mr. Lyles’
vehicle purchase, however, stated that any disputes
relating to the purchase or financing of the vehicle would
be subject to binding arbitration. It provided:
Purchaser and Dealer agree that if any
controversy, claim or dispute arise out of
or relates to the purchase and/or financing
of the vehicle, including any negotiations
or applications for credit or other dealing
or interactions w ith the Dealership, the
controversy, claim or dispute will be resolved
by binding arbitration by a single arbitrator
under the applicable rules of the alternative
dispute resolution of the American Arbitration
Association, with that arbitrator rendering a
written decision with separate findings of fact
and conclusions of law. The arbitrator shall be
a person involved in the retail automotive field
having no less than five (5) years experience
in such field, disinterested in this purchase,
28a
Appendix B
lease or financing transaction, not affiliated
with the parties, and recognized as ethical and
reputable.
The Separate Arbitration Agreement also specified
that purchasers were waiving their right to a jury trial
and class action consideration for any claims subject to
arbitration:
THE PA RTIES UNDERSTA ND TH AT
THEY ARE WAIVING THEIR RIGHTS
TO A TRI A L, INCLUDING BU T NOT
LIMITED TO A JURY TRIAL AND CLASS
CONSIDERATION OF ALL DISPUTES
BETWEEN THEM NOT SPECIFICALLY
EXEMPTED FROM ARBITRATION.
The RISC, which was signed the same day as the
Buyer’s Order, established the terms of the financing
agreement for the vehicle. It provided that Mr. Lyles would
make monthly loan payments in the amount of $503.52
for 72 months, for a total of $36,253.44. The RISC was
signed by Mr. Lyles, the “Buyer,” and Deer Automotive
Group LLC, the “Seller-Creditor.” The RISC stated that
the seller “may assign this contract and retain its right
to receive a part of the Finance Charge.” Underneath the
seller’s signature, at the bottom of the first page of the
document, the RISC stated: “Seller assigns its interest
in this contract to SANTANDER CONSUMER USA
(Assignee) under the terms of Seller’s agreement(s) with
Assignee.”
29a
Appendix B
The RISC also contained an integration clause, which
provided, in relevant part, as follows:
This 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 the purchase.[3] No
oral agreements or understandings are binding.
Upon assignment of this contract: (i) only this
contract and the addenda [4] to this contract
comprise the entire agreement between you
and the assignee relating to this contract; (ii)
any change to this contract must be in writing
and the assignee must sign it; and (iii) no oral
changes are binding.
Mr. Lyles signed directly under this provision. There is
no mention of arbitration in the RISC.
Pursuant to the assignment provision of the RISC,
Mr. Lyles made monthly payments to Santander. The
complaint alleged that, as of December 2020, Mr. Lyles
had paid a total of $27,029.67 on the loan, and Santander
claimed that he still owed $15,603.54.
3. The RISC specified that the term “us” in the contract referred to
the Seller-Creditor.
4. No evidence of any addenda to the RISC was presented.
30a
Appendix B
II.
Complaint and Motion to Compel Arbitration
On January 11, 2021, Mr. Lyles filed the Class Action
Complaint (the “Complaint”) against Santander in the
Circuit Court for Baltimore City, alleging breach of
contract and violations of the CLEC due to Santander’s
practice of collecting convenience fees from customers
who made loan payments “by phone through a live
representative or through an automated system or through
the internet.” The named class members were all persons
who entered into a RISC governed by the CLEC between
October 15, 2015 and October 31, 2015, were charged a
convenience fee by Santander between January 1, 2016 and
January 15, 2016, and “from whom Santander collected
more than the principal amount of the RISC.” Mr. Lyles
sought civil remedies under the CLEC, actual damages
equal to the amount of the convenience fees collected, and
an award of pre-judgment and post-judgment interest on
all sums awarded.
On March 4, 2021, Santander filed a Notice of Removal
to the United States District Court for the District of
Maryland pursuant to the Class Action Fairness Act of
2005 (“CAFA”), 28 U.S.C. § 1332(d)(2). On March 5, 2021,
Santander filed a Motion to Compel Non-Class Arbitration
and Stay Action, and Mr. Lyles filed a motion to remand
the case to state court. On April 17, 2023, the United
States District Court issued an order remanding the case
to the Circuit Court for Baltimore City, concluding that
the amount in controversy did not meet the five million
31a
Appendix B
dollar threshold for diversity jurisdiction under CAFA, 5
and denying Santander’s motion to compel arbitration as
moot.
Following remand to the circuit court, Santander filed
a Motion to Compel Non-Class Arbitration and Stay Action
and Request for Hearing. Santander argued that because
Mr. Lyles signed the Buyer’s Order, which included a
“clear and conspicuous Arbitration Provision” applying
to “any controversy, claim or dispute arising out of or
relating to the purchase or the financing of this vehicle”
and expressly incorporated the Separate Arbitration
Agreement, he could not “reasonably argue that he was
unaware that he agreed” to binding arbitration. Santander
further argued that “the fact that the arbitration provision
is contained in the Buyer’s Order and not the RISC is
immaterial under Maryland” law, which holds that the
two documents should be read together as the entire
agreement between the parties under the integration
clause. Santander asserted that, based on the terms of
the Separate Arbitration Agreement and the arbitration
provision in the Buyer’s Order, Lyles was prohibited from
5. While the motion to remand was pending, Mr. Lyles filed an
unopposed motion to certify a question of law related to the calculation
of damages under the CLEC to the Supreme Court of Maryland. The
Supreme Court of Maryland answered the certified question of law,
holding that the proper damages calculation in this case was “three times
the amounts of interest, fees, and charges collected in violation of CLEC.”
Lyles v. Santander Consumer USA Inc., 478 Md. 588, 592-93, 275 A.3d
390 (2022). The amount in controversy in Mr. Lyles’ complaint did not
meet the statutory threshold under the calculation formula established by
the Supreme Court of Maryland.
32a
Appendix B
pursuing class-wide claims and must resolve any claims
against Santander on an individual basis.
Santander did not produce an executed copy of a
Separate Arbitration Agreement between Mr. Lyles and
Liberty Ford. Instead, Santander attached, as an exhibit
to its motion to compel arbitration, the Affidavit of Steven
R. Freeman (“Freeman Affidavit”). Mr. Freeman, an
attorney for Liberty Ford, declared that he drafted and
reviewed the Separate Arbitration Agreement “to be
signed by customers as part of all vehicle transactions . . .
along with a Buyer’s Order and a [RISC].” He attached
to his affidavit a form document, which he stated was the
“Arbitration Agreement incorporated in Liberty Ford’s
Buyer’s Orders during the relevant time period.” Mr.
