August 22, 2013
RE/MAX OF CHERRY HILL, INC., Plaintiff-Respondent,
ROMAN MALTS and INNA MALTS, Defendants-Appellants
NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION
Submitted June 18, 2013
On appeal from the Superior Court of New Jersey, Law Division, Camden County, Docket No. L-1949-11.
Law Offices of Igor Sturm, attorneys for appellants (William C. MacMillan, on the brief).
Archer & Greiner, P.C., attorneys for respondent (Allen A. Etish, Benjamin D. Morgan and Kate A. Sozio, on the brief).
Before Judges Parrillo and Messano.
On cross-motions for summary judgment, the Law Division judge granted plaintiff Re/Max of Cherry Hill, Inc. summary judgment and denied summary judgment to defendants Roman and Inna Malts. Defendants now appeal, arguing that, for various reasons, plaintiff was not entitled to summary judgment and their motion should have been granted dismissing plaintiff's complaint.
We conduct our review of a grant of summary judgment de novo applying the same standards that governed the trial court. Henry v. N.J. Dep't of Human Servs., 204 N.J. 320, 330 (2010). Initially, we determine whether the moving party has demonstrated there were no genuine disputes as to material facts. Atl. Mut. Ins. Co. v. Hillside Bottling Co., 387 N.J.Super. 224, 230 (App. Div.), certif. denied, 189 N.J. 104 (2006). To the extent factual disputes exist, we accord the non-moving party the benefit of all favorable evidence and inferences in the motion record. Henry, supra, 204 N.J. at 329; see also R. 4:46-2(c). We then decide "whether the motion judge's application of the law was correct." Atl. Mut. Ins. Co., supra, 387 N.J.Super. at 231. In such review, "'[a] trial court's interpretation of the law and the legal consequences that flow from established facts are not entitled to any special deference.'" Estate of Hanges v. Metro. Prop. & Cas. Ins. Co., 202 N.J. 369, 382 (2010) (quoting Manalapan Realty, L.P. v. Twp. Comm. of Manalapan, 140 N.J. 366, 378 (1995) (alteration in original)).
The undisputed facts in the motion record revealed that defendant Inna Malts (Inna) owned residential property in Cherry Hill. She listed the property for sale with plaintiff. Although plaintiff could not locate a buyer, it secured a tenant for the property, and, as a result, the property was leased to Johnny Young pursuant to a written lease agreement (the lease). Both defendants signed the lease agreement, and the landlord registration agreement, see N.J.S.A. 46:8-27, named both defendants as owners of the property. An addendum to the lease indicated that use of the property was limited to the tenant and his "immediate family only." Pursuant to the lease terms, plaintiff was entitled to a commission of $2500, equal to the monthly rent, and, if the lease was renewed or extended, plaintiff was entitled to one-half month's rent as a further commission. The lease further provided that, if the tenant purchased the property "at any time, " plaintiff was entitled to a six-percent commission.
The lease was for two years and expired on June 30, 2010. On the day the lease expired, Inna signed a contract for sale with Lilien Young, Johnny's mother, who had resided in the property. Johnny and Lilien remained in possession of the property on a month-to-month basis; they tendered rent which was accepted by defendants. On October 20, 2010, a closing took place and Inna conveyed the property to Lilien Young.
Plaintiff filed its complaint on April 15, 2011, seeking commissions for the sale of the property and for the interim extension of the lease. Plaintiff alleged breach of contract, unjust enrichment and quantum meruit. Default judgment was entered, but eventually vacated on defendants' motion. Defendants filed their answer and subsequently moved for summary judgment. Plaintiff cross-moved.
After considering oral argument, Judge Deborah Silverman Katz placed her oral opinion on the record. She noted that both Johnny and Lilien Young continuously resided in the property pursuant to the lease. The rental application listed Lilien as an occupant of the property. Lilien consistently made rental payments to defendants, which were accepted.
The judge further credited the undisputed assertion that Lilien was "out of the country" when the lease was actually executed. The judge noted that the final purchase price for the property reflected a reduction in price equivalent to the commission due plaintiff. Citing various precedent, Judge Silverman Katz determined Lilien was a "co-tenant, " and "the unambiguous intent of the parties coupled with the defendants' conduct clearly establishe[d] that plaintiff is entitled to a [six] percent commission on the sale . . . ."
