                        NOT FOR PUBLICATION WITHOUT THE
                      APPROVAL OF THE APPELLATE DIVISION
     This opinion shall not "constitute precedent or be binding upon any court."
      Although it is posted on the internet, this opinion is binding only on the
        parties in the case and its use in other cases is limited. R. 1:36-3.




                                       SUPERIOR COURT OF NEW JERSEY
                                       APPELLATE DIVISION
                                       DOCKET NO. A-1182-17T3



JOHN C. STOLLSTEIMER and
CHERYL R. STOLLSTEIMER,

        Plaintiffs-Appellants,

v.

FOULKE MANAGEMENT       CORP., d/b/a
FOULKE MANAGEMENT       CORPORATION,
d/b/a CHERRY HILL       DODGE CHYRSLER JEEP,
d/b/a CHERRY HILL       TRIPLEX,

     Defendant-Respondent.
________________________________________

              Argued May 30, 2018 - Decided June 26, 2018

              Before Judges Gilson and Mayer.

              On appeal from Superior Court of New Jersey,
              Law Division, Camden County, Docket No. L-
              2255-16.

              Paul N. DePetris argued the cause for
              appellants (Paul N. DePetris and Lewis G.
              Adler, of counsel and on the briefs).

              Laura D. Ruccolo argued the cause for
              respondent   (Capehart   &   Scatchard,   PA,
              attorneys; Laura D. Ruccolo, on the brief).

PER CURIAM
     Plaintiffs John C. and Cheryl R. Stollsteimer appeal from an

October 2, 2017 order dismissing their complaint and compelling

arbitration.       We affirm.

     On February 19, 2014, plaintiffs purchased a new motor vehicle

from defendant, Foulke Management Corp., d/b/a Foulke Management

Corporation, d/b/a Cherry Hill Dodge Chrysler Jeep, d/b/a Cherry

Hill Triplex.        In purchasing the car, plaintiffs signed a Motor

Vehicle     Retail     Order    Agreement     (MVRO),        which     included      a

description of the vehicle and the price.                 Plaintiffs also signed

a retail installment sales contract (RISC) and an arbitration

agreement.    The MVRO contained an integration clause, stating any

attachments included all terms and conditions.

     The arbitration agreement was attached to the MVRO.                          The

arbitration       agreement    stated,   in   bold,       capital    letters,    that

certain rights, including the right to maintain a court action,

were limited. The arbitration agreement, applicable to "all claims

and disputes," explained the arbitration process in detail.                       The

arbitration       agreement    also   contained       a    class    action    waiver

provision.        Upon signing the arbitration agreement, plaintiffs

expressly acknowledged they received, read, and understood the

document.

     Over     a    year   after    purchasing     the       vehicle,    plaintiffs

experienced trouble with the car.             Plaintiffs attempted to have

                                         2                                   A-1182-17T3
the car repaired.        When the issues with the vehicle were not

remedied, plaintiffs filed a complaint on or about June 16, 2016.

      In the complaint, plaintiffs alleged defendant violated the

Truth-in-Consumer Contract, Warranty and Notice Act (TCCWNA),

N.J.S.A.     56:12-14    to   -18.            Plaintiffs     also   sought     class

certification.

      On August 3, 2016, defendant moved to dismiss plaintiffs'

complaint     and   compel     arbitration           in   accordance    with      the

arbitration agreement.        Plaintiffs opposed defendant's motion.

      On September 20, 2016, the motion judge entered an order

enforcing     the   arbitration      agreement.            Plaintiffs    appealed.

Because that order was entered without oral argument and without

any statement of reasons, we reversed.                    Stollsteimer v. Foulke

Mgmt. Corp., No. A-0833-16 (App. Div. May 23, 2017) (slip op. at

3).   We remanded the matter, requesting the motion judge provide

findings of fact and conclusions of law in accordance with Rule

1:7-4(a).     Id. at 3-4.

      On remand, the parties were permitted to supplement their

written     arguments    related     to       defendant's     motion    to    compel

arbitration. After hearing oral argument, the motion judge granted

defendant's     motion   to    dismiss         and    compelled     plaintiffs      to

arbitrate their claims.         The judge issued a nine-page written

statement of reasons in support of his October 2, 2017 order.

                                          3                                  A-1182-17T3
      In the statement of reasons appended to the order, the judge

found the MVRO, RISC, and arbitration agreement were a single,

integrated contract.        The judge noted the MVRO established the

price of the vehicle, the RISC confirmed the payment agreement

between plaintiffs and defendant, and the arbitration agreement

governed dispute resolution pertaining to the agreement as a whole.