Freeman also stated in his affidavit that the “Liberty Ford
records [we]re unavailable,” but the attached Arbitration
Agreement was a “record kept by the dealership in the
course of its regularly conducted business.”
Mr. Lyles filed an opposition to Santander’s motion to
compel arbitration, contending that he and Liberty Ford
never entered into an arbitration agreement. He asserted
that he did not sign the Separate Arbitration Agreement
when he purchased the vehicle, and there was no evidence
of a signed agreement in the record.6 Mr. Lyles also
submitted a sworn declaration by Mr. Freeman (“Freeman
Declaration”), prepared after the Freeman Affidavit, that
6. Mr. Lyles also filed a declaration in support of his opposition,
stating that he never reviewed, executed, or was presented with a
“SEPARATE ARBITRATION AGREEMENT” at any time during the
transaction to purchase the vehicle.
33a
Appendix B
he had “no personal knowledge of what documents were
presented to [Mr.] Lyles . . . with respect to the purchase
of the vehicle” or “of what documents [Mr.] Lyles did or did
not sign.” Mr. Freeman also stated that the “standalone
Arbitration Agreement required both the purchaser and
[Liberty] to sign in order for the standalone Arbitration
Agreement to become effective.” Mr. Freeman asserted
that Liberty “does not have any records or documents
related to [Mr. Lyles’] transaction with [Liberty].”
Mr. Lyles argued in his opposition that, even if he had
agreed to arbitration with Liberty Ford by signing the
Buyer’s Order, Santander, as assignee of Liberty Ford’s
interest in the RISC, could not enforce that arbitration
provision because the integration clause in the RISC
between him and Santander did not incorporate the
Buyer’s Order. Rather, the integration clause in the RISC
specified that only the RISC and any addenda “comprise
the entire agreement between [Lyles] and [Santander].”
Finally, Mr. Lyles asserted that the Separate Arbitration
Agreement was not properly incorporated into the Buyer’s
Order, and the arbitration provision in the Buyer’s Order
was “fatally indefinite,” and therefore, unenforceable
because it did not set forth the “essential terms” of the
arbitration process.
III.
Hearing on the Motion to Compel
On August 28, 2023, the circuit court held a hearing
on the motion to compel arbitration. Santander stated
34a
Appendix B
that the court’s analysis of a motion to compel is limited
to two questions: (1) “whether the parties entered into a
valid and enforceable agreement to arbitrate disputes”;
and (2) “whether the scope of the agreement includes
resolution of this particular dispute.” With respect to the
first question, Santander argued that it, as the assignee
of the RISC, and Mr. Lyles “entered into a valid and [en]
forcible agreement to arbitrate.” The Buyer’s Order,
signed by Mr. Lyles, contained an arbitration provision
stating that all disputes pertaining to the purchase
and financing of the vehicle would be subject to binding
arbitration. Moreover, the Buyer’s Order incorporated a
separate Arbitration Agreement, which was referenced
“in bold and capital letters” and established the specific
terms of the arbitration. Santander noted that Mr.
Freeman submitted an affidavit stating that the attached
arbitration agreement “was the operative agreement at
the time Mr. Lyles purchased the vehicle and that the
dealership required the buyers to sign it upon purchase.”
Santander argued that, because Mr. Lyles acknowledged
that he “read and understood” the terms and conditions
of the Buyer’s Order, including the arbitration provision,
he was bound by it.
Even if the Separate Arbitration Agreement was not
incorporated into the Buyer’s Order, Santander argued
that the arbitration provision in the Buyer’s Order was
sufficient by itself to compel arbitration under Maryland
law. Santander asserted that, under Ford v. Antwerpen
Motorcars Ltd., 443 Md. 470, 117 A.3d 21 (2015), an
arbitration provision contained in a Buyer’s Order, but
not in a RISC, is still “valid and enforceable” for claims
35a
Appendix B
brought under the RISC because the integration clause
makes the two contracts “a single enforceable agreement.”7
Mr. Lyles presented two primary arguments in
opposition to the motion to compel: (1) Santander
presented no evidence that he agreed to arbitration
with it or Liberty Ford; and (2) even if he did agree to
arbitration with Liberty Ford, Santander as the assignee
of the RISC did not obtain the right to compel arbitration.
With respect to the second argument, Mr. Lyles asserted
that there were two separate integration clauses in the
RISC. The first, which expressly applied only to him and
Liberty Ford, provided that “this 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.” The second,
which expressly applied to him and Santander, assignee,
provided that, “upon assignment of this contract, only this
contract and the addenda to this contract comprise the
entire agreement between you and the assignee relating
to this contract.” Mr. Lyles argued the second integration
clause “sets forth a very different set of documents that
define the scope of the agreement between [Mr.] Lyles
and the assignee,” and it “expressly limits the agreement
between [Mr.] Lyles and the assignee” of the RISC and
any addenda.
Mr. Lyles argued that Ford was not relevant because
that case did not involve an assignee, and therefore, the
7. With regard to the second question, Santander asserted that it
was undisputed that Mr. Lyles’ claims concerning unlawful service fees
fell within the arbitration provision.
36a
Appendix B
court did not address the scope of the second integration
clause. Because the RISC did not require arbitration,
Mr. Lyles argued that Santander’s motion to compel
should be denied. Moreover, any agreement to arbitrate
incorporated into the RISC was between him and Liberty
Ford, not Santander.
Finally, Mr. Lyles asserted that there was no signed
copy of the Separate Arbitration Agreement in evidence,
and he was never provided a copy of the agreement to
review at the time of the transaction. The form agreement
produced by Santander, signed by a different customer
from a different transaction, did not satisfy the Maryland
Uniform Arbitration Act’s requirement “that a party
seeking to compel arbitration . . . prove the existence
of a written arbitration agreement.” He argued that
the Separate Arbitration Agreement was not properly
incorporated by reference in the Buyer’s Order, and
therefore, it was not part of his purchase agreement
with Liberty Ford, “let alone Santander.” The one-clause
arbitration provision in the Buyer’s Order also did not
confer a right to arbitration upon Santander because: (1)
Santander was not a party to that agreement; and (2) the
provision was too indefinite to be enforceable.
IV.
