2005-357, DAIMLERCHRYSLER CORPORATION v. DARREN VICTORIA

vehicle was $15,990. The sale of the vehicle was memorialized in an agreement DaimlerChrysler dealer. The manufacturer’s suggested retail price of the

Rochester Dodge in Rochester (dealer), an independent authorized

December 30, 2003, the consumer purchased a 2004 Dodge Neon SXT from

The trial court found or the record supports the following facts. On

for his defective automobile. We vacate in part and remand. arbitration board’s (board) award to the defendant, Darren Victoria (consumer), decision of the Superior Court (Morrill, J.) affirming the new motor vehicle DALIANIS, J. The petitioner, DaimlerChrysler Corporation, appeals the

Board, as amicus curiae. and orally), for the State of New Hampshire New Motor Vehicle Arbitration Kelly A. Ayotte, attorney general (Elyse S. Alkalay, attorney, on the brief

on the brief and orally), for the petitioner. Errors may be reported by E-mail at the following address: The Rose Law Firm, PLLC, of Albany, New York (G. Christopher Gleason

page is: http://www.courts.state.nh.us/supreme. v.

errors in order that corrections may be made before the opinion goes to press. No. 2005-357 Hampshire, One Noble Drive, Concord, New Hampshire 03301, of any editorial Rockingham Readers are requested to notify the Reporter, Supreme Court of New ___________________________

a.m. on the morning of their release. The direct address of the court's home reporter@courts.state.nh.us. Opinions are available on the Internet by 9:00

well as formal revision before publication in the New Hampshire Reports. NOTICE: This opinion is subject to motions for rehearing under Rule 22 as when calculating the full purchase price in accordance with [RSA 357-D:3] p. 2 manufacturer’s agent’s vehicle price listed in the retail installment contract

price” on the retail installment contract as $19,002.04. the purchase price of the new vehicle and documented the inflated “vehicle

liability or contribution. listed in the retail installment contract. The dealer was exempt from any exceeded its powers. The trial court ruled: “As a policy, the Board adopts the “Purchase Price of [V]ehicle” in the amount of $19,002.04, the vehicle price

in order to enable the consumer to obtain a new loan. The dealer then inflated

petitioner did not prove by clear and convincing evidence that the board board granted the consumer’s request for a refund and calculated the exceeded its powers.” The trial court eventually concluded, however, that the for the vehicle as calculated pursuant to RSA 357-D:3, V, then the Board

appraisal, was designed to conceal the negative equity on the trade-in vehicle This value, which was substantially higher than the trade-in vehicle’s contract, the dealer documented the value of the trade-in vehicle as $8,300.

which substantially impaired the use and market value of the vehicle. The 2 vehicle and that its deficiencies were “the result of a manufacturer’s defect,” “If the Board ordered a refund that is more than the [consumer] actually paid concluded that there was no tangible evidence that he had tampered with the the petitioner’s appeal.

Installment Contract and Security Agreement.” On the retail installment

consumer’s motion to dismiss, relying upon RSA 357-D:6, I (c) (1995) to state: refund because he had tampered with the vehicle. After a hearing, the board purchase price of the vehicle was $19,002.04. The trial court denied the arguing only that the board exceeded its powers when it determined that the Board’s duties is reasonable and practical.” Accordingly, the trial court denied . . . . Under the circumstances, this interpretation of the statute and the agreement concerning the financing of the transaction, entitled “Retail had “negative equity.” The consumer and the dealer entered into a separate on the trade-in vehicle in the amount of $8,096.96; thus, the trade-in vehicle

vehicle manufacturer, countered that the consumer was not entitled to a had attempted to have repaired by the dealer three times. The petitioner, as The petitioner appealed to the trial court, pursuant to RSA 357-D:6, I (c), continually leaking into the coolant system of the vehicle, a problem that he

time of the transaction, however, the consumer owed an outstanding balance

board, pursuant to RSA chapter 357-D, requesting a refund because oil was On April 22, 2004, the consumer filed a demand for arbitration with the

indicates that the “allowance for used car as appraised” was $4,300. At the the dealer, the consumer “traded in” a 1999 Dodge Caravan. The agreement that the “sale price” of the vehicle was $15,600. As part of the transaction with

agreement” or “buyer’s order.” The vehicle cash purchase agreement indicates executed by both parties, commonly known as a “vehicle cash purchase provided in paragraph IX.

