Sanchez v. Fitness Factory Edgewater, LLC

Annotate this Case

Plaintiff Henry Sanchez filed a class action seeking relief based on the Retail Installment Sales Act, N.J.S.A. 17:16C-1 to -61 (RISA). He contended the “initiation fee” charged in defendant Fitness Factory’s gym membership contract, among other provisions, violated RISA. The trial court dismissed Sanchez’s complaint, finding that RISA did not apply to the contract because it was a contract for services. The Appellate Division affirmed. While acknowledging that RISA applied to some services contracts, the Appellate Division found that RISA applied only to contracts that contained a financing arrangement. The New Jersey Supreme Court determined that by its own terms, RISA applied to services contracts. Further, in the statute as written, there was no requirement that a contract include a financing arrangement to be covered by RISA. Judgment was reversed and the matter remanded for further proceedings.

SYLLABUS

This syllabus is not part of the Court’s opinion. It has been prepared by the Office of the
Clerk for the convenience of the reader. It has been neither reviewed nor approved by the
Court. In the interest of brevity, portions of an opinion may not have been summarized.

Henry Sanchez v. Fitness Factory Edgewater, LLC (A-93-18) (082834)

Argued February 3, 2020 -- Decided May 28, 2020

FERNANDEZ-VINA, J., writing for the Court.

Plaintiff Henry Sanchez brings this class action seeking relief based on the Retail
Installment Sales Act, N.J.S.A. 17:16C-1 to -61 (RISA). He contends that the “initiation
fee” charged in defendant Fitness Factory’s gym membership contract, among other
provisions, violates RISA. The trial court dismissed Sanchez’s complaint, finding that
RISA did not apply to the contract because it was a contract for services. The Appellate
Division affirmed. While acknowledging that RISA applies to some services contracts,
the Appellate Division found that RISA applies only to contracts that contain a financing
arrangement. The Court considers those determinations.

In March 2013, Plaintiff Henry Sanchez joined the Fitness Factory gym in
Edgewater and signed the club’s membership contract, which provided for two
alternative payment methods. The first option was payment in full upon signing the
contract. The second was referred to as the “Electronic Funds Transfer” option, which
allowed the member to make monthly payments. Only those members who chose the
second option were required to pay an “initiation fee” of $29.99. Sanchez opted for the
funds transfer membership and paid the initiation fee. At the end of the twenty-four
months, Sanchez ended his membership without issue.

Sanchez brought a class action complaint alleging that the imposition of the
initiation fee violated RISA. The trial court dismissed the complaint in its entirety. The
court based its decision on the determination in Mellet v. Aquasid, LLC, 452 N.J. Super. 23, 28-30 (App. Div. 2017), that RISA does not apply to services contracts. Sanchez
appealed. The Appellate Division affirmed, explaining that, “to fall within RISA’s
purview, a contract for the sale of goods or services must involve financing.” Finding
that no financing arrangement was present in Fitness Factory’s membership contract, the
appellate court held that RISA did not apply. The Court granted Sanchez’s petition for
certification. 238 N.J. 497 (2019).

HELD: By its terms, RISA applies to services contracts. Further, in the statute as
written, there is no requirement that a contract include a financing arrangement to be
covered by RISA.

1
1. The Court looks to the plain language of RISA, which defines a “Retail installment
contract” as “any contract . . . between a retail seller and a retail buyer evidencing an
agreement to pay the retail purchase price of goods or services . . . in two or more
installments over a period of time” and specifies that the “term includes a security
agreement, chattel mortgage, conditional sales contract, or other similar instrument.”
N.J.S.A. 17:16C-1(b). RISA also includes its own definition of “Services,” id. at (s), and
defines “Retail seller” and “Retail buyer,” respectively, as “a person who sells or agrees
to sell goods or services under a retail installment contract . . . to a retail buyer,” id. at (c),
and “a person who buys or agrees to buy goods or services from a retail seller . . .
pursuant to a retail installment contract,” id. at (d). (pp. 8-10)

