On appeal from the Superior Court of New Jersey, Law Division, Somerset County, Docket No. L-2015-09.
NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION
Before Judges Lihotz, Waugh, and St. John.
Plaintiffs Renate Gravers and Paul Di Francesco appeal from the Law Division's January 21, 2011 order granting summary judgment and dismissing their attorney malpractice claim against defendants Peter U. Lanfrit, a member of the Bar, and his law firm, Lanfrit & Tullio, LLC. We reverse.
We discern the following facts and procedural history from the record on appeal.
In April 2001, Gravers and Dennis Siclari, who is not a party, entered into a contract to purchase developable land in Milford from Hunterdon Medical Center (Medical Center). Plaintiffs agreed to pay $750,000 for a 30.8 acre property with one residence, anticipating that the property would be subdivided into at least fourteen residential lots. The property was eventually subdivided into fifteen properties, including the one on which the original residence was located. The contract required Gravers and Siclari to pursue the necessary land-use approvals. Although not a signatory to the contract, Di Francesco was described by Gravers as an "acknowledged partner" of Siclari and himself.*fn1
Lanfrit represented Gravers and Siclari in negotiating the contract with the Medical Center. Whether he also represented Di Francesco is disputed by Lanfrit, although there is at least one statement for legal services from Lanfrit's firm to Siclari and Di Francesco in the record.
Article 10.1 of the contract provided:
The Buyer shall have the right to assign this Contract should they so desire with the consent of the Seller, which consent shall not be unreasonably withheld. Buyer shall provide to Seller sufficient information regarding the proposed Assignee so that Seller may make an informed decision concerning the assignment.
In August 2001, plaintiffs entered into an assignment agreement with Braco Land Design, Inc. (Braco Land). (We refer to this agreement as "the first assignment.") It called for plaintiffs to assign their rights under the contract to Braco Land, which would develop the property and close title with the Medical Center. Lanfrit represented Gravers and Siclari in negotiating the first assignment.
As consideration for the first assignment, plaintiffs were to receive $10,000 on signing, which was reimbursement of the amount of the deposit they paid to the Medical Center. At the time of the closing with the Medical Center, plaintiffs were to receive $75,000 for each building lot approved by the Milford Planning Board (Board), minus the amount paid to the Medical Center by Braco. In addition, Braco Land was required to list the homes constructed on the lots with Di Francesco Realty, Inc. (Di Francesco Realty), at which both Gravers and Di Francesco were licensed brokers. Under the agreement, Di Francesco Realty was to receive a 2.75% commission on the sale of each residence.
The plaintiffs' agreement with Braco Land did not contain a specific provision prohibiting further assignment. However, it contained the following clause:
Assignee shall have the right to further assign the Contract to a New Jersey corporation, limited liability company or limited liability partnership owned in whole or in part by Nicholas P. Braco, Jr. [(Emphasis added.)]
It is not clear whether the parties intended that there would be no further assignments except to a Braco entity or only that plaintiffs' consent would not be ...