CONSUMER LAW: CLASS ACTIONS: FLORIDA DECEPTIVE AND UNFAIR TRADE PRACTICES ACT: ELECTRONIC TITLING AND REGISTRATION FILING FEES: CONTRACTS: MOTOR VEHICLE SALES AND FINANCING: ARBITRATION: RETAIL INSTALLMENT SALES CONTRACT, WITHOUT AN ARBITRATION CLAUSE BUT WITH A MERGER CLAUSE, SUPERSEDED CONTEMPORANEOUSLY EXECUTED RETAIL PURCHASE AGREEMENT WITH AN ARBITRATION CLAUSE

HHH Motors, LLP v. Holt, ___ So. 3d ___, 39 Fla. L. Weekly D2509 (Fla. 1st DCA December 3, 2014)

Immediately after signing a Retail Purchase Agreement (RPA) for a motor vehicle, the plaintiffs signed a Retail Installment Sales Contract (RISC).  The RPA contained an arbitration clause, but the RISC did not.  The RISC did contain a merger clause, providing, “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.”  The plaintiffs brought a class action lawsuit against the motor vehicle dealer for violations of the Florida Deceptive and Unfair Trade Practice Act (FDUTPA) based upon the electronic titling and registration filing fees that the dealer charged its customers.  The trial court denied the dealer’s motion to compel arbitration, and the appellate court affirmed.  Because the RISC did not provide for arbitration and had a merger clause, it superseded the RPA.  The court distinguished a decision from the Fourth District Court of Appeal, which reached a different result, because the RISC in that case did not have a merger clause.

Lehigh, the developer of a subdivision, assigned its right under the Declaration of Covenants, Conditions, Restrictions, and Easements to Watermen, which agreed to convey to the Association specific lands.  Instead of performing its agreement, Waterman sold those lands to Whispering Lakes, which demolished some of the improvements on the lands in question.  The Association sued Waterman for breach of contract and sued Whispering Lakes for breach of covenant and trespass.  The trial court entered summary judgment for Whispering Lakes based on the premise that the lands did not constitute common areas under the Declaration.  The appellate court reversed because the trial court’s construction ignored portions of the Declaration and rendered meaningless the obligation of the developer to convey the lands to the Association.  In contrast, the Association’s construction “[gave] meaning to all of the provisions of the Declaration and the subsequent assignment.”