BRUCE L. KAPLAN v. TOWNSHIP OF OLD BRIDGE

NOT FOR PUBLICATION WITHOUT THE
               APPROVAL OF THE APPELLATE DIVISION

                                  SUPERIOR COURT OF NEW JERSEY
                                  APPELLATE DIVISION
                                  DOCKET NO. A-6206-08T3

BRUCE L. KAPLAN,

     Plaintiff-Respondent,

v.

TOWNSHIP OF OLD BRIDGE,

     Defendant-Appellant.


         Submitted August 31, 2010 - Decided   September 7, 2010

         Before Judges LeWinn and J. N. Harris.

         On appeal from the Superior Court of New
         Jersey, Law Division, Middlesex County,
         Docket No. L-3386-06.

         Lawrence B. Sachs, attorney for appellant.

         Cahn   &   Parra,   L.L.C.,   attorneys   for
         respondent (Steven D. Cahn, on the brief).

PER CURIAM

     This is not the first time we have encountered the parties'

dispute over an arrangement to pay for insurance consulting

services. See Kaplan v. Twp. of Old Bridge, No. A-2703-07T2

(App. Div. Jan. 15, 2009) (Kaplan I). This latest appeal reviews

whether, on remand, plaintiff demonstrated an entitlement to a

judgment for money damages against defendant municipality

pursuant to a theory of quantum meruit. The trial court awarded

plaintiff $24,750 in quantum meruit-based damages, which when

added to other monies received (outside of litigation) for

services relating to an annual insurance consulting arrangement,

added up to $38,500 out of an overall expectancy of $55,000.

Because we do not agree that plaintiff produced sufficient

evidence that he deserved more than that already paid to him by

defendant, we reverse the determination of the Law Division,

vacate the judgment, and dismiss the complaint with prejudice.

                               I.

    We need not repeat in detail the factual background because

our earlier opinion ably set it forth at length. After

concluding that the parties' long-standing insurance consulting

arrangement was without provenance pursuant to the Local Public

Contracts Law (LPCL), N.J.S.A. 40A:11-1 to -51, we nevertheless

remanded the dispute to evaluate plaintiff's "likely quantum

meruit claim." Kaplan I, supra, slip op. at 6. Our mandate to

the Law Division was distilled to obtain an answer to the

question whether "commissions and other payments [plaintiff]

earned for his efforts from October 1, 2005 to January 1, 2006

were . . . fully paid." Ibid. "Obviously, if plaintiff has

received fair and full compensation for all his efforts

performed before his arrangement with the Township was




                                                            A-6206-08T3
                               2

terminated, he would not be entitled to recover damages in this

lawsuit." Ibid.

     The parties agreed that plaintiff was paid three monthly

installments of approximately $4,583 for work done between

October 1, 2005 and January 1, 2006. The two sides could not

agree, however, whether more compensation was deserved for work

done earlier in negotiating favorable annual insurance contracts

beginning, coincidentally, on October 1, 2005.

     The Law Division, in a bench trial, considered the

documentary evidence and testimony from three witnesses. In a

written opinion, the court determined that because plaintiff

"expected to be paid" for his efforts in negotiating the 2005-

2006 health insurance contracts and the "Township received the

benefits of those services," plaintiff had not been fully

compensated by only the payment of the three installments of

$4,583 each. Instead, the court found that for the remaining

nine months of the policy's annual term----a period during which

plaintiff performed no services at all on behalf of defendant----

the value of the virtual services that plaintiff was entitled to

recover on an equitable basis was the sum of $2,750 per month.

Accordingly, the trial court entered judgment in plaintiff's

favor in the amount of $24,750. This appeal followed.




                                                            A-6206-08T3
                                3

                               II.

    Our review on appeal focuses upon whether there was

sufficient credible evidence to support the trial court's

findings, Real v. Radir Wheels, Inc., 
198 N.J. 511, 527 n.11

(2009) (citing State v. Chun, 
194 N.J. 54, 88, cert. denied, ___

U.S. ___, 
129 S. Ct. 158, 
172 L. Ed. 2d 41 (2008)), tempered by

the principle that a "trial court's interpretation of the law

and the legal consequences that flow from established facts are

not entitled to any special deference." Manalapan Realty, L.P.

v. Twp. Comm. of Manalapan, 
140 N.J. 366, 378 (1995) (citations

omitted). Thus, our review of a trial judge's interpretation of

law and the application of law to facts is de novo. Mountain

Hill, LLC v. Twp. Comm. of Middletown, 
403 N.J. Super. 146, 193

(App. Div. 2008).

    Quantum meruit, "which literally means 'as much as is

deserved,'" Kas Oriental Rugs, Inc. v. Ellman, 
394 N.J. Super.
 278, 286 (App. Div.), certif. denied, 
192 N.J. 74 (2007), is a

remedy that "'rests on the equitable principle that a person

shall not be allowed to enrich himself unjustly at the expense

of another.'"   Starkey, Kelly, Blaney & White v. Estate of

Nicolaysen, 
172 N.J. 60, 68 (2002) (quoting Weichert Co.

Realtors v. Ryan, 
128 N.J. 427, 437 (1992)).   Thus, we strive to

apply the equitable remedy of quantum meruit only "when one




                                                            A-6206-08T3
                                4

party has conferred a benefit on another, and the circumstances

are such that to deny recovery would be unjust."   Weichert,

supra, 
128 N.J. at 437.   The remedy exists to prevent a windfall

to one party and is "'imposed by the law for the purpose of

bringing about justice.'"   St. Barnabas Med. Ctr. v. County of

Essex, 
111 N.J. 67, 79 (1988) (quoting St. Paul Fire & Marine

Ins. Co. v. Indem. Ins. Co. of N. Am., 
32 N.J. 17, 22 (1960)).

The test for entitlement is as follows:

         To recover under a theory of quantum meruit,
         a   plaintiff   must   establish:   "(1)  the
         performance of services in good faith, (2)
         the acceptance of the services by the person
         to   whom   they   are    rendered,   (3)  an
         expectation of compensation therefor, and
         (4) the reasonable value of the services."
         Longo v. Shore & Reich, Ltd., 
25 F.3d 94, 98
         (2d Cir. 1994)

         [Starkey, Kelly, Blaney & White v. Estate of
         Nicolaysen, supra, 
172 N.J. at 68.]

    In this case, plaintiff's claim in quantum meruit was based

on the facts that he performed services during the months prior

to the October 1, 2005 commencement date for the 2005-2006

insurance contracts, resulting in the insurance being available

to defendant; that the Township accepted and benefited from

those services provided; and that plaintiff performed the

services expecting compensation throughout the entire term of

those insurance contracts even though he completed the

negotiation services and was adequately compensated therefor


                                                            A-6206-08T3
                                5

long before the benefits ever accrued to defendant. The problem

with this claim is that the mandate of the remand limited

plaintiff's potential quantum meruit recovery only to those

activities he performed during the three-month period of October

2005 until the end of that calendar year. He did not negotiate

any of the significant insurance contracts at issue for

defendant during that window of time and it was a mistaken

exercise of equitable jurisdiction to award quantum meruit

damages based upon those negotiations long since completed.

Essentially, plaintiff was rewarded for doing no work in the

critical period (October 1, 2005 until January 1, 2006) based

upon the availability of insurance to the Township in the future

(January 1, 2006 until October 1, 2006). Even though it was

through plaintiff's efforts that such insurance coverage existed

during the critical time period at issue, he had already

received as much as he deserved for it.

    The judgment of the Law Division is reversed and vacated.

The complaint is dismissed with prejudice.




                                                            A-6206-08T3
                               6