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Moschillo v. Jovanov

Superior Court of New Jersey, Appellate Division

November 18, 2013

MARK MOSCHILLO, Plaintiff-Respondent,
v.
CANDO JOVANOV and LINVAS CORPORATION, Defendants-Appellants.

NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION

Argued May 23, 2012

On appeal from Superior Court of New Jersey, Chancery Division, Passaic County, Docket No. C-116-08.

David J. Tencza argued the cause for appellants, (Walter J. Tencza, attorneys; Mr. Tencza, on the brief).

Peter R. Bray argued the cause for respondent (Bray & Bray, L.L.C., attorneys; Mr. Bray, on the brief).

Before Judges Fuentes, Graves, and Koblitz.

OPINION

FUENTES, P.J.A.D.

In this corporate dissolution case, defendant Cando Jovanov appeals from the order of the Chancery Division, General Equity Part, directing him to convey his interest in Linvas Corporation to plaintiff Mark Moschillo, and awarding plaintiff counsel fees incurred in connection with the prosecution of this case against defendant pursuant to N.J.S.A. 14A:12-7(10). We affirm.

Linvas Corporation operates a gentlemen's club located in Paterson, New Jersey, doing business as Sunrise Gentlemen's Club, (Sunrise). Plaintiff filed an action under N.J.S.A. 14A:12-7(1)(c) to involuntarily dissolve Jovanov's interest in Linvas, alleging the latter was crude, vulgar, and belligerent towards patrons and did not perform his fair share of managing the business. This is the second time this case has been before us on appeal.

In the first appeal, we provided the following summary of the legal issues and factual contentions the parties brought before the trial court, as well as the determination reached by the General Equity judge after a bench trial that prompted the appeal:

Plaintiff Mark Moschillo brought suit alleging oppressive conduct and endangerment under N.J.S.A. 14A:12-7 (Oppressed Shareholder Statute) and breach of fiduciary duty by defendants Cando Jovanov and Linvas Corporation . . ., regarding the business of Sunrise Gentlemen's Lounge . . . . Plaintiff requested that the trial court award him Jovanov's one-half interest in Linvas. Jovanov claimed that plaintiff was not a shareholder of Linvas, and that the documents purportedly bearing Jovanov's signature used by plaintiff at trial to prove plaintiff's one-half interest in the corporation were forged. After trial, the Chancery Court declined to decide the forgery issue and ordered Jovanov to buy out plaintiff for $70, 776, the money plaintiff invested in the company as well as a reasonable salary for his managing the company for five months.
[Moschillo v. Jovanov, Docket No. A-3500-09 (App. Div. Dec. 29, 2010), slip op. at 1-2 (Emphasis added).]

We identified the issues raised for our review in that appeal as follows:

Defendants appealed, disputing only the amount of money the court awarded plaintiff, and repeating the claim that the documents introduced by plaintiff were forgeries. Plaintiff cross-appealed, arguing that the court found all the facts in ...

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