Mark J. Naughton v. County of Camden ( 2024 )

NOT FOR PUBLICATION WITHOUT THE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-3175-21
MARK J. NAUGHTON,
Plaintiff-Appellant,
v.
COUNTY OF CAMDEN and
THE CAMDEN COUNTY
POLICE DEPARTMENT,
Defendants-Respondents.
Submitted January 17, 2024 – Decided April 16, 2024
Before Judges Rose and Perez Friscia.
On appeal from the Superior Court of New Jersey, Law
Division, Camden County, Docket No. L-1723-21.
Jacobs & Barbone, PA, attorneys for appellant (Louis
Michael Barbone, on the brief).
Office of Camden County Counsel, attorneys for
respondents (Howard Goldberg, First Assistant County
Counsel, and Krista Ayn Schmid, Assistant County
Counsel, on the brief).
PER CURIAM
Plaintiff Mark J. Naughton, formerly employed by the County of Camden
as an officer with the Camden County Police Department (collectively,
defendants), appeals from a May 13, 2022 Law Division order dismissing his
breach of contract complaint on summary judgment. On appeal, plaintiff argues
the motion judge erroneously determined the parties modified their settlement
agreement, and enforcement of the agreement would violate public policy.
Because we conclude, as did the motion judge, defendants must prevail as a
matter of law, we affirm. But we do so for slightly different reasons than those
articulated by the judge in his written decision. See T.B. v. Novia, 472 N.J.
Super. 80, 93 (App. Div. 2022) (stating that because "appeals are taken from
orders and judgments, not a trial judge's statement of reasons or written
decisions," appellate courts can affirm summary judgment orders for reasons
other than those expressed by the motion court); see also Do-Wop Corp. v. City
of Rahway, 168 N.J. 191, 199 (2001).
I.
We summarize the pertinent facts and procedural history from the motion
record in a light most favorable to plaintiff as the non-moving party. See R.
4:46-2(c); Brill v. Guardian Life Ins. Co. of Am., 142 N.J. 520, 540 (1995). Less
than two years after he commenced employment with defendants, plaintiff was
A-3175-21
2
served with a Preliminary Notice of Disciplinary Action (PNDA) seeking his
removal for disciplinary charges, which are not disclosed in the record. In lieu
of a departmental hearing, the parties resolved the charges pursuant to the terms
set forth in their 2015 "Settlement Agreement and Release" (Agreement).
In paragraphs one and two of the Agreement, plaintiff agreed to resign,
effective February 28, 2015, and refrain from seeking future employment with
defendants. In exchange, under paragraph three, defendants "agree[d] to accept
[plaintiff]'s resignation in good standing." Further, pursuant to paragraph four,
defendants "agree[d] if contacted regarding [plaintiff]'s employment, the
prospective employer will be told [plaintiff] resigned in good standing and was
employed from April 8, 2013 to February 28, 2015. No other information either
orally or physically shall be released except as may be required by law." Both
parties also agreed under paragraph nine that the "Agreement cannot be modified
or amended except by written instrument executed by all the Parties to [the
Agreement]."
Between June 2017 and October 2018, plaintiff applied for employment
with three law enforcement agencies: Atlantic County Sheriff's Department
(ACSD), New Jersey State Police (NJSP), and New Jersey State Parole Board
(NJSPB) (collectively, agencies). As part of the application process for each
A-3175-21
3
agency, plaintiff executed a general request for information, which included
broad releases from all claims arising from the disclosure of the information
sought.
On June 1, 2017, plaintiff executed the ACSD's release authorization to,
among other entities, all "employers" and "all governmental Agencies – Federal,
State, and Local, without exception." The release provides, in pertinent part:
I, Mark Naughton, authorize the [ACSD] to
conduct a full pre-employment investigation into my
background and activities.
Therefore, you are hereby authorized to release
any and all information pertaining to me, documentary
or otherwise, as requested by an employee or agent of
the [ACSD] provided that he or she certifies to you that
I have an application pending before Atlantic County
for employment. In addition, I hereby release you . . .
from and against any claims that I might have arising
out of your disclosure of the aforementioned
information to the [ACSD] or any subsequent
disclosure by the [ACSD] of such information.
[(Emphasis added).]
The following month, on July 1, 2017, plaintiff executed NJSP's release
authorization "TO WHOM IT MAY CONCERN," which provides in pertinent
part:
I, Mark Naughton, am making application for
appointment to the [NJSP] Training Academy. As a
A-3175-21
4
result, an investigation is being conducted to determine
my eligibility.
