ROBERT J. PACILLI HOMES, LLC v. PILESGROVE TOWNSHIP PLANNING BOARD

NOT FOR PUBLICATION WITHOUT THE

APPROVAL OF THE APPELLATE DIVISION

SUPERIOR COURT OF NEW JERSEY

APPELLATE DIVISION

DOCKET NOS. A-0

A-3943-12T3

ROBERT J. PACILLI HOMES, LLC.,

Plaintiff-Respondent,

v.

PILESGROVE TOWNSHIP PLANNING BOARD,

JOHN OBER, CHAIRMAN OF THE PILESGROVE

TOWNSHIP PLANNING BOARD and TOWNSHIP

OF PILESGROVE, WILLIAM HORNER, JR.,

JIM MCKELVIE, CHRIS WARREN and

ALAIMO ASSOCIATION ENGINEERS,

Defendants-Appellants.

GRACIELA RODRIQUEZ,

Plaintiff-Respondent,

v.

TOWNSHIP OF PILESGROVE, a municipal

corporation of the State of New Jersey and

the PLANNING BOARD OF THE TOWNSHIP OF

PILESGROVE, a duly created municipal body

of the Township of Pilesgrove,

Defendants-Appellants.

February 13, 2015

Submitted January 28, 2015 Decided

Before Judges Waugh and Carroll.

On appeal from the Superior Court of New Jersey, Law Division, Salem County, Docket Nos. L-319-05 and L-90-06.

John G. Hoffman, attorney for appellants.

Holston, MacDonald, Uzdavinis, Ziegler & Lodge, attorneys for respondent Robert J. Pacilli Homes, LLC (William F. Ziegler, on the brief).

Ross Levitsky, attorney for respondent Graciela Rodriquez.

PER CURIAM

Following more than six years of litigation, in June 2012, defendant Township of Pilesgrove (Pilesgrove or Township) entered into separate settlement agreements with plaintiffs, Robert J. Pacilli Homes, LLC (Pacilli), and Graciela Rodriguez (Rodriguez). Several months after both cases were dismissed, Pilesgrove sought to recoup attorney's fees that it paid to both plaintiffs pursuant to a 2007 trial court order that a panel of this court reversed in 2009. Pacilli Homes, LLC v. Pilesgrove Twp. Planning Bd., Nos. A-3271-06, A-4226-06 (App. Div. February 13, 2009); Rodriguez v. Twp. of Pilesgrove, No. A-3301-06 (February 13, 2009). In these back-to-back matters, which we consolidate for purposes of this opinion, Pilesgrove appeals from the Law Division's February 22, 2013 orders denying its motions seeking reimbursement for the vacated fee awards. For the reasons that follow, we affirm.

In their briefs, the parties essentially incorporate the procedural history set forth in our 2009 unpublished opinion, which addressed several orders that were entered during the first phase of this litigation (the prerogative writ phase).1 Summarizing, these actions arose out of two unrelated land use applications filed by plaintiff developers for residential subdivisions that were approved by the Pilesgrove Planning Board. The attorney for each developer then prepared and submitted documents required by the Planning Board approvals. The township solicitor refused to accept the submitted documents, and instead drafted his own documents and demanded they be accepted by the developers. When the parties reached an impasse, plaintiffs filed separate actions in lieu of prerogative writs, seeking to compel the township officials to accept the documents submitted by each developer's attorney and to sign the subdivision plats. Plaintiffs contended that the documents they submitted complied in all respects with the Planning Board's requirements, that the township solicitor attempted to impose additional requirements that were beyond the authority of the township committee to impose, and that some requirements sought to be imposed were not authorized by law. Plaintiffs also asserted various damages claims.

During the prerogative writ phase, the trial court entered a series of substantially similar orders in both cases that we reviewed in our 2009 opinion. Notably, Pilesgrove appealed from portions of January 24, 2007 orders that directed the Township to accept the documents in the form prepared by a special master appointed by the trial court, and to sign and release the subdivision plat for recording. The January 24, 2007 orders severed plaintiffs' damages claims, and stated that they constituted final orders. Pilesgrove also appealed trial court orders awarding Pacilli and Rodriguez counsel fees and costs of $40,859.56 and $20,999.74, respectively, under the frivolous litigation statute, N.J.S.A. 2A:15-59.1. Pacilli cross-appealed from a portion of a May 12, 2006 order granting the Township's request for a maintenance bond in perpetuity. In our 2009 opinion, we concluded that the trial court erred in awarding counsel fees and costs against the Township, and we reversed those awards. Id. (slip op. at 54-63). In all other respects, we affirmed the trial court's orders. Id. (slip. op. at 66).

