SIGNIFICANT CASE SUMMARY

Maryland Case Summary

Lyles v. Santander Consumer USA Inc.
Maryland Supreme Court
No. 2, Sept. Term, 2025

Decided: November 25, 2025

An arbitration agreement contained in a separate document was not part of the agreement between Plaintiff and Defendant.

Background

In October 2015, Plaintiff, Jabari Morese Lyles, purchased a truck from Deer Automotive Group, LLC (“Deer Auto”). Defendant, Santander Consumer USA Inc., served as the lender that financed Plaintiff’s purchase. There were two signed contracts to the transaction – the purchase order (“the Order”), which established the purchase price, and the Retail Installment Sale Contract (“the RISC”), which established the financing terms. The Order contained an arbitration clause, but the RISC contained no such clause.

In January 2021, Plaintiff filed a class action Complaint against Defendant Santander in the Circuit Court for Baltimore City, alleging breach of contract. Defendant filed a Motion to compel arbitration. The Circuit Court granted Defendant’s Motion and the Appellate Court of Maryland affirmed.

Holding

The Supreme Court of Maryland considered whether both the Order and the RISC were assigned to Defendant, such that the arbitration clause contained within the Order could be enforced against Plaintiff. The scope of an assignment depends on the language used in the provisions by which it is governed. Since the arbitration provisions at issue existed only in the Order, it was necessary to determine whether the RISC incorporated the Order. The Court interpreted the assignment in harmony with the RISC’s integration clause. Based on the language in the integration clause, the term “this contract” included the RISC, and the term “all other documents” included the Order. These two terms were construed as separate things that, when combined, made up “the entire agreement.” The Order, which contained the arbitration clause, was therefore part of the entire agreement, but not “this contract.” In the assignment clause’s language, only that which falls under this contract was assigned to Defendant. Thus, the Court determined that based on the language of the pertinent provisions, only this contract and addenda to the same constituted the agreement with Defendant. This excluded the Order, and consequently, the arbitration clause. The Court held that any arbitration agreement created between Plaintiff and Deer Auto through the Order was not within the scope of the assignment from Deer Auto to Defendant.

Questions about this case can be directed to Veronica Giron at (443) 641-0557 or vgiron@tthlaw.com.