2. Whether any of those provisions preclude RISA’s application to services contracts or
require a financing charge are questions of first impression before the Court. Perez v.
Rent-A-Center, Inc., 186 N.J. 188 (2006), provides helpful guidance but does not address
those specific questions. In Mellet, the Appellate Division relied on Perez in determining
that RISA does not apply to health club membership contracts. 452 N.J. Super. at 29-30.
Applying the principles of statutory construction to the relevant RISA provisions, the
Court does not agree with the result reached by the Appellate Division here or in Mellet.
The language used by the Legislature reveals that RISA applies to contracts for services
and does not include the requirement of a financing arrangement. (pp. 10-12)

3. The definition of “retail installment contract” states that it includes “an agreement to
pay the retail purchase price of goods or services.” N.J.S.A. 17:16C-1(b) (emphasis
added). RISA also includes a definition of “services,” id. at (s), and its definitions of
both “retail seller” and “retail buyer” include sellers and buyers of services, id. at (c) to
(d). Those provisions clearly state that RISA applies to contracts for services, and the list
of examples offered in the second sentence of N.J.S.A. 17:16C-1(b) does not call for a
different result or limit the variety of services contracts to which RISA applies. The
purposes that undergird RISA and the principles of interpretation appropriate to its
remedial aims accord with the result compelled by the statute’s plain language: RISA
encompasses services contracts. (pp. 12-14)

4. And under the clear and unambiguous terms of the statute, a “retail installment
contract” need not include a financing arrangement. N.J.S.A. 17:16C-1(b) makes no
mention of a financing requirement, even though the Legislature has shown that it knows
how to require financing arrangements in other statutes. Further, N.J.S.A. 17:16C-41
regulates time-price differentials when they occur in retail installment contracts and
grants permission for a contract to include a financing arrangement. If the Court were to
read a financing requirement into the definition of a retail installment contract, N.J.S.A.
17:16C-41’s grant of authority to charge a time-price differential would be rendered
superfluous. There would be no need to grant permission in one section to do what is
mandatory under another. There is no basis in the text of RISA to impose a financing

2
requirement on retail installment contracts and, again, RISA’s purpose supports the result
compelled by the statute’s plain language. (pp. 14-19)

5. The Court rejects Fitness Factory’s contention that the only statute to regulate gym
membership contracts is the Health Club Services Act (HCSA). Some of HCSA’s
provisions overlap with those of RISA. But the distinct provisions in each act can be
applied cumulatively and, thus, in harmony. HCSA and RISA are not in conflict,
expressly or impliedly, and nothing in either statute indicates that it is to be an exclusive
remedy. (pp. 19-21)

6. The Court notes that, if its reading here does not comport with the Legislature’s
original intentions, the Legislature may address this issue in the future. And the Court
emphasizes that its decision is limited by the facts presented and the procedural posture
of this case at the motion-to-dismiss phase. The merits of this case are for the trial court
to address on remand. (pp. 21-22)

REVERSED and REMANDED.

CHIEF JUSTICE RABNER and JUSTICES LaVECCHIA, ALBIN, PATTERSON,
SOLOMON, and TIMPONE join in JUSTICE FERNANDEZ-VINA’S opinion.

3
SUPREME COURT OF NEW JERSEY
A-
93 September Term 2018
082834

Henry Sanchez, on behalf
of himself and others
similarly situated,

Plaintiff-Appellant,

Fitness Factory Edgewater, LLC,
Fitness Factory Rockaway, LLC,
The Fitness Factory Group, LLC,
and Dennis Cieri,

Defendants-Respondents.

On certification to the Superior Court,
Appellate Division .

Argued Decided
February 3, 2020 May 28, 2020

Andrew R. Wolf argued the cause for appellant (The
Wolf Law Firm, attorneys; Andrew R. Wolf, David J.
DiSabato, and Lisa R. Bouckenooghe, on the briefs).

Ronald L. Israel argued the cause for respondents (Chiesa
Shahinian & Giantomasi, attorneys; Ronald L. Israel,
Daniel D. Barnes, and Brigitte M. Gladis, on the briefs).

