Lyles v. Santander Consumer USA

Jabari Morese Lyles v. Santander Consumer USA Inc., No. 1459, September Term, 2023.
Opinion by Graeff, J.

ARBITRATION — CONTRACT FORMATION — CONTRACT ASSIGNMENT —
INTEGRATION CLAUSE

The circuit court did not err in compelling arbitration where the parties mutually
agreed to arbitrate their disputes. Mr. Lyles agreed to arbitrate with the dealer based on
the provision in the Buyer’s Order stating that the parties agreed to arbitrate any dispute.
If a provision compelling arbitration is unambiguous and the parties clearly agree to
arbitration, even a sparse arbitration clause will be enforced. Moreover, the Buyer’s Order
referred to a separate arbitration agreement, which specified arbitration terms. Although
there was no evidence that Mr. Lyles signed the form the dealer routinely used, Mr. Lyles
signed a statement that he had read and understood the terms of contract, including a
provision incorporating the separate arbitration agreement. Under these circumstances,
Mr. Lyles is presumed to have been on notice of the agreement to arbitrate, and he is
estopped from denying his obligation to arbitrate with the dealer.

Santander Consumer USA Inc. (“Santander”), as assignee from the dealer of the
Retail Sales Installment Contract (“RISC”), could compel arbitration. An assignee
generally stands in the shoes of its assignor. Santander, as the assignee of the RISC in this
case, had the same rights and responsibilities and could raise all the same claims or defenses
as the dealer. Although the RISC did not mention arbitration, a Buyer’s Order and a RISC
can be construed together as a single agreement if the language of the documents indicate
that intention. The language of the Buyer’s Order and the RISC here showed that the
parties intended the documents to be read together as part of the same transaction, allowing
Santander to enforce the arbitration agreement in the Buyer’s Order for disputes arising
under the RISC.
Circuit Court for Baltimore City
Case No. 24-C-21-000061

REPORTED

IN THE APPELLATE COURT

OF MARYLAND

No. 1459

September Term, 2023

______________________________________

JABARI MORESE LYLES

v.

SANTANDER CONSUMER USA INC.

______________________________________

Graeff,
Tang,
Eyler, Deborah S.
(Senior Judge, Specially Assigned)

JJ.
______________________________________

Opinion by Graeff, J.
______________________________________

Filed: October 31, 2024

Pursuant to the Maryland Uniform Electronic Legal
Materials Act (§§ 10-1601 et seq. of the State
Government Article) this document is authentic.

2024.10.31
15:06:52 -04'00'
Gregory Hilton, Clerk
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.), 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 Arbitration 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?
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 AND SEPARATE ARBITRATION
AGREEMENT FOR IMPORTANT INFORMATION ON YOUR
RIGHTS AS TO RESOLVING 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

2
Liberty Ford is part of Deer Automotive Group, LLC.
2
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 Arbitrate 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
AGREEMENT ATTACHED HERETO 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

Arbitration 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 with
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

3
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.

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 PARTIES UNDERSTAND THAT THEY ARE WAIVING THEIR
RIGHTS TO A TRIAL, INCLUDING BUT 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.”

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

3
The RISC specified that the term “us” in the contract referred to the Seller-
Creditor.
4
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.

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.

4
No evidence of any addenda to the RISC was presented.
5
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 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

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 (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.
6
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 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

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.
7
submitted a sworn declaration by Mr. Freeman (“Freeman Declaration”), prepared after the

Freeman Affidavit, that 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 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

8
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 (2015), an arbitration provision contained in a

Buyer’s Order, but not in a RISC, is still “valid and enforceable” for claims brought under

the RISC because the integration clause makes the two contracts “a single enforceable

agreement.” 7

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.
9
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 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

10
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 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,

11
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 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

12
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 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 (2005). Accord Deer Auto. Grp., LLC v.

Brown, 454 Md. 52, 65 (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

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 (2005).
13
‘extends only to a determination of the existence of an arbitration agreement.’” Access

Funding, LLC v. Linton, 482 Md. 602, 639 (2022) (quoting Holloman v. Cir. City Stores,

Inc., 391 Md. 580, 588 (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.

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 (quoting Holloman, 391 Md. at 590). 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.

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. The court’s function in a

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

14
Mall, Inc. v. Larmar Corp., 298 Md. 96, 103 (1983)). Whether a valid arbitration

agreement exists is a threshold issue that is always decided by the court, not an arbitrator.

Id. at 642. “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

(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 (quoting Curtis G. Testerman Co. v. Buck, 340 Md. 569, 579 (1995)).

Accord Access Funding, 482 Md. at 640.

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. at 642. 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. As the Supreme Court of Maryland explained:

15
“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. “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 (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 (2007) (citations omitted).

Id. at 477 (cleaned up).

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 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 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.

16
Mr. Lyles contends, however, that the terms of the agreement to arbitrate were too

indefinite to enforce. We disagree.

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 (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

(“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. As we explained in Bloch:

[MUAA S]ection 3-211 provides for the appointment of arbitrators by the
court if 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

17
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 (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); Syndnor v. Conseco Fin. Servicing Corp., 252 F.3d 302, 306

(4th 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 (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.

18
“[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.

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.

Holzman v. Fiola Blum, Inc., 125 Md. App. 602, 629 (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

(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. 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, 424.9

Applying these principles here, we conclude that Mr. Lyles’ failure to sign or

receive the Separate Arbitration Agreement does not make the arbitration provision

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.
19
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 documents in blank.”

Mr. Lyles’ signature is directly below a conspicuous notice in all caps and bold lettering

stating: “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.” 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. Accord Harby, 172

Md. App. at 423 (“We have no trouble applying the contract rules [of incorporation by

reference] to enforce the arbitration terms and conditions in the [separate] Deposit

20
Agreement.”). Accordingly, Mr. Lyles did agree with Liberty Ford to submit disputes,

including those relating to financing, to arbitration.

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 (2021). The “assignee stands in the shoes of the assignor.” Id.

at 157 (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 (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

(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.

21
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

(quoting Rocks v. Brosius, 241 Md. 612, 637 (1966)). Accord Rourke, 384 Md. at 354

(“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.

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. The purchasers

argued that “the Buyer’s Order was superseded by the RISC, which contained no

arbitration agreement.” Id. at 475. The Court disagreed, noting the well-established law

that documents may be construed together as part of a single transaction. Id. at 478-79. 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. 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 purchase of this vehicle, comprise the entire agreement.” Id. at 478-79 (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.

22
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.

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. 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 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

23
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 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. As indicated, the Supreme Court held in Ford that this integration clause11 indicated

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.
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 (2024) (quoting Integration Clause, Black’s Law Dictionary
963 (11th ed. 2019)).
24
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.

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 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.

12
The third sentence including “the addenda” allows the purchaser and the assignee
to make further agreements as desired.
25
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.

26