DIRECT SOURCE, INC. v. PATEL CONSULTANTS CORP.

(NOTE: The status of this decision is .)
 

NOT FOR PUBLICATION WITHOUT THE

APPROVAL OF THE APPELLATE DIVISION

SUPERIOR COURT OF NEW JERSEY

APPELLATE DIVISION

DOCKET NO. A-2202-07T22202-07T2

DIRECT SOURCE, INC. and

THINKCENTRIC, INC., formerly

known as Pyramid Consulting

Services, Inc.,

Plaintiffs-Respondents/

Cross-Appellants,

v.

PATEL CONSULTANTS CORP.,

JOHN MORRISON,

Defendants-Appellants/

Cross-Respondents,

and

BODHAYAN SHARMA,

Defendant.

 

Submitted May 19, 2009 - Decided

Before Judges Winkelstein, Fuentes and Chambers.

On appeal from the Superior Court of New Jersey, Law Division, Monmouth County, L-3310-04.

Bernstein & Marks, attorneys for appellants/ cross-respondents (Robert A. Marks, on the brief).

LeClair Ryan, attorneys for respondents/ cross-appellants (Joseph P. Paranac, Jr., of counsel and on the brief; Laura H. Corvo, on the brief).

PER CURIAM

Defendants Patel Consultants Corporation (Patel) and Patel's sales manager John Morrison appeal from a $61,225.60 judgment against them for compensatory damages payable to plaintiffs Direct Source Consulting, Inc. and ThinkCentric, Inc. (formerly known as Pyramid Consulting Services, Inc.) (Pyramid), arising out of the placement of Bodhayan Sharma as a temporary information technology employee with Johnson & Johnson (J&J). We affirm.

In 2004, plaintiffs filed a complaint and an amended complaint against defendants, alleging: breach of contract and breach of the covenant of good faith and fair dealing by Patel regarding a Contractor Agreement between plaintiffs and defendants; similar breaches by Sharma regarding an Employee Consent Agreement he signed; fraud; tortious interference by defendants with the Employee Consent Agreement; and conspiracy. Plaintiffs sought injunctive relief, compensatory and punitive damages, and counsel fees.

In an order dated July 23, 2004, Judge Lehrer granted summary judgment to Sharma, "without prejudice to rejoinder if facts discovered warrant same." The court transferred the case to the Law Division. Sharma was never reinstated as a defendant.

Judge English held a bench trial over five days between March 27 and July 16, 2007. On November 30, 2007, the court issued a thirty-one-page written opinion, confirmed in a final judgment of that date, dismissing a number of plaintiffs' claims, but awarding plaintiffs judgment against defendants in the amount of $61,225.60, plus interest and costs of suit; the court denied plaintiffs' request for counsel fees.

Defendants contend that the court erred because plaintiffs failed to prove an actionable tortious interference claim; failed to establish proximate cause related to the claimed wrongs and plaintiffs' asserted damages; failed to prove malice; and defendants could not have breached an implied covenant of good faith and fair dealing after the contract between the parties ended on June 30, 2003. Defendants further claim that even if the court did not err regarding liability, the damages award was excessive. On appeal, defendants raise the following issues for our consideration:

POINT I:

THE EMPLOYEE CONSENT, BEING SOLELY A RESTRICTIVE COVENANT AGAINST SHARMA PROHIBITING HIS FUTURE PLACEMENT AT J&J, DID NOT PROVIDE PLAINTIFFS WITH ANY REASONABLE EXPECTATION OF FUTURE ECONOMIC ADVANTAGE OR BENEFIT FROM SHARMA'S PLACEMENT AT J&J AFTER JUNE 30, 2003. THEREFORE, THE EMPLOYEE CONSENT CANNOT, AS A MATTER OF LAW, BE THE SUBJECT OF ACTIONABLE TORTIOUS INTERFERENCE.

POINT II:

THE RECORD BELOW CLEARLY ESTABLISHED THAT PYRAMID WAS NOT A PREFERRED VENDOR AND THEREFORE WAS NOT IN A POSITION TO PLACE SHARMA ON THE NEW ASSIGNMENT PURSUANT TO J&J'S POLICY OF PROVIDING REQUISITIONS ONLY TO PREFERRED VENDORS. THEREFORE, PATEL'S CONDUCT, EVEN IF TORTIOUS, WAS NOT A PROXIMATE CAUSE OF ANY LOSSES BY PLAINTIFFS.

POINT III:

WHERE THE COURT BELOW CORRECTLY FOUND THAT THE CONTRACTOR AGREEMENT ENDED ON JUNE 30, 2003, AND THAT THE NON-SOLICIATION PROVISION DID NOT APPLY, THE COURT BELOW MADE AN INCORRECT CONCLUSION OF LAW THAT DEFENDANT'S POST-TERMINATION CONDUCT CONSTITUTED A BREACH OF AN IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING UNDER A CONTRACT THAT NO LONGER EXISTED.

POINT IV:

THE COURT BELOW INCORRECTLY FOUND THAT BY SEPTEMBER 30, 2003 PATEL CONTACTED SUE JOHNSON (AT J&J) REGARDING THE PROSPECT OF A NEW ASSIGNMENT FOR SHARMA.

POINT V:

THE EVIDENCE DID NOT SUPPORT A FINDING OF "MALICE" SUFFICIENT TO JUSTIFY A FINDING OF TORTIOUS INTERFERENCE.

POINT VI:

THE COURT'S AWARD CONSTITUTED AN UNFAIR AND IMPROPER WINDFALL TO PLAINTIFFS WHICH, UNDER THE RECORD BELOW, IN NO WAY REFLECTED THE SHARE PLAINTIFFS WOULD HAVE RECEIVED IF THEY HAD PARTICIPATED IN THE NEW ASSIGNMENT.

Plaintiffs filed a cross-appeal, contending that the court erred by dismissing their claims for breach of contract and for punitive damages.

We reject all of these arguments and affirm the final judgment substantially for the reasons expressed by Judge English in his comprehensive opinion. Plaintiffs' and defendants' arguments challenging the final judgment are without sufficient merit to warrant discussion in a written opinion. R. 2:11-3(e)(1)(A), (E).

Affirmed.

(continued)

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A-2202-07T2

June 8, 2009