Biggus v. Ford Motor Credit Co.

CHASANOW, Judge,

dissenting, in which ELDRIDGE and ROBERT M. BELL, JJ. join.

In order to reach its result, the majority takes two steps. First, it concludes that Ford Motor Credit Company (Ford) validly elected to bring its retail installment sale contracts with Mr. Biggus and the Jacksons under Title 12, Subtitle 10 of the Commercial Law Article, “Credit Grantor Closed End Credit Provisions” (CLEC). Second, it concludes that the only repossession provisions applicable in the instant cases are those of CLEC, and not of Commercial Law Article Title 12, Subtitle 6,1 the “Retail Installment Sales” Act (RISA).

Addressing the majority’s conclusions in inverse order, first I believe that the RISA repossession provisions rather than the CLEC repossession provisions govern the reposses*212sion since the only effect of a CLEC election in a RISA transaction is that CLEC disclosure, interest, and finance charge provisions supersede RISA disclosure, interest, and finance charge provisions. Second, if my initial contention is incorrect and if RISA is superseded by CLEC in areas other than disclosure, interest, and finance charges, then the effect of a CLEC election is loss of important RISA consumer protections, and I would hold that the CLEC election in the instant case was invalid because it was not clear and unambiguous.

I.

The legislature enacted RISA in 1941 to protect installment buyers from oppressive business practices that accompanied the growing availability of consumer credit. Associated Acceptance Corp. v. Bailey, 226 Md. 550, 555, 174 A.2d 440, 443 (1961). It protects the buyer by mandating the inclusion of certain provisions in installment sale contracts that fall within its scope, and forbidding the inclusion of others. Stride v. Martin, 184 Md. 446, 451, 41 A.2d 489, 491-92 (1945) (citing Legislative Council Research Report No. 6) (legislation “aims to eliminate ‘contract abuses’ by requiring the contract to ... contain certain information and not to contain certain provisions”). The contracts at hand are undoubtedly within the scope of RISA, a scope which is fairly broad. Under RISA, an installment sales agreement is any

“contract for the retail sale of consumer goods, negotiated or entered into in this State, under which: (i) Part or all of the price is payable in one or more payments after the making of the contract; and (ii) The seller takes collateral security or keeps a security interest in the goods sold.”2

§ 12-601(l)(i). Motor vehicles are explicitly covered. § 12-609. Thus, we start from the assumption that the transac*213tions in question are by definition RISA transactions, a point which Ford concedes. Ford acknowledges that the contracts meet the definition of “retail installment sale agreements” in RISA and that RISA would govern unless CLEC was validly elected pursuant to § 12-1014(a). RISA is the primary statutory scheme for retail installment sales — the transactions in question are automatically transactions to which RISA will apply unless superseded by other applicable law. Although I agree that CLEC can be made applicable to a RISA transaction upon proper election, I would maintain that RISA’s repossession provisions should remain applicable to any transaction falling within the scope of RISA, regardless of whether or not CLEC has been elected.

The majority says that where CLEC has dealt with a particular “aspect” of the transaction, CLEC’s provisions will supersede RISA’s for that “aspect.” Where two statutes deal with similar “aspects,” I believe we should attempt to determine legislative intent and/or utilize recognized rules of statutory construction to harmonize the two. We should not simplistically say that because two statutes cover similar “aspects” one preempts the other. An analysis of RISA and CLEC leads, I believe, to the conclusion that in the instant cases the RISA repossession provision controls over the CLEC repossession provision.

When interpreting a statute’s provisions, our goal is to ascertain and effectuate the intention of the legislature. Mustafa v. State, 323 Md. 65, 73, 591 A.2d 481, 485 (1991). Our focus is, therefore, centered upon the statute’s purpose or policy. Id.; Kaczorowski v. City of Baltimore, 309 Md. 505, 513, 525 A.2d 628, 632 (1987); see also Harford County v. University of Md. Medical Sys. Corp., 318 Md. 525, 529, 569 A.2d 649, 651 (1990). In enacting CLEC, the legislature’s primary purpose was to allow banks to charge higher interest rates and increase certain charges to borrowers. I do not believe that in adopting CLEC, the legislature meant by implication to repeal important consumer protection provisions which it had previously enacted. In *214fact, we have repeatedly held that the law does not favor repeal by implication. Management Personnel Servs. v. Sandefur, 300 Md. 332, 341, 478 A.2d 310, 314 (1984); Board of Educ. of Garrett County v. Lendo, 295 Md. 55, 62-63, 453 A.2d 1185, 1189 (1982); Police Comm’r v. Dowling, 281 Md. 412, 418-19, 379 A.2d 1007, 1011 (1977); Commission on Medical Discipline v. Bendler, 280 Md. 326, 330, 373 A.2d 1232, 1234 (1977).

