Full Opinion

NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION This opinion shall not "constitute precedent or be binding upon any court ."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-4010-24 CHERYL L. BATCHER, ADMINISTRATOR OF THE ESTATE OF JOHN JOSEPH BATCHER, DECEASED, and CALVIN FEUSTEL, Plaintiffs-Appellants, v. GAVEN AUTO SALES, LLC, BRENDAN J. GAVEN, and BRIAN J. GAVEN, Defendants-Respondents. __________________________ Submitted September 23, 2026 – Decided October 29, 2026 Before Judges Marczyk and Puglisi. On appeal from the Superior Court of New Jersey, Law Division, Morris County, Docket No. L-0861-25. The Dann Law Firm, PC, attorneys for appellants (Javier L. Merino and Andrew R. Wolf, on the briefs). Fox Rothschild LLP, attorneys for respondents (Timothy J. Broking, of counsel and on the brief; Jenna M. Leanza, on the brief). PER CURIAM Plaintiffs Cheryl L. Batcher, Administrator of the Estate of John Joseph Batcher, and Calvin Feustel appeal from a July 3, 2025 Law Division order compelling arbitration and dismissing the complaint against defendants Gaven Auto Sales, LLC, Brendan J. Gaven, and Brian J. Gaven. We affirm. I. Defendants operate a car dealership in New Jersey. According to plaintiffs' complaint, they purchased a preowned vehicle from defendants based on their representation it would pass motor vehicle inspection in Pennsylvania, where plaintiffs reside. In effectuating the sale, both parties signed a Retail Installment Contract and Security Agreement (the Contract), which contained an arbitration provision. The Contract's arbitration provision permitted either party to elect to arbitrate any claim arising from or related to: the credit application; purchase of the vehicle; condition of the vehicle; the Contract; insurance, maintenance, service, or other contract; or any related transaction, occurrence, or relationship. The party electing arbitration could choose to arbitrate with and under the rules A-4010-24 2 of the American Arbitration Association (AAA), Judicial Arbitration and Mediation Services, Inc., or National Arbitration and Mediation. The Contract also contained a section entitled Rejection of Arbitration, permitting the purchaser to reject the arbitration provision by checking a box. Plaintiffs did not check the box. The parties signed a separate document entitled Arbitration Clause Addendum to Retail Installment Contract and Security Agreement (the Addendum), which provided either party could elect to arbitrate any controversy, claim, or disagreement, arising from or relating to the Contract; the negotiation or breach of the Contract, or the [v]ehicle's sale, purchase, lease, or financing involving any buyer, co-signer, guarantor, seller, Automotive Credit Corporation or any assignee, agent, employee, surety, bonding company, or insurer of any of these persons or entities. "Dispute" includes any claim that a matter is not subject to arbitration. The Addendum provided arbitration would be conducted by the AAA or, with defendants' approval, by another arbitration organization. The Addendum also contained a supersession provision, explaining it "supersede[d] any other arbitration document [plaintiffs] may have signed along with the Contract." Both the Contract and the Addendum allocated fee and payment responsibilities, A-4010-24 3 albeit differently, 1 and provided the Federal Arbitration Act (FAA), 9 U.S.C. §§ 1-16, governed. The parties also signed a document entitled Buyer's Order, which provided if the parties entered into a retail installment contract, the terms of that contract controlled any inconsistencies between the two documents. The Buyer's Order also contained a box next to the sentence: "A separate Arbitration Agreement is a part of this Contract." Neither party checked off the box. After plaintiffs took ownership of the vehicle, it failed inspection "due to a host of issues, including an improper computer adapter, two holes on the floor, a rusted left rocker panel, dry rotted tires, and the emergency brake being disconnected." Despite attempts to amicably resolve the matter, the parties were unable to do so. Plaintiffs filed a complaint alleging violations of the Used Car Lemon Law, N.J.S.A. 56:8-67 to -80; and the Consumer Fraud Act, N.J.S.A. 56:8-1 to -233. Defendants moved to compel arbitration and dismiss the complaint, relying on a certification of counsel annexing the Contract. Plaintiffs' 1 The Contract provided