Therefore, I do hereby authorize a review and full
disclosure of all records, including my credit report,
Internal Revenue Service records, or any part thereof,
to any duly authorized agent of the [NJSP], whether the
records are public or private, and including those
records which may be deemed to be of a privileged or
confidential nature. The intent of this authorization is
to provide information which will be utilized for
investigative resource material.
I also acknowledge and give permission for the
[NJSP] to conduct a background investigation, and
further acknowledge I will not be informed of any
information developed through this investigation,
whether I am accepted or rejected from this position.
I hereby release the State of New Jersey, the
Division of State Police, and its agents, servants, and
employees from liability or damages that may result
from furnishing the information requested, including
any liability or damage pursuant to any state or federal
laws. . . .
[(Emphasis added).]
More than one year later, on October 9, 2018, plaintiff executed the
NJSPB's release authorization to, among others, any county law enforcement
agency. The release provides, in pertinent part:
I, Mark James Naughton have applied for
employment with the [NJSPB] as a law enforcement
officer. I am aware that my entire background will be
thoroughly investigated. I hereby request and authorize
A-3175-21
5
the release of any and all information you have that
pertains to me, including academic transcripts,
personnel files, performance reviews, and disciplinary
matters, to investigators of the [NJSPB].
I hereby release the organization and all others
from liability or damages that may result from
furnishing the information requested, including any
liability or damages pursuant to any State or Federal
laws. . . .
[(Emphasis added).]
We glean from the record during their background investigations, the
agencies provided the release authorizations to defendants. In turn, defendants
released information pertaining to the disciplinary charges encompassed by the
Agreement. Apparently, none of the agencies hired plaintiff.
In his ensuing complaint, plaintiff asserted defendants breached the terms
of the Agreement by disclosing to plaintiff's unspecified "prospective
employers" "all information" concerning "[p]laintiff's employment history
including, but not limited to, the very charges that precipitated the Agreement."
Prior to answering the complaint, defense counsel provided to plaintiff's counsel
plaintiff's signed release authorizations from each of the agencies and sought
dismissal of the complaint. The following month, defense counsel demanded
dismissal of the complaint, asserting a frivolous litigation claim under Rule 1:4-
A-3175-21
6
8 and N.J.S.A. 2A:15-59.1. Defendants answered, asserted various defenses,
and thereafter moved for summary judgment.
Following oral argument, the motion judge issued a written statement of
reasons, granting defendants' motion. Citing general contract principles and
noting the authorizations went "far beyond requesting a confirmation of
employment," the judge reasoned the three releases superseded or modified the
Agreement. The judge further found withholding plaintiff's disciplinary records
in view of his releases would violate public policy. The judge elaborated:
It would be a violation of public policy to permit
plaintiff to authorize the release of all employment
records, which would include disciplinary records, and
then expect [defendants] to withhold information once
plaintiff executed the release. Such a position would
essentially sanction a fraud upon [the agencies] and the
citizens of New Jersey.
This appeal followed.
II.
We review the trial court's grant of summary judgment de novo. Conforti
v. County of Ocean, 255 N.J. 142, 162 (2023). Employing the same standard as
the trial court, we review the record to determine whether there are material
factual disputes and, if not, whether the undisputed facts viewed in the light
most favorable to plaintiff, as the non-moving party, nonetheless entitle plaintiff
A-3175-21
7
to judgment as a matter of law. See Samolyk v. Berthe, 251 N.J. 73, 78
(2022); Brill, 142 N.J. at 540; see also R. 4:46-2(c). We owe no deference to
the trial court's legal analysis or interpretation of a statute. Palisades at Fort Lee
Condo. Ass'n v. 100 Old Palisade, LLC, 230 N.J. 427, 442 (2017).
A settlement agreement is subject to ordinary principles of contract law.
Thompson v. City of Atlantic City, 190 N.J. 359, 374 (2007). It is well
established that "[c]ourts enforce contracts 'based on the intent of the parties,
the express terms of the contract, surrounding circumstances and the underlying
purpose of the contract.'" In re County of Atlantic, 230 N.J. 237, 254 (2017)
(alteration in original) (quoting Manahawkin Convalescent v. O'Neill, 217 N.J.
99, 118 (2014)). "Interpretation and construction of a contract is a matter of law
for the court subject to de novo review," Fastenberg v. Prudential Ins. Co. of
Am., 309 N.J. Super. 415, 420 (App. Div. 1998), which "is generally appropriate
to resolve . . . on summary judgment," Khandelwal v. Zurich Ins. Co., 427 N.J.
Super. 577, 585 (App. Div. 2012); see also Pressler & Verniero, Current N.J.
Court Rules, cmt. 5 on R. 4:46-2 (2024). Thus, reviewing courts "pay no special
deference to the trial court's interpretation and look at the contract with fresh
eyes." Kieffer v. Best Buy, 205 N.J. 213, 223 (2011).