When the legislature enacted CLEC, it clearly recognized that many of the credit contracts where CLEC could now be elected by the lender would, in the absence of a CLEC election, be regulated by one or more other statutes. The retail installment agreements in the instant cases are such contracts, as the underlying transactions are RISA transactions. The legislature obviously also recognized that, where CLEC was elected by the lender, there could be conflicts with other statutes, like RISA, which would regulate the contract absent the CLEC election. In sections 12-1013(a) and 12-1014(c) of CLEC, the legislature gave us specific guidance as to how to resolve these conflicts. Those sections tell us definitively that in two specific areas — the area of interest and finance charges, as well as the area of disclosure — CLEC supersedes other statutory provisions which would have also regulated the loan absent the CLEC election. By specifically enumerating the two areas where CLEC supersedes other statutes which would otherwise have regulated the loan, I believe the legislature was clearly telling us that other statutory provisions which also regulate the particular type of CLEC loan (like the RISA statute) are not superseded by CLEC. This is in keeping with the familiar maxim of statutory construction that “expressio unius est exclusio alterius” — the expression of one thing is the exclusion of another. Maryland has long recognized this basic rule. See Gay Investment Co. v. Comi, 230 Md. 433, 438, 187 A.2d 463, 466 (1963); Johns v. Hodges, 62 Md. 525, 538 (1884).

Limiting CLEC’s applicability as described would also help explain the rather unusual unilateral right of the credit *215grantor “at its option” to elect to make the loan pursuant to CLEC. § 12-1014(a). If the effect of a CLEC election is to deprive the borrower of important statutory protections such as those given other RISA buyers, as the majority believes, then the election to eliminate these protections should require the mutual intent and a decision by both parties to the contract. On the other hand, if the only effect of a CLEC election is to permit the lender to impose CLEC interest and other charges as per § 12-1013(a) and to provide for uniform disclosure requirements so there can be a single CLEC contract form applicable to all CLEC contracts as per § 12-1014(c), then it seems more reasonable to make the CLEC election at the “option” of the lender since those disclosure, interest, and finance charge provisions are clearly spelled out in any contract prepared by the lender.

The majority contends that by endowing CLEC with a full-blown repossession scheme, which addresses “aspects” contained in the RISA scheme, the legislature implied that the CLEC provisions would supersede the RISA provisions. Under this view, application of the CLEC repossession scheme would follow from a valid CLEC election, while failure to elect CLEC would leave RISA’s repossession scheme applicable. A more convincing explanation for CLEC’s full-blown repossession scheme, I believe, is that there are many CLEC loans secured by personal property which are non-RISA loans. These include loans which are not pursuant to installment sales, as well as installment sale transactions where the cash price of the goods is over $25,000. See § 12-601(j). The legislature needed to provide a repossession scheme for these non-RISA transactions, and CLEC § 12-1021 is the result.3

*216The majority’s implied preemption approach will result in considerable uncertainty as well as the possible loss of other consumer protections which buyers should not be made to forfeit by implication alone. In the case of any transactional elements which are in some manner addressed by both RISA and CLEC, á court would, under the majority approach, have to analyze whether in this area CLEC implicitly preempts RISA. Applying the majority’s test, the court would first have to determine whether the relevant CLEC provision addressed “aspects” of the relevant RISA provision and then conclude whether or not CLEC supplants RISA complétely, partially, or not at all.

*217For example, consider the potential result when the majority’s analysis is applied to the provisions controlling what creditor’s attorney’s fees may be charged to the buyer. Section 12 — 623(b)(i) of RISA provides that attorney’s fees may not exceed fifteen percent of the amount due and payable under the agreement. Section 12-1011(a) of CLEC permits collection of “a reasonable attorney’s fee.” If the creditor elects CLEC, does the CLEC provision supersede the RISA provision? 4 By the majority’s analysis, we must ask whether CLEC § 12-1011(a) covers the “aspects” of RISA § 12-623(b)(i). Assuming that it does, the majority test would then leave the consumer borrower without the protection of the fifteen percent RISA ceiling and subject it to a case-by-case interpretation of “reasonable attorney’s fee.”

