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Goffe v. Foulke Management Corp.

Supreme Court of New Jersey

June 5, 2019

Janell Goffe, Plaintiff-Respondent,
v.
Foulke Management Corp. t/a Cherry Hill Triplex/Cherry Hill Mitsubishi and Antonio (Tony) Salisbury, Defendants-Appellants. Sasha Robinson and Tijuana Johnson, Plaintiffs-Respondents,
v.
Mall Chevrolet, Inc., Defendant-Appellant.

          Argued February 25, 2019

          On certification to the Superior Court, Appellate Division, whose opinion is reported at 454 N.J.Super. 260');">454 N.J.Super. 260 (App. Div. 2018).

          Laura D. Ruccolo argued the cause for appellants (Capehart & Scatchard, attorneys; Laura D. Ruccolo, of counsel and on the briefs).

          Charles N. Riley argued the cause for respondents (Charles N. Riley, on the briefs).

          Jennifer Borek argued the cause for amicus curiae New Jersey Coalition of Automotive Retailers (Genova Burns, attorneys; Jennifer Borek, of counsel and on the brief, and Matthew I.W. Baker, on the brief).

          Joseph A. Osefchen argued the cause for amicus curiae NAACP Camden County East (DeNittis Osefchen Prince, attorneys; Joseph A. Osefchen and Stephen P. DeNittis, on the briefs).

          William D. Wright argued the cause for amicus curiae New Jersey Association for Justice (The Wright Law Firm, attorneys; William D. Wright, on the brief).

          Andrew M. Milz submitted a brief on behalf of amici curiae Consumers League of New Jersey and National Association of Consumer Advocates (Flitter Milz, attorneys; Andrew M. Milz, of counsel and on the brief, Cary L. Flitter and Jody Thomas Lopez-Jacobs, on the brief).

          LaVECCHIA, J., writing for the Court.

         This consolidated appeal involves claims that fraudulent sales practices by two car dealerships induced consumers to enter into agreements for the purchase of cars. The question is whether plaintiffs may avoid being compelled to arbitrate those claims.

         Plaintiffs challenge the formation and validity of their sales agreements on the bases that the dealerships' fraudulent practices and misrepresentations induced them to sign the transactional documents and that the agreements are invalid due to violations of statutory consumer fraud requirements. As part of the overall set of documents, plaintiffs signed arbitration agreements. Those agreements contained straightforward and conspicuous language that broadly delegated arbitrability issues -- issues of whether a particular matter is subject to arbitration or can be decided by a court -- to an arbitrator.

         Plaintiff Sasha Robinson contacted Mall Chevrolet in Cherry Hill about buying a car and allegedly was told that, if she purchased from the dealership, she would have two days within which to change her mind, return it, and get her money back. Robinson moved ahead with the car purchase transaction that day. She signed several documents, including one that set forth the price of the new car, various fees, the price of the trade-in, and the deposit amount. That document included an agreement to arbitrate "all claims and disputes arising out of . . . [the] purchase of any goods," including disputes as to "whether the claim or dispute must be arbitrated." When Robinson sought to return the Malibu, she was told that the representation about being able to rescind the deal was a mistake and that she was bound by the documents she signed. She alleges that the representatives attempted to "coerce" her into signing purchase documents.

         Janell Goffe went to Cherry Hill Mitsubishi in response to an Internet advertisement for a Buick. Goffe was told that she could obtain the car that day if she traded in her 2006 Infiniti, paid $250 that day, and then later paid $750. She was told that financing on the Buick was approved. Goffe went ahead with the proposed deal and signed several documents -- including an arbitration agreement -- identical in form to those that Robinson signed. When Goffe returned later with the remainder of the down payment, she was informed that financing had not been approved and that she could retain the Buick only if she agreed to a larger down payment and higher monthly payments. Goffe refused and cancelled the deal.

