PHILIP BLAZESKI, v. LANDER PROPERTY CONSULTING GROUP, LLC

Annotate this Case

NOT FOR PUBLICATION WITHOUT THE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-2630-20

PHILIP BLAZESKI, as
Successor-In-Interest
to GOCE BLAZESKI,

Plaintiff-Appellant,

LANDER PROPERTY
CONSULTING GROUP, LLC
and LEVI KELMAN,

Defendants-Respondents.
_________________________

Argued April 4, 2022 – Decided April 25, 2022

Before Judges Sumners and Petrillo.

On appeal from the Superior Court of New Jersey,
Law Division, Passaic County, Docket No. L-1214-20.

Erin Murphy Yoeli argued the cause for appellants
(Reynolds Law Group, LLC, attorneys; Scott E.
Reynolds and Erin Murphy Yoeli, on the briefs).

John J. Reilly argued the cause for respondents
(Bathgate, Wegener, & Wolfe, PC, attorneys;
Dominic J. Aprile, of counsel and on the brief; Daniel
J. Carbone, on the brief).

PER CURIAM

Philip Blazeski, (plaintiff) appeals from a Law Division order dated April

14, 2021, granting Lander Property Consulting Group, LLC, and Levi Kelman's

(defendants) motion for summary judgment in lieu of an answer. Plaintiff's

appeal is limited to that part of the order dismissing counts two and three of his

complaint. We reverse and remand for further findings.

On April 18, 2020, plaintiff filed suit in the Law Division asserting three

causes of action: breach of a promissory note; breach of a payment guaranty;

and unjust enrichment. In the complaint, plaintiff, whose name appears nowhere

on either the note or the guaranty, asserts that he is a successor-in-interest to

Goce Blazeski 1 via an assignment of the note. The thrust of the suit was an

effort to recover monies owed under a promissory note (note) which was

executed on December 23, 2019, by Blazeski, an unnamed third party who was

the lender under the note, and defendant Lander Property Consulting Group,

1
Goce Blazeski and plaintiff share the same sur name. To avoid confusion only
Goce Blazeski will be referred to as "Blazeski." Plaintiff will be referred to as
"plaintiff."
A-2630-20
2
LLC (Lander), who was the recipient of the funds borrowed pursuant to the note,

receiving a loan of $500,000.2 By its plain terms the note could not be assigned

without consent of both parties. It is undisputed that Lander never gave any

such consent.

The note was secured by a payment guaranty (guaranty) executed on the

same date by defendant Levi Kelman. 3 The guaranty acknowledges the

existence of the note calling it a "guaranteed obligation" and promises,

"unconditionally," the payments and performance owed by the note. In the

guaranty, Kelman, the guarantor, "irrevocably and unconditionally covenants

and agrees that [he] is liable" for the note as a "primary obligor." The guaranty

"unconditionally guarantees" the payment of the guaranteed obligation to Goce

Blazeski "and [his] successors, and assigns."

2
The recipient of funds under a promissory note is commonly referred to as
"the maker" to represent that the recipient is thereby "making" a promise to pay.
The lender is commonly referred to as the "payee" representing its status as the
one to be paid under the note. Those terms were used in the promissory note at
issue here. Kelman executed the promissory note for Lander as its authorized
signatory.
3
Kelman also executed the note as a "pledgor" in his individual capacity
regarding a security interest bearing on the obligation under the guaranty, as set
forth in section 17 of the note, and as an authorized signatory of 14 Summit
Street Holdings Urban Renewal Entity, LLC (Holdings) which pertained solely
to section 17.5 of the note. Neither Kelman individually nor Holdings executed
the note as a guarantor or obligor.
A-2630-20
3
The complaint alleges a default under the note and describes the

circumstances of collection and the rights and obligations under the note and

guaranty. The complaint specifically describes the assignment of the note as

having occurred on April 1, 2020. There is no reference in the complaint to the

guaranty having ever been assigned. Count one seeks recovery under the note

from Lander alone; count two seeks recovery under the guaranty from Kelman

alone; and count three seeks recovery under an unjust enrichment theory from

Kelman alone.