A second illustration of the effect of the majority’s approach can be found in its application to insurance requirements under RISA and CLEC. Section 12-609(d)(2) of RISA places limits on the amount and types of insurance that the holder can require the buyer of a motor vehicle to carry. CLEC’s insurance provisions, §§ 12-1007-1007.1 impose no such limits. Here again, does CLEC address the “aspects” of RISA’s insurance requirements and replace them in toto? If so, this would allow the credit grantor’s unilateral election of CLEC to permit it to require whatever insurance it deems proper, even beyond the RISA-imposed limits. Considering that CLEC’s insurance provisions are extremely broad, applying to all CLEC transactions including real estate purchases, and the RISA insurance section is extremely narrow, covering motor vehicles exclusively, it is difficult to believe that the legislature intended by its enactment of CLEC to repeal RISA’s express protection of the RISA vehicle buyer with respect to insurance.

*218I believe basic principles of statutory construction also support my view that the legislature, by enacting CLEC and permitting it to include RISA transactions, did not intend to revoke by implication specific consumer protections provided by the pre-existing RISA statute. The majority recognizes that RISA has a repossession provision granting RISA buyers specific protections, including the § 12-625(a) requirement that repossessed property be stored for fifteen days in the county where sold or repossessed. However, confronted with CLEC’s repossession provision, which contains no requirement as to where repossessed goods must be stored awaiting sale, the majority holds that the CLEC repossession statute controls and sub silentio deprives the RISA buyer of this and perhaps other RISA-granted protections.

I would here invoke a familiar principle of statutory construction: that when two statutes deal with the same subject matter, and are not necessarily inconsistent with each other, they should be harmonized and full effect given to each. Bridges v. Nicely, 304 Md. 1, 10, 497 A.2d 142, 146 (1985); Management Personnel Servs., 300 Md. at 341, 478 A.2d at 314. This is true notwithstanding the fact that the statutes may have been enacted at different times with no reference to each other, because in that case the rule is that statutes must be harmonized to the extent possible. Id.; Lendo, 295 Md. at 62, 453 A.2d at 1189.

In the case before us, I would apply this rule to harmonize CLEC and RISA with respect to the repossession provision in question. I would hold that a RISA creditor who properly elects CLEC should get the benefit of those provisions of CLEC that the legislature expressly provided would supersede other statutes. Beyond these limited areas, RISA buyers should still receive those RISA protections which the legislature intended RISA buyers to have. A CLEC election should supersede RISA protections only in the areas specifically set out by the legislature. To hold otherwise would repeal a RISA buyer’s statutory protections by vague implication because their contracts are addi*219tionally regulated by another statute. As I noted earlier, such repeal by implication is not favored.

In short, the majority’s analysis divides the “aspects” of a RISA/CLEC contract (a RISA contract where the lender elects CLEC) into three categories. The first category is where CLEC explicitly provides that it supersedes other laws including RISA. This is so only in the two expressly delineated areas noted above: the areas of interest and other charges under § 12-1013(a), as well as the area of disclosure under § 12-1014(c). I agree with the majority that the legislature expressly made CLEC supersede RISA provisions in these aspects of the contract.

The second category of “aspects” of a RISA/CLEC contract is where CLEC is completely silent. Here, the majority concedes that nonconflicting provisions from other statutes like RISA can be applicable. As an example, the majority notes that the nondiscrimination provision of RISA, § 12-603, which has no analogue in CLEC, is applicable regardless of a CLEC election, as long as the subject matter of the transaction came within RISA as well. I agree with the majority that CLEC silence does not supersede RISA provisions in these aspects of the contract.

The final category of “aspects” of a RISA/CLEC contract is where CLEC and RISA both deal with the same “aspect,” though not identically, and CLEC does not expressly indicate that it supersedes RISA. This is the situation with the repossession requirements at issue in the instant case. I do not believe that the statutes indicate or that the legislature intended that CLEC’s silence about where the automobiles must be stored should supersede RISA’s express provision as to where the automobiles must be stored.