p. 3 or legally erroneous. and consequential damages or, in the case of leased vehicles, as

negative equity in a trade-in vehicle. 3

not disturb the trial court’s decision unless it is unsupported by the evidence evidence, that . . . [t]he board exceeded its powers.” RSA 357-D:6, I (c). We will charges, registration fees, and any similar charges and incidental court, a party to the arbitration proceeding proves, by clear and convincing

conform to warranty. refund a consumer’s full purchase price for a new motor vehicle that does not

between the actual purchase price and a purchase price inflated to conceal

possible, construe that language according to its plain and ordinary meaning.

trade-in or down payment, license fees, finance charges, credit final and shall not be modified or vacated unless, on appeal to the superior in the purchase contract and all credits and allowances for any shall refund to the consumer the full purchase price as indicated In those instances in which a refund is tendered, the manufacturer provision commonly known as the “Lemon Law,” which authorizes the board to RSA 357-D:3, V states, in pertinent part:

contract was reasonable and practical, given its claimed inability to distinguish scheme and not in isolation. Id. practice of adopting the vehicle purchase price listed in the retail installment Id. Furthermore, we interpret statutes in the context of the overall statutory of the vehicle from the retail installment contract. The board counters that its interpreting a statute, we first look to the language of the statute itself, and, if considered as a whole. DeLucca v. DeLucca, 152 N.H. 100, 103 (2005). In arbiter of the intent of the legislature as expressed in the words of a statute D:6, I, which provides, in relevant part: “The decision of the board shall be See RSA 357-D:1, :3 (1995). This court is the final

To resolve the issue on appeal, we must interpret RSA 357-D:3, V, a

powers by ignoring RSA 357-D:3, V (1995) when it adopted the purchase price

proceedings before this court. The board participated by brief and orally as The trial court’s review of decisions of the board is governed by RSA 357-

We first address the petitioner’s contention that the board exceeded its

amicus curiae.

purchase price of the vehicle. The consumer did not participate in the installment contract; and (2) refused to consider evidence as to the actual powers when it: (1) adopted the purchase price of the vehicle from the retail On appeal, the petitioner argues before us that the board exceeded its it chose, and that it used those words advisedly. p. 4 construction, we presume that the legislature knew the meaning of the words

to provide in as expeditious a manner as possible

obligation.” RSA 361-A:1, X (Supp. 2005). As a general principle of statutory

vehicle dealers cannot be sued under this chapter. applicable warranty. New motor vehicle dealers and used motor

commonly relied upon by this court, “purchase,” in isolation, can mean “the act the phrase “purchase contract” is also not defined by the definitional resources retail seller or directly from a retail buyer, as security . . . for the retail buyer’s transaction, is retained or taken by a sales finance company indirectly from a the motor vehicle, which is the subject matter of a retail installment

the manufacturer is unable to make the vehicle conform with its

should be obligated to provide speedy and less costly resolution of remedial in nature, and not punitive, as it was designed to refund “the RSA 357-D:1 (emphasis added). RSA 357-D:1 suggests that the Lemon Law is the legislature defined that phrase in any analogous statutory context. While

“an agreement pursuant to which the title to, the property in, or a lien upon of RSA 357-D:3. included that term in an analogous statutory context prior to the re-enactment replacement vehicle that is acceptable to the consumer whenever consumer’s purchase price, payments to a lessor and lessee, or a

[M]anufacturers, distributors and importers of new motor vehicles

interpretation: construction. RSA chapter 357-D does not define “purchase contract,” nor has RSA 357-D:1, entitled “intent,” also supports the petitioner’s board does not explain how the plain language of the statute supports such a construe “purchase contract” to mean the “retail installment contract.” The chapter 361-A, governing retail installment sales of motor vehicles, to mean, See RSA 361-A:1, X; see also Laws 1961, 193:1.

installment contract,” it could have expressly done so, especially where it obligations that are enforceable or otherwise recognizable at law,” 608, 610 (2004). Had it intended to define a “purchase contract” as a “retail

we should, consistent with its “long standing administrative interpretation,” The legislature defined “retail installment contract,” by contrast, in RSA

