On appeal from the Superior Court of New Jersey, Chancery Division, Ocean County, Docket No. C-171-02.
NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION
Telephonically argued March 14, 2008
Before Judges Graves, Sabatino and Alvarez.
In this consolidated matter, defendant, Aspen Knolls Automotive Group, LLC ("Aspen Knolls"), appeals in Docket No. A-1348-06T1 various orders, or portions thereof,*fn1 that the Chancery Division entered on March 24, September 22, and September 27, 2006. Plaintiffs, Coast Automotive Group, Ltd., Tamim Shansab, and Shansab Realty (collectively "Coast"), cross-appeal in Docket No. A-1348-06T1 aspects of the March 24, 2006 order as well as a preceding order that the Chancery Division issued on January 31, 2006. Coast also appeals in Docket No. A-1519-06T1 portions of a separate order entered by the Chancery Division on October 25, 2005.
As we noted six years ago, the history of litigation involving Coast and Aspen Knolls, and at times also involving several additional parties, "is quite extensive." VW Credit, Inc. v. Coast Auto. Group, 346 N.J. Super. 326, 330 (App. Div.), certif. denied, 172 N.J. 178 (2002).*fn2 The present appeals are apparently the eighth and ninth appeals to this court involving these two parties.
Without repeating the protracted factual and procedural chronology here, suffice it to say that Coast formerly owned an automobile dealership in Toms River. Aspen Knolls' predecessor-in-interest loaned $5 million to Coast in 1997. Eventually, Coast agreed to convey to Aspen Knolls the dealership, the realty on which it was situated and other consideration to Aspen Knolls, in exchange for a release from the promissory note. For various reasons, the closing of title was delayed. In the meantime, in March 2001, a fire substantially destroyed the dealership. Title was finally transferred to Aspen Knolls in December 2003. While all of this was occurring, the parties were embroiled in litigation, raising a multiplicity of claims and defenses in the Chancery Division, the Law Division, and in three cases in the Federal District Court. Coast maintained that Aspen Knolls acted wrongfully in numerous respects concerning the transactions, and, in turn, Aspen Knolls alleged a litany of wrongful acts on the part of Coast.
The disputes between Coast and Aspen Knolls came to a head in this court in 2005, after Coast brought three separate appeals of rulings that the Chancery Division made in 2003. On July 29, 2005, we issued a thirty-four-page per curiam opinion resolving those consolidated appeals. See Coast Auto. Group v. Aspen Knolls Auto. Group, No. A-1769-03 (App. Div. July 29, 2005) (slip op. at 1), certif. denied, 185 N.J. 391 (2005). Among other things, we determined that Coast was not entitled to have the transfer of property voided, but that Coast was owed a refund of a portion of the credits for interest adjustment that the Chancery judge had awarded to Aspen Knolls at closing. In this regard, we held that it was "fairly inferable from the trial court's oral opinion that both parties [had] contributed equally to the delay" of the closing. Id. at 31. Consequently, we specifically "direct[ed] that Coast shall receive one-half of the closing adjustment awarded to Aspen Knolls at closing for this interest adjustment." Ibid. We also awarded to Coast a full refund of credits given to Aspen Knolls at closing for interest on a separate mortgage. Id. at 30.
In reaching our final disposition in the July 29, 2005 opinion, we specifically observed that "[t]here is no need for any further proceedings" on the refund issue, and that we could "perceive no benefit to the parties or [to] the court system to order further hearings." Id. at 30-31. With respect to delay damages that Coast had sought from Aspen Knolls in the Law Division, we sustained the dismissal of those claims, reiterating that "as we have set forth earlier in this opinion, we have concluded there is no need for a remand for plenary hearings." Id. at 33. Accordingly, in the final paragraph of our opinion, we instructed that "the matter is remanded to the trial court for the entry of amended orders." Id. at 34.
Not long thereafter, on October 19, 2005, we issued another per curiam opinion in a separate appeal, at that point the fifth one involving these parties. Coast Auto. Group v. Aspen Knolls Auto. Group, No. A-1016-04 (App. Div. October 19, 2005) (slip op. at 1), certif. denied, 186 N.J. 242 (2006). In that opinion, we affirmed various orders from the Chancery Division dismissing Coast's claims of fraud against Aspen Knolls. In so doing, we incorporated by reference the "comprehensive history of the business and litigation relationship of these parties," finding it unnecessary to "burden [the] opinion with a restatement of that history." Id. at 2.
Unfortunately, after the matter was remanded to the Chancery Division in the latter part of 2005, the parties continued to quarrel over various aspects of the litigation. These persisting disputes initially prompted the Chancery Division to enlarge the scope of the remand and to begin reopening aspects of the case, as reflected in portions of orders respectively dated January 31, 2006 and March 24, 2006.
Subsequently, the original Chancery judge in this matter was reassigned to preside over a different division of the trial court, and Judge Joseph Foster assumed responsibility for the case. After considering the lingering disagreements of the parties in light of the directives embodied in our July 2005 opinion, Judge Foster determined that a final judgment should be entered in the case. The judge entered such an order on September 27, 2006, refunding to Coast an amount consistent with our July 2005 opinion, plus interest.
Aspen Knolls principally contends that Judge Foster erred in not permitting it to litigate its claim that Coast will allegedly obtain an improper "double recovery," based upon Aspen Knolls's belief that Coast has received certain proceeds of an insurance policy for business interruption damages. Aspen Knolls argues that under R. 4:50-1 and other principles of law, it should not be required to comply with the judgment and pay any refund to Coast until it can litigate the "double recovery" issue.
Without ourselves reaching the merits of Aspen Knolls's claim of an alleged windfall by Coast, or its standing to raise such a claim in the absence of it being raised by Coast's own insurer, we note that Judge Foster specifically ruled in his bench opinion on September 22, 2006 that Aspen Knolls is "free to pursue those [windfall claims] . . . in a separate action," but that, with respect to the refund to Coast, it would be ...