On appeal from Superior Court of New Jersey, Law Division, Bergen County, Docket No. L-7796-07.
NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION
Before Judges Grall, Messano, and LeWinn.
Holobeam, Inc. (Holobeam) owned commercial property in Paramus, New Jersey, which it leased to Tandy Corporation, presently known as RadioShack, on January 6, 1994. The term of the lease was fifteen years; Section 18 contained the following provision which is pertinent to the issues on appeal:
Tenant may assign this Lease or sublet the whole or any portion of the Demised Premises; provided, however, in the event of any such assignment or subletting, Tenant shall remain obligated under this Lease unless and until its obligations are terminated in writing by Landlord. [(Emphasis added).]
On June 16, 1997, RadioShack assigned its lease with Holobeam to CompUSA, Inc. (CompUSA). RadioShack thereupon vacated the premises and CompUSA took occupancy. CompUSA never entered into a lease directly with Holobeam.
Sometime in September 2007, CompUSA began experiencing financial difficulties and vacated the property. Gordon Brothers acquired the business in order to begin an orderly liquidation. CompUSA subsequently went out of business nationwide.
On October 22, 2007, Holobeam filed a complaint against RadioShack and CompUSA alleging that they had defaulted under the terms of the lease by "failing, refusing and neglecting to timely make the monthly rental payments...." On March 6, 2008, RadioShack filed a cross-claim against CompUSA for indemnification and "under the Joint Tortfeasors Contribution Act for any judgment [Holobeam] may recover."
Holobeam and Gordon Brothers negotiated a settlement as part of CompUSA's liquidation workout. On March 31, 2008, the parties executed an Assignment of Claim which contained two paragraphs describing the value of Holobeam's claim against CompUSA. In the first paragraph, Holobeam asserted a claim for $1,227,335.25, which was later revised to $1,274,401.80. At the conclusion of the document, however, appears the following paragraph:
The undersigned [Holobeam] agrees to assign its Claim to Gordon Brothers but disputes the amount set forth above and asserts that in a proceeding under the United States Bankruptcy Code, including through the application of section 502 (b)(6) of the Bankruptcy Code, the Claim would be determined in the amount of $2,016,534.10.
Holobeam appended a statement supporting its claim for $2,016,534.10, consisting of: (1) rent from September 1, 2007 through September 30, 2009; (2) property taxes from January 1, 2008 through September 30, 2009; (3) utilities for "Winter 2008" and "Winter 2009"; and (4) maintenance and repair expenses.
CompUSA settled with Holobeam for 34.22 cents on each dollar of its defined claim of $1,274,401.80, resulting in a settlement amount of $436,100.30. The Assignment of Claim contained a "carve-out provision," preserving Holobeam's right to pursue any claims it had against RadioShack.
On November 12, 2008, Holobeam and CompUSA entered into a consent order stating that all of Holobeam's claims against CompUSA were dismissed without prejudice, and providing further that "any other claims by or against Defendant CompUSA..., including the cross-claim by Defendant RadioShack... as against Defendant ...