Court’s Ruling
At the close of the hearing, the circuit court issued
a ruling from the bench. It noted that a party who signs
a contract “is presumed to have read and understood its
37a
Appendix B
terms and as such will be bound by its execution.” Citing
Ford, the court stated that “[b]uyer’s orders and retail
sale contracts for vehicles are considered by law [as] a
single transaction and can be construed and interpreted
together as . . . evidencing the entire agreement of the
parties to a vehicle sale[s] contract.” The court explained
that, in Ford, the “integration clause did not preclude the
dealership from invoking [the] arbitration provision in the
buyer’s order in buyer’s action against the dealership” for
alleged consumer protection violations.
In this case, the Buyer’s Order clearly stated that
the parties “irrevocably agree[d]” to binding arbitration
with respect to any dispute arising out of the purchase
or financing of the vehicle “pursuant to the separate
agreement to arbitrate the disputes . . . attached hereto
and incorporated by reference thereto for specific details.”
Based on this language, and the fact that Mr. Lyles
signed this contract, the court found that “there is an
arbitration agreement . . . it does exist,” and the agreement
“encompasses the scope” of Mr. Lyles’ claims regarding
the financing of the vehicle. Although not all details of
arbitration were set out in the Buyer’s Order, “it [wa]s
enough,” and the arbitrator could determine other details.
The court stayed the proceedings and ordered arbitration.
This appeal followed.
DISCUSSION
Mr. Lyles contends that the circuit court “incorrectly
determined” that he agreed to arbitrate his claims against
38a
Appendix B
Santander, and it erred in granting Santander’s Motion
to Compel. Initially, he argues that he has no obligation
to arbitrate disputes, asserting that “[t]he Separate
Arbitration Agreement is not binding” on him because he
did not “receive, review, or sign the Separate Arbitration
Agreement.” He further argues that the clause in the
Buyer’s Order that says all disputes must be resolved by
arbitration is insufficient to compel arbitration because the
terms are “too indefinite” to enforce under Maryland law.
Mr. Lyles further argues that, even if the Buyer’s
Order and Arbitration Agreement were incorporated into
the RISC, and signed by him, the agreement to arbitrate
was between only Mr. Lyles and Liberty Ford. He argues
that the RISC, which was assigned to Santander, “does
not create a contractual right for Lyles or Santander
to arbitrate disputes against each other” because the
express terms of the integration clause provide that, upon
assignment, the agreement between him and Santander
constituted only the RISC and “the addenda to this
contract.” Because there was no addenda to the RISC, and
neither the Buyer’s Order nor the Separate Arbitration
Agreement were part of the agreement between Mr. Lyles
and Santander, there was no agreement to arbitrate with
Santander.
Santander contends that the circuit court correctly
held that there was a valid agreement to arbitrate between
Mr. Lyles and Santander. It argues that “the irrefutable
evidence demonstrates that the parties intended to
be bound by the Buyer’s Order and its conspicuous
Arbitration Provision,” and Mr. Lyles signed the document
39a
Appendix B
acknowledging that he “read and understood its terms
and conditions.”
Santander asserts that, as the assignee of the RISC,
it “can enforce the terms of the Buyer’s Order” because
the parties intended the Buyer’s Order and the RISC to be
read together as one integrated agreement from a single
transaction. Santander construes the term “contract” in
the RISC’s integration clause as referring “to the parties’
entire agreement, including the Buyer’s Order,” not two
distinct contracts “each applying to a different party.”
I.
Standard of Review
An “order to compel arbitration constitutes a final
and appealable judgment.” Walther v. Sovereign Bank,
386 Md. 412, 422, 872 A.2d 735 (2005). Accord Deer
Auto. Grp., LLC v. Brown, 454 Md. 52, 65, 163 A.3d 176
(2017) (“[O]rders granting requests to compel arbitration
are final, appealable orders because they terminate the
underlying action and put the parties out of the court
issuing the order.”). 8 Our “review of a trial court’s order
compelling arbitration ‘extends only to a determination
of the existence of an arbitration agreement.’” Access
Funding, LLC v. Linton, 482 Md. 602, 639, 290 A.3d
112 (2022) (quoting Holloman v. Cir. City Stores, Inc.,
8. This is true even when the circuit court has stayed proceedings
pending the outcome of arbitration. See Walther v. Sovereign Bank, 386
Md. 412, 420 n.4, 872 A.2d 735 (2005).
40a
Appendix B
391 Md. 580, 588, 894 A.2d 547 (2006)). A circuit court’s
determination that a dispute is subject to arbitration
is a question of law, which we review de novo for legal
correctness. Id. at 639, 290 A.3d 112.
II.
Arbitration Framework
Arbitration is a process created by contract “whereby
parties voluntarily agree to substitute a private tribunal”
for the legal process “otherwise available to them.” Access
Funding, 482 Md. at 640, 290 A.3d 112 (quoting Holloman,
391 Md. at 590, 894 A.2d 547). Arbitration agreements
executed in transactions involving interstate commerce
are governed by the Federal Arbitration Act (“FAA”), 9
U.S.C. §§ 1-16. Id. The Maryland Uniform Arbitration
Act, (“MUAA”), Md. Code Ann., Cts & Jud. Proc. (“CJ”)
§§ 3-201 to -234 (2020 Repl. Vol.), “was purposefully meant
to mirror the language of the FAA,” and it “embodies [the
FAA’s] legislative policy favoring enforcement of executory
agreements to arbitrate.” Id. at 641, 290 A.3d 112. Under
both the FAA and the MUAA, a written agreement to
arbitrate “is valid and enforceable, and is irrevocable,
except upon grounds that exist at law or in equity for the
revocation of a contract.” CJ § 3-206(a); 9 U.S.C. § 2.
The MUAA establishes the process for a party to
petition a court to compel arbitration. CJ § 3-206(a). It
“gives the court the authority to determine whether a
valid arbitration agreement exists.” Access Funding,
482 Md. at 641, 290 A.3d 112. The court’s function in a
41a
Appendix B
suit to compel arbitration is limited “to the resolution of
a single issue—is there an agreement to arbitrate the
subject matter of a particular dispute.” Id. (quoting Gold
Coast Mall, Inc. v. Larmar Corp., 298 Md. 96, 103, 468
A.2d 91 (1983)). Whether a valid arbitration agreement
exists is a threshold issue that is always decided by the
court, not an arbitrator. Id. at 642, 290 A.3d 112. “If an
arbitration agreement does exist, the court must enforce
it by ordering the parties to arbitrate.” Park Plus, Inc.
v. Palisades of Towson, LLC, 478 Md. 35, 51, 272 A.3d
309 (2022); see also CJ § 3-207 (“If the court determines
that the [arbitration] agreement exists, it shall order
arbitration.”). Absent an express agreement to arbitrate,
the parties cannot be “compelled to submit to arbitration
in contravention of [their] right to legal process.” Ford,
443 Md. at 477, 117 A.3d 21 (quoting Curtis G. Testerman
Co. v. Buck, 340 Md. 569, 579, 667 A.2d 649 (1995)). Accord
Access Funding, 482 Md. at 640, 290 A.3d 112.
