LAWRENCE WRIGHT v. UNITED FOOD AND COMMERCIAL WORKERS LOCAL 152

NOT FOR PUBLICATION WITHOUT THE

APPROVAL OF THE APPELLATE DIVISION

SUPERIOR COURT OF NEW JERSEY

APPELLATE DIVISION

DOCKET NO. A-0

LAWRENCE WRIGHT,

Plaintiff-Respondent,

v.

UNITED FOOD AND COMMERCIAL

WORKERS LOCAL 152,

Defendant-Appellant.

____________________________

September 9, 2016

Submitted August 9, 2016 Decided

Before Judges Sabatino and Gilson.

On appeal from Superior Court of New Jersey, Chancery Division, Gloucester County, Docket No. C-22-12.

O'Brien, Belland & Bushinsky, LLC, attorneys for appellant (Steven J. Bushinsky, Mark E. Belland, and Thomas F. Karpousis, of counsel; Mr. Bushinsky, on the brief).

Gruccio,Pepper, DeSanto& Ruth,PA, attorneys for respondent (Robert C. Litwack, of counsel, on the brief).

PER CURIAM

Defendant United Food and Commercial Workers Local 152 (United Food or defendant) appeals from an April 29, 2015 judgment issued after a bench trial. The Chancery Division ruled that plaintiff was entitled to recover $1842.22 and to receive future out-of-pocket medical expenses incurred as a result of the termination of the "Medigap" policy United Food had contractually agreed to provide to plaintiff. We affirm based on the fact findings made by Judge Anne McDonnell after she conducted a bench trial.

Judge McDonnell made express fact findings that are supported by the substantial credible evidence presented at trial. We will summarize some of the more relevant facts.

Plaintiff Lawrence Wright retired in 2005 after working as a business representative for the predecessor to United Foods. In connection with his retirement, plaintiff and United Foods executed a separation agreement that provided, among other things, that United Food "shall provide a 'Medigap' health policy to [plaintiff]. Such Medigap policy will include Dental, Vision, Prescription and Life Insurance until [plaintiff is] deceased."

The separation agreement also provided, in relevant part

6. [Plaintiff] hereby agrees to not make any negative statements or do anything that derogates the Union, or its services, reputation, officers, employees, financial status, or operations or that damages the Union in any business relationship.

. . . .

8. . . . [Plaintiff] has signed this Agreement voluntarily and with a full understanding of its terms and conditions, which, once effective, may not be amended, supplemented, cancelled or discharged except by a writing signed by the [plaintiff] and the Union.

In 2011, United Food was engaged in renegotiating a collective bargaining contract for union members at a business known as Venice Maid/Aunt Kitty's (Aunt Kitty's). Plaintiff previously worked at Aunt Kitty's and had been the union business representative there before his retirement. Moreover, plaintiff's sister and brother-in-law continued to work at Aunt Kitty's in 2011. Just before the members' vote on the contract, plaintiff called a union official at United Food, and in an ensuing conversation with several union officials, he stated that union members at Aunt Kitty's were not happy with the proposed contract. Plaintiff also informed the union officials that he thought the contract would not be approved and he suggested replacing the current union shop steward.

Thereafter, the Union contract was initially voted down by the union members. United Food, however, was successful in reopening negotiations and a new contract was accepted by union members.

In August 2011, United Food notified plaintiff that it was terminating his separation agreement because it believed he had violated section 6 by communicating with union members at Aunt Kitty's about the proposed contract. United Food also informed plaintiff that his Medigap health benefits would be terminated effective August 31, 2011, and it demanded that plaintiff repay United Food just over $46,000 for past benefits paid to him.

Plaintiff filed suit against United Food seeking damages for the non-payment of the Medigap health benefits and to compel the payment of future benefits. United Foods counterclaimed alleging that plaintiff had violated the separation agreement and that he should be compelled to reimburse United Food for past Medigap benefits and that the agreement should be terminated. United Food did not seek any injunctive relief.