Garen Gazaryan, Deputy Attorney General, argued the
cause for amicus curiae New Jersey Department of
Banking and Insurance (Gurbir S. Grewal, Attorney

1
General, attorney; Melissa H. Raksa, Assistant Attorney
General, of counsel, and Garen Gazaryan, on the brief).

Esther E. Berezofsky submitted a brief on behalf of amici
curiae Consumers League of New Jersey and National
Association of Consumer Advocates (Motley Rice New
Jersey, attorneys; Esther E. Berezofsky, of counsel and
on the brief).

JUSTICE FERNANDEZ-VINA delivered the opinion of the Court.

This case requires the Court to consider the application of the Retail

Installment Sales Act, N.J.S.A. 17:16C-1 to -61 (RISA). Plaintiff Henry

Sanchez brings this class action seeking relief based on RISA. He contends

that the “initiation fee” charged in defendant Fitness Factory’s gym

membership contract, among other provisions, violates RISA.

The trial court dismissed Sanchez’s complaint, finding that RISA did not

apply to the contract because it was a contract for services. The Appellate

Division affirmed. While acknowledging that RISA applies to some services

contracts, the Appellate Division found that RISA applies only to contracts

that contain a financing arrangement. We disagree. By its terms, RISA

applies to services contracts. Further, while the Department of Banking and

Insurance (DOBI) urges us to find that there is a requirement that a contract

include a financing arrangement to be covered by RISA, no such requirement

2
is contained in the statute as written. We therefore reverse the judgment of the

Appellate Division.

In March 2013, Plaintiff Henry Sanchez joined the Fitness Factory gym

in Edgewater and signed the club’s membership contract, entitling him to

unlimited use of the Edgewater facility for twenty-four months.

The membership contract provided for two alternative payment methods.

The first option was payment in full upon signing the contract. The second

was referred to as the “Electronic Funds Transfer” option, which allowed the

member to make monthly payments of $39.99. Only those members who

chose the second option were required to pay an “initiation fee” of $29.99. At

the conclusion of the twenty-four-month term, the member had the option of

continuing membership on a month-to-month basis or terminating membership

without penalty.

Sanchez opted for the funds transfer membership and paid the initiation

fee. At the end of the twenty-four months, Sanchez ended his membership

without issue.

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B.

In September 2015, Sanchez brought a class action complaint on behalf

of himself and all those similarly situated in Morris County against Fitness

Factory Edgewater, LLC; Fitness Factory Rockaway, LLC; The Fitness

Factory Group, LLC; and Dennis Cieri (collectively, Fitness Factory). He

alleged that the imposition of the initiation fee violated RISA, allowing him to

bring claims under the Consumer Fraud Act, N.J.S.A. 56:8-1 to -211, and the

Truth-in-Consumer Contract, Warranty and Notice Act, N.J.S.A. 56:12-14

to -18.1

Fitness Factory filed a motion to dismiss, which the trial court granted in

part and denied in part. On a subsequent motion for reconsideration, the

complaint was dismissed in its entirety. The court based its decision on the

Appellate Division’s determination in Mellet v. Aquasid, LLC, 452 N.J. Super.
23, 28-30 (App. Div. 2017), that RISA does not apply to services contracts.

Sanchez appealed, and the Appellate Division affirmed.

The Appellate Division found that while RISA may “appl[y] to some

pure services contracts, coverage of the membership contract would fall

1
Initially, Sanchez also argued that Fitness Factory violated the Health Club
Services Act, allowing him to bring a claim under the Truth-in-Consumer
Contract, Warranty and Notice Act. However, after our decision in Spade v.
Select Comfort Corp., 232 N.J. 504 (2018), Sanchez conceded that he was
precluded from proceeding with those claims.
4
outside the purpose of the statute where there is no charged interest and the

membership contract itself is arguably not a true installment contract.”

(citation omitted). The Appellate Division further explained that, “to fall

within RISA’s purview, a contract for the sale of goods or services must

involve financing.” Finding that no financing arrangement was present in

Fitness Factory’s membership contract, the appellate court held that RISA did

not apply.

We granted Sanchez’s petition for certification. 238 N.J. 497 (2019).

