On appeal from the Superior Court of New Jersey, Chancery Division, Somerset County, SOM-C-12038-01.
Before Judges Pressler, Ciancia and Parker.
The opinion of the court was delivered by: Ciancia, J.A.D.
Plaintiff Robert Shoremount filed a minority shareholder action against defendants APS Corporation and Daniel Jacquish in the Chancery Division, Somerset County. It was subsequently dismissed without prejudice upon the agreement of the parties that the matter would be arbitrated. The arbitration was conducted before retired Superior Court Judge William A. Dreier. The dispute was settled. The settlement agreement and an Arbitration Award/Order Confirming Settlement were entered as a final judgment in the Chancery Division.
The settlement agreement required defendants to make certain payments to plaintiff. The agreement was allegedly breached by defendants in that payments were not being made, and payments that were made were in the wrong amounts. Defendants claimed entitlement to certain setoffs which allegedly were outside of and survived the settlement agreement.
Plaintiff moved in the Chancery Division to compel payments pursuant to the agreement. Judge Roger F. Mahon ultimately issued an oral decision in plaintiff's favor, accompanied by an order compelling specific payments to plaintiff. Judge Mahon's rationale was that the arbitration was intended to cover all disputes between the parties and any setoffs that might not have been raised by defendants should have been raised. He concluded that the entire controversy doctrine prevented defendants from now attempting to establish setoff rights to the settlement payments. Defendants' motion for reconsideration was subsequently granted, adjusting the details of payment.
Defendants appeal contending that the setoff claims were not barred by the arbitration or the entire controversy doctrine. We find no merit to these contentions and affirm, without a full opinion, substantially for the reasons set forth by Judge Mahon in his oral decision. R. 2:11-3(e)(1)(A), (E). We add only the following comments.
There is sufficient credible evidence in the record to support Judge Mahon's finding that the arbitration was intended by the parties to address the entire relationship between plaintiff and defendants. That relationship was formed by three documents, a purchase agreement, a stockholders' agreement, and an employment agreement. Defendants' contentions notwithstanding, Judge Mahon found that the arbitration settled any and all disputes between the parties. Indeed, the settlement agreement reads in part:
This Agreement is intended to resolve all disputes between the parties that were brought in a certain arbitration between the parties, and any and all other disputes that have arisen between the parties as a result of one or more of the following agreements:
1. an Asset Purchase Agreement dated as of July l, 1998
2. a Stockholders' Agreement dated as of July l, 1998
3. an Employment Agreement between Mr. Shoremount and APS Corporation dated as of July l, 1998.
This Settlement constitutes a release of all of the claims asserted by either party against the other in either the pending litigation or the arbitration.
It also appears that many of the setoff claims now advanced by defendants were raised in arbitration in one manner or another. Judge Mahon did not specifically address each individual setoff claim to see whether or to what degree it was discussed during arbitration. He was satisfied that under the entire controversy doctrine all claims defendants had against plaintiff should ...