Based on the evidence presented at trial, Judge McDonnell found that plaintiff had violated section 6 of the separation agreement by getting involved in the union contract negotiations at Aunt Kitty's. Critically, Judge McDonnell did not find any damages flowing from that violation. Moreover, Judge McDonnell also found that plaintiff's violation did not constitute grounds to terminate the separation agreement because the agreement did not provide for such a termination. In that regard, Judge McDonnell found: "The Separation Agreement is silent as to the remedy available to defendant in the event of a breach of Section 6. Section 8 provides that the Agreement 'may not be amended, supplemented, cancelled or discharged except by a writing signed by [plaintiff and United Food].'" Thus, Judge McDonnell found that United Food was not entitled to terminate the separation agreement under the facts as she found them.

Judge McDonnell then entered a judgment providing (1) plaintiff was entitled to receive $1842.22 as reimbursement for out-of-pocket medical expenses he incurred between 2011 and 2014; (2) United Food must continue to pay future out-of-pocket Medigap medical expenses for plaintiff; and (3) United Food's counterclaim was dismissed.

On appeal, United Food makes three related arguments: (1) the Chancery Division erred in not granting it a remedy for plaintiff's violation; (2) the Chancery Division erred in dismissing its counterclaim after finding that plaintiff violated the separation agreement; and (3) plaintiff's violation entitled United Food to cease providing Medigap benefits to plaintiff. Given the fact findings made by Judge McDonnell, we reject all of these arguments.

We review fact findings made at trial under a deferential standard of review. Seidman v. Clifton Savings Bank, S.L.A., 205 N.J. 150, 169 (2011). "[W]e do not disturb the factual findings and legal conclusions of the trial judge unless we are convinced that they are so manifestly unsupported by or inconsistent with the competent, relevant and reasonably credible evidence as to offend the interests of justice[.]" In re Trust Created By Agreement Dated December 20, 1961, ex rel. Johnson, 194 N.J. 276, 284 (2008) (quoting Rova Farms Resort, Inc. v. Investors Ins. Co. of Am., 65 N.J. 474, 484 (1974) (internal quotation and editing marks omitted)). In contrast, "'[a] trial court's interpretation of the law and the legal consequences that flow from established facts are not entitled to any special deference[,]' and [are] subject to de novo review." State v. Barrow, 408 N.J. Super. 509, 516-17 (App. Div.) (alterations in original) (quoting Manalapan Realty, L.P. v. Twp. Comm. of Manalapan, 140 N.J. 366, 378 (1995)), certif. denied, 200 N.J. 547 (2009).

All of United Food's arguments depend on its contention that the Chancery Division erred as a matter of law in holding that United Food had no remedy for plaintiff's breach of the separation agreement. Those arguments, however, misconstrue the essential fact findings made by Judge McDonnell. Nowhere in her findings did Judge McDonnell find that plaintiff breached the separation agreement so as to cause damages to United Food. Instead, Judge McDonnell found plaintiff "violated" section 6 of the separation agreement. Importantly, Judge McDonnell did not find any damages to United Food flowing from that violation. In that regard, we read Judge McDonnell's fact findings as finding a violation of Section 6, but with no resulting proven damages to United Food. Without damages, there is no breach of contract. Coyle v. Englander's, 199 N.J. Super. 212, 223 (App. Div. 1985) (identifying essential elements for breach of contract claim as "a valid contract, defective performance by the defendant, and resulting damages").

Moreover, the separation agreement must be read as an entire agreement. Judge McDonnell, who tried this case, did exactly that. While she found that plaintiff "had no business involving himself with the contract", she also found that United Food had no right, under the facts of this case, to "unilaterally terminate the separation agreement." In making those findings and reaching that conclusion, Judge McDonnell properly considered section 8 of the separation agreement as it applied to the facts. Because Judge McDonnell's fact findings and legal conclusion must be read in full context, we reject defendant's arguments that there was a finding of a breach without a remedy.

Affirmed.