         Each trial court determined the arbitration agreements to be enforceable and entered orders compelling plaintiffs to litigate their various claims challenging the overall validity of the sales contracts in the arbitral forum. The Appellate Division reversed those orders. 454 N.J.Super. 260');">454 N.J.Super. 260 (App. Div. 2018). The Court granted defendants' petitions for certification. 235 N.J. 202 (2018); 235 N.J. 200 (2018).

         HELD: The trial courts' resolution of these matters was correct and consistent with clear rulings from the United States Supreme Court that bind state and federal courts on how challenges such as plaintiffs' should proceed. Those rulings do not permit threshold issues about overall contract validity to be resolved by the courts when the arbitration agreement itself is not specifically challenged. Here, plaintiffs attack the sales contracts in their entirety, not the language or clarity of the agreements to arbitrate or the broad delegation clauses contained in those signed arbitration agreements. The Supreme Court's precedent compels only one conclusion: an arbitrator must resolve plaintiffs' claims about the validity of their sales contracts as well as any arbitrability claims that plaintiffs may choose to raise.

         1. In applying the Federal Arbitration Act (FAA), the United States Supreme Court has provided substantial guidance on the question of whether arbitration should be compelled in situations such this. Section two of the FAA provides that agreements to arbitrate any controversy arising out of a commercial contract "shall be 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. New Jersey case law acknowledges the preeminence of the national policy established by Congress through the FAA as well as the Supreme Court's holdings interpreting and implementing that policy. (pp. 22-24)

         2. The United States Supreme Court has held that when a plaintiff raises a claim of fraud in the inducement of a contract as a whole -- rather than fraud in the making of the arbitration agreement itself -- the FAA requires that the dispute be resolved by the arbitrator. Prima Paint Corp. v. Flood & Conklin Mfg. Co., 388 U.S. 395, 403-04 (1967). The Court held that "if the claim is fraud in the inducement of the arbitration clause itself -- an issue which goes to the 'making' of the agreement to arbitrate -- the federal court may proceed to adjudicate it. But the statutory language does not permit the federal court to consider claims of fraud in the inducement of the contract generally." Ibid. The Court's determination recognized that arbitration agreements are severable from the rest of the contract and that the arbitration agreement may be valid separate and apart from the contract as a whole, provided that a party has not challenged the arbitration agreement itself. In Buckeye Check Cashing, Inc. v. Cardegna, the Court determined that "as a matter of substantive federal arbitration law, an arbitration provision is severable from the remainder of the contract," and that "unless the challenge is to the arbitration clause itself, the issue of the contract's validity is considered by the arbitrator in the first instance." 546 U.S. 440, 445-46 (2006). The Court therefore concluded that because the respondents in that case challenged the contract, "but not specifically its arbitration provisions," a challenge to those provisions "should therefore be considered by an arbitrator, not a court." Id. at 446. Similarly, in Rent-A-Center, West, Inc. v. Jackson, the Court held as valid a provision in a contract that delegated to the arbitrator the question of arbitrability under circumstances in which the plaintiff challenged only the validity of the contract as a whole, rather than mounting a challenge to the validity of the delegation provision specifically. 561 U.S. 63, 72 (2010). The Supreme Court of New Jersey has acknowledged the legitimacy and applicability of the Rent-A-Center holding to delegation provisions in New Jersey arbitration agreements. (pp. 24-28)

         3. Here, plaintiffs have not attacked the language or clarity of the arbitration agreement or its delegation clause. Rather, they have continuously maintained that the contract was the product of fraudulent inducement and that the arbitration agreement -- within that sales contract -- is thus also invalid. The disputed facts that plaintiffs allege go to whether the dealerships performed a bait-and-switch related to enticing plaintiffs to enter into the contract as a whole. Plaintiffs have not raised a specific claim attacking the formation of the arbitration agreement that each signed. Federal precedent instructs that the arbitration agreements here be severed from the rest of the agreement, whose totality Goffe and Robinson contest on a number of grounds. Goffe and Robinson must arbitrate their claims as to the enforceability of the overall sales contract. The Court does not opine on the merits of any of those claims. (pp. 28-31)