For the above reasons, I believe that the comprehensive CLEC provisions regulate CLEC loans which are not also regulated by other statutes. But, where the legislature has provided that other statutes like RISA regulate the specific transaction in question, then these statutes continue to regulate the transaction even after the lender’s unilateral *220CLEC election except in the specified areas where the legislature has spelled out that CLEC supersedes other statutory provisions, i.e., disclosure, interest, and finance charge requirements.

II.

What is required for a valid CLEC election depends on the effect of that election. If, as I have indicated in Part I, the only effect of a CLEC election is to supersede RISA’s disclosure, interest, and finance charge provisions, then CLEC could be validly elected simply by including in the contract the CLEC disclosure, interest, and finance charge provisions. The majority holds, however, that a CLEC election does more — it deprives the RISA purchaser of significant RISA protections. If this is so, the CLEC election should be clearly made so as to notify the RISA purchaser that important protections granted other RISA buyers by the RISA statute are not available to this RISA buyer because of the CLEC election.

With respect to Ford’s election of governing law, all parties agree that installment sellers such as the auto dealers in these cases may “offer and extend closed end credit to a borrower” under CLEC. § 12-1002(a). This election is at the option of the credit grantor. § 12-1014(a). I do not believe that these options given to Ford by the Code allow Ford to draft a contract that is either accidentally or intentionally ambiguous, if not misleading, as to the CLEC election, if the effect of that election is to deprive a RISA buyer of other important RISA consumer protections.

According to the majority, CLEC, while providing some borrower protections, removes certain consumer protections guaranteed by RISA. For example, CLEC does not contain some of RISA’s buyer protections with respect to repossession. RISA requires the repossessor to hold a public auction when the buyer has paid at least fifty percent of the cash price of the goods and requests a public sale within fifteen days of receiving notice from the repossessor. *221§ 12-626(a). Under CLEC, the repossessor may, at its sole election and regardless of how much the buyer has paid, opt for a public or a private sale. § 12-1021(j). Also, RISA requires the repossessor to retain the goods for fifteen days in the county in which the goods were sold to the buyer or repossessed. § 12-625(a). This provision gives the buyer fifteen days in which to redeem, take possession of the goods, and resume performance without having to travel to some remote location to do so. § 12-625(b). CLEC has no such protection.

If we accept the majority’s premise that a CLEC election results in the loss of some RISA-guaranteed protections which could materially change the terms of the RISA contract to the buyer’s legal detriment, then I believe that a creditor’s election of CLEC which deprives the buyer of RISA protections must be done in a clear and unambiguous manner. If a credit grantor is able to deprive a retail installment buyer of statutory protections by electing to make the loan under CLEC, the buyer ought to be clearly informed of that election. Ford not only asserts that it alone elects whether the contract is a CLEC contract, but also contends that the only relevant issue is whether Ford made such an election, not how or even if Ford’s election was communicated to the buyer. The majority seems to agree, saying that “the efficacy of the election of CLEC is not dependent on the subjective intent or actual understanding of the debtor.” 328 Md. 188, 199, 613 A.2d 986, 992 (1992). I doubt that the legislature intended that a credit grantor may elect to deprive the borrower of protections guaranteed by RISA without clearly informing the borrower of this election.

The most obvious way for a creditor to properly elect to bring a contract under CLEC, as the majority recognizes, would be to include explicit language in the contract. 328 Md. at 199, 613 A.2d at 992. The majority holds that there is such an explicit election of CLEC in the cryptic language of paragraph G of the contract:

*222“G. General: Any change in this contract must be in writing and signed by you and the Creditor. The law of Maryland applies to this contract including Subtitle 10 of the Maryland Commercial Law Article. If the applicable law does not allow all of the agreements in this contract, the ones that are not allowed will be void. The rest of this contract will still be good.” (Emphasis added).

