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Delray Holding, LLC v. Sofia Design & Development at South Brunswick, LLC

Superior Court of New Jersey, Appellate Division

March 2, 2015

DELRAY HOLDING, LLC, and BAY DOCK HOLDINGS, LLC, Plaintiffs-Respondents,
v.
SOFIA DESIGN AND DEVELOPMENT AT SOUTH BRUNSWICK, LLC, SOFIA HOMES, LLC, ANNE KELLY, and BURGESS STEEL, LLC, Defendants, and THE GUERIN FAMILY TRUST, EUGENE GUERIN, JAMES GUERIN, LOUIS FILOSO, MICHAEL REILLY, STEVEN LANGAN, JAMES CAREY, and MARZENA CAREY, Defendants/Third-Party Plaintiffs-Appellants,
v.
ROGER PASSARELLA, Third-Party Defendant-Respondent

Argued: December 3, 2014.

Approved for Publication March 2, 2015.

Page 116

On appeal from Superior Court of New Jersey, Law Division, Monmouth County, Docket No. L-3425-11.

Andrew T. Walsh argued the cause for appellants ( Chamlin, Rosen, Uliano & Witherington, attorneys; Mr. Walsh, on the brief).

Tennant D. Magee, Sr., argued the cause for respondents ( Maggs & McDermott, L.L.C., attorneys; Mr. Magee, on the brief).

Before Judges FUENTES, ASHRAFI, and KENNEDY. The opinion of the court was delivered by ASHRAFI, J.A.D.

OPINION

Page 117

[439 N.J.Super. 506] ASHRAFI, J.A.D.

Appellants are individuals and a family trust that invested in two real estate development companies, Sofia Homes, LLC (Sofia Homes) and Sofia Design & Development at South Brunswick, LLC (Sofia Design) (jointly the Sofia Entities). The companies failed financially and were forced into bankruptcy proceedings. In the course of the bankruptcy case and other litigation, the Sofia Entities settled claims against respondent Roger Passarella and two real estate development companies that he owns, respondents Delray Holding, LLC, and Bay Dock Holdings, LLC.

This appeal is from summary judgment granted against appellants when they claimed in their individual capacities that respondents had interfered with their investment agreements with the Sofia Entities and thus damaged their interests. The trial court concluded the claims belonged to the Sofia Entities, and therefore appellants lacked standing to bring them as individuals. As an alternative ground, the court determined that appellants did not refute respondents' accounting evidence, which showed that respondents did not cause any damages to the Sofia Entities. We affirm the trial court's decision.

I.

Sofia Homes, a construction company primarily engaged in residential development, owned property in Freehold known as the Liberty Crossing project. It was also the principal owner and the sole Class A member of Sofia Design, which was formed to [439 N.J.Super. 507] develop and operate a single property in South Brunswick, an office building to be named Gateway Commons. Appellants are variously members of Sofia Homes, Class B members of Sofia Design, or investors in the development projects.

In 2006, Sofia Homes entered into a contract with respondent Bay Dock Holdings, LLC, to develop residential property in Wall Township. Sofia Homes and Bay Dock also entered into a cost sharing agreement for site improvements on their adjacent lands in Freehold.

In 2009, respondents assisted the Sofia Entities in obtaining financing from Amboy National Bank for the Gateway Commons project. Anthony D'Amore, III, was then a member of Sofia Homes and Sofia Design, and also an undisclosed employee of Bay Dock. He told appellants that Bay Dock was willing to offer its Freehold property as collateral for Sofia Design to receive additional funding for the Gateway Commons project. In exchange, Sofia Design would satisfy tax liens on Bay Dock's

Page 118

Freehold property and elevate D'Amore to managing member of Sofia Design. After the parties reached an agreement, Bay Dock transferred ownership of its Freehold land to a new company, respondent Delray Holding, LLC, ...


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