         4. Guidotti v. Legal Helpers Debt Resolution, L.L.C., 716 F.3d 764 (3d Cir. 2013), a case on which the Appellate Division relied, was misapplied here. In Guidotti, the dispositive issue was whether a document that included an arbitration clause was included in the initial package of documents emailed to the plaintiff and, thus, whether there was mutual assent to arbitrate. Id. at 769, 780. The Third Circuit determined under the summary judgment standard that there was a genuine issue of material fact regarding whether the parties agreed to arbitrate and remanded to the District Court for limited discovery. Id. at 780. Guidotti is in line with federal case law that allows a court to decide matters that relate directly to the formation of the arbitration agreement. However, because plaintiffs here challenge the contract as a whole rather than the arbitration agreement itself, the Guidotti summary judgment standard does not apply in this instance. (pp. 31-35)

         The judgment of the Appellate Division is REVERSED and the trial courts' orders compelling arbitration are REINSTATED.

          CHIEF JUSTICE RABNER and JUSTICES ALBIN, PATTERSON, FERNANDEZ-VINA, SOLOMON, and TIMPONE join in JUSTICE LaVECCHIA's opinion.

          OPINION

          LaVECCHIA, JUSTICE.

         This consolidated appeal involves claims that fraudulent sales practices by two car dealerships induced consumers to enter into agreements for the purchase of cars. The essential question on appeal, though, is whether plaintiffs may avoid being compelled to arbitrate those claims.

         Plaintiffs challenge the formation and validity of their sales agreements on the bases that the dealerships' fraudulent practices and misrepresentations induced them to sign the transactional documents and that the agreements are invalid due to violations of statutory consumer fraud requirements. As part of the overall set of documents, plaintiffs signed arbitration agreements. Those agreements contained straightforward and conspicuous language about arbitration and broadly delegated arbitrability issues to an arbitrator.

         Trial court orders in those individual matters compelled plaintiffs to litigate their various common law and statutory claims challenging the overall validity of the sales contracts in the arbitral forum. Each trial court determined the arbitration agreements to be enforceable. The Appellate Division reversed those orders.

         We hold that the trial courts' resolution of these matters was correct and consistent with clear rulings from the United States Supreme Court that bind state and federal courts on how challenges such as plaintiffs' should proceed. Those rulings do not permit threshold issues about overall contract validity to be resolved by the courts when the arbitration agreement itself is not specifically challenged.

         Supreme Court holdings treat an arbitration agreement as severable and enforceable, notwithstanding a plaintiff's general claims about the invalidity of the contract as a whole. Prima Paint Corp. v. Flood & Conklin Mfg. Co., 388 U.S. 395, 403-04 (1967); see also Buckeye Check Cashing, Inc. v. Cardegna, 546 U.S. 440, 445-46 (2006). The same approach pertains to issues of arbitrability. In order to be decided by a court, an arbitrability challenge -- a challenge as to whether a particular matter is subject to arbitration or can be decided by a court -- must be directed at the delegation clause itself (which itself constitutes an arbitration agreement subject to enforcement); a general challenge to the validity of the agreement as a whole will not suffice to permit arbitration to be avoided. Rent-A-Center, W., Inc. v. Jackson, 561 U.S. 63, 72 (2010).

         We thus approach the instant matter mindful of our obligation to comply with the Supreme Court's holdings on the severability doctrine that applies to arbitration agreements. Plaintiffs assert common law and statutory violation theories that allegedly invalidate their overall sales agreements or otherwise render them unenforceable. While we do not address the merits of those claims, it is clear to us that plaintiffs attack the sales contracts in their entirety, challenging their formation process and arguing that they are, at best, unenforceable. They do not challenge the language or clarity of the agreements to arbitrate or the broad delegation clauses contained in those signed arbitration agreements. In this setting, the Supreme Court's precedent compels only one conclusion. On the question of who gets to decide plaintiffs' general claims about the validity of their sales contracts, we hold that an arbitrator must resolve them, as well as any arbitrability claims that plaintiffs may choose to raise under these delegation clauses.

