On appeal from the Superior Court of New Jersey, Law Division, Somerset County, Docket No. L-2131-09.
NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION
Before Judges Wefing, Baxter, and Hayden.
Plaintiff Daimler Trucks North America L.L.C., formerly known as Freightliner L.L.C., ("plaintiff") appeals from the dismissal of its complaint against defendants pursuant to Rule 4:6-2(e) for failure to state a claim. Having considered the arguments raised in light of the motion record and applicable legal standard, we reverse and order the reinstatement of plaintiff's complaint.
The record reveals that in 2001 Ford World L.L.C., a truck dealership, through its principals, defendants Albert Preziosi, Jr. and Chris Preziosi, entered into an agreement to sell trucks manufactured by plaintiff. In addition, each defendant signed a separate individual continuing guaranty agreeing that in the event [Ford World] failed at any time or times to promptly pay any and all indebtedness which now exists and/or may hereafter accrue from [Ford World] to [plaintiff] as the same becomes due, guarantor absolutely and unconditionally promises to pay any and all such indebtedness as the same becomes due from [Ford World] to [plaintiff] forthwith, upon demand, with all attorneys fees incurred in enforcing payment under this instrument, all without relief from valuation and appraisement laws.
Each defendant also agreed that his continuing guaranty would not cease until the guarantor "has delivered to [plaintiff] a signed notice of Guarantor's election not to guaranty any new indebtedness from [Ford World] to [plaintiff] .. . ." Defendants further agreed that a written notice of termination of the guaranty would not release the guarantors from any indebtedness existing at the time of the termination. Additionally, defendants waived any requirement that plaintiff exhaust its remedies against Ford World before demanding payment of the indebtedness under the guaranties. Specifically, each defendant agreed to be bound to the payment of all indebtedness of [Ford World] to [plaintiff] whether now existing or hereinafter accruing as fully as if each indebtedness was directly owing to [plaintiff] by [each defendant] and as fully as if [each defendant] was a joint maker with [Ford World] upon any note made by [Ford World] to [plaintiff].
Subsequently, on March 12, 2007, plaintiff and Ford World agreed that Ford World would cease doing business and resign as a company dealer, effective that day. Accordingly, they executed a Resignation Agreement and Release ("Agreement") signed March 13 by Ford World and March 14, 2007 by plaintiff. The Agreement contains the following provision:
Except as provided herein, the undersigned parties, in executing this Resignation Agreement and Release, do hereby forever release, acquit and discharge each of the other parties to this Resignation Agreement, their respective officers agents, employees, assigns, and successors, from any and all causes of action, demands or liabilities, both in law and in equity, past, present or future, with respect to any and all matters, transactions, acts, or events resulting from or in any way connected or related to the Dealer Agreement, the resignation or termination of the Dealer Agreement or Dealer's operation as a dealer. This release includes but is not limited to any claims for breach of contract, breach of fiduciary duty, civil conspiracy, breach of duties of good faith and fair dealing, interference with contractual relationship, anti-trust, RICO, resale price maintenance (vertical price fixing), Robinson-Patman Act violations, breach of any New Jersey statutes or common law, Federal Dealer Day in Court Act violations, defamation, prima facie tort (business disparagement), and any other related actions.
Paragraph 3 of the Agreement relates to the return of inventory upon termination. This provision states:
Company agrees to purchase the Eligible Assets in Dealer's inventory provided that Dealer satisfies and complies with the procedures for returning the assets set forth in Paragraph XV(l) or X(D)(3) of the Dealer Agreements or as stipulated by New Jersey state statutes.
Paragraph 6 preserves the rights of the parties to the Agreement concerning pre-existing debts, stating: "This Agreement shall not operate as a cancellation of any current indebtedness between the parties."
In its complaint plaintiff alleged that Ford World owed it $40,068.37 for various items, including parts. Plaintiff sought payment from both defendants based upon their continuing guaranties. By letter dated October 12, 2009, plaintiff demanded that defendants pay the outstanding amount allegedly due to it from Ford World regarding inventory in its possession. After defendants failed to make any payments, plaintiff filed a complaint against them on November 20, 2009, demanding damages for breach of ...