We also granted motions by DOBI, the Consumers League of New Jersey, and

the National Association of Consumer Advocates to participate as amici

curiae.

II.

Sanchez primarily argues that, by its plain language, RISA applies to the

membership contract and nothing in the statute indicates that a financing

arrangement is required. He explains that the contract in this case is a “retail

installment contract” as defined by RISA because it is “an agreement to pay

the retail purchase price of goods or services . . . in two or more installments

over a period of time.” In the alternative, he argues that even if a financing

arrangement is required, this contract contains one. He contends that the

5
initiation fee is a financing arrangement because it is a sum of money paid

only by those who choose to pay for their memberships over time.

In response, Fitness Factory argues that RISA does not apply to its

membership contract because its contract does not result in ownership. Fitness

Factory further contends that the language and purpose of RISA indicate that,

for the statute to apply to a contract, that contract must include a financing

arrangement -- which the membership contract does not. Noting that the

Legislature has addressed issues in health club memberships through the

Health Club Services Act, N.J.S.A. 56:8-39 to -48 (HCSA), Fitness Factory

argues that HCSA is the only statute that regulates gym memberships.

Amicus curiae DOBI supports Sanchez’s argument that, given the plain

language and purpose behind the statute, RISA applies to the membership

contract, but argues that a financing arrangement is required for RISA to

apply. According to DOBI, “[i]nstallment contracts charging no interest pose

very little risk to consumers and, thus, do not require RISA’s protections.”

DOBI stresses, however, that the finance charge need not be expressly

designated as such and contends that the initiation fee in the membership

contract at issue is a financing charge by definition.

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The consumer groups also support Sanchez’s argument that RISA

applies to the membership contract because RISA’s plain language and

underlying purpose both indicate that it covers services contracts and does not

require a financing arrangement.

III.

“[I]n the interpretation of a statute our overriding goal has consistently

been to determine the Legislature’s intent.” Young v. Schering Corp., 141 N.J.
16, 25 (1995) (quoting Roig v. Kelsey, 135 N.J. 500, 515 (1994)). In doing so,

“we need delve no deeper than the act’s literal terms.” State v. Gandhi, 201 N.J. 161, 180 (2010) (quoting State v. Thomas, 166 N.J. 560, 567 (2001)). Put

another way, “[w]here a statute is clear and unambiguous on its face and

admits of only one interpretation, a court must infer the Legislature’s intent

from the statute’s plain meaning.” O’Connell v. State, 171 N.J. 484, 488

(2002). We will “neither rewrite a plainly[] written enactment of the

Legislature nor presume that the Legislature intended something other than

that expressed by way of the plain language.” Ibid. We will “strive for an

interpretation that gives effect to all of the statutory provisions and does not

render any language inoperative, superfluous, void[,] or insignificant.” G.S. v.

Dep’t of Human Servs., 157 N.J. 161, 172 (1999).

7
Our first step in interpreting a statute is to look to “the actual words of

the statute, giving them their ordinary and commonsense meaning.” State v.

Gelman, 195 N.J. 475, 482 (2008). “If the plain language leads to a clear and

unambiguous result, then the interpretive process should end, without resort to

extrinsic sources.” State v. D.A., 191 N.J. 158, 164 (2007). “Only when the

meaning of a statute is not self-evident on its face -- when it is subject to

varying plausible interpretations, or the strict application of the words will

lead to an absurd result or one at odds with public policy or an overall

statutory scheme --” is it appropriate for the Court to “turn to extrinsic sources,

such as legislative history.” Farmers Mut. Fire Ins. Co. of Salem v. N.J. Prop.-

Liab. Ins. Guar. Ass’n, 215 N.J. 522, 536 (2013).

Here, we apply those principles to determine whether RISA

encompasses services contracts or requires a finance charge.

We begin by reviewing the relevant provisions of RISA, which sets forth

notice requirements for retail installment contracts, N.J.S.A. 17:16C-24;

requires certain financial disclosures, N.J.S.A. 17:16C-27; prohibits certain

practices, N.J.S.A. 17:16C-35 to -40; and limits the interest chargeable in

connection with a sale, N.J.S.A. 17:16C-41. In any contract to which RISA

8
applies, a fee that is not expressly authorized is a violation. N.J.S.A. 17:16C-

50.

