Heritage Limited - Do I have an contract/agreement? Dealership and I disagree.

[603BB]

Hi all,

Wondering if you could tell me if I have a contract/agreement or not to purchase a Heritage Limited? If so, how should I approach this or what steps should I take?

Background: I was fully aware that the Heritage Limited would be from dealer stock and not an order (hold that thought). The only thing we and dealerships were unsure of was whether we could customize the vehicle ahead of delivery. So anyways, last October I called around to dealerships inquiring about their Heritage Limited allocation availability and if they were spoken for. Most dealers either said to call back or it was spoken for or it wasn’t spoken for but expect an ADM.

However, one dealership said it was not spoken for and they offered to sell at MSRP (no mention of an ADM). We got a signed Purchase & Sale agreement (or so we thought) reserving the vehicle for us. Since they didn’t have the vehicle in stock, VIN or final pricing info they did not put the final price on the P&S. But they quoted in a text to us the price from the Build and Price website with our custom build price. And they sent us a photo of that price with the Heritage Limited and all the options we selected in the photo. We agreed and my wife sent in a copy her driver’s license as they requested. We also inquired about a down payment and they said they were not taking any.

Fast forward to early last week. I get a text from our sales rep ahead of the order bank opening up to talk about our build wants. Again, no mention of the ADM. Then this past Friday (31 Mar), the sales rep text saying he needs me to call. When I’m finally able to, he tells me that this vehicle is coming from dealer stock, and as such they can’t sell it at MSRP but need to charge a ADM. The sales rep said his “manager has been calling around to other dealers and they are charging a hefty ADM” (paraphrase). But he will look at selling it with a reasonable ADM to come in under other dealers. But the dealer won’t even agree to any price now. They want us to come into the dealership when it arrives then we can discuss.

We reminded them we have a P&S and agreed price. There response is that was not a P&S but just an “order verification.” And then they took the original P&S, crossed out the October date and entered “March 27, 2023” and sent us a new photo copy of that.

I think we had a “contract." Regardless of how they came about getting the vehicle (whether this was dealer stock or an order), the dealership still sets their price on a vehicle they are selling. After an agreement, dealer stock or customer order should not matter. I think now they realized this is from their stock, not a customer order and they don't like the deal they made.

So my questions:

1. If they were only reserving it for us ("order verification" as they call it) and waiting to negotiate a price later, then why did they sign what is clearly a P&S (contract) and not also tell us about the ADM?

2. They clearly are now telling me it is dealer stock and as such can change the price they selling it at. If we had an agreement on a make/model, what does it matter how they came about getting the vehicle?

3. If this is dealer stock (we know it is), then why are they calling the P&S an "order verification" when it states it is a contract?

4. Why change the date on the P&S to match when the "Order window" opened? They made an excuse about the order bank opening up and they needed a new “paper” with this date to match that. Whatever they are calling this document it was executed in Oct 2022, that date has been scribbled out and changed.

5. This was signed by a "Field Manager." Where on the hierarchy of managers is this one and should he have known this was "dealer stock" and not a customer order?

Today they reached out asking “what we thinking?” We responded that since they won’t agree to pricing and we say we have a contract – we said let us know when it arrives. Then we will talk. Sales rep still talking like he will try and get us in it with a low ADM.

So anyone have any thoughts on how to proceed when we seem to have all the elements of an agreement as known at that time? How can I enforce this if I do indeed have a contract/agreement?

Thank in advance.

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[BlueBronco]

I"m no lawyer and don't pretend to be one, but, is your "contract" for the build/order they are receiving? I would argue it is not and the vehicles are different.

Take it to a lawyer to see if you have a case and get an estimate on attorney fees to fight it. Find out how much of an adm the dealer is going to charge and make a business decision.

 

[603BB]

I"m no lawyer and don't pretend to be one, but, is your "contract" for the build/order they are receiving? I would argue it is not and the vehicles are different.