III.
Analysis
A.
Agreement to Arbitrate
We begin with the two distinct issues a circuit court
must address when considering a motion to compel
arbitration: “(1) whether an agreement to arbitrate exists;
and (2) whether a particular dispute falls within the scope
of the arbitration agreement.” Access Funding, 482 Md.
42a
Appendix B
at 642, 290 A.3d 112. Mr. Lyles does not dispute that
his claims in the complaint against Santander would fall
within the scope of the arbitration provision. Thus, we
focus on the first issue.
Whether a valid agreement to arbitrate exists is
governed by contract principles. Ford, 443 Md. at 477, 117
A.3d 21. As the Supreme Court of Maryland explained:
“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 649]. “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] (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] (2007) (citations omitted).
Id. at 477, 117 A.3d 21 (cleaned up).
43a
Appendix B
Despite the clear arbitration language in the Buyer’s
Order, Mr. Lyles contends that he did not agree to
arbitrate his disputes. He argues that the arbitration
provisions in the Buyer’s Order, by themselves, are “too
indefinite to create any obligation to arbitrate.” He further
asserts that the Separate Arbitration Agreement was not
properly incorporated by reference into the Buyer’s Order.
Santander disagrees. It argues that the Buyer’s Order
included a clear arbitration provision, and it expressly
incorporated the Separate Arbitration Agreement, which
mandates that disputes be resolved by arbitration. Under
these circumstances, Santander argues that Mr. Lyles
“cannot seriously dispute that he intended to arbitrate
all disputes.”
Here, as indicated, the Buyer’s Order stated, in bold,
as follows:
The par ties ir revocably ag ree that any
controversy, claim or dispute arising out of or
relating to the purchase or the financing of
this vehicle including but not limited to this
Purchase Agreement or breach thereof shall
be settled by binding arbitration, pursuant to
the separate Agreement to Arbitrate Disputes.
(Emphasis added). The Buyer’s Order clearly contained
an agreement to arbitrate disputes.
Mr. Lyles contends, however, that the terms of the
agreement to arbitrate were too indefinite to enforce.
We disagree.
44a
Appendix B
The omission of specific terms and procedures
governing the arbitration process does not render an
arbitration provision unenforceable. See Bloch v. Bloch,
115 Md. App. 368, 379, 693 A.2d 364 (1997) (“lack of
specificity” in provision stating that disputes regarding
the inability to pay alimony “shall be resolved by
resorting to final and binding arbitration” was “not fatal
to the agreement”). Accord Schulze & Burch Biscuit
Co. v. Tree Top, Inc., 831 F.2d 709, 716 (7th Cir. 1987)
(provision stating that “ALL DISPUTES UNDER THIS
TRANSACTION SHALL BE ARBITRATED IN THE
USUAL MANNER” was “not too vague to be enforced”).
Rather, the key determination is whether the provision
compelling arbitration is unambiguous. Schulze, 831
F.2d at 716 (“What the clause requires the parties in
the present case to do is clear: arbitrate all disputes.”).
If the parties clearly agree to arbitration, even a sparse
arbitration clause will be enforced. Bloch, 115 Md. App.
at 379, 693 A.2d 364 (“While this clause may be sparse,
it is not ambiguous.”).
Although it may be the better practice for parties to
address details such as the location of the arbitration,
identity of the arbitrator, and cost sharing arrangements
in a contract’s arbitration provision, the “absence of these
details” does not defeat an agreement to arbitrate because
the MUAA is designed to provide these “gap-fillers.”
Bloch, 115 Md. App. at 375, 693 A.2d 364. As we explained
in Bloch:
[MUA A S]ection 3 -211 prov ides for the
appointment of arbitrators by the court if
45a
Appendix B
the agreement is otherwise silent: “A court
shall appoint one or more arbitrators if . . .
[t]he arbitration agreement does not provide
a method of appointment.” CJ § 3-211(c)(1).
Similarly, “[u]nless the arbitration agreement
provides otherwise, the award shall provide
for payment of the arbitrators’ expenses, fees,
and any other expense incurred in the conduct
of the arbitration.” CJ § 3-221(a). The award
may not, however, “include counsel fees,” unless
the arbitration agreement provides otherwise.
CJ § 3-221(b). Furthermore, “[u]nless the
agreement provides otherwise, the arbitrators
shall designate a time and place for hearing and
notify the parties . . . not less than five days
before the hearing.” CJ § 3-213(a). “On petition
of a party, the court may direct the arbitrators
to proceed promptly with the hearing and
determination of the controversy.” CJ § 3-213(d).
Finally, “[t]he majority of the arbitrators may
determine any question and render a final
award.” CJ § 3-215(a). Thus, through resort to
the Maryland Uniform Arbitration Act, the
court’s concerns can be answered when, as
here, the agreement is otherwise silent.
Id. at 375-76, 693 A.2d 364 (emphasis added). Accord
Schulze, 831 F.2d at 716 (FAA “contemplates” general
arbitration clauses and sets forth a process for naming an
arbitrator and choosing the location of arbitration); Sydnor
v. Conseco Fin. Servicing Corp., 252 F.3d 302, 306 (4th
46a
Appendix B
Cir. 2001) (arbitration agreement was not “unconscionable
because of unknown cost, fees, and procedures”).
Here, the circuit court concluded that, although all the
terms of the arbitration were not stated, “it [wa]s enough”
under Maryland law to find that the parties mutually
agreed to arbitrate disputes. We perceive no error of law
in this regard. See Park Plus, Inc., 478 Md. at 41, 58, 272
A.3d 309 (undisputed that clause which stated that claims
shall be resolved by binding arbitration, but omitted
specific terms, was enforceable).
Moreover, as Santander notes, the Buyer’s Order
referred to a Separate Arbitration Agreement, which did
specify arbitration terms. Mr. Lyles contends, however,
that he did not see or sign the Separate Arbitration
Agreement, and therefore, it was not validly incorporated
by reference into the Buyer’s Order.
“[U]nder Maryland law, a party who signs a contract
is presumed to have read and understood its terms and as
such will be bound by its execution.” Holloman, 391 Md.
at 595, 894 A.2d 547.
One is under a duty to learn the contents of
a contract before signing it; if, in the absence
of fraud, duress, undue influence, and the
like he fails to do so, he is presumed to know
the contents, signs at his peril, suffers the
consequences of his negligence, and is estopped
to deny his obligation under the contract.