On May 26, 2020, defendants filed a motion for summary judgment in lieu

of an answer in accordance with Rule 4:6-2(e) and Rule 4:46. As a result of a

delay attributable to the COVID-19 pandemic, the court did not hear oral

argument until February 8, 2021. On April 14, 2021, the trial court granted the

motion for summary judgment and dismissed all three counts of plaintiff 's

complaint.

In granting the motion, the court considered section 14(b) of the note that

prohibited assignment, sale, negotiation, pledging, hypothecation, or transfer,

without the express written consent of Lander. No such consent was ever given.

The agreement was clear that any assignment made without the required consent

"is void ab initio." Given that there were no disputes of fact on this point, the

A-2630-20
4
court concluded in short order that the assignment was exactly that and thus

without "legal force or effect." The court further ruled that as the holder of a

defective assignment, plaintiff was not a party in interest and had no standing to

sue under the note. This appeal followed. 4 Plaintiff seeks reversal of the court's

dismissal of its guaranty claim (count two) and its unjust enrichment claim

(count three) arguing that both were assignable and dismissal was erroneous as

a matter of law.

II.

We begin our examination of the trial court order in light of our standard

of review. We review a ruling on a summary judgment motion de novo, applying

the same standard governing the trial court. Conley v. Guerrero, 228 N.J. 339,

346 (2017) (citing Templo Fuente De Vida Corp. v. Nat'l Union Fire Ins. Co. of

Pittsburgh, 224 N.J. 189, 199 (2016)). Thus, we consider, as the motion judge

did, "whether 'the competent evidential materials presented, when viewed in the

light most favorable to the non-moving party, are sufficient to permit a rational

factfinder to resolve the alleged disputed issue in favor of the non-moving

party.'" Holmes v. Jersey City Police Dep't, 449 N.J. Super. 600, 602-03 (App.

4
The appeal is taken only as to that part of the order dismissing counts two and
three.

A-2630-20
5 Div. 2017) (citation omitted) (quoting Brill v. Guardian Life Ins. Co. of Am.,

142 N.J. 520, 540 (1995)). "If there is no genuine issue of material fact, we

must then 'decide whether the trial court correctly interpreted the law.'"

DepoLink Ct. Reporting & Litig. Support Servs. v. Rochman, 430 N.J. Super.
325, 333 (App. Div. 2013) (quoting Massachi v. AHL Servs., Inc., 396 N.J.

Super. 486, 494 (App. Div. 2007)). We review issues of law de novo and accord

no deference to the trial judge's legal conclusions. Nicholas v. Mynster, 213 N.J. 463, 478 (2013).

In this case, the trial court was presented with a strictly legal question: the

interpretation of a contract. The construction of a written contract is almost

always a legal question for the court, suitable for disposition on summary

judgment, unless there is ambiguity or the need for parol evidence to aid in

interpretation. Driscoll Constr. Co. v. State Dep't of Transp., 371 N.J. Super.
304, 313-14 (App. Div. 2004) (citations omitted). The court's aim is to

determine the intentions of the parties to the contract, as revealed by the

language used, the relations of the parties, the attendant circumstances, and the

objects the parties were trying to attain. Id. at 313 (citation omitted). "[W]here

the terms of a contract are clear and unambiguous there is no room for

interpretation or construction and the courts must enforce those terms as

A-2630-20
6
written." Schor v. FMS Fin. Corp., 357 N.J. Super. 185, 191 (App. Div. 2002)

(quoting Karl's Sales and Serv., Inc. v. Gimbel Bros., Inc., 249 N.J. Super. 487,

493 (App. Div. 1991)).

In this appeal it is not argued that there is any ambiguity or need for parol

evidence. The appeal is premised entirely on the argument that the trial court

committed legal error in dismissing counts two and three because the guaranty

is a separately enforceable agreement that may be assigned and, like the

guaranty, the unjust enrichment claim is also freely assignable. It is also argued

that as to these counts the court mistakenly applied the summary judgment

standard under Rule 4:46 as opposed to the motion to dismiss standard under

Rule 4:6-2(e).