Importantly for purposes of this case, RISA provides the following

definition of “Retail installment contract”:

[A]ny contract, other than a retail charge account or an
instrument reflecting a sale pursuant thereto, entered
into in this State between a retail seller and a retail
buyer evidencing an agreement to pay the retail
purchase price of goods or services, which are primarily
for personal, family or household purposes, or any part
thereof, in two or more installments over a period of
time. This term includes a security agreement, chattel
mortgage, conditional sales contract, or other similar
instrument and any contract for the bailment or leasing
of goods by which the bailee or lessee agrees to pay as
compensation a sum substantially equivalent to or in
excess of the value of the goods, and by which it is
agreed that the bailee or lessee is bound to become, or
has the option of becoming, the owner of such goods
upon full compliance with the terms of such retail
installment contract.

[N.J.S.A. 17:16C-1(b).]

RISA also includes its own definition of “Services”:

“Services” means and includes work, labor and
services, professional and otherwise which are
primarily for personal, family or household purposes
but does not include services which are subject to the
“Home Repair Financing Act,” and insurance
premiums financing which is subject to the “Insurance
Premium Finance Company Act” . . . .

9
[N.J.S.A. 17:16C-1(s).]

RISA defines “Retail seller” and “Retail buyer”:

“Retail seller” means a person who sells or agrees to
sell goods or services under a retail installment contract
or a retail charge account to a retail buyer, and shall
include a motor vehicle installment seller.

“Retail buyer” means a person who buys or agrees to
buy goods or services from a retail seller, not for the
purpose of resale, pursuant to a retail installment
contract or a retail charge account.

[ N.J.S.A. 17:16C-1(c) to (d).]

Whether any of those provisions preclude RISA’s application to services

contracts or require a financing charge are questions of first impression before

this Court.

In Perez v. Rent-A-Center, Inc., we considered whether rent-to-own

contracts are subject to RISA and discussed at length the history of regulating

financing agreements with respect to services and goods contracts. 186 N.J.
188, 193, 202-05 (2006). We noted that, originally, only interest rates

imposed on loans of money were regulated. Id. at 202. As we explained,

however, criticism of that limited oversight led many states to adopt laws

regulating interest on the purchase of goods. Id. at 204. New Jersey did so

with the Legislature’s adoption of RISA. Id. at 205.
10
Stressing the Legislature’s protective intent in enacting RISA, we set

forth principles to guide the application of that statute:

In enacting RISA, the stated legislative purpose was
protection of the public interest through the regulation
of the charges associated with the time sale of goods.
By including conditional sales, chattel mortgages,
security interests, leases, and similar instruments
within RISA’s protective ambit, the Legislature
signaled that it intended to sweep into the Act as many
cognate agreements as possible, even those that did not
strictly fall within a denominated category. That broad
mandate, along with the well-established notion that
remedial statutes like RISA should be liberally
construed to achieve their salutary aims, require[s]
questions regarding the applicability of the statute to be
resolved in favor of consumers for whose protection
RISA was enacted.

[Id. at 209 (citation omitted).]

Although Perez provides helpful guidance, it does not address the specific

questions now before us.

In Mellet, the Appellate Division relied on Perez in considering health

club membership contracts. 452 N.J. Super. at 29-30. The Mellet court found

that “[h]ealth club members are not in the category of consumers RISA is

designed to protect, because these contracts do not involve the sale of goods.”

Id. at 30. Reasoning that “the entire premise of the installment sales contract

contemplated by RISA is possession and eventual ownership of a specified

11
good by a buyer,” id. at 28, the Appellate Division cited the examples of

covered agreements listed in the statute and stated that it “fail[ed] to see how a

health club membership agreement is similar to any of the enumerated

instruments,” id. at 30. The Appellate Division has followed Mellet in two

unpublished decisions, including the decision here.

IV.

