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Modern Technologies Group, Inc. v. Danzi

August 12, 2010

MODERN TECHNOLOGIES GROUP, INC., PLAINTIFF-RESPONDENT,
v.
MICHAEL R. DANZI, DEFENDANT-APPELLANT.



On appeal from the Superior Court of New Jersey, Law Division, Burlington County, Docket No. L-58-07.

Per curiam.

NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION

Argued: March 3, 2010

Before Judges C.L. Miniman and Waugh.

Defendant Michael R. Danzi appeals from an order entered on June 15, 2007, reinstating the complaint filed by plaintiff Modern Technologies Group, Inc., and from a judgment entered on May 26, 2009, in favor of plaintiff and against defendant in the amount of $165,345.61. We affirm.

I.

Plaintiff corporation has a principal place of business at 3 Reeves Station Road in Medford. Plaintiff is a manufacturer of specialty automotive products for the limousine, bus, and ambulance industries; produces trade magazines; and runs trade shows for those industries. According to plaintiff's president, Eric Alpert, plaintiff has a number of wholly owned subsidiaries, including: (1) MTG Air, which manufactures air-conditioning systems for those industries; (2) Digest Publications, using the trade name of Limousine Digest, which is the leading trade-magazine publisher in the transportation industry; and (3) Limo Digest Show, which is the leading annual trade show for the limousine, bus, and ambulance industries. Defendant is an individual residing in Newport Beach, California. He was the president of Coastal Coachworks, with a principal place of business in Fountain Valley, California.

In October 2004, Coastal Coachworks and plaintiff entered into a blanket credit agreement whereby plaintiff extended credit on behalf of itself and its subsidiaries to Coastal Coachworks. Defendant signed the credit application on behalf of Coastal Coachworks. In pertinent part, the credit application states: "All sales and other transactions between Buyer and Seller shall be governed by the laws of the State of New Jersey and Buyer consents to the jurisdiction of the New Jersey Courts, County of Burlington." The only legal entities appearing on the credit application were plaintiff and Coastal Coachworks; the application did not mention any of plaintiff's subsidiaries.

Immediately below the corporate signature on page two of the credit application, defendant signed a personal guarantee, pursuant to which he personally guaranteed the payment of any obligation of Coastal Coachworks and agreed to pay any sum which might become due from Coastal Coachworks if the company failed to pay. The only entity appearing within the personal guarantee was plaintiff; the personal guarantee did not mention any of plaintiff's wholly owned subsidiaries. Plaintiff would not have entered into the credit agreement if the personal guarantee was not executed. After credit was extended, Coastal Coachworks began to purchase products from plaintiff and its subsidiaries.

Coastal Coachworks began experiencing financial difficulties thereafter. Defendant offered to return some of the delivered goods to plaintiff, seeking a credit against the amounts owed, but was unable to do so because defendant's business partner had a lien on the goods. The potential amount of the credit was approximately $15,000 to $25,000. This amount would have been split between plaintiff and a subsidiary, each of whom had sent goods to Coastal Coachworks. Coastal Coachworks went out of business in 2006, at which time it had outstanding invoices from plaintiff and its subsidiaries. According to the invoices, $165,345.61 was owed in all.

On January 8, 2007, plaintiff filed this action against defendant for breach of contract, seeking a judgment under the guarantee for the amounts owed on various invoices from it and its subsidiaries. On March 22, 2007, defendant filed a motion to dismiss the complaint for lack of in personam jurisdiction. Defendant certified that he did not consent to the jurisdiction of the New Jersey Superior Court due to the extreme cost, burden, and inconvenience that litigating in New Jersey would cause him. Defendant further certified that no portion of the instant transaction occurred in any state other than California.

The first motion judge dismissed the complaint on April 13, 2007, "without prejudice and without costs, for lack of in personam jurisdiction over the [d]efendant, and/or under the doctrine of forum non conveniens[.]" The judge indicated the motion was unopposed; however, plaintiff filed opposition on the date the judge decided the motion.

On May 2, 2007, plaintiff filed a notice of motion for reconsideration of the April 13 order. In a written order dated June 15, 2007, the first motion judge granted the motion for reconsideration and reinstated plaintiff's complaint. Defendant then filed his answer to the complaint on July 2, 2007, denying plaintiff's substantive allegations and asserting various affirmative defenses. The case proceeded through pretrial discovery, including interrogatories, requests for production of documents, and depositions.

Plaintiff filed a motion for partial summary judgment, which the second motion judge denied on May 9, 2008. Plaintiff sought reconsideration, and on June 20, 2008, that judge in a written decision denied plaintiff's motion and granted defendant's cross-motion for leave ...


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