“contract” can mean “an agreement between two or more parties creating

sale of the vehicle which is binding upon the parties.” The board counters that petitioner argues that the “purchase contract” means “the agreement for the adopt the “full purchase price” as set forth in the “purchase contract.” The RSA 357-D:3, V (emphasis added). Thus, RSA 357-D:3, V directs the board to clarify RSA chapter 357-D if our interpretation is inconsistent with its intent.

p. 5 sufficient to reacquire the original trade-in vehicle. We invite the legislature to payment,” the statute issues no explicit directive to refund an amount purchase contract and all credits and allowances for any trade-in or down

to the consumer. vehicle rather than an inflated value bearing no relationship to the actual cost consumer, among other things, “the full purchase price as indicated in the necessarily contemplates only the actual amount required to purchase the

(2005) (revised January 1, 2006). (Deering 1998) and its corresponding federal regulation, 12 C.F.R. § 226.1

contract.” While RSA 357-D:3, V directs the board to refund to a prevailing explicitly directs the board to refund the “full purchase price,” which equity. It relies upon

violated the California Automobile Sales Finance Act, Cal. Civ. Code § 2982

to obtain the used car the consumer tendered to the dealer as part of the manufacturers and dealers. RSA 357-C:3 (Supp. 2005). RSA 357-D:3, V time of an arbitration refund, the manufacturer will most probably not be able dealers’ unlawful and unfair practice[]” of improperly documenting negative and not the Lemon Law, that prohibits unfair and deceptive practices by was in the possession of a used motor vehicle before the trade-in . . . . At the Practices Between Motor Vehicle Manufacturers, Distributors and Dealers,”

negative equity “in the cash price of vehicles being purchased,” as the practice

contract would be tantamount to “condoning the manufacturers’ and the contemplated by RSA chapter 357-D. Specifically, it argues that “the consumer petitioner points out, it is RSA chapter 357-C, entitled “Regulation of Business practice, however, is not before this court for review. Moreover, as the

was in prior to buying the vehicle.

appeal upheld an injunction against an RV dealer, preventing it from including (Ct. App. 2005), to support its position. In Thompson, a California court of

The board further contends that disregarding the retail installment in the retail installment contract to make the consumer “whole,” as

as it could place the consumer in a significantly better position than he or she would be contrary to legislative intent as discerned from the statutory scheme, be based upon the admittedly inflated figures in the retail installment contract,

weight, thereunder. Although the board’s interpretation of the statute is given some that the legislature intended for a prevailing consumer to enjoy a windfall

The board argues, however, that it had to award the inflated vehicle price

N.H. 976, 977 (1977), its interpretation here, permitting a Lemon Law refund to see N.H. Dep’t of Rev. Administration v. Public Emp. Lab. Rel. Bd., 117

warranty. There is nothing in the plain language of RSA 357-D:1 that suggests consumer’s purchase price” for a new motor vehicle that does not conform to purchase contract,” RSA 357-D:3, V, in a manner consistent with this opinion.

p. 6 installment contract. powers by adopting the inflated vehicle price as set forth in the retail consenting consumer. Accordingly, we conclude that the board exceeded its

board for a determination of the “full purchase price as indicated in the vehicle price as set forth in the retail installment contract, and remand to the vacate in part, as the board exceeded its powers by adopting the inflated

Lemon Law into a mechanism for policing such practices between a dealer and

actually “considered” the vehicle cash purchase agreement. Consequently, we

explicit legislative directive, we decline the board’s request to transform the financing transaction in this case is not before us. Thus, in the absence of an the merits of these arguments for, as addressed above, the propriety of the

in its findings of fact or rulings of law and the record is silent as to whether it 6 The board did not expressly acknowledge the vehicle cash purchase agreement the petitioner to introduce into evidence the vehicle cash purchase agreement.

manufacturers and their independent authorized dealers. We need not reach

purchase agreement. The record reveals, however, that the board permitted

RSA chapter 357-C strictly regulates the contractual relationships between restrain its independent dealers in the manner suggested by the board because The petitioner also contends that it is prevented by statute from attempting to

BRODERICK, C.J.