Applying the principles of statutory construction to the relevant RISA

provisions, we cannot agree with the result reached by the Appellate Division

here or in Mellet. Our analysis in this case begins and ends with RISA’s plain

text. The language used by the Legislature provides an answer to both of the

questions we are called to consider: RISA applies to contracts for services and

does not include the requirement of a financing arrangement.

First, with respect to RISA’s application to services contracts, the

definition of “retail installment contract” states that it includes “an agreement

to pay the retail purchase price of goods or services.” N.J.S.A. 17:16C-1(b)

(emphasis added). RISA also includes a definition of “services,” N.J.S.A.

17:16C-1(s), and its definitions of both “retail seller” and “retail buyer”

include sellers and buyers of services, N.J.S.A. 17:16C-1(c) (defining a retail

seller in part as “a person who sells or agrees to sell goods or services”

12
(emphasis added)); N.J.S.A. 17:16C-1(d) (defining a retail buyer in part as “a

person who buys or agrees to buy goods or services from a retail seller”

(emphasis added)).

Those provisions clearly state that RISA applies to contracts for

services, and the list of examples offered in the second sentence of N.J.S.A.

17:16C-1(b) does not call for a different result or limit the variety of services

contracts to which RISA applies. That same sentence indicates that a retail

installment contract “includes a security agreement, chattel mortgage,

conditional sales contract, or other similar instrument.” N.J.S.A. 17:16C-1(b)

(emphasis added). The term “includes” reveals that the list of agreements

covered by the statute is not exhaustive. See New Oxford American

Dictionary 879 (3d ed. 2010) (noting that “[i]nclude has a broader meaning

than comprise” and that “including or includes implies that there is more than

what is listed”); see also Campbell v. Acuff-Rose Music, Inc., 510 U.S. 569,

577 (1994) (noting that the statute at issue used the term “including” so as “to

indicate the 'illustrative and not limitative’ function of the examples given”

(quoting 17 U.S.C. § 101)); Black’s Law Dictionary 912 (11th ed. 2019) (“The

participle including typically indicates a partial list”). The illustrative rather

than exhaustive list of examples does not erase the unqualified inclusion of

contracts pertaining to “services” in the definitions we have examined.

13
Because RISA’s plain language “leads to a clear and unambiguous

result[,] our interpretive process” ends there. See D.A., 191 N.J. at 164. We

nevertheless note that RISA’s purpose also supports the conclusion that the

membership contract is covered. In adopting RISA, “the Legislature signaled

that it intended to sweep into the Act as many cognate agreements as possible,

even those that did not strictly fall within a denominated category.” Perez, 186 N.J. at 209. In Perez, we relied on “the well-established notion that remedial

statutes like RISA should be liberally construed to achieve their salutary

aims,” which “require[s] questions regarding the applicability of the statute to

be resolved in favor of consumers for whose protection RISA was enacted.”

Ibid. Thus, RISA’s remedial nature also supports a broad interpretation that it

extends to services contracts.

In short, the purposes that undergird RISA and the principles of

interpretation appropriate to its remedial aims accord with the result compelled

by the statute’s plain language: RISA encompasses services contracts.

That plain language also provides our answer with respect to the alleged

requirement of a financing arrangement. Under the clear and unambiguous

terms of the statute, a “retail installment contract” need not include a financing

arrangement.

14
Once again, a “retail installment contract,” as relevant here, is defined as

“any contract, other than a retail charge account . . . , entered into . . . between

a retail seller and a retail buyer evidencing an agreement to pay the retail

purchase price of goods or services . . . in two or more installments over a

period of time.” N.J.S.A. 17:16C-1(b). That definition makes no mention of a

financing requirement.

In other statutes, the Legislature has shown that it knows how to require

financing arrangements. In N.J.S.A. 54:32B-8.57, a section of the Sales and

Use Tax Act, N.J.S.A. 54:32B-1 to -55, for example, the Legislature expressly

exempted from the tax imposed under that Act “[r]eceipts from a sale-

leaseback transaction,” specifying that “[a] sale-leaseback shall be considered

a financing arrangement and shall not be considered a separate sale, use, or

lease of the property.” In other words, the applicability of the exemption is

expressly tied to the status of the agreement as a financing arrangement.