In addition, the judge determined all three documents were signed

on or about February 19, 2014, the date that plaintiffs purchased

the   vehicle.      Further,     the   judge   found   the    MVRO,   RISC,      and

arbitration agreement refer to and acknowledge the existence of

the other documents.        In holding the three documents formed one

single contract, the judge highlighted language in the arbitration

agreement    that   read:   "I    IMMEDIATELY     RECEIVED     A   COPY    OF    THE

CONTRACTS ALONG WITH THIS ARBITRATION AGREEMENT, AND ACKNOWLEDGE

THAT I FULLY UNDERSTAND THE CONTENTS THEREIN."

      Having deemed the documents signed by plaintiffs to be a

single, integrated contract, the judge then considered whether the

arbitration agreement complied with Atalese v. U.S. Legal Services

Group, LP, 219 N.J. 430 (2014).             In that regard, the judge found

plaintiffs    "were   clearly     and   unambiguously        informed     that    by

signing the [arbitration] agreement, they would be surrendering

their 'right to pursue any legal action to seek damages or any

other remedies in a court of law, including the right to a jury

                                        4                                  A-1182-17T3
trial.'"      Moreover, the judge noted the sales documents referred

to   arbitration       several      times,     "often      in   accentuated,       bold

lettering,"      and       highlighted        various      provisions     explaining

arbitration, identifying the rules of arbitration, establishing

the location for arbitration, and setting forth the cost of

arbitration.         The    judge    determined      the   arbitration       agreement

"expressly inform[ed] the parties of their waiver of their right

to a jury trial."               Thus, the judge concluded the arbitration

agreement comported with Atalese.

     On appeal, plaintiffs contend the motion judge erred because:

(1) the arbitration agreement conflicted with the MVRO and the

RISC;   (2)    the     arbitration       agreement      was     void   for    lack    of

consideration; (3) the arbitration clause failed to satisfy the

requirements      of       Atalese;     (4)    the      arbitration      clause      was

unenforceable     as       to   class   action   litigation;       (5)   there     were

material   fact      disputes       concerning    the      parties'    agreement      to

arbitrate; and (6) the motion judge failed to consider defendant's

application as a motion for summary judgment in accordance with

Rule 4:46, as opposed to a motion to dismiss pursuant to Rule 4:6-

2.

     The validity of an arbitration agreement is a question of law

and we review an order compelling arbitration de novo.                        Barr v.

Bishop Rosen & Co., 442 N.J. Super. 599, 605 (App. Div. 2015); see

                                           5                                   A-1182-17T3
also Atalese, 219 N.J. at 445-46 ("Our review of a contract,

generally, is de novo, and therefore we owe no special deference

to the trial court's . . .    interpretation.").

     "[W]here [an] agreement is evidenced by more than one writing,

all of them are to be read together and construed as one contract,

and all the writings executed at the same time and relating to the

same subject-matter are admissible in evidence."            Lawrence v.

Tandy & Allen, Inc., 14 N.J. 1, 7 (1953) (quoting Gould v. Magnolia

Metal Co., 69 N.E. 896, 898 (Ill. 1904)).       Where several writings

constitute one instrument, "the recitals in one may be explained,

amplified, or limited by reference to the other."          Schlossman's,

Inc. v. Radcliffe, 3 N.J. 430, 435 (1950).

     To determine whether arbitration should be compelled, we must

determine whether the contract's arbitration provision is valid

and enforceable.     Martindale v. Sandvik, Inc., 173 N.J. 76, 83

(2002).   In reviewing a motion to compel arbitration, "we are

mindful   of   the   strong   preference   to    enforce     arbitration

agreements."   Hirsch v. Amper Fin. Servs., LLC, 215 N.J. 174, 186

(2013).

     Arbitration is a matter of contract.        NAACP of Camden Cty.

E. v. Foulke Mgmt. Corp., 421 N.J. Super. 404, 424 (App. Div.

2011), appeal dismissed, 213 N.J. 47 (2013). Not every arbitration

clause is enforceable.    Atalese, 219 N.J. at 441.        "An agreement

                                  6                              A-1182-17T3
to arbitrate 'must be the product of mutual assent, as determined

under customary principles of contract law.'"                  Barr, 442 N.J.

Super. at 605 (quoting Atalese, 219 N.J. at 442).

       "Mutual assent requires that the parties understand the terms

of their agreement[,]" and where the "agreement includes a waiver

of a party's right to pursue a case in a judicial forum, 'clarity

is required.'"        Id. at 606 (quoting Moore v. Woman to Woman

Obstetrics & Gynecology, LLC, 416 N.J. Super. 30, 37 (App. Div.

2010)).      "[T]he    waiver    'must    be    clearly   and    unmistakably

established,' and 'should clearly state its purpose,' . . . [a]nd

the parties must have full knowledge of the legal rights they

intend to surrender."     Ibid. (citations omitted).            An arbitration

agreement should clearly state if it "depriv[es] a citizen of

access to the courts."          Garfinkel v. Morristown Obstetrics &

Gynecology Assocs., 168 N.J. 124, 132 (2001) (quoting Marchak v.

