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TRC Envtl. Corp. v. Waterside Dev. Corp.

United States District Court, D. New Jersey

July 24, 2018

TRC ENVTL. CORP., Plaintiff,


          WILLIAM J. MARTINI, U.S.D.J.

         Plaintiff 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.[1]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.

         I. BACKGROUND

         This 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.

         Before 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. ¶ 17.

         For its 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. ¶¶ 25-26.

         TRC now 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.

         In 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.


         Summary 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).


         A. TRC has established its breach of contract claim.

         To 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.[2] 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 cases).

         Waterside 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 ...

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