Similarly, N.J.S.A. 46:10B-24(b) defines “[b]ona fide discount points,” for

purposes of the Home Ownership Security Act, N.J.S.A. 46:10B-22 to -35, as

loan discount points that are, in part, “[p]aid for the express purpose of

reducing, and which result in a reduction of, the interest rate or time -price

differential applicable to the loan.” An underlying financing agreement is thus

the sine qua non of a bona fide discount point.

15
Here, the Legislature did not expressly condition the existence of a retail

installment contract on the presence of a financing arrangement. Fitness

Factory and DOBI nevertheless ask us to read such a requirement into the

definition, arguing that the requirement would accord with the consumer -

protective policies that RISA aims to advance.

To do so, however, would not only necessitate the “rewrit[ing] [of] a

plainly[] written enactment of the Legislature,” O’Connell, 171 N.J. at 488, but

would also fly in the face of the permissive language the Legislature employed

when discussing financing arrangements in RISA.

N.J.S.A. 17:16C-41 regulates time-price differentials when they occur in

retail installment contracts. Significantly, however, it does not require such

financing arrangements. On the contrary, the statute specifies that such

arrangements can be made part of the agreement:

A retail seller . . . , under the provisions of this act, shall
have authority to charge, contract for, receive or collect
a time price differential as defined in this act, on any
retail installment contract evidencing the sale of goods
or services in an amount or amounts as agreed to by the
retail seller . . . and the buyer . . . .

[ N.J.S.A. 17:16C-41 (emphasis added).]

The statute grants permission for a contract to include a financing arrangement

-- it does not mandate.

16
Were we to read a financing requirement into the definition of a retail

installment contract, N.J.S.A. 17:16C-1(b), we would render N.J.S.A. 17:16C-

41’s grant of authority to charge a time-price differential superfluous, contrary

to settled principles of statutory interpretation. See G.S., 157 N.J. at 172.

There would be no need to grant permission in one section to do what is

mandatory under another.

An examination of the corollary provisions that define retail charge

accounts and govern the imposition of time-price differentials on such

accounts illustrates the point. Within the definition of a “[r]etail charge

account,” the Legislature permits, but does not require financing:

“Retail charge account” means any account, other than
a retail installment contract or a home repair contract
. . . established by an agreement which prescribes the
terms under which a retail buyer may from time to time
purchase or lease goods or services which are primarily
for personal, family or household purposes, and under
which the unpaid balance thereunder, whenever
incurred, is payable in one or more installments and
under which a time price differential may be added in
each billing period as provided herein.

[ N.J.S.A. 17:16C-1(r) (emphasis added).]

That definition provides a clear contrast between the requirement that the

balance be payable in installments and the possibility that interest be charged.

N.J.S.A. 17:16C-44.1, which regulates time-price differentials when they

17
occur in retail charge accounts, echoes that permissive language:

“Notwithstanding any other law to the contrary, a retail seller, sales finance

company, banking institution or other holder may charge, receive and collect a

time price differential in each billing period on obligations incurred pursuant

to any retail charge account . . . .” N.J.S.A. 17:16C-44.1 (emphasis added).

The definitional and price-differential provisions devoted to retail charge

accounts are in harmony, not in the tension Fitness Factory and DOBI invite us

to introduce here between the parallel provisions applicable to retail

installment contracts. We find no basis in the text of RISA to impose a

financing requirement on retail installment contracts.

And again, RISA’s purpose supports the result compelled by the

statute’s plain language. That purpose is “to protect consumers from

overreaching by others, to protect consumers from overextending their own

resources[,] and also to promote the availability of financing to purchase

various goods and services.” Perez, 186 N.J. at 205 (quoting Girard

Acceptance Corp. v. Wallace, 76 N.J. 434, 439 (1978)). To accomplish those

aims, RISA not only regulates financing arrangements, but also places other

limits on retail installment contracts including prohibiting acceleration clauses,

N.J.S.A. 17:16C-35, and other fees, N.J.S.A. 17:16C-50. Additionally, it

includes provisions to make contracts more readily understandable by

18
potentially unsophisticated purchasers. See, e.g., N.J.S.A. 17:16C-27 (listing

specific items that must be set forth in a retail installment contract). Those

provisions support the proposition that RISA serves more than one specific

goal and should not be construed so narrowly. RISA prevents not only unfair

financing arrangements, but also provides broad protections for consumers.2

Based on the language chosen by the Legislature in RISA, we find no

requirement that retail installment contracts include financing arrangements.

