United States District Court, D. New Jersey
TRC ENVTL. CORP., Plaintiff,
WATERSIDE DEV. CORP. and WATERSIDE CONSTR., LLC, Defendants.
WILLIAM J. MARTINI, U.S.D.J.
TRC Environmental Corporation (“TRC”) filed suit
against Defendants Waterside Development Corporation and
Waterside Construction, LLC (“Waterside”),
alleging Waterside broke its promise to pay TRC for its
environmental consulting services.TRC now moves for summary
judgment under Federal Rule of Civil Procedure 56. The Court
has jurisdiction under 28 U.S.C. § 1332 and decides the
matter without oral argument. Fed.R.Civ.P. 78(b). For the
reasons below, the motion is GRANTED.
case stems from the Borough of Edgewater, New Jersey
(“Borough”), awarding Waterside a public contract
to build outdoor recreational facilities at a park known as
Veterans Field (the “Site”). TRC SMF ¶ 4,
ECF No. 24-1. During construction, Waterside used crushed
concrete fill material which was later found to contain high
levels of PCBs (polychlorinated biphenyls). Id.
¶¶ 7-9. The Borough then removed Waterside from the
Site, filed a separate lawsuit against Waterside, and hired
another environmental contractor to assess the extent of the
PCB impact. Id. ¶¶ 11-12. Once soil
sampling and testing showed contamination, the Borough
directed its new contractor to remove the PCB-impacted soils.
Id. ¶ 13.
the excavation began, Waterside entered into a written
agreement with TRC to protect its interest in litigation
against the Borough (the “Contract). Id.
¶ 14. No. longer allowed on the Site, TRC would serve as
Waterside's eyes in the field to ensure the Borough
charged Waterside only for removal of specific contaminated
soil that traced back to the fill material Waterside used.
Id. ¶ 15. In exchange for payment at rates set
forth in the Contract, TRC would: (1) review documents to
gain an understanding as to the Borough's excavation
efforts and (2) serve as a daily project monitor over the
Borough's soil removal activities. Id. ¶
work performed, TRC prepared monthly invoices, mailing
Waterside a copy of its bill. Aff. of Rebecca Hollander
¶¶ 12-13, ECF No. 24-2 (“Hollender
Aff.”). Waterside claims to have never received the
invoices. Waterside Counter SMF ¶ 25, ECF No. 26-1.
Instead, Waterside claims it received the invoices upon the
parties' business relationship ending which prompted its
objections to the amount owed. Id. ¶¶
moves for summary judgment, arguing Waterside's refusal
to pay constitutes breach, so it seeks damages in the amount
of $118, 121.28 for services rendered, with interest at the
Contract rate of 1.5% from the date of breach, and reasonable
attorney's fees to recover costs incurred in enforcing
its contractual rights. See Pl.'s Mem. 4-7, 12.
In all, TRC finds Watersides' contention that it had to
perform its own split sampling on the soil and fill material
without merit since nowhere does the Contract compel TRC to
conduct independent testing. This absence of a testing
requirement vitiates Waterside's counterclaims and
defenses. Id. at 8-11.
opposition, Waterside argues that genuine issues of fact
preclude summary judgment. Waterside disputes the amount owed
and work performed, counterclaiming that TRC insufficiently
staffed the project and never conducted split sampling for
concrete or concrete byproducts, thus breaching its duty and
breaking its promise to perform. See Defs.'
Opp'n Br. 3, 7-13, ECF No. 26. In reply, TRC reiterates
its original argument that nowhere did the Contract contain a
testing requirement. And TRC argues that Waterside cannot use
extrinsic evidence or post hoc communications to alter terms
when the Contract represented the final and complete
understanding between the parties. See Pl.'s
Reply Br. 2-6, ECF No. 27.
judgment is appropriate “if the movant shows that there
is no genuine dispute as to any material fact and the movant
is entitled to judgment as a matter of law.”
Fed.R.Civ.P. 56(a); see Celotex Corp. v. Catrett,
477 U.S. 317, 322-23 (1986); Turner v. Schering-Plough
Corp., 901 F.2d 335, 340 (3d Cir. 1990). A factual
dispute is genuine if a reasonable jury could find for the
non-moving party and is material if it will affect the
outcome of the trial under governing substantive law.
Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248
(1986). In its review, the Court considers all evidence and
inferences drawn therefrom in the light most favorable to the
non-moving party. Andreoli v. Gates, 482 F.3d 641,
647 (3d Cir. 2007).
TRC has established its breach of contract claim.
prevail on a breach of contract claim under New Jersey law,
TRC must show: (1) the existence of a valid contract; (2) how
Waterside failed to perform under the contract; and (3) a
causal relationship between the breach and the resulting
damages. See Sheet Metal Workers Int'l
Ass'n Local Union No. 27, AFL-CIO v. E.P. Donnelly,
Inc., 737 F.3d 879, 900 (3d Cir. 2013) (citing Coyle
v. Englander's, 488 A.2d 1083, 1088 (
N.J.Super.Ct.App.Div. 1985) (footnote omitted)). Third
Circuit precedent shows acceptance of a “basic common
law principle that a contract is unambiguous if it is
reasonably capable of only one construction.”
Tamarind Resort Assocs. v. Gov't of Virgin
Islands, 138 F.3d 107, 489 (3d Cir. 1998) (citing
cannot identify any evidence that creates a genuine dispute
of material fact as to whether TRC performed its contractual
obligations. On the contrary, the Contract plainly set out
the agreed-upon terms, conditions, and scope of work. Nowhere
does the Contract compel TRC to perform split sampling or
soil testing for concrete or concrete byproducts. Further,
Waterside identifies no ...