The damages phase of both cases then continued in the trial court for three more years. Shortly before trial, on June 18, 2012, Pilesgrove entered into written settlement agreements with both plaintiffs. Pilesgrove's agreement with Rodriguez recites that "the parties have reached an agreement resolving all issues in the suit." Pilesgrove paid Rodriguez $600,000 pursuant to the settlement, and the case was dismissed. Section II B explained

This Settlement Agreement constitutes the entire agreement between [p]laintiff and [] [d]efendants with respect to the matters set forth herein, and it supercedes any and all prior oral or written agreements, commitments or understandings with respect to such matters.

No mention was made in the settlement agreement of any obligation by Rodriguez to refund the attorney's fees that Pilesgrove had paid in the intervening period between the 2007 trial court order and our 2009 decision reversing the fee award.

The handwritten settlement agreement between Pilesgrove and Pacilli recites that "the parties agree to settle the disputes between them upon the following terms and conditions." Under this agreement, Pilesgrove paid Pacilli $1,800,000, and the litigation was dismissed with prejudice. Again, the agreement was silent as to any obligation on the part of Pacilli to refund the attorney fee award to Pilesgrove.

On November 13, 2012, after both cases were dismissed with prejudice, Pilesgrove's attorney directed a letter to the Salem County Clerk's Office addressing the prior fee awards. The letter stated

Pursuant to the Appellate Division's consolidated order reversing the awards of counsel fees to both [p]laintiffs . . . this is to request judgment be entered upon the Civil Judgment and Order Docket in favor of Pilesgrove Township and against both . . . [p]laintiffs. The counsel fee awards were paid to [p]laintiffs and have not been repaid by [p]laintiffs.

Plaintiffs objected, and the court directed Pilesgrove to file a motion seeking the requested relief.

On January 28, 2013, Pilesgrove filed motions in the trial court to enter judgment against each plaintiff, reimbursing Pilesgrove for the counsel fee awards that were reversed on appeal. In a short supporting certification, Pilesgrove's attorney averred "The litigation has now ended consistent with a settlement of [p]laintiff[s'] claims which never addressed the counsel fee reimbursement judgment."

The trial court denied Pilesgrove's motions on February 22, 2013. In an oral opinion, the court noted that there had been a "great deal of settlement negotiations and back and forth [] last summer," and that the settlement "disposed of all issues in the litigation, including claims brought by the respective parties." The court found that "information [regarding the vacated fee award] was available to the attorneys while they were in the negotiation process when the case was settled and dismissed with prejudice." The motion judge concluded

[T]here's no court rule or statute or case law that allows this [c]ourt, absent a vacation of the settlement or a [motion] to vacate the dismissal, that allows me to enter judgment on a three-year-old Appellate Division case that was certainly within the contemplation and knowledge of the parties that they had paid the money, [and] that it was not returned by the time that they had settled it. . . .

On appeal, Pilesgrove argues that the court erred in denying its motions to direct the clerk to enter judgments based on our 2009 decision reversing the counsel fee awards that Pilesgrove had previously paid to plaintiffs. We disagree.

We briefly state the principles that guide our analysis. "'Settlement of litigation ranks high in our public policy.'" Nolan v. Lee Ho, 120 N.J. 465, 472 (1990) (quoting Jannarone v. W.T. Co., 65 N.J. Super. 472, 476 (App. Div.), certif. denied, 35 N.J. 61 (1961)). "Public policy favors the settlement of disputes." Willingboro Mall, Ltd. v. 240/242 Franklin Ave., L.L.C., 215 N.J. 242, 253 (2013). In furtherance of the strong policy of enforcing settlements, "our courts 'strain to give effect to the terms of a settlement wherever possible.'" Brundage v. Estate of Carambio, 195 N.J. 575, 601 (2008) (citation omitted). Therefore, an agreement to settle a lawsuit will be honored and enforced in the absence of fraud or other compelling circumstances. Pascarella v. Bruck, 190 N.J. Super. 118, 124-25 (App. Div.), certif. denied, 94 N.J. 600 (1983).

