January 6, 2009
FREDERICK GRIPPA, FRANK ZIEGLER AND JOSEPHINE ZIEGLER, PLAINTIFFS-RESPONDENTS,
ROBERT GRIPPA, DEFENDANT-APPELLANT, AND KENNETH MCKENNA, DEFENDANT.
On appeal from the Superior Court of New Jersey, Law Division, Bergen County, Docket No. L-3203-06.
NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION
Submitted December 17, 2008
Before Judges Cuff and Fisher.
In this appeal, defendant Robert Grippa argues that his contract with his brother, plaintiff Frederick Grippa, was misconstrued by the trial judge when he ruled, following a non-jury trial, that Robert had breached their contract. We affirm.
The record developed during a one-day, non-jury trial reveals that Robert and Frederick, as well as two other brothers, were the shareholders of eight corporations. In 1995, the brothers entered into an agreement, which caused the transfer of the other brothers' interests in the corporations to Robert and Frederick, who then became equal shareholders in all the corporations. A lawsuit among the brothers, concerning the 1995 shareholders agreement, was commenced in 1996 and resulted in a judgment being entered in favor of the other brothers against Robert and Frederick, jointly and severally.
In 2000, Frederick and Robert entered into an agreement whereby Frederick transferred all his interest in the eight corporations to Robert. In exchange, Robert agreed to make the payments due on a mortgage that burdened Frederick's Brooklyn home. Robert made those mortgage payments from the time of the agreement until early 2004.
Plaintiff commenced this action in April 2006, alleging among other things that Robert breached his contractual obligation to make the mortgage payments on his home. Following a trial, Judge Menelaos W. Toskos determined, for reasons set forth in a written opinion, that Robert breached the contract by failing to make the mortgage payments as agreed. The judge entered judgment in favor of Frederick and against Robert in the amount of $114,227.67; he also found no basis for granting any of the other relief sought by Frederick.
Robert appealed, arguing that the judge misinterpreted the 2000 agreement. Robert contends that the judge failed to apply the agreement's first paragraph, which declared that Frederick would transfer his interest in the corporations free of "all liens." Judge Toskos, instead, interpreted the agreement in the light of the parties' testimony and by placing greater emphasis on the agreement's more specific third paragraph, which indicated that neither party had made any representations as to the value of their shares of the corporations and that both contracting parties would "rely solely on their respective knowledge of the businesses" in entering into the transaction. The judge's conclusions, based upon the facts that he found, were sound. We affirm substantially for the reasons set forth in Judge Toskos's thorough and thoughtful written opinion.
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