Last, we also reject Fitness Factory’s contention that the only statute to

regulate gym membership contracts is HCSA. It is a long-recognized principle

of statutory interpretation that “[t]he Legislature is presumed to be familiar

with its own enactments, with judicial declarations relating to them, and to

have passed or preserved cognate laws with the intention that they be

construed to serve a useful and consistent purpose.” State v. Federanko, 26 N.J. 119, 129 (1958); see also Jacobs v. State Highway Auth., 54 N.J. 393, 401

(1969) (“[W]hen cognate laws are passed, a presumption of at least equal force

is present that they were intended to become part of a consistent whole unless

2
For that reason, even if all of the examples listed in the second sentence of
N.J.S.A. 17:16C-1(b)’s definition of “retail installment contract” do contain
financing agreements -- a proposition we do not rule on in the abstract -- the
list would still not compel reading a financing requirement into services-based
retail installment contracts.
19
they or parts of them are expressly or impliedly incompatible.”). Therefore,

“when construction involves the interplay of two or more statutes, we seek to

harmonize the two.” State in Interest of J.S., 202 N.J. 465, 480 (2010).

Some of HCSA’s provisions overlap with those of RISA. For example,

both statutes require that a contract be in writing. See N.J.S.A. 56:8-42(a)

(HCSA); N.J.S.A. 17:16C-21 (RISA). Other provisions are distinct, with

HCSA including requirements specific to health clubs. See, e.g., N.J.S.A.

56:8-44 (“A health club may not charge and accept a down payment exceeding

25% of the total contract price prior to opening the health club facility.”). But

such distinct provisions do not conflict with provisions in the other legislative

act; rather, the distinct provisions in each act can be applied cumulatively and,

thus, in harmony.

HCSA and RISA are not in conflict, expressly or impliedly, and nothing

in either statute indicates that it is to be an exclusive remedy. Indeed, the

Legislature opted to explicitly exclude from RISA’s definition of “services”

two areas regulated by other statutes but did not similarly exclude health club

contracts from RISA’s reach. See N.J.S.A. 17:16C-1(s) (“'Services’ means

and includes work, labor and services, professional and otherwise which are

primarily for personal, family or household purposes but does not include

services which are subject to the 'Home Repair Financing Act,’ and insurance

20
premiums financing which is subject to the 'Insurance Premium Finance

Company Act.’” (emphasis added) (citation omitted)). As such, we find that

the Legislature intended that both statutes may apply to the same contract.

The Legislature may determine that our reading today does not comport

with its original intentions. If it so chooses, the Legislature may address this

issue in the future. For now, we are left to fulfill our role of interpreting the

text before us. We find that the plain text of RISA indicates that it applies to

services contracts without financing arrangements, including Fitness Factory’s

membership contract.

We emphasize that our decision is limited by the facts presented to us

and the procedural posture of this case at the motion-to-dismiss phase. The

merits of this case are for the trial court to address on remand. Our holding is

limited to stating that RISA applies to services contracts, and that the

definition of “retail installment contract” does not require that a contract

contain a financing arrangement. Our decision is based solely on the language

presented to us in RISA. We leave the policy-based arguments made by DOBI

to be considered by the Legislature, which may amend RISA if it so chooses.

21
VI.

The judgment of the Appellate Division is reversed. We remand for

further proceedings consistent with this opinion.

CHIEF JUSTICE RABNER and JUSTICES LaVECCHIA, ALBIN,
PATTERSON, SOLOMON, and TIMPONE join in JUSTICE FERNANDEZ-
VINA’S opinion.

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