On appeal from the Superior Court of New Jersey, Chancery Division, General Equity Part, Bergen County, Docket No. C-161-04.
NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION
Before Judges Wefing, Yannotti and Messano.
We consolidate these appeals for the purposes of this single opinion. In A-3790-05, plaintiff Janet Krajewski appeals from the February 21, 2006, order that 1) denied her motion to enforce a settlement agreement previously entered, or, alternatively to vacate the dismissal of the litigation and reinstate the matter for trial, and 2) granted defendants' motion to enforce the settlement. We have carefully considered plaintiff's contentions in light of the record and applicable legal standards. We reverse and remand the matter for further proceedings consistent with this opinion. As a result, the appeal of defendants Nicola Urgo, improperly pled as Nicholas Urgo, Angelo Giacchi, and Anjen Development L.L.C.'s (collectively "Anjen") in A-5747-05, which sought our review of the judge's stay of his February 21, 2006, order, is moot and hereby dismissed.
The litigation has its genesis in a real estate transaction involving property located at 84 Cooper Avenue in Long Branch (the "Property"). Plaintiff's verified complaint alleged that she had advanced monies to Anjen, and its two members, Urgo and Giacchi, in return for a forty percent equity interest in a joint venture to be formed amongst them for the purchase and development of the Property. Plaintiff alleged that the owner of the Property, NPH Enterprises Inc. (NPH), entered into an agreement of sale with Anjen, but subsequently filed suit alleging Anjen had breached the agreement in failing to secure mortgage financing in accordance with the sales contract. During discovery, plaintiff indicated that she would provide the joint venture with sufficient monies to close the purchase without the need for mortgage financing.
That lawsuit eventually settled and Anjen's rights to purchase the property were preserved. However, plaintiff alleged that despite their earlier representations, Urgo and Giacchi, unilaterally reduced her equity interest in the venture to twenty percent and failed to provide her with any information regarding the purchase and development of the Property. She commenced suit against Anjen and NPH and in her complaint alleged various causes of action seeking injunctive and equitable relief.
Anjen filed its answer denying plaintiff's allegations and asserting plaintiff had breached her promise to fund the acquisition of the Property. In its counterclaim, Anjen contended plaintiff had committed fraud by refusing to provide the necessary acquisition monies.
While this litigation was pending, and on notice to plaintiff, NPH conveyed the property to another entity, defendant 84 Cooper LLC (84 Cooper), a limited liability company comprised of Anjen, which owned a sixty percent interest, and Applied 84 Cooper LLC (Applied), which owned a forty percent interest. Plaintiff voluntarily dismissed her claim against NPH and filed an amended complaint asserting claims against 84 Cooper.
After extensive mediation efforts proved unsuccessful, the matter came before the court for trial. On May 16, 2005, with the judge's assistance, the parties ultimately reached a settlement which plaintiff's counsel placed upon the record.
The plaintiff  will acquire a thirty percent interest in the entity known as 84 Cooper . [She] will pay the sum gross of $362,500 for her thirty percent interest. From that she will receive a credit for the sum of approximately $40,000 for monies heretofore paid when she was involved in efforts to acquire the property at the initial stages of this matter . With credit for that payment . . . in exchange for her thirty percent interest, [plaintiff] will pay the sum of $322,500.
Plaintiff also agreed to pay Urgo a "finder's fee" of "ten percent of sixty percent of the net sales price" if the Property was sold.
Lastly, the parties agreed to enter into an "operating agreement" for the development or sale of the Property. Plaintiff's counsel placed this portion of the agreement on the record.
The parties will enter into an operating agreement similar in form to the operating agreement which now exists between [Applied]  and Anjen . . . . [Plaintiff] will become part of that entity either through her own name or an entity to be formed for (sic) her behalf, and the percentage distribution of equity ownership in that entity . . . to be comprised of three persons ...