Claridge Commons, Inc., 134 N.J. 275, 282 (1993)).

       We first consider whether the three sales documents signed

by plaintiffs formed a single, integrated contract.              In reviewing

the challenged documents, we agree with the motion judge that all

three documents were executed at the same time and related to the

same    subject-matter:    plaintiffs'         purchase   of    the    vehicle.

Moreover,    the   arbitration    agreement,       attached     to    the     MVRO,

explains and amplifies the MVRO.         The MVRO expressly includes "any

                                     7                                      A-1182-17T3
attachments."       Therefore, the RISC is incorporated by reference

into   the    MVRO.         Thus,    we   concur        that   the    MVRO,   RISC,   and

arbitration agreement signed by plaintiffs constitute a single,

integrated contract.

       We    next   consider        whether       the    arbitration     agreement      is

enforceable.          The    arbitration          agreement     and    the    provisions

referring to arbitration in the other sales documents were clear

and unambiguous so as to be enforceable.                        The MVRO, signed by

plaintiffs, contained a provision instructing plaintiffs to "READ

THIS DOCUMENT CAREFULLY.              IF YOU DO NOT FEEL THAT YOU HAVE HAD

SUFFICIENT TIME TO READ THE DOCUMENT, YOU SHOULD NOT SIGN IT . . . .

DO NOT SIGN THIS CONTRACT AND THE OTHER CONTRACT DOCUMENTS IF YOU

DO NOT AGREE WITH ALL TERMS OF THE CONTRACT."                          The arbitration

agreement, also signed by plaintiffs, advised plaintiffs to "READ

THIS ABITRATION AGREEMENT CAREFULLY.                     IT LIMITS CERTAIN OF YOUR

RIGHTS, INCLUDING YOUR RIGHT TO MAINTAIN A COURT ACTION."                             The

arbitration agreement provides both parties "have an absolute

right to demand that any dispute be submitted to an arbitrator in

accordance with this agreement" and that "[i]f either . . . file[d]

a lawsuit, counterclaim, or other action in a court, the other

party has the absolute right to demand arbitration following the

filing of such action."             The arbitration agreement also included



                                              8                                  A-1182-17T3
a waiver of the right to a jury trial and pursuit of class action

litigation.

     In reviewing the MVRO, RISC, and arbitration agreement in a

similar case, another panel of this court recently found "no

infirmity in the content of the arbitration provision or the manner

in which that content was conveyed."    Goffe v. Foulke Mgmt. Corp.,

___ N.J. Super. ___ (App. Div. 2018) (slip op. at 10).        The panel

found

          [i]n   bold   and  conspicuous   print,   the
          provisions emphasize that, by fixing their
          signatures    on    defendants'    documents,
          plaintiffs . . . agreed to arbitrate all
          related claims and waived their rights to
          trial by jury regardless of the legal basis
          for the claim.      We see nothing in the
          arbitration provisions in question that would
          run afoul of our decisional law's insistence
          upon a clear and conspicuous expression of
          that intent.

          [Id. at 10-11.]

     Having concluded the sales documents signed by plaintiffs

form a single, integrated contract and having determined that the

arbitration   provisions   are   enforceable,   we   need   not   resolve

plaintiffs' arguments regarding the statute of limitations or

whether plaintiffs agreed to forego the right to pursue a class

action, because the parties expressly delegated the authority to

decide such issues to the arbitrator. Challenges to an arbitration

agreement, as a whole, are subject to an arbitrator's determination

                                   9                              A-1182-17T3
if the agreement contains a delegation provision.    Rent-A-Center

W. v. Jackson, 561 U.S. 63, 68-69 (2010); see also Morgan v.

Sanford Brown Inst., 225 N.J. 289, 303 (2016) ("[P]arties to an

arbitration agreement can agree to delegate to an arbitrator the

issue of whether they agreed to arbitrate a particular dispute.")

Based on the language in the arbitration agreement signed by the

parties, the arbitrator is delegated the authority to decide such

issues in the first instance.

     We next examine plaintiffs' argument that the motion judge

failed to treat defendant's motion as a motion for summary judgment

and there were material factual disputes that precluded summary

judgment in this case.   In reviewing the record, we find the judge

treated defendant's motion as a motion for summary judgment.     The

judge gave plaintiffs an additional opportunity on remand to

present evidence of genuinely disputed material facts.        While

plaintiffs raised legal arguments related to the sales contracts,

they failed to set forth any disputed facts.    We hold the motion

judge properly considered the undisputed facts in rendering his

decision to dismiss the complaint and compel arbitration.

     Affirmed.




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