Take it to a lawyer to see if you have a case and get an estimate on attorney fees to fight it. Find out how much of an adm the dealer is going to charge and make a business decision.

Thank you. Not sure I know what you mean by the "build/order they are receiving?" It was understood that it was their Heritage Limited. Now they may not have known that it was going to be from their dealer stock and thought I was ordering it. But I was clear that I referenced their stock allocation but maybe they thought it was a build. The P&S says "Factory Order" in the "Vehicle ID NO" block - but as I said, no one knew if I got to customize it or they did on my behalf. But is their fault for not knowing how they were getting it.

Your right, it is a business decision - of course they won't talk numbers now - I have to come in to dealership. Just not sure a lawyer is worth it.

 

[BlueBronco]

Thank you. Not sure I know what you mean by the "build/order they are receiving?"

My point was that you built a HE-L to your desired spec and that is what your contract is for. And since Ford doesn't take input from dealers regarding the HE-L it is highly unlikely the one they receive will match the one you ordered. Thus the HE-L the dealer receives is not the one you ordered and you have no claim. But again, no lawyer here.

 

[350vudu]

The dealer played you plain and simple. The chances that you are able purchase that car from them without paying ADM is very low. If you are dead set on not paying any ADM you are most likely going to be walking away from that car.

 

[1975U15]

A signed purchase and sales agreement?? Signed by whom? Dealer? Or you? Or both?

 

[603BB]

My point was that you built a HE-L to your desired spec and that is what your contract is for. And since Ford doesn't take input from dealers regarding the HE-L it is highly unlikely the one they receive will match the one you ordered. Thus the HE-L the dealer receives is not the one you ordered and you have no claim. But again, no lawyer here.

Thanks. Interesting view that I hadn't considered Fine print on the back does talk to "manufacturer reserves right to change......." a lot of things. So I would think that might work in my favor. As I mentioned weren't sure who could customize it. Regardless, I think the intent was that we both agreed I would be getting thier HE-L allocation.

But maybe "350vudu" is correct and we were played. But then why not just cut ties with us and sell it off their lot. They didn't balk today when we mentioed we still had a contract.

 

[603BB]

A signed purchase and sales agreement?? Signed by whom? Dealer? Or you? Or both?

Given this was virtual, it was signed by their "Field Manager" but not by us. But all our information was on it and we submitted a driver license and agreed via text just like they listed the price via the text and photo.
I would think the P&S and texts are binding. But maybe not.

 

[JohnnyBronco]

Hi all,

Wondering if you could tell me if I have a contract/agreement or not to purchase a Heritage Limited? If so, how should I approach this or what steps should I take?

Background: I was fully aware that the Heritage Limited would be from dealer stock and not an order (hold that thought). The only thing we and dealerships were unsure of was whether we could customize the vehicle ahead of delivery. So anyways, last October I called around to dealerships inquiring about their Heritage Limited allocation availability and if they were spoken for. Most dealers either said to call back or it was spoken for or it wasn’t spoken for but expect an ADM.

However, one dealership said it was not spoken for and they offered to sell at MSRP (no mention of an ADM). We got a signed Purchase & Sale agreement (or so we thought) reserving the vehicle for us. Since they didn’t have the vehicle in stock, VIN or final pricing info they did not put the final price on the P&S. But they quoted in a text to us the price from the Build and Price website with our custom build price. And they sent us a photo of that price with the Heritage Limited and all the options we selected in the photo. We agreed and my wife sent in a copy her driver’s license as they requested. We also inquired about a down payment and they said they were not taking any.

Fast forward to early last week. I get a text from our sales rep ahead of the order bank opening up to talk about our build wants. Again, no mention of the ADM. Then this past Friday (31 Mar), the sales rep text saying he needs me to call. When I’m finally able to, he tells me that this vehicle is coming from dealer stock, and as such they can’t sell it at MSRP but need to charge a ADM. The sales rep said his “manager has been calling around to other dealers and they are charging a hefty ADM” (paraphrase). But he will look at selling it with a reasonable ADM to come in under other dealers. But the dealer won’t even agree to any price now. They want us to come into the dealership when it arrives then we can discuss.