47a
Appendix B
Holzman v. Fiola Blum, Inc., 125 Md. App. 602, 629,
726 A.2d 818 (1999) (quoting 17 C.J.S. Contracts § 137(b)
(1963)). This is true even if the party never receives or
signs the separate agreement. See Harby ex rel. Brooks
v. Wachovia Bank, N.A., 172 Md. App. 415, 423, 915 A.2d
462 (2007).
In Harby, we held that a bank customer was bound by
the arbitration provision contained in a separate deposit
agreement because it was expressly incorporated into the
signature card that the customer signed when opening an
account. Id. at 423-24, 915 A.2d 462. Because the customer
signed the signature card indicating that she “understood
its terms and agreed to be bound by them,” and the terms
included a separate agreement containing an arbitration
provision, we held that the arbitration provision was
enforceable, even though (1) the signature card itself did
not reference arbitration and (2) the customer did not sign
the separate agreement. Id. at 421, 424, 915 A.2d 462.9
Applying these principles here, we conclude that
Mr. Lyles’ failure to sign or receive the Separate
Arbitration Agreement does not make the arbitration
provision unenforceable. Mr. Lyles signed the Buyer’s
Order acknowledging that he “read and underst[oo]d its
terms and conditions, including the reverse side hereof.”
(Emphasis added). He also acknowledged that he had
“been given the opportunity to review all documents
prior to signing them and that [he had] not signed any
9. Here, in contrast, the Buyer’s Order itself contained a clause
notifying Mr. Lyles that disputes regarding the financing agreement were
subject to arbitration.
48a
Appendix B
documents in blank.” Mr. Lyles’ signature is directly
below a conspicuous notice in all caps and bold lettering
stating: “NOTICE: SEE REVERSE SIDE A ND
SEPARATE ARBITRATION AGREEMENT FOR
IMPORTANT INFORMATION ON YOUR RIGHTS
AS TO RESOLVING DISPUTES, CONTROVERSIES
OR CLAIMS ARISING FROM THIS ORDER.” On the
reverse side of the document, there is a statement in bold,
capital letters that the parties agree that any dispute will
be settled by binding arbitration. It directed Mr. Lyles
to: “SEE SEPARATE ARBITRATION AGREEMENT
ATTACHED HERETO AND INCOPORATED BY
REFERENCE HEREIN FOR SPECIFIC DETAILS.”
By signing under a statement that he had read and
understood the terms of the Buyer’s Order, including
the provision incorporating the Separate Arbitration
Agreement, Mr. Lyles acknowledged that he was on notice
of the separate agreement. Under Maryland law, Mr. Lyles
is “presumed to know the contents” of the agreement,
and in failing to request a copy of it, he “suffers the
consequences of his negligence, and is estopped to deny
his obligation under the contract.” Holzman, 125 Md.
App. at 629, 726 A.2d 818. Accord Harby, 172 Md. App.
at 423, 915 A.2d 462 (“We have no trouble applying the
contract rules [of incorporation by reference] to enforce
the arbitration terms and conditions in the [separate]
Deposit Agreement.”). Accordingly, Mr. Lyles did agree
with Liberty Ford to submit disputes, including those
relating to financing, to arbitration.
49a
Appendix B
B.
Right of Santander to Compel Arbitration
The question then is whether Santander can compel
arbitration based on that agreement. The RISC provides,
immediately under the signatures of Liberty Ford and
Mr. Lyles, that Liberty Ford assigned “its interest in
this contract” to Santander. “[A]n assignee generally
has the same rights and responsibilities as its assignor.”
Nationstar Mortg. LLC v. Kemp, 476 Md. 149, 156, 258
A.3d 296 (2021). The “assignee stands in the shoes of
the assignor.” Id. at 157, 258 A.3d 296 (quoting Kemp’s
Ex’x v. M’Pherson, 7 H. & J. 320, 336 (Md. 1826)). Accord
Roberts v. Total Health Care, Inc., 349 Md. 499, 511, 709
A.2d 142 (1998) (assignment of an interest in a contract
to a third party generally “transfer[s] all interests in the
property from the assignor to the assignee”); Thompkins
v. Mountaineer Invs., LLC, 439 Md. 118, 139-40, 94
A.3d 61 (2014) (in contract for sale of goods, there is a
presumption that an assignee assumes rights, benefits,
and privileges under a contract, as well as assignor’s
obligations). Accordingly, Santander, the assignee of the
RISC, generally would stand in the shoes of its assignor,
Liberty Ford, and could raise the same claims or defenses
that Liberty could under the RISC.
Mr. Lyles contends, however, that because Santander
is an assignee only of the RISC, it cannot enforce the
arbitration provisions in the Buyer’s Order or the Separate
Arbitration Agreement. We disagree.
50a
Appendix B
As the Supreme Court of Maryland has noted,
“[w]here 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.” Ford, 443 Md. at 479, 117 A.3d
21 (quoting Rocks v. Brosius, 241 Md. 612, 637, 217 A.2d
531 (1966)). Accord Rourke, 384 Md. at 354, 863 A.2d 926
(“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.”). Thus, a Buyer’s Order and an RISC may
be “read together as constituting one transaction.” Ford,
443 Md. at 483, 117 A.3d 21.
In Ford, the Court addressed whether the arbitration
provision in a Buyer’s Order compelled the purchasers
to arbitrate their claims against the dealership when the
separate RISC, signed on the same day, did not provide for
arbitration. Id. at 474, 117 A.3d 21. The purchasers argued
that “the Buyer’s Order was superseded by the RISC,
which contained no arbitration agreement.” Id. at 475, 117
A.3d 21. The Court disagreed, noting the well-established
law that documents may be construed together as part of a
single transaction. Id. at 478-79, 117 A.3d 21. In looking at
the documents involved in that case, the Court noted that
the Buyer’s Order and the RISC, which were signed on the
same day, indicated an intention that they “be construed
together as part of the same transaction.” Id. at 482,
117 A.3d 21. The RISC contained an integration clause
incorporating by reference the arbitration provision in the
Buyer’s Order, providing that “[t]his contract along with
all other documents signed by you in connection with the
51a
Appendix B
purchase of this vehicle, comprise the entire agreement.”
Id. at 478-79, 117 A.3d 21 (emphasis omitted). The Buyer’s
Order also stated that it, along with other documents
signed in connection with the Order, comprised the entire
agreement between the parties. Id. Finally, the arbitration
agreement in the Buyer’s Order defined “dispute” as any
monetary claim arising from, among other things, any
retail installment sales contract. Id. at 482-83, 117 A.3d 21.