The judge further addressed Roman's argument that, since he was not a titled owner of the property, he was not a proper party to the suit. Noting the uncontested certifications in the record, the judge concluded Roman "signed the lease agreement, " "received consideration under the terms of the lease, " "exercised control over the property[, ]" and "was the only person with whom the plaintiff[s] . . . dealt with . . . ." The judge entered the order granting plaintiff summary judgment in the amount of $18, 480 for the commission on the sale of the property, and an additional $1250, reflecting commission on rental payments prior to the sale, together with interest and costs. A second order denied defendants' motion for summary judgment.
Before us, defendants argue the judge erred in her "interpretation" of the contract provisions regarding the sale and lease of the property, that plaintiffs were not entitled to recovery under theories of quantum meruit or unjust enrichment, and, since Roman Malts "received no consideration from the sale of the property, " the "contract" was not enforceable against him. We have considered defendants' arguments in light of the record and applicable legal standards. We affirm substantially for the reasons expressed by Judge Silverman Katz. We add only the following.
Defendants concede that resolution of the appeal turns essentially on construction of the lease, to which we apply basic principles of contract law. See N.J. Indus. Props. v. Y.C. & V.L., 100 N.J. 432, 456 (1985) ("New Jersey has been a leader in its recognition that the modern lease should be construed in accordance with principles of contract law."). Accordingly, we conduct our review de novo. See Sealed Air Corp. v. Royal Indem. Co., 404 N.J.Super. 363, 375 (App. Div. 2008) ("The interpretation of contracts and their construction are matters of law for the court subject to de novo review.") (citation omitted).
"In interpreting a lease agreement the function of the court is to enforce the lease as written, not to write for the parties a different or better contract." Liqui-Box Corp. v. Estate of Elkman, 238 N.J.Super. 588, 600 (App. Div.) (citing Swisscraft Novelty v. Alad Realty Corp., 113 N.J.Super. 416, 421 (App. Div. 1971)), certif. denied, 122 N.J. 142 (1990). "In general, the polestar of construction is the intention of the parties as disclosed by the language used, taken in its entirety, and evidence of the attendant circumstances may be considered, not to change the agreement made but to secure light by which to measure its actual significance." Renee Cleaners, Inc. v. Good Deal Super Mkts., Inc., 89 N.J.Super. 186, 190 (App. Div. 1965), certif. denied, 46 N.J. 216 (1966).
In interpreting the agreement, evidence other than the precise language of the contract may be considered to determine the parties' intent. See Conway v. 287 Corp. Ctr. Assocs., 187 N.J. 259, 269 (2006) ("We consider all of the relevant evidence that will assist in determining the intent and meaning of the contract."). "'Semantics cannot be allowed to twist and distort [the words'] obvious meaning in the minds of the parties.'" Ibid. (quoting Atl. Ne. Airlines v. Schwimmer, 12 N.J. 293, 307 (1953) (alteration in original). "Consequently, the words of the contract alone will not always control." Id . at 270
The facts in the motion record were undisputed. As the judge found, the original lease agreement acknowledged Lilien as an occupant of the property; Lilien acted as a tenant, and defendants accepted her as such; the lease, which Roman Malts signed, recognized plaintiff's right to a commission both for any extension of the lease and in the event a sale was made to the tenant. Both events occurred, therefore, plaintiff was entitled to a commission for the additional month-to-month lease extension and upon the sale of the property to Lilien.
We also agree that based upon Roman Malts' undisputed involvement with the property and his signature on the lease itself it was appropriate to enter judgment against him as well as his wife Any claim by defendants that Roman Malts received no "consideration" such as to render the agreement unenforceable fails in light of the undisputed record.
Finally we accept defendants' argument that the equitable remedies of quantum meruit and unjust enrichment must fail in light of the existence of a binding contract See e.g. Kas Oriental Rugs Inc v Ellman 394
N.J.Super. 278 286 (App. Div.) ("It has long been recognized that the existence of an express contract excludes the awarding of relief regarding the same subject matter based on quantum meruit") certif. denied, 192 N.J. 74 (2007) However the point is irrelevant Defendants were liable to plaintiff under the lease agreement Judgment against them was therefore properly entered by Judge Silverman Katz