We reminded them we have a P&S and agreed price. There response is that was not a P&S but just an “order verification.” And then they took the original P&S, crossed out the October date and entered “March 27, 2023” and sent us a new photo copy of that.

I think we had a “contract." Regardless of how they came about getting the vehicle (whether this was dealer stock or an order), the dealership still sets their price on a vehicle they are selling. After an agreement, dealer stock or customer order should not matter. I think now they realized this is from their stock, not a customer order and they don't like the deal they made.

So my questions:

1. If they were only reserving it for us ("order verification" as they call it) and waiting to negotiate a price later, then why did they sign what is clearly a P&S (contract) and not also tell us about the ADM?

2. They clearly are now telling me it is dealer stock and as such can change the price they selling it at. If we had an agreement on a make/model, what does it matter how they came about getting the vehicle?

3. If this is dealer stock (we know it is), then why are they calling the P&S an "order verification" when it states it is a contract?

4. Why change the date on the P&S to match when the "Order window" opened? They made an excuse about the order bank opening up and they needed a new “paper” with this date to match that. Whatever they are calling this document it was executed in Oct 2022, that date has been scribbled out and changed.

5. This was signed by a "Field Manager." Where on the hierarchy of managers is this one and should he have known this was "dealer stock" and not a customer order?

Today they reached out asking “what we thinking?” We responded that since they won’t agree to pricing and we say we have a contract – we said let us know when it arrives. Then we will talk. Sales rep still talking like he will try and get us in it with a low ADM.

So anyone have any thoughts on how to proceed when we seem to have all the elements of an agreement as known at that time? How can I enforce this if I do indeed have a contract/agreement?

Thank in advance.

1. Does the paper you have say P&S or did you all just sign off on the build sheet? If the form is not equivalent to exactly what would be filled out at delivery then + them

2. They can and do charge ADM on special orders as well as stock. Just search this forum. + them. The fact that they did not accept even a nominal $500 good faith deposit would have been first red flag.....unless you were a long time multi vehicle customer of theirs, which you are not.

3. As stated your build may not be identical to the unit arriving. There are only so many of these available and my thought was they were all spoken for the day they were announced as being able to order. Like the 2021 FE could not be reserved by normal people on 6/21/20 or whatever first reserve day was

4. Prices increase and possibly (I am not going to look but you can) price when built can be higher than price when they order (with no locked in price protection since no money changed hands) and that higher than your build sheet

5. I don't see where the technical difference is between a custom order and dealer stock. It is not like they can get any additional of this model as it is highly restricted by allocation fir the model first and then their overall allotment. This might be the only HE-L they could ever get other than buying on the open market.

 

[JeffL]

you have a P&S with no price and then a text of a picture showing price. I'd think you are SOL and the dealer will charge what they want if you don't pay someone else will.

 

[603BB]

I am very well aware that if I and the dealership don't reach an agreement on price then someone else will buy the vehicle. That is not the advice that I was asking for. Thank you.

So now back to the discussion. Good points made. So for future reference for people seeing this, these vehicles are taking a long time for delivery in many cases. How is someone to get a price lock on a P&S if the price isn't known in the future and Ford has periodic price increases? I would like to know where I could have made this more ironclad. Since, all we had (both dealer/myself) was the Build & Price worksheet but no idea when delivery would happen, how could we agree on a price? The longer the wait, price increase could have happened thus either cutting into the wallets of the dealership or myself.

Obviously, I thought the signed P&S and their text and photo of the price constituted a contract/agreement to purchase the vehicle at that price adjusted for any Ford price increases.

 

[BubbaBronc]

What was the outcome of this debacle?

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