A trial judge's factual findings and conclusions concerning a settlement agreement are unassailable, as long as they are supported by the record. Lahue v. Pio Costa, 263 N.J. Super.575, 595-97 (App. Div.), certif. denied, 134 N.J.477 (1993). Our review of a trial judge's findings is a limited one. Fagliarone v. Twp. of N. Bergen, 78 N.J. Super. 154, 155 (App. Div.), certif. denied, 40 N.J. 221 (1963). We will defer to the trial judge's factual findings that are well-supported by competent evidence in the record. Brunson v. Affinity Fed. Credit Union, 199 N.J. 381, 397 (2009).

A settlement of a legal claim between parties is a contract like any other contract. Nolan, supra, 120 N.J.at 472. A settlement agreement is subject to the ordinary principles of contract law. Thompson v. City of Atlantic City, 190 N.J.359, 374 (2007). Interpretation of a contract is a question of law. E.g., Selective Ins. Co. of Am. v. Hudson E. Pain Mgmt. Osteopathic Med. & Physical Therapy, 210 N.J.597, 605 (2012). The court's ultimate goal is to determine the intent of the parties, as expressed in the language they used in the contract. Onderdonk v. Presbyterian Homes of N.J., 85 N.J.171, 183-84 (1981); Celanese Ltd. v. Essex Cnty. Improvement Auth., 404 N.J. Super.514, 528 (App. Div. 2009). In divining the parties' intent, the contract should be read as a whole, in "accord with justice and common sense." Cumberland Cnty. Improvement Auth. v. GSP Recycling Co., 358 N.J. Super.484, 497 (App. Div.) (quoting Krosnowski v. Krosnowski, 22 N.J.376, 387 (1956)) (citation and internal quotation marks omitted), certif. denied, 177 N.J.222 (2003); accord495 Corp. v. N.J. Ins. Underwriting Ass'n, 86 N.J.159, 164 (1981).

Unambiguous language controls the rights and obligations of the parties, even if it was unwise in hindsight. The court will not make a "more sensible contract than the one" the parties made for themselves. Kotkin v. Aronson, 175 N.J. 453, 455 (2003); Kampf v. Franklin Life Ins. Co., 33 N.J. 36, 43 (1960). The parties, especially sophisticated ones, are generally in the best position to determine their respective needs and obligations in negotiating a contract. Brundage, supra, 195 N.J. at 601.

In the present case, the settlement agreements are clear and unambiguous. Read together, they "resolv[e] all issues" and "settle the disputes" between the parties. They constitute the "entire agreement" between the parties, and "supercede[] any and all prior oral or written agreements, commitments[,] or understandings." Ultimately, upon full payment of the enumerated amounts by Pilesgrove, the agreements provide for the dismissal with prejudice of both actions, finally terminating more than six years of litigation.

Moreover, the record is devoid of any evidence that during the three-year period following our 2009 decision reversing the counsel fee awards, Pilesgrove ever sought reimbursement for the counsel fees that it paid. Pilesgrove certainly could have sought to offset the counsel fee reimbursements against the amounts it agreed to pay plaintiffs on their damages claims. It also could have sought to "carve out" the fee reimbursement issue from the claims that were resolved in the settlement agreements. Whether by design or inadvertence, Pilesgrove's failure to reference the fee issue in the settlement agreements is fatal to its claims. Nonetheless, it failed to do so. To allow Pilesgrove to belatedly seek to recover these fees, after the cases were settled and dismissed, not only contravenes the express language of the agreements, but would also frustrate the finality that these settlements were clearly intended to achieve.

Affirmed.

1 As a result, the parties have not included in their appendices copies of the pleadings or the large majority of the trial court orders that were appealed from in the prerogative writ phase, including the orders directing Pilesgrove to pay plaintiffs' counsel fees.