MARTIN MARANO v. CHRISTOPHER GLANCEY

NOT FOR PUBLICATION WITHOUT THE
                      APPROVAL OF THE APPELLATE DIVISION
     This opinion shall not "constitute precedent or be binding upon any court."
      Although it is posted on the internet, this opinion is binding only on the
        parties in the case and its use in other cases is limited. R. 1:36-3.




                                       SUPERIOR COURT OF NEW JERSEY
                                       APPELLATE DIVISION
                                       DOCKET NO. A-0669-16T2

MARTIN MARANO,

              Plaintiff-Respondent,

v.

CHRISTOPHER GLANCEY, JOSEPH
RAGUSA, ALFRED IANNELLI, JOHN
CIRONE, NORTHSTAR SERVICES, LTD.,
and J&E, INC.,

              Defendants/Third-Party
              Plaintiffs-Appellants,

v.

MJM INVESTMENT PROPERTIES, LLC,
NORTHSTAR LOGISTICS OF VIRGINIA
INC., GEORGE GETTY, ATLANTIC
NATIONWIDE TRUCKING, INC., JOHN
WISEMAN, FALCON EXPRESS, INC.,
TRANSPRO INTERMODAL TRUCKING,
INC.,

          Third-Party Defendants.
__________________________________

MARTIN MARANO,

              Plaintiff,

v.

CHRISTOPHER GLANCEY, JOSEPH
RAGUSA, ALFRED IANELLI, JOHN
CIRONE, NORTHSTAR SERVICES,
LTD., and J&E, INC.,

          Defendants.
________________________________

CHRISTOPHER GLANCEY, JOSEPH
RAGUSA, ALFRED IANELLI, JOHN
CIRONE, NORTHSTAR SERVICES,
LTD., and J&E, INC.,

         Plaintiffs,

v.

MARTIN MARANO,

          Defendant.
_________________________________

         Argued December 7, 2017 – Decided December 22, 2017

         Before Judges Simonelli, Haas and Rothstadt.

         On appeal from Superior Court of New Jersey,
         Law Division, Camden County, Docket No. L-
         0686-15.

         Timothy J. Bloh argued the cause for
         appellants (Fox Rothschild, LLP, attorneys;
         Timothy J. Bloh and Christopher C. Fallon,
         III, of counsel and on the brief; Nathan M.
         Buchter, on the brief).

         Aya M. Salem argued the cause for respondent
         (Conrad O'Brien PC, attorneys; John A.
         Guernsey, Aya M. Salem, and Scott M. Vernick,
         on the brief).

PER CURIAM

     This matter returns to us after remand proceedings directed

by our previous opinion.   Marano v. Glancey, No. A-4955-14 (App.

                                2                         A-0669-16T
2 Div. Feb. 22, 2016) (slip op. at 1-2, 15-18).                    In compliance with

our   instructions,        Judge   Louis       Meloni    canvassed      the   existing

record, permitted the parties to submit additional documentation,

and conducted a plenary hearing.                 On July 15, 2016, the judge

rendered     a   comprehensive       and        thoughtful       written      opinion,

concluding that the parties intended to submit the issues involved

in this case to binding arbitration.                  The judge also reviewed and

confirmed the arbitrator's award entered on January 20, 2016 in

favor of plaintiff Martin Marano.                 On September 2, 2016, Judge

Anthony Pugliese1 denied a motion for reconsideration filed by

defendants Christopher Glancey, Joseph Ragusa, Alfred Iannelli,

John Cirone, Northstar Services, Ltd., and J&E, Inc.

       Defendants now appeal from the July 15, 2016 and September

2, 2016 orders.       We affirm.

       We incorporate herein the procedural history and facts set

forth in our prior opinion.          Id. at 1-11.            We remanded the matter

to the trial court after determining there was an ambiguity in

Section 11.9 of the parties' Stock Purchase Agreement (SPA) as to

whether the matters in dispute between them were subject to

arbitration.     Id. at 15-16.       After reviewing the record developed

by    the   parties   in    connection         with    the    initial   appeal,       the


1
    Judge Meloni       retired      before       defendants'      motion      could    be
considered.

                                           3                                    A-0669-16T2
transcript of the arbitration proceeding, and the arbitrator's

January 20, 2016 decision, Judge Meloni conducted a plenary hearing

at which Marano and Glancey were the only witnesses.

     As detailed in the judge's decision, Marano explained he was

seventy-five years old at the time the parties negotiated their

agreement and had no interest in engaging in "lengthy litigation"

if a dispute arose.    Therefore, "he insisted on arbitration."        The

first   draft   of   the   SPA   made   "no   reference   whatsoever    to

arbitration."    Accordingly, Marano instructed his attorney to

ensure that the matters involved in this case would be arbitrated.

     Marano introduced two subsequent drafts of the SPA, which

showed that the arbitration provision was then added.             Marano

testified he did not personally review the language, "but told his

attorney what he wanted and why."       After further negotiations, the

final version of the SPA, including the arbitration provision, was

executed by both parties.