Under these circumstances, the Court held that
the Buyer’s Order and the RISC were to be construed
together as showing the entire agreement of the parties.
Id. at 483, 117 A.3d 21. The Court, therefore, affirmed the
circuit court’s ruling granting the dealership’s motion to
compel arbitration. Id.
To be sure, as Mr. Lyles notes, Ford involved a dispute
between the purchaser and the dealership, and this case
involves the purchaser and the assignee of the RISC,
Santander. That factual difference, however, does not
help Mr. Lyles.
In Rota-McLarty v. Santander Consumer USA,
Inc., 700 F.3d 690 (4th Cir. 2012), the Court addressed a
case where Santander sought, as it does here, to compel
arbitration as an assignee. Similar to this case, the Buyer’s
Order contained an agreement to arbitrate, and the RISC
did not contain an arbitration provision. Id. at 695. The
RISC contained an integration clause stating: “This
contract contains the entire agreement between you and
us relating to this contract.” Id. The car dealer assigned
the RISC to Santander after the sale. Id. The Court
addressed “whether Santander, as an assignee only to
52a
Appendix B
the RISC, which contains an integration clause providing
that it is the complete agreement between the parties,
and not the Buyer’s Order, which includes the arbitration
language, could invoke arbitration.” Id. at 699. Noting that
Maryland law provides that documents made as part of a
single transaction should be interpreted together if that is
the intent of the parties, the Court looked to the language
of the documents. Id. at 700. In that case, the Buyer’s
Order referenced the assignee of the RISC,10 and it defined
“the ‘Agreement’ collectively with other documents made
in connection with the Buyer’s Order.” Id. Accordingly,
the Court concluded that both contracts should be read
together as a single agreement, and Santander, as an
assignee, could enforce the arbitration agreement. Id.
These cases make clear that a Buyer’s Order and a
RISC can be construed together to constitute the entire
agreement if the language of the documents indicate that
intention. Accordingly, we assess the specific language of
the documents here to determine the intent of the parties.
As indicated, the RISC stated:
This contract, along with all other documents
signed by you in connection with the purchase
10. The court noted as an example that the arbitration provision in
the Buyer’s Order stated that: “The parties understand that they have a
right or opportunity to litigate disputes through a Court, but that they
prefer to resolve their disputes through arbitration, except that the Dealer
(or the Assignee of any Retail Installment Sales Contract) may proceed
with Court action in the event the Purchaser fails to pay any sums due
under the Agreement.” Rota-McLarty, 700 F.3d at 700 n.9.
53a
Appendix B
of this vehicle, comprise the entire agreement
between you and us affecting this purchase. No
oral agreements or understandings are binding.
Upon assignment of this contract: (i) only this
contract and the addenda to this contract
comprise the entire agreement between you and
the assignee relating to this contract.
This language is the same as the language used in the
RISC in Ford, 443 Md. at 491, 117 A.3d 21. As indicated,
the Supreme Court held in Ford that this integration
clause11 indicated that the RISC and the Buyer’s Order
be construed together as part of the same transaction and
allowed the dealer to enforce the arbitration agreement
in the Buyer’s Order for disputes arising under the RISC.
Id. at 482, 117 A.3d 21.
Mr. Lyles contends, however, that the third sentence,
which addresses assignment of the contract, requires a
different result when the dispute is with the assignee.
He argues that the plain terms of the integration clause
provide that his agreement with Liberty Ford consisted
of the RISC and “all other documents signed by” him,
but the agreement with Santander, as assignee, consisted
of “this contract,” which he construes as the RISC, and
“the addenda” to the RISC. He asserts that neither the
11. An integration or merger clause in a contract provides that the
agreement is the final agreement of the parties, “such that it ‘supersedes
all informal understandings and oral agreements relating to the subject
matter of the contract.’” Adventist Healthcare, Inc. v. Behram, 488 Md.
410, 441, 322 A.3d 1 (2024) (quoting Integration Clause, Black’s Law
Dictionary 963 (11th ed. 2019)).
54a
Appendix B
Buyer’s Order nor the Separate Arbitration Agreement
constituted “this contract” or “the addenda,” and
therefore, they were not part of the agreement between
him and Santander.
We are not persuaded. We read the two sentences
quoted above in context. The first sentence, as in Ford,
makes clear that the RISC and the Buyer’s Order,
including the arbitration agreement, are to be read
together as the agreement between the parties. The
third sentence provides that, upon assignment, “this
contract,” which refers to the agreement discussed in the
first sentence (including all documents signed), as well as
any addenda, constitutes the entire agreement between
the assignee and Mr. Lyles.12 The integration clause does
not prevent reading both documents together as part of
a single transaction.
We hold that the Buyer’s Order and RISC should
be interpreted together as part of a single transaction,
and the assignee obtained all the rights of the assignor,
including the right to compel arbitration. The circuit
court properly granted Santander’s motion to compel
arbitration.
JUDGMENT OF THE CIRCUIT COURT
FOR BALTIMORE CITY AFFIRMED.
COSTS TO BE PAID BY APPELLANT.
12. The third sentence including “the addenda” allows the purchaser
and the assignee to make further agreements as desired.
55a
AppendixOF
C TRANSCRIPTS IN
APPENDIX C — EXCERPT
THE CIRCUIT COURT FOR BALTIMORE CITY,
MARYLAND, DATED AUGUST 28, 2023
IN THE CIRCUIT COURT FOR
BALTIMORE CITY, MARYLAND
Case No.: 24-C-21-000061
JABARI MORESE LYLES,
Plaintiff,
vs.
SANTANDER CONSUMER USA, INC.,
Defendant.
August 28, 2023
OFFICIAL TRANSCRIPT OF PROCEEDINGS
MOTIONS HEARING
BEFORE: HONORABLE MELISSA K. COPELAND,
ASSOCIATE JUDGE
***
[30] THE COURT: Thank you, gentlemen and
lady, because I believe Ms. Furshman did author the
memorandum, as well. And thank you for that.
56a
Appendix C
I have, in fact—thank you for the arguments here
today, as well as yours memorandums—I did in fact read
many of the cases in regards—that were cited as well as
some other cases in this matter. And after review of your
memorandums, your exhibits, and the arguments here
today—the fundamental rule and the instruction and the
interpretation of contracts is that of the intentions of the
parties as expressed in the language of the contract, and
that controls (indiscernible—9:37:55) analysis. And in
construing those contracts, Maryland follows the objective
interpretation principle and if the language of the contract
is unambiguous, the courts should give it effect to its plain
meaning and do not delve into the what the parties may
have subjectively intended. A party who does, in fact, sign
the contract is presumed to have read and understood its
terms and as such will be bound by its execution.