defendants would advance plaintiffs' filing and arbitration fee up to $2,500. The Addendum obligated plaintiffs to pay the arbitration filing fee up to the amount required to file a small claims complaint; defendants to pay the remainder, up to $1,500; and plaintiffs to pay any amount over $1,500. It also required defendants to pay the arbitrator's fee. A-4010-24 4 opposition attached the Addendum and Buyer's Order, contending the conflicting arbitration provisions precluded mutual assent to arbitrate. Defendants' reply did not address the Addendum's supersession clause. Instead, for the first time during argument, defense counsel contended the supersession clause resolved any inconsistencies between the agreements. When plaintiffs' counsel objected to the belated argument, the court provided plaintiffs the opportunity to respond. In their sur-reply, plaintiffs objected to the belated argument, contended the supersession clause did not cure the lack of mutual assent, and argued there was additional ambiguity because the supersession clause conflicted with the Contract's merger clause. Plaintiffs also claimed the complaint was outside the scope of arbitrable disputes. The court granted defendants' motion in an order accompanied by a written statement of reasons in which it examined the three documents. The court first addressed the Buyer's Order. Although it contained an unchecked box next to the line indicating a separate arbitration agreement was a part of the contract, the Buyer's Order also stated, in the event the parties entered a retail installment contract, that contract would control any inconsistencies between the Buyer's Order and the Contract. Thus, the court found it "clear that the [Contract] controls in the event of any inconsistency." A-4010-24 5 The court then examined the Contract's arbitration provision and determined plaintiffs' complaint fell under the definition of claim, because it "clearly relate[d] to the purchase and condition of the automobile they purchased." The court also noted plaintiffs did not check the box indicating they rejected arbitration. The court rejected plaintiffs' argument there was lack of assent based on the conflict between the terms of the Contract and the Addendum. The court found the Arbitration Clause's supersession provision clearly stated it "supersede[d] any other arbitration document [plaintiffs] may have signed along with the Contract," which resolved any conflicts between the documents. The court also noted plaintiffs declined to exercise their right to opt out of arbitration. The court was unpersuaded by plaintiffs' reliance on NAACP of Camden County East v. Foulke Management Corp., 421 N.J. Super. 404 (App. Div. 2011), finding it factually inapposite from the circumstances before th[e] court. In [NAACP], there were three documents containing conflicting arbitration provisions, and two of those documents contained provisions stating that each would take precedence over the others in the event of a conflict. Id. at 414-15. Accordingly, a reasonable person would not know which document prevailed in applying conflicting arbitration provisions. Here, only A-4010-24 6 two documents contain arbitration provisions (the [Contract] and the Addendum thereto), and, in the event of a conflict regarding the arbitration provisions therein, it is clear and indisputable that the Addendum is the document that controls. See Addendum (stating "[t]his Arbitration Clause supersedes any other arbitration document you may have signed along with the Contract"). In sum, the court found "the agreements, as a whole, and the Addendum, in particular, confirm[ed] the parties' intent to arbitrate and their mutual assent to the terms of arbitration, as set forth in the Addendum." Therefore, the court granted defendants' motion to compel arbitration and dismissed the complaint without prejudice. In their points of error on appeal, plaintiffs reprise their arguments raised before the trial court: the "multiple, inconsistent arbitration provisions . . . preclude mutual assent"; and the supersession clause did not cure the lack of clarity and mutual assent. II. "We apply a de novo standard of review when determining the enforceability of contracts, including arbitration agreements." Goffe v. Foulke Mgmt. Corp., 238 N.J. 191, 207 (2019). "We review de novo the trial court's judgment dismissing the complaint and compelling arbitration." Flanzman v. Jenny Craig, Inc., 244 N.J. 119, 131 (2020). A-4010-24 7 "[T]he validity of an arbitration agreement presents a question of law." Ogunyemi v. Garden State Med. Ctr., 478 N.J. Super. 