As the majority points out, there are three subtitle 10’s in the Commercial Law Article. Subtitle 10 of Article 11, entitled “Hulls of Vessels,” can be readily dismissed as inapplicable. Subtitle 10 of Article 14, however, is entitled “Automotive Repair Facilities” and is at least peripherally related to the automobile sales contracts in the instant case. It mystifies me how the majority could conclude that no ambiguity is created by this poorly worded reference to Subtitle 10 and further conclude that this provision constitutes an “effective express election of CLEC.” 328 Md. at 200, 613 A.2d at 992 (1992). The majority says that “there is no reason why Ford Credit would have included reference to the auto repairs subtitle in its form installment contract,” 328 Md. at 200, 613 A.2d at 992, but the issue is not whether there was a reason for Ford to identify one section or another. Rather, the issue is whether there is an ambiguity in Paragraph G, and I believe there certainly is one. The majority’s statement that “it surely would have been more precise legal drafting to include the appropriate title, in addition to the subtitle, for the reference to CLEC,” id., says far too little. If the mere reference to Subtitle 10 is intended as a CLEC election, that election is certainly ambiguous, if not actually misleading, especially when considered along with the balance of the contract. Even from its first line, the Ford contract confuses the matter and confounds the reader. The contract being construed is titled “Maryland Vehicle Retail Instalment Contract.” If the contract is meant to be governed by CLEC and not by RISA, as Ford claims, the reference to a retail installment *223contract is misleading.5 In addition, the parties to the contract are referred to as “buyer” and “seller,” RISA terms, and not the CLEC terms “consumer borrower” and “credit grantor.” Compare § 12-601 mth § 12-1001 (setting out definitions for RISA and CLEC statutes).

As Ford acknowledges, it is a canon of contract construction that ambiguities in the contract are to be construed against the drafter because that party had the better opportunity to understand and explain its meaning. King v. Bankerd, 303 Md. 98, 106, 492 A.2d 608, 612 (1985); see also Burroughs Corp. v. Chesapeake Petroleum & Supply Co., 282 Md. 406, 411, 384 A.2d 734, 737 (1978). This rule would lead to construction of the ambiguities in the contract against Ford, and thus against an election of CLEC. To counter the effect of this rule, Ford reminds us that contracts ought not to be construed so that the result is “absurd or unreasonable,” which is how it characterizes any conclusion that it failed to elect CLEC properly. In my view, however, refusal to give Ford the benefits of CLEC when it failed to make an unambiguous clear election is neither absurd nor unreasonable. In fact, it seems just the opposite. It gives the RISA buyer the benefits that I believe the legislature intended RISA buyers to have absent these rights being expressly, clearly, and lawfully abrogated by the contract.

The majority, however, goes even further and also holds that the lender can elect CLEC and thereby deprive the buyer of significant consumer protections provided by RISA without saying so in the contract, solely “by structuring the document consistently with CLEC and inconsistently with *224RISA." 328 Md. at 202, 613 A.2d at 994. This seems at odds with fundamental principles of contract law as well as fundamental notions of fairness. If, as the majority holds, the effect of a CLEC election is to supersede and decrease protections given the buyer by other statutes which would be applicable absent the CLEC election, it seems only reasonable to require that such an election with its accompanying loss of statutory protections be spelled out in a way the buyers can clearly understand. This election by inconsistent drafting also creates a great deal of unnecessary confusion since, according to the majority, in order to tell whether CLEC or RISA (or some other statute) controls, the contract must be compared to both CLEC and RISA to see which statutory scheme the contract most resembles. The instant contracts are rather ambiguous even under the majority’s analysis. They contain the CLEC required disclosures but, in addition, add disclosures similar to those required in RISA.

Ford asserts that it was merely being generous to its borrowers when it made disclosures in the contract similar to those required by RISA but not required by CLEC. Ford compares the language of certain disclosures in its contract with the language required by RISA to demonstrate that it was gratuitously disclosing more, than CLEC requires. Ford’s generosity in this regard, however, should go unrewarded. Ford wants praise for drafting a contract which, even by its title, seems to be governed by RISA, which contains cryptic language arguably implicating CLEC, and which includes several RISA-type provisions for good measure. In my opinion, this makes the contract more confusing.

These additional disclosures become even more troublesome in light of the majority’s holding that a borrower must compare the contract disclosure provisions with CLEC and RISA in order to determine whether CLEC has been elected. The majority says that

“the seller in a secured, closed end, consumer transaction elects RISA by utilizing a contract of sale that fully *225complies with RISA. A credit grantor in the same type of transaction, who fully complies with CLEC, ... but who would be in violation of RISA by failure to include the additional RISA disclosures, has rejected RISA and elected CLEC.”