The courts have stated that we are loathed to rescind
a conspicuous agreement that was signed by a party who
now, for whatever reason, may in fact does not desire to
fulfill in fact those agreements. Buyer’s orders and [31]
retail sales contracts for vehicles are considered by law a
single transaction and can be construed and interpreted
together as in evidencing the entire agreement of the
parties to a vehicle sale contract. The integration clause
does not preclude dealerships from invoking arbitration
provisions in buyer’s orders and in buyer’s actions against
dealerships alleging violations of consumer protection law.
Absent from the integration clause as any indication that
any prior agreement, such as the buyer’s order executed,
only before a risk—I’m sorry. Excuse me. Give me one
moment. I’m sorry. There’s something in my throat. Give
me one moment. I apolo—
57a
Appendix C
MR. BRENER: No problem, Your Honor.
THE COURT: All right. I’m sorry. And that was just
the—thank you. I appreciate that.
That was the headnote from the Ford Antwerpen
case. Where in that case the headnote note did, in fact,
indicate that the buyer’s order in the retail sales contract
for the vehicle were a part of a single transaction. And
the court indicated that it could be interpreted together
as evidencing the entire agreement of the parties to a
vehicle sales contract and thus the risk integration clause
did not preclude the dealership from invoking arbitration
provision in the buyer’s order in buyer’s action against the
dealership alleging violations [32] of consumer protections
laws.
Absent from the integration clause was any indication
that any prior agreement such as the buyer’s order
executed only moments before the risk were no longer of
any enforce and effect. And one of the agreements in the
risk that required buyer’s signature was that that the
contract along with all other documents signed by you in
connection with the purchase of this vehicle comprised
the entire agreement. The determination of whether
there is an agreement to arbitrate, of course, depends on
the contract principles, since arbitration is a matter of
contract. And the parties cannot be required to submit
any dispute of arbitration that they have not agreed to
submit. If an arbitration agreement does exist, the court
must enforce it by ordering the parties to arbitrate.
58a
Appendix C
So what do I have in front of me? I do have, in fact,
the risk and the buyer’s agreement. And it says on the
buyer’s orders see the reverse side in separate arbitration
agreement for important information on your rights as
to resolving disputes, controversies, or claims arising
from this order. And on the back of the buyer’s orders
is clear—what I believe is clear language—I’m going to
read it from the memorandum because I don’t—I wore my
glasses today but on one of them it’s particularly small.
[33] “ The parties ir revocably ag ree that any
controversy, claim, or dispute arising out of or relating
to the purchase for the financing of this vehicle including
but not limited to this purchase agreement or the breach
thereof shall be settled by binding arbitration pursuant
to the separate agreement to arbitrate the disputes. See
separate arbitration agreement attached hereto and
incorporated by reference thereto for specific details.”
If, in fact, that agreement is, in fact, to arbitrate I’d
find that it—that there is an arbitration agreement, and it
does exist. The second question is—and I would agree with
Defense counsel—the second question is is the scope of
that agreement. And they agree that all claims or disputes
arising either relating to the purchase or the financing of
this agreement, including not and limited to the purchase
or the breach thereof. The whole basis of the Plaintiff’s
argument is in regards to the financing and the buying of
this agreement, so it encompasses the scope.
I don’t find any fraud. I don’t find any duress. The
arbitration agreement is clear. Are all of the terms of the
59a
Appendix C
agreement there? It is enough, in this Court’s opinion.
In some of the other information and some of the other
details of arbitration is up for the arbitrator. Knowledge
of the Defendant—he, in fact, signed this [34] agreement,
which he gave—which by signing it is his right to arbitrate.
And we all know knowledge. I think the federal courts are
dealing greatly with that. And I think even in the early—I
guess, the mid-2010s we all talked about all of these things
that we were giving away by just (indiscernible—9:44:12)
our phones every time we pull up something, we have
absolutely no idea all of the rights that we’re giving up but
we give it up. But in this case, it is clear and unambiguous,
and that the agreement was, in fact, in bold. It was not
hidden. There’s no indication that—I will lead up to that
separate arbitration agreement. I did find it somewhat
curious that it was not—that I did not have a signed
copy of it. But he has actually acknowledged his separate
arbitration agreement by signing the agreement. He’s
acknowledging that separate arbitration agreement. I
guess that is something up for argument but I think by
signing the order, that is in clear to see the separate
arbitration agreement attached hereto. I don’t necessarily
know that he can, then, indicate—I guess, it can be
somewhat of an argument—that he had absolutely no
knowledge to it. He did, in fact, sign it.
And for those reasons, this Court is, in fact, finding
that there is an agreement to arbitrate and that the
complaint that the Plaintiff seeks in this case is [35] within
the scope of the arbitration clause. This matter will be
stayed. And this Court will order arbitration in this case.
***
60a
Appendix DOF THE BRIEF OF
APPENDIX D — EXCERPTS
APPELLEE SANTANDER CONSUMER USA INC.
IN THE SUPREME COURT OF MARYLAND,
FILED JULY 2, 2025
IN THE SUPREME COURT OF MARYLAND
Petition No. 407
September Term, 2024
SCM-REG-002-2025
JABARI MORESE LYLES,
Appellant
v.
SANTANDER CONSUMER USA INC.,
Appellee
BRIEF OF APPELLEE
SANTANDER CONSUMER USA INC.
***
I.
Valid And Enforceable Agreement To Arbitrate
Disputes Exists Between Lyles and Santander.
A.
The FAA and Maryland law governs this
dispute.
The FAA applies “to nearly all arbitration agreements,
and, like all federal law, it preempts inconsistent state law.”
61a
Appendix D
Walther, 386 Md. at 423. The FAA “supplies not simply a
procedural framework applicable in federal courts; it also
calls for the application, in state as well as federal courts,
of federal substantive law regarding arbitration.” Preston
v. Ferrer, 552 U.S. 346, 349 (2008).
The “principal purpose” of the FA A is to place
arbitration agreements “upon the same footing as
other contracts,” and “ensur[e] that private arbitration
agreements are enforced according to their terms.” Volt
Information Sciences, Inc. v. Board of Trustees of Leland
Stanford Junior Univ., 489 U.S. 468, 478 (1989); see also
Stolt–Nielsen S.A. v. AnimalFeeds Int’l Corp., 559 U.S.
662, 664 (2010).