310, 315 (App. Div. 2024). "We owe no special deference to the trial court's interpretation of an arbitration provision, which we view 'with fresh eyes.'" Ibid. (quoting Morgan v. Sanford Brown Inst., 225 N.J. 289, 303 (2016)). In reviewing an order denying or compelling arbitration, "we are mindful of the strong preference to enforce arbitration agreements, both at the state and federal level." Hirsch v. Amper Fin. Servs., LLC, 215 N.J. 174, 186 (2013). "[A]rbitration is fundamentally a matter of contract," and should be regulated according to general contract principles. Antonucci v. Curvature Newco, Inc., 470 N.J. Super. 553, 561 (App. Div. 2022) (citing Rent-A-Center, W., Inc. v. Jackson, 561 U.S. 63, 67 (2010)). "[A] court must hold a party to its arbitration contract just as the court would to any other kind." Berkelhammer v. ADP TotalSource Grp., Inc., 74 F.4th 115, 118 (3d Cir. 2023) (quoting Morgan v. Sundance, Inc., 596 U.S. 411, 418 (2022)). Courts must compel arbitration if: "(1) there is an agreement to arbitrate[;] and (2) the dispute at issue falls within the scope of that agreement." Century Indem. Co. v. Certain Underwriters at Lloyd's, London, 584 F.3d 513, A-4010-24 8 523 (3d Cir. 2009); accord Wollen v. Gulf Stream Restoration & Cleaning, LLC, 468 N.J. Super. 483, 497 (App. Div. 2021). A court must first apply "state contract-law principles . . . [to determine] whether a valid agreement to arbitrate exists." Hojnowski v. Vans Skate Park, 187 N.J. 323, 342 (2006). "[A] party must agree to submit to arbitration." Hirsch, 215 N.J. at 187 (citing Guidotti v. Legal Helpers Debt Resol., L.L.C., 716 F.3d 764, 771 (3d Cir. 2013) (explaining "a judicial mandate to arbitrate must be predicated upon the parties' consent")). Under our State's defined contract-law principles, a valid and enforceable agreement requires: (1) consideration; (2) a meeting of the minds based on a common understanding of the contract terms; and (3) unambiguous assent. See Atalese v. U.S. Legal Servs. Grp., L.P., 219 N.J. 430, 442-45 (2014). "An arbitration provision is not enforceable unless the consumer has reasonable notice of its existence." Wollen, 468 N.J. Super. at 498 (citing Hoffman v. Supplements Togo Mgmt., LLC, 419 N.J. Super. 596, 609 (App. Div. 2011)). "When a party enters into a signed, written contract, that party is presumed to understand and assent to its terms, unless fraudulent conduct is suspected." Stelluti v. Casapenn Enters., LLC, 203 N.J. 286, 305 (2010) (citing Rudbart v. N. Jersey Dist. Water Supply Comm'n, 127 N.J. 344, 353 (1992)). A-4010-24 9 Having reviewed the record in light of these standards, we affirm substantially for the reasons articulated by the trial court in its written decision. Plaintiffs are presumed to have read and understood the documents they signed. The Buyer's Order, by its own terms, resolved any inconsistencies with the Contract in favor of the terms in the Contract. The Addendum, in turn, provided it superseded any other arbitration document and therefore the Addendum controls. We are unpersuaded NAACP dictates the outcome here. In that case, the "murky and conflicting" provisions contained in three agreements were further confused by the inclusion of a supersession clause in two of them. NAACP, 421 N.J. Super. at 432, 434. Thus, the buyer could not have known which supersession clause governed. Plaintiffs' reliance on Walker v. Route 18 Auto Group, LLC, 484 N.J. Super. 176 (App. Div. 2025), and Rockel v. Cherry Hill Dodge, 368 N.J. Super. 577 (App. Div. 2004), is also misplaced because the conflicting agreements in those cases did not contain a supersession clause. See Walker, 484 N.J. Super. at 185-86; Rockel, 368 N.J. Super. at 581-83. A-4010-24 10 Here, there is a single unambiguous supersession clause contained in the Addendum, which governs the terms of arbitration. 2 The Addendum's broad definition of "dispute" encompasses the claims set forth in plaintiffs' complaint , and even if there were any question, "'dispute' includes any claim that a matter is not subject to arbitration." Affirmed. 2 While plaintiffs also claim error in defendants' belated reliance on the supersession clause, we are satisfied the trial court provided plaintiffs a fair opportunity to address the issue. A-4010-24 11