On appeal from Superior Court of New Jersey, Law Division, Middlesex County, Docket No. L-1694-10.
NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION
Before Judges Parrillo and Skillman.
This appeal arises from the trial court's grant of plaintiff's motion for summary judgment, awarding the estate of Maria Radziewicz $48,416.59, representing principal and interest on a so-called "promissory note" purportedly executed on behalf of defendant Post 208 of the Polish Army Veterans Association of America (Post). Summary judgment was granted without benefit of oral argument or any findings of fact or conclusions of law. For the following reasons, we reverse.
The Post is a non-profit organization that helps "Polish veterans in their latter years of life." It also donates "time to charitable activities regarding disabled children and the elderly." The Post owns an affiliated Polanka, or picnic grounds, which is rented out or used for events.
On November 7, 2001, Post 208 entered a contract with its National Headquarters, agreeing to pay the remaining $171,107 it owed on a loan. The contract was signed on behalf of Post 208 by Henryk Koszalka, then-Commander of the Post, and was witnessed by Waldemar Szuba, then-Deputy Commander, and Jozef Kalwa, then-Financial Aide-de-camp, among others.
According to the certifications of Koszalka and Szuba, in December 2001, the Board of Directors "unanimously voted to accept money from member contributors to pay off the National Headquarters mortgage under the condition precedent that no contributing member would be entitled to repayment until the Post was financially solvent." Both men noted that the Post "was not in a financial position to guaranty repayment to any contributing member." They explained that, to date, the Post remained insolvent, struggling to pay basic bills and insurance premiums.
Kalwa, as financial secretary, "was authorized to receive and deposit" checks on behalf of the Post. On June 25, 2002, Maria Radziewicz gave the Post a check for $30,000 to assist in the loan repayment. Three months after deposit of the check, on October 1, 2002, Kalwa issued the following letter, signed and notarized on December 2, 2002, addressed to the Board of Post 208:
I hereby confirm that on June 25, 2002 Maria Radzewicz [sic] deposited the amount of $30,000.00 in the Bank of Post 208 for the purpose of paying off the mortgage of . . . Post 208 to the Executive Board
Maria Radzewicz [sic] reserves the right to have the entire amount repaid by the . . . Post 208 after two years from the date of deposit. She also reserves the right to (receive)[*fn1 ] 7% of the entire amount from the time of deposit.
Plaintiff refers to this letter as the "promissory note" signed by Kalwa on behalf of the Post.
Although Kalwa stated during his deposition that the letter obligated the Post to reimburse Radziewicz, he acknowledged that it did not establish when she was to be reimbursed or the interest amount. He explained that the phrase "to 7 percent" meant that any potential interest payment was not to exceed seven percent.
Koszalka and Szuba, on the other hand, certified that Kalwa "ignored the resolution by the Board of Directors," which required that repayment of member loans would only occur if the Post were solvent, and "acted on his own and without authority to draft the instrument as signed by him and Ms. Radziewicz." Szuba pointed out that the "promissory note" was only signed by Kalwa "and not by the Commander, ...