NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION
Submitted May 7, 2013.
On appeal from Superior Court of New Jersey, Law Division, Bergen County, Docket No. L-825-11.
Vincent P. Trovini, P.C., attorney for appellants Thomas Dinardo and Thomas F. Belasco.
Mavroudis, Rizzo & Guarino, L.L.C., attorneys for appellants John M. Mavroudis and Michael J. Mavroudis (John A. Rizzo, on the brief).
Vedder Price, P.C., attorneys for respondent General Electric Capital Corporation (Mitchell D. Cohen and Daniel C. Green, on the brief).
Before Reisner, Yannotti and Harris, Judges.
Defendants John M. Mavroudis (JM), Thomas Dinardo (Dinardo), Michael J. Mavroudis (MM), and Joseph F. Belasco (Belasco) appeal from an order filed by the Law Division on January 6, 2012, granting summary judgment in favor of plaintiff General Electric Capital Corporation (GECC), and a judgment entered on January 30, 2012, against defendants in the amount of $2, 503, 551.90, plus post-judgment interest and attorney's fees. We affirm.
In 2009, GECC entered into two Master Leases with Imaging Center of Oradell, LLC (ICO), under which ICO leased several pieces of medical imaging equipment. The leases required ICO to make specified payments to GECC and provided, among other things, that ICO would be in default if it failed to pay any amounts when due. The leases stated that, upon ICO's default, GECC may declare that all amounts due and owing are payable.
In addition, the leases provided that ICO agreed to pay all of the costs and expenses incurred by GECC for enforcement and collection of the amounts due thereunder, including reasonable attorney's fees. The leases also provided that:
LESSEE ACKNOWLEDGES THAT IT HAS SELECTED THE EQUIPMENT WITHOUT ANY ASSISTANCE FROM LESSOR, ITS AGENTS OR EMPLOYEES. LESSOR DOES NOT MAKE, HAS NOT MADE NOR SHALL BE DEEMED TO MAKE OR HAVE MADE, ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE EQUIPMENT LEASED UNDER THIS AGREEMENT OR ANY COMPONENT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY OF MATERIALS OR WORKMANSHIP, MERCHANTABILITY, FITNESS FOR ANY PURPOSE, USE OR OPERATION[.] . . . ALL SUCH RISKS, AS BETWEEN LESSOR AND LESSEE, ARE TO BE BORNE BY LESSEE.
Along with ICO's execution of the leases, JM, Dinardo, MM, and Belasco (collectively, the guarantors) executed guarantees in which they unconditionally agreed to pay ISO's obligations under the leases. In these agreements, the guarantors agreed that their respective liabilities are unconditional. The guarantees also stated:
THE UNDERSIGNED HEREBY UNCONDITIONALLY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS GUARANTY, THE OBLIGATIONS GUARANTEED HEREBY, ANY OF THE RELATED DOCUMENTS, ANY DEALINGS BETWEEN U.S. RELATING TO THE SUBJECT MATTER HEREOF OR THEREOF, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN US.
Among other things, the guarantors agreed that, upon ICO's default under the leases, GECC could proceed directly against them for the full amounts due and owing from ICO. The guarantors also agreed to pay all of the costs and expenses, including ...