         I.

         A.

         Plaintiffs Robinson and Goffe each signed several documents in connection with their respective car purchases from defendant car dealerships.[1]The common forms used by the dealerships[2] allow for a singular description of the documents in issue, although we recite the alleged purchase experience of each plaintiff.

         1.

         On November 5, 2016, plaintiff Sasha Robinson contacted Mall Chevrolet in Cherry Hill about buying a car and allegedly was told that, if she purchased from the dealership, she would have two days within which to change her mind, return it, and get her money back. Later that day, she went to the dealership and discussed purchasing a 2016 Chevrolet Malibu. Mall Chevrolet employees told Robinson that -- in addition to trading in a Chevrolet Cruze that she jointly owned with her mother, Tijuana Johnson -- she would have to provide a $1000 deposit for the Malibu and that her monthly car payment on the remaining loan would be $549. Robinson says she was told that Johnson would be required to co-sign in order to complete the transaction.

         Robinson moved ahead with the car purchase transaction that day, signing several documents. Johnson's signature does not appear on any of them.

         One document Robinson signed is a two-page Motor Vehicle Retail Order (MVRO). Among other things, the MVRO lists the date of the sale, Robinson's address, email, phone numbers, the salesperson who worked with her, the car she was purchasing, and the one she was trading in. The MVRO lays out the financial terms of the transaction, including the price of the new car, various fees, the price of the trade-in, and the deposit amount.

         Robinson signed the MVRO in multiple places. Above her second signature, the MVRO states:

Customer agrees that this Order on the face and on the reverse side and any attachments to it includes all the terms and conditions. . . . THIS ORDER SHALL NOT BECOME BINDING UNTIL ACCEPTED BY DEALER OR HIS AUTHORIZED REPRESENTATIVE. Customer by execution of this Order acknowledges that they have read the terms and conditions and have received a true copy of the Order. I am 18 years of age or older and of full legal capacity to enter into this contract. I ACKNOWLEDGE THAT I HAVE RECEIVED, READ, UNDERSTAND AND HAVE SIGNED THE ARBITRATION AGREEMENT WHICH APPLIES TO THIS TRANSACTION. CUSTOMER AGREES THAT CUSTOMER WILL BRING ANY CLAIMS CUSTOMER MAY HAVE HAD AGAINST DEALER, EXCEPT FOR UCC CLAIMS BUT, INCLUDING CLAIMS UNDER THE NEW JERSEY CONSUMER FRAUD ACT, WITHIN 180 DAYS FROM THE DATE OF THIS AGREEMENT AND IF NOT BROUGHT WITHIN 180 DAYS ALL CLAIMS WILL BE TIME BARRED. UCC CLAIMS MUST BE BROUGHT WITHIN ONE YEAR.

         Robinson also signed an arbitration agreement. The agreement is detailed but, in relevant part, states:

In consideration of the mutual promises made in this agreement, you and we agree that either you or we have an absolute right to demand that any dispute be submitted to an arbitrator in accordance with this agreement. If either you or we file a lawsuit . . . or other action in a court, the other party has the absolute right to demand arbitration following the filing of such action.
ARBITRATION: Arbitration is a method of resolving disputes between parties without filing a lawsuit in court. . . .
DISPUTES COVERED: This agreement applies to all claims and disputes between you and us. This includes, without limitation, all claims and disputes arising out of, in connection with, or relating to:
• your purchase of any goods or services from us;
• any previous purchase of goods or services from us;
....
• whether the claim or dispute must be arbitrated;
• the validity of this arbitration ...

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