     Judge Meloni found that Marano's testimony on the parties'

negotiations was "credible and made sense[.]"        The judge observed

that the parties' agreement "was not a boilerplate contract imposed

upon some unsuspecting consumer."       The judge also noted that both

Marano and Glancey had been involved in business for a number of

years and "were and are sophisticated.        They were each represented

by experienced counsel and negotiated at arm's length."

                                    4                            A-0669-16T2
     Glancey testified that he did not agree to submit the matters

involved in this case to binding arbitration.         In support of this

claim, Glancey alleged that the arbitration requirement set forth

in Section 11.9(b) of the SPA was only intended to apply to "pre-

closing disputes to resolve any issue which may arise. . . ."

However, Judge Meloni rejected Glancey's allegation, finding that

Section 11.9(b) "clearly refers to arbitration of disputes arising

under the Promissory Note, which could only arise post-closing."

Thus, the judge concluded that Glancey's assertion that the parties

did not intend to arbitrate these matters was "not . . . credible

especially in light of the fact that [Glancey] testified that he

was involved in the drafting of the agreement, and his extensive

contract and entrepreneurial experience."

     After finding that the parties had consented to arbitration,

Judge   Meloni   reviewed   and   confirmed    the    January   20,   2016

arbitrator's     award.       Defendants      filed     a   motion     for

reconsideration.    Judge Pugliese listened to a recording of the

plenary hearing, reviewed the parties' submissions, and denied

defendants' motion.       In a thorough oral decision rendered on

September 2, 2016, the judge explained that "[n]o new facts that

could not have been presented at the plenary hearing have been

raised [by defendants, and] [n]o legal issues were overlooked."

This appeal followed.

                                   5                              A-0669-16T2
     On appeal, defendants first argue that Judge Meloni did not

follow our remand instructions and rendered a decision that "was

fatally flawed because [the decision] did not analyze all of the

extrinsic evidence."        We disagree.

     Our review of a trial court's fact-finding in a non-jury case

is limited.     Seidman v. Clifton Sav. Bank, S.L.A., 
205 N.J. 150,

169 (2011).     "The general rule is that findings by the trial court

are binding on appeal when supported by adequate, substantial,

credible evidence.     Deference is especially appropriate when the

evidence   is    largely     testimonial    and   involves   questions      of

credibility."     Ibid. (quoting Cesare v. Cesare, 
154 N.J. 394, 411-

12 (1998)).     The trial court enjoys the benefit, which we do not,

of observing the parties' conduct and demeanor in the courtroom

and in testifying.         Ibid.   Through this process, trial judges

develop a feel of the case and are in the best position to make

credibility assessments. Ibid. We will defer to those credibility

assessments unless they are manifestly unsupported by the record.

Weiss v. I. Zapinsky, Inc., 
65 N.J. Super. 351, 357 (App. Div.

1961).     However,    we    owe   no   deference   to   a   trial   court's

interpretation of the law, and review issues of law de novo.

Mountain Hill, L.L.C. v. Twp. Comm. of Middletown, 
403 N.J. Super.
 146, 193 (App. Div. 2008), certif. denied, 
197 N.J. 129 (2009).



                                        6                            A-0669-16T2
     Applying      these    standards,       we   conclude   that    defendants'

arguments are without sufficient merit to warrant discussion in a

written opinion.     R. 2:11-3(e)(1)(E).           We affirm substantially for

the reasons stated by Judge Meloni in his thoughtful written

opinion.     The judge fully discharged the responsibilities we

assigned to the trial court in our prior opinion, conducted a

plenary hearing, and considered the parties' respective claims.

The judge's factual findings, including his specific credibility

determinations supporting his conclusion that both parties agreed

to arbitrate the dispute involved in this case, are amply supported

by the record and, in light of those facts, his legal conclusions

are unassailable.      Therefore, we affirm the July 15, 2016 order

confirming the arbitrator's January 20, 2016 award to plaintiff.

     Defendants      also    assert   that        Judge   Pugliese   abused     his

discretion by denying their motion for reconsideration.                    Again,

we disagree.

     We review the denial of a motion for reconsideration to

determine    whether   the    trial    court       abused    its   discretionary

authority.   Cummings v. Bahr, 
295 N.J. Super. 374, 389 (App. Div.

1996).   Reconsideration should only be used "for those cases which

fall into that narrow corridor in which either 1) the [c]ourt has

expressed    its   decision    based     upon      a   palpably     incorrect    or

irrational basis, or 2) it is obvious that the [c]ourt either did

                                         7                                A-0669-16T2
not   consider,   or   failed   to   appreciate   the   significance    of

probative, competent evidence[.]”        Id. at 384 (quoting D’Atria v.

D’Atria, 
242 N.J. Super. 392, 401-02 (Ch. Div. 1990)).

      As Judge Pugliese found after his thorough review of the

record, defendants presented "[n]o new facts" in support of their

motion for reconsideration, and failed to identify any legal issues

that Judge Meloni "overlooked."          Thus, Judge Pugliese did not

abuse his discretion by denying defendant's motion.

      Affirmed.




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