The FA A favors the enforcement of arbitration
agreements. See EEOC v. Waffle House, Inc., 534 U.S.
279, 289 (2002). The statute is a “clear federal directive in
support of arbitration” and emblematic of the longstanding
“liberal federal policy favoring arbitration agreements.”
Adkins v. Labor Ready, Inc, 303 F.3d 496, 500-01 (44th
Cir. 2002) (quoting Hightower v. GMRI, Inc., 272 F.3d 239,
241 (4th Cir. 2001)); Moses H. Cone Memorial Hospital.,
460 U.S. 1, 24 (1983). Courts have repeatedly described
the FAA as “embod[ying] [a] national policy favoring
arbitration.” Buckeye Check Cashing, Inc. v. Cardegna,
546 U.S. 440, 443 (2006).
The Fourth Circuit has held, in facts nearly identical
to those here, that the FAA applies in the context of
consumer finance agreements between an out-of-state
finance company and an in-state consumer. See, e.g.,
62a
Appendix D
Rota–McLarty v. Santander Consumer USA, Inc., 700
F.3d 690, 697–98 (4th Cir. 2012). See also, Barbagallo v.
Niagra Credit Solutions, Inc., 2012 WL 6478956 (D. Md.
2012) (the FAA governs a dispute over a retail installment
contract between an out of state financing company and a
Maryland consumer). 2
Under the FAA, a written arbitration clause “shall
be valid, irrevocable, and enforceable, save upon such
grounds as exist at law or in equity for the revocation of
a contract.” 9 U.S.C. § 2 (emphasis added).
***
2. Unpublished cases are cited for the strength of their
reasoning and not for precedential value. See Md. Rule 1-104(a).
63a
E OF BRIEF IN
APPENDIX E —Appendix
EXCERPT
THE APPELLATE COURT OF MARYLAND,
FILED MARCH 1, 2024
IN THE APPELLATE COURT OF MARYLAND
NO. 1459, SEPTEMBER TERM, 2023
ACM-REG-1459-2023
JABARI MORESE LYLES,
Appellant,
v.
SANTANDER CONSUMER USA INC.,
Appellee.
Filed March 1, 2024
BRIEF OF APPELLEE
SANTANDER CONSUMER USA INC.
APPEAL FROM THE CIRCUIT COURT
FOR BALTIMORE CITY
(THE HONORABLE MELISSA K. COPELAND)
***
[10] The FAA and Maryland law govern the Buyer’s
Order and the RISC. The FAA applies “to nearly all
arbitration agreements, and, like all federal law, it
64a
Appendix E
preempts inconsistent state law.” Walther, 386 Md.
at 423. Section 2 of the FAA, which state courts are
bound to recognize and enforce, see id., provides that a
written arbitration clause “shall be valid, irrevocable,
and enforceable, save upon such grounds as exist at law
or in equity for the revocation of a contract.” 9 U.S.C.
§ 2. Furthermore, the FAA favors the enforcement of
arbitration agreements, see EEOC v. Waffle House, Inc.,
534 U.S. 279, 289 (2002), and “embodies the national policy
favoring arbitration.” Buckeye Check Cashing, Inc. v.
Cardegna, 546 U.S. 440, 443 (2006).
***
65a
Appendix OF
F MEMORANDUM
APPENDIX F — EXCERPT
OF LAW IN THE CIRCUIT COURT FOR
BALTIMORE CITY, MARYLAND
FILED MAY 2, 2023
IN THE CIRCUIT COURT FOR
BALTIMORE CITY, MARYLAND
Case No. 24-C-21000061
JABARI MORESE LYLES,
Plaintiff,
v.
SANTANDER CONSUMER USA INC.,
Defendant.
Filed May 2, 2023
MEMORANDUM OF LAW IN SUPPORT OF
SANTANDER CONSUMER USA INC.’S MOTION
TO COMPEL NON-CLASS ARBITRATION AND
STAY ACTION
***
66a
Appendix F
[7] I. The FAA Governs This Dispute; The FAA And
Maryland Strongly Favor The Enforcement Of
Arbitration Agreements.
The FAA “supplies not simply a procedural framework
applicable in federal courts; it also calls for the application,
in state as well as federal courts, of federal substantive
law regarding arbitration.” Preston v. Ferrer, 552 U.S.
346, 349 (2008). The FAA applies “to nearly all arbitration
agreements, and, like all federal law, it preempts
inconsistent state law.” Walther v. Sovereign Bank, 386
Md. 412, 423 (2005) citing Southland Corp. v. Keating,
465 U.S. 1, 16 [8] (1984) (“[i]n creating a substantive rule
applicable in state as well as federal courts, Congress
intended to foreclose state legislative attempts to undercut
the enforceability of arbitration agreements”) (footnote
omitted).
The “principal purpose” of the FA A is to place
arbitration agreements “upon the same footing as
other contracts,” and “ensur[e] that private arbitration
agreements are enforced according to their terms.” Volt
Information Sciences, Inc. v. Board of Trustees of Leland
Stanford Junior Univ., 489 U.S. 468, 478 (1989); see also
Stolt-Nielsen S.A. v. AnimalFeeds Int’l Corp., 559 U.S.
662,664 (2010).
This purpose is readily apparent from the FAA’s text.
Section 2 of the FAA provides that a written arbitration
clause “shall be valid, irrevocable, and enforceable,
save upon such grounds as exist at law or in equity for the
revocation of a contract.” 9 U.S.C. § 2 (emphasis added).
67a
Appendix F
Section 3 requires courts to stay litigation of arbitral
claims pending arbitration of those claims “in accordance
with the terms of the agreement”; and Section 4 requires
courts to compel arbitration “in accordance with the
terms of the agreement” upon the motion of either party
to the agreement ( assuming that the “making of the
arbitration agreement or the failure ... to perform the
same” is not at issue). 9 U.S.C. §§ 3-4.
Furthermore, the FAA favors the enforcement of
arbitration agreements. See EEOC v. Waffle House, Inc.,
534 U.S. 279, 289 (2002). The statute is a “clear federal
directive in support of arbitration” and emblematic of the
longstanding “liberal federal policy favoring arbitration
agreements.” Adkins, 303 F.3d at 500-01 (quoting
Hightower v. GMRI, Inc., 272 F.3d 239, 241 (4th Cir.
2001)); Moses H Cone Memorial Hospital., 460 U.S. 1,
24 (1983). Courts have repeatedly described the FAA as
“embod[ying] [a] national policy favoring arbitration.”
Buckeye Check Cashing, Inc. v. Cardegna, 546 U.S.
440,443 (2006).
***
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