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Lexins, LLC v. Powerplace Software

May 3, 2012


On appeal from the Superior Court of New Jersey, Law Division, Morris County, Docket No. L-834-10.

Per curiam.


Submitted December 14, 2011

Before Judges Cuff and Lihotz.

Plaintiff Lexins, LLC, appeals from summary judgment, dismissing its complaint against defendant Dan Kenton.

Plaintiff alleged Kenton was individually liable for the breach of the lease between plaintiff, the landlord, and PowerPlace Software Inc. (PowerPlace), the tenant. The motion judge found no legal basis to impose personal liability for the corporation's default.

On appeal, plaintiff argues the motion judge erred by assuming facts not in the record and because the facts regarding Kenton's liability as a named tenant in the lease document was reasonably disputed, obviating summary judgment. We disagree and affirm.

The facts are derived from evidence submitted by the parties in support of, and in opposition to, the summary judgment motion, which we view in a light most favorable to plaintiff. Brill v. Guardian Life Ins. Co. of Am., 142 N.J. 520, 523 (1995). The introductory clause of the four-page commercial lease designates the parties as: "LEXINS, LLC" and "PowerPlace Software, Inc./Dan Kenton." Kenton and Kumar Bhavanashi executed the lease for the tenant on July 25, 2008. Kenton's designation was listed as: "PowerPlace Software Inc. Dan Kenton, CEO Tenant." Bhavanashi's signature was added above the designation "PowerPlace Software Inc., Kumar Bhavanashi President, Tenant." The one-year lease term commenced on August 1, 2008.

Prior to the expiration of the lease term, PowerPlace ceased operations. It last paid rent on February 22, 2009 and surrendered the premises in April 2009.

On February 16, 2010, plaintiff filed this action seeking unpaid rent of $31,286, plus interest and costs. Following the submittal of his answer, Kenton moved for summary judgment, asserting he was not personally liable for PowerPlace's rental obligation. Plaintiff's opposition asserted the lease listed Kenton as a listed tenant making him liable for the rent.

In a written statement of reasons accompanying her order, the motion judge reviewed the plain language of the lease agreement, noting Kenton signed the lease in his corporate capacity, not personally. Kenton's motion for summary judgment was granted and plaintiff's complaint as to him was dismissed.

In our de novo review of a trial court's grant or denial of summary judgment, we apply the same standard as the trial court. Chance v. McCann, 405 N.J. Super. 547, 563 (App. Div. 2009). Summary judgment is appropriate when "the pleadings, depositions, answers to interrogatories and admissions on file, together with affidavits, if any, show that there is no genuine issue as to any material fact challenged and that the moving party is entitled to a judgment or order as a matter of law."

R. 4:46-2(c). Accord Taylor v. Metzger, 152 N.J. 490, 495 (1998). "'Bare conclusions in the pleadings, without factual support in tendered affidavits, will not defeat a meritorious application for summary judgment.'" Baran v. Clouse Trucking, 225 N.J. Super. 230, 234 (App. Div.) (quoting U.S. Pipe & Foundry Co. v. Amer. Arbitration Ass'n, 67 N.J. Super. 384, 399-400 (App. Div. 1961)), certif. denied, 113 N.J. 353 (1988). In our review, we decide whether a genuine issue of material fact has been presented, and if not, we undertake an independent review of whether the motion judge's application of the law was correct, noting the "interpretation of the law and legal consequences that flow from established facts are not entitled to any special deference." Manalapan Realty, L.P. v. Twp. Comm. of Manalapan, 140 N.J. 366, 378 (1995).

We are also guided by principles governing contract interpretation, which is a legal question. Celanese Ltd. v. Essex Cnty. Imp. Auth., 404 N.J. Super. 514, 528 (App. Div. 2009). Generally, parties are bound by the contracts they make for themselves. When examining an agreement, the document must be read "as a whole in a fair and common sense manner." Hardy ex. rel. Dowdell v. Abdul-Matin, 198 N.J. 95, 103 (2009). "When the terms of a contact are clear, the court must enforce them as written." E. Brunswick Sewerage Auth. V. E. Mill Assocs., Inc., 365 N.J. Super. 120, 125 (App. Div. 2004). Moreover, we will "'not supply terms to contracts that are plain and unambiguous,'" nor will we improve ...

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