SOFTPRO iTECHNOLOGY PARTNERS, LLC. v. SCOSYS, INC., et al.

 

NOT FOR PUBLICATION WITHOUT THE

APPROVAL OF THE APPELLATE DIVISION

SUPERIOR COURT OF NEW JERSEY

APPELLATE DIVISION

DOCKET NO. A-0418-04T30418-04T3

SOFTPRO iTECHNOLOGY PARTNERS,

LLC., a New Jersey Corporation,

Plaintiff-Appellant,

v.

SCOSYS, INC., a Delaware Corporation,

SRIDHAR BHUPATIRAJU, and PARMEELA

BHUPATIRAJU,

Defendants-Respondents,

and

SCOSYS, INC., a Delaware Corporation,

Third-Party Plaintiff,

v.

MINDTECK CONSULTING, INC., MINDTECK INDIA

LIMITED TAIB SECURITIES, SUSHEELA VERMA, ESQ.,

Third-Party Defendants.

________________________________________

 

Submitted December 21, 2005 - Decided:

Before Judges Grall and Kimmelman.

On appeal from Superior Court of New Jersey, Law Division, Middlesex County, MID-L-9532-02.

Susheela Verma, attorney for appellant.

Slavin & Morse, attorneys for respondents (Darren C. Kayal, on the brief).

PER CURIAM

Plaintiff-appellant (Softpro) appeals from a summary judgment entered July 21, 2004 dismissing its complaint against defendants-respondents (Scosys). The remaining defendants are the principals of Scosys.

Both parties are engaged in the computer software business. Plaintiff was interested in purchasing all of the assets or stock of defendant. A third party defendant (Mindteck) was similarly interested. The parties orally agreed to the purchase and sale with defendant demanding and receiving $50,000 from plaintiff. Plaintiff claims the $50,000 was a down-payment. Defendant disputes this claim and points out that it executed a promissary note and a mortgage to secure the $50,000 as a loan.

On June 14, 2002, the parties did execute an "Initial Due Diligence Agreement" which, among other things, provided that "If the parties decide to proceed, a formal Sale/Purchase Agreement shall be drafted by the parties' attorney." The parties never came to a formal agreement for the purchase price of the business. Eventually, the business was sold to a third party and the $50,000 loan was repaid. Plaintiff instituted this action claiming the $50,000 was a down-payment for the business and that the purchase price could be determined by a formula.

We have thoroughly reviewed the record and are satisfied that a contract of sale never came into being. See Johnson & Johnson v. Charmley Drug Co., 11 N.J. 526, 538 (1953). The parties obviously contemplated and intended that the purchase/sale of the business would take place and be evidenced by a formal written agreement as evidenced by the "Initial Due Diligence Agreement." No such formal agreement was ever drafted or signed. The parties did not intend to be bound except upon signing an agreement in writing which never occurred.

 
In reviewing the facts developed through discovery and considering the same in the light most favorable to the plaintiff, R. 4:46-2, we are satisfied that no rational fact finder could resolve the alleged dispute in favor of the plaintiff. Brill v. Guardian Life Insurance Company of America, 142 N.J. 520 (1995).

Affirmed.

(continued)

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A-0418-04T3

 

January 5, 2006