Unfortunately, we cannot discern the basis for the court's decision

regarding counts two and three, nor can we determine the standard applied by

the court as there is absolutely no discussion of counts two and three in the

court's opinion attached to its order dismissing the case. While the order is

captioned as "GRANTING DISMISSAL/SUMMARY JUDGMENT" and

dismisses the action, the opinion addresses only count one. Only the note is

discussed, and the legal conclusion is limited to the assignment of the note is

void ab initio. The standing determination is similarly limited in scope. While

A-2630-20
7
the parties have offered vigorous and clearly stated arguments in support of their

positions, and in opposition to one another's, without the benefit of knowing

why the court ruled as it did, we are incapable of rendering a decision.

III.

The function of "an appellate court is to review the decision of the trial

court, not to decide the motion tabula rasa." Est. of Doerfler v. Fed. Ins. Co.,

454 N.J. Super. 298, 302 (App. Div. 2018). Rule 1:7-4(a) states "[t]he court

shall, by an opinion or memorandum decision, either written or oral, find the

facts and state its conclusions of law thereon in all actions tried without a jury,

on every motion decided by a written order that is appealable as of right."

"Naked conclusions do not satisfy the purpose of [Rule] 1:7-4." Curtis v.

Finneran, 83 N.J. 563, 570 (1980). These requirements are unambiguous. See

Romero v. Gold Star Distrib., LLC, 468 N.J. Super. 274, 304 (App. Div. 2021).

"Meaningful appellate review is inhibited unless the judge sets forth the reasons

for his or her opinion." Giarusso v. Giarusso, 455 N.J. Super. 42, 53 (App. Div.

2018) (quoting Strahan v. Strahan, 402 N.J. Super. 298, 310 (App. Div. 2008)).

Here, the trial court failed to comply with Rule 1:7-4(a) because no

findings of fact or conclusions of law were memorialized regarding dismissal of

counts two and three. The court referenced these claims in its opinion when

A-2630-20
8
summarizing the arguments made by the parties but then ignored them and

addressed just count one. The court was clearly aware of these other counts as

they were distinct from count one and were asserted against a different

defendant.

Neither did the trial court supplement the record with its findings or

reasons pursuant to Rule 2:5-1(b) after the appeal was filed. 5 We cannot

determine from the record before us how and whether and under what standard

the trial court analyzed the parties' arguments regarding counts two and three.

Therefore, we reverse and remand to the trial court to make the requisite findings

of fact and conclusions of law in accordance with Rule 1:7-4. The basis for its

decision to dismiss shall be articulated orally or in writing and shall include

5 Rule 2:5-1(b) permits a judge "to file an amplification of a prior decision if it
is appealed." In re Proposed Quest Acad. Charter Sch. of Montclair Founders
Grp., 216 N.J. 370, 383 (2013). An amplification may supplement the court's
prior decision with a statement, opinion, or memorandum even if the
aforementioned did not exist prior to the appeal. See R. 2:5-1(b) ("If there is no
such prior statement, opinion or memorandum, the trial judge . . . [may] file with
the [c]lerk of the Appellate Division and mail to the parties a written opinion
stating findings of fact and conclusions of law."). As such, the Rule
"anticipates" and "expressly permits" a judge to file an amplification after a
party has filed an appeal and does not prohibit the judge from addressing issues
raised on appeal. In re Quest Acad. Charter Sch., 216 N.J. at 390; see, e.g.,
Scheeler v. Atl. Cnty. Mun. Joint Ins. Fund, 454 N.J. Super. 621, 625 n.1 (App.
Div. 2018) (affirming an order based on the trial court's amplification that
"thoroughly and correctly addressed" the issues on appeal).
A-2630-20
9
reference to the standard upon which it is relying. The remand proceeding shall

be completed within sixty days of the date of this opinion. We defer to the trial

court as to whether or not supplemental oral argument should be held.

Reversed and remanded for proceedings consistent with this opinion. We

do not retain jurisdiction.

A-2630-20
10

Some case metadata and case summaries were written with the help of AI, which can produce inaccuracies. You should read the full case before relying on it for legal research purposes.

This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.