On appeal from Superior Court of New Jersey, Law Division, Atlantic County, Docket No. L-1967-04.
NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION
Before Judges Skillman, Holston, Jr. and Grall.
Defendant William Rodman (W. Rodman) appeals from final orders enforcing his oral agreements. Defendants Jeffrey Rodman (J. Rodman) and Mario F. Perrucci entered into a contract with plaintiff Atlantic City Professional Baseball Club, Inc. giving them the right to manage the operations of plaintiff's professional minor league baseball team, the Atlantic City Surf ("the Surf"). J. Rodman, who is W. Rodman's son, and Perrucci did not meet their financial obligations to plaintiff. Plaintiff commenced this litigation to recover damages under its written contract with J. Rodman and Perrucci.*fn1 Plaintiff also alleged that W. Rodman made an oral promise to assume responsibility for payment of his son's obligations upon which they relied. In a cross-claim, Perrucci alleged that he relied upon W. Rodman's oral promise to share equally in Perrucci's obligations under the contract and to guarantee J. Rodman's obligations. The jurors determined that plaintiff and Perrucci relied upon W. Rodman's promises, which he made with the main purpose, or leading object, of furthering his own interests.
Frank Boulton and Anton Rosenthal own the Surf. In 2001 Perrucci, who was the Surf's general manager, was interested in purchasing the team. He looked for a partner who could provide the financing. W. Rodman was interested and willing to provide the majority of the funds in return for a majority ownership interest in the Surf. Subsequent negotiations between Perrucci and W. Rodman and Boulton and Rosenthal resulted in a Memorandum of Understanding outlining a purchase agreement. That sale was never completed. W. Rodman was concerned that disclosure of his prior conviction for fraud would preclude him from obtaining approvals required to operate the Surf.
Subsequent negotiations, which included W. Rodman, culminated in a contract under which J. Rodman and Perrucci were to manage the Surf's operations for plaintiff. W. Rodman was not mentioned in that contract and did not sign it.
The contract includes an integration clause declaring the contract to be the "entire agreement between the parties"; acknowledging that there are "no other agreements, undertakings, restrictions, warranties or representations between the parties"; and providing that the contract, which may "be explained or supplemented [only] by a writing signed by an authorized representative of both parties," may "not be contradicted by evidence of any prior Agreement or of a contemporaneous oral Agreement."
The contract also includes a provision for an award of reasonable counsel fees and costs to the "successful or prevailing party" in any litigation to enforce or resolve a dispute about the terms of the contract.
Although W. Rodman was not a party to that contract, according to Boulton, Perrucci and Rosenthal, he promised to assume responsibility for all of J. Rodman's debts and liabilities under the contract. None of them would have entered into a contract with J. Rodman without W. Rodman's guarantee. Perrucci explained that W. Rodman's promise to him was to share equally in all debts he incurred and guarantee J. Rodman's debts and liabilities.
W. Rodman denied making any of the oral promises alleged. According to him, he offered nothing other than to provide his son's share of the initial capital and to make "operating capital" available to his son during the term of the contract.
After J. Rodman and Perrucci assumed responsibility for managing the Surf, W. Rodman became involved in marketing, advertising, soliciting sponsors and investors, and arranging events. Unlike his son, W. Rodman was not on the payroll and did not have an office at the stadium. Nonetheless, he attended staff meetings and meetings with government officials, directed employees, played a role in firing a field manager and had a key to the stadium. Thomas Clark, plaintiff's finance director, considered W. Rodman to be an owner and, for that reason, gave him complimentary tickets to distribute. W. Rodman sold baseball memorabilia at the stadium through a company he owned with J. Rodman. That company retained the profits.
According to Rosenthal, W. Rodman, who held himself out to be the Surf's owner, fulfilled his goal of operating a baseball team. W. Rodman explained that he was interested in owning, not operating, the Surf. He became involved with operations only to help his son and did not receive anything in return. According to W. Rodman, even the profits from the sale of memorabilia were retained by the team.
Evidence of J. Rodman's involvement was limited. He had an office in the stadium and was on the payroll. Boulton acknowledged, however, that Jersey Shore Professional Baseball Club was a company set up by Perrucci and J. Rodman to ...