328 Md. at 202, 613 A.2d at 993. Under this test, what result obtains where, as here, the creditor made disclosures to the buyer similar but not identical to those required by RISA § 12-606(c)(2), and which are not required by CLEC? By placing such heavy weight on the content of the disclosures, I fear the majority’s analysis may only further confuse the matter. Extending this analysis, in order to tell if a creditor elected CLEC, one would have to compare each provision of the contract with CLEC and also with RISA to see whether it complies more with CLEC than RISA or more with RISA than CLEC.

The majority ultimately arrives at its holding that Ford elected CLEC because it did not fully comply with RISA. It accepts Ford’s argument that by structuring the contract disclosure provisions in a manner consistent with CLEC, Ford implicitly elected CLEC. I would not permit this election by implication if the result of the election is to deprive the buyer of protections otherwise guaranteed by the legislature to RISA buyers such as Mr. Biggus and the Jacksons.

If the effect of a CLEC election is as substantial a loss of RISA consumer rights as the majority opinion indicates, then the CLEC election should be clearly spelled out in the contract. If, however, the only effect of a CLEC election is to allow the use of CLEC disclosure, interest, and finance charge provisions, then simply using CLEC disclosure, interest, and finance charge provisions in the contract could constitute a CLEC election since the contract itself fully informs the RISA buyer of the relevant aspects of the CLEC election.

For the above-stated reasons, I respectfully dissent.

*226Judge ELDRIDGE and Judge ROBERT M. BELL have authorized me to state that they join in the views expressed in this dissent.

. All references to section numbers herein are to Maryland Code (1975, 1990 Repl.Vol., 1992 Cum.Supp.), Commercial Law Article.

. A limit on RISA's coverage is that, in its present form, it applies only where the cash price of the goods is $25,000 or less. § 12-601(j).

. The majority opinion reviews some of the legislative history of the CLEC repossession provisions, which unfortunately is not very enlightening. The opinion goes on to conclude "[t]he General Assembly’s actions strongly indicate that the CLEC provisions for repossession were intended to apply to all CLEC transactions, whether retail sale or loan.’’ 328 Md. 188, 205-06, 613 A.2d 986, 995 (1992). I do not believe the General Assembly's actions strongly indicate this *216conclusion. In fact, if we carefully examine the best indication of legislative intent — the words of the statute — we discover that the CLEC provisions for repossession may not even authorize repossession for CLEC loans. In authorizing repossessions, CLEC § 12-1021(a)(l) provides that “[a] credit grantor may repossess tangible personal property securing a plan under an agreement if the consumer borrower is in default." (Emphasis added). Thus the CLEC repossession provisions are only applicable to repossession of personal property which is security for “a plan" under an agreement. The CLEC statute does not define "plan," however. "Plan" is defined in the immediately preceding subtitle of Title 12, the Credit Grantor Revolving Credit Provisions. Md.Code (1975, 1990 Repl.Vol., 1992 Cum.Supp.), Commercial Law Art., §§ 12-901 to 12-921. Section 12-901(e) defines a “plan," and states in relevant part:

"Revolving Credit Plan” or “plan” means a plan that contemplates the extension of credit under an account governed by an agreement between a credit grantor and a borrower [to make purchases and obtain loans from time to time which are charged to the borrower’s account]. (Emphasis added).

The CLEC statute's reference to “a plan” in the definitions section is very specific — a “plan" is explicitly not a CLEC transaction.

Section 12-1001(e) states:

“‘Closed end credit’ [CLEC] means the extension of credit by a credit grantor to a borrower under an arrangement or agreement which is not a revolving credit plan as defined in Subtitle 9 of this title.” (Emphasis added).

We are left with the anomaly that “a plan” is clearly not a CLEC transaction, yet the CLEC repossession provision only authorizes repossession of personal property which is “securing a plan.” Regardless of whether the CLEC repossession provisions cover other CLEC transactions, unquestionably the automobiles in the instant cases were not security for “a plan”; they were security for a RISA sale.

. Query if a contract calls for 20% attorney's fees or even reasonable attorney’s fees, is that indicative of a CLEC election under the majority’s approach?

. Ford attempts to downplay the significance of the contract’s heading, but even in its own bill of complaint and motion for summary judgment it states “Respondent purchased a motor vehicle and financed a portion of the purchase price by executing a Retail Installment Sales Contract." (Emphasis added). It was not until much later, when the buyers asserted the defense under the RISA repossession section, that Ford contended this was not a RISA contract but instead was a CLEC contract.