A-3175-21
8
After forming the contract, the parties "may, by mutual assent, modify it."
County of Morris v. Fauver, 153 N.J. 80, 99 (1998). "A contract modification
is 'a change in one or more respects which introduces new elements into the
details of a contract and cancels others but leaves the general purpose and effect
undisturbed.'" Wells Reit II-80 Park Plaza, LLC v. Dir., Div. of Tax'n, 414 N.J.
Super. 453, 466 (App. Div. 2010) (quoting Int'l Bus. Lists, Inc. v. Am. Tel. &
Tel. Co., 147 F.3d 636, 641 (7th Cir.1998)).
"A modification can be proved by 'an explicit agreement to modify or by
the actions and conduct of the parties as long as the intention to modify is mutual
and clear.'" Ibid. (quoting DeAngelis v. Rose, 320 N.J. Super. 263, 280 (App.
Div. 1999)); see also Fauver, 153 N.J. at 99. However, an agreement to modify
a contract "must be based upon new or additional consideration." Fauver, 153
N.J. at 100. The consideration need not be significant; whatever consideration
the parties agree upon is sufficient. See Oscar v. Simeonidis, 352 N.J. Super.
476, 485 (App. Div. 2002).
"[A] release is merely a form of contract and the general rules that apply
to contract interpretation apply to releases." Sweeney v. Sweeney, 405 N.J.
Super. 586, 597 (App. Div. 2009) (alteration in original) (quoting Domanske v.
Rapid-American Corp., 330 N.J. Super. 241, 246 (App. Div. 2000)). Generally,
A-3175-21
9
a release is binding unless shown to be the product of "fraud,
misrepresentation[,] or overreaching by the releasee." Raroha v. Earle Fin.
Corp., 47 N.J. 229, 234 (1966).
Further, "[a] waiver is an intentional relinquishment of a known right or
privilege." State v. Scherzer, 301 N.J. Super. 363, 449 (App. Div. 1997) (citing
Johnson v. Zerbst, 304 U.S. 458, 464 (1938)). It is beyond peradventure that
"[a] party may waive any provision, either of a contract or of a statute, intended
for his benefit." Shutte v. Thompson, 82 U.S. 151, 159 (1872).
"To prevail on a breach of contract claim, a party must prove a valid
contract between the parties, the opposing party's failure to perform a defined
obligation under the contract, and the breach caused the claimant to sustain[]
damages." EnviroFinance Grp., LLC v. Env't Barrier Co., 440 N.J. Super. 325,
345 (App. Div. 2015). The burden of establishing a breach of contract rests with
the party who asserts the breach. Nolan v. Control Data Corp., 243 N.J. Super.
420, 438 (App. Div. 1990).
III.
With these legal principles in view, we consider whether defendants
breached the Agreement. Preliminarily, in view of the "express terms"
embodied in paragraph nine, see In re County of Atlantic, 230 N.J. at 254, the
A-3175-21
10
agencies' releases technically did not modify the Agreement, as the motion judge
ultimately found. Those terms prohibited modification or amendment "except
by written instrument executed by 'all' parties to the Agreement." Although the
agencies' releases were signed by plaintiff and provided to defendants, the
releases were not signed by "all" parties. Nor is there any evidence to suggest
the parties otherwise executed a document modifying the Agreement.
But that does not end our inquiry. All three releases expressly state
plaintiff sought employment as a law enforcement officer and authorized the
agencies to conduct a full background investigation in connection with his
applications. Although not dispositive to our analysis, two of the three releases
also relieved defendants from liability for providing the information plaintiff
sought.
By executing the releases, we are persuaded plaintiff waived for his
benefit, see Shutte, 82 U.S. at 159, those provisions of the Agreement that
limited the information defendants could relay to prospective employers.
Defendants not only had the right to rely on the agencies' requests as
authorization to furnish any and all information relating to plaintiff, but doing
so was consonant with public policy, as the motion judge found. See Saxon
Constr. & Mgmt. Corp. v. Masterclean of N. Carolina, 273 N.J. Super. 231, 236
A-3175-21
11
(App. Div. 1994); see also Marcinczyk v. N.J Police Training Comm'n, 203 N.J.
586, 596 (2010) ("'An agreement is against public policy if it is injurious to the
interest of the public, contravenes some established interest of society, violates
some public statute, is against good morals, tends to interfere with the public
welfare or safety, or . . . is at war with the interests of society and is in conflict
with public morals.' . . . [C]ontractual provisions that tend to injure the public
in some way will not be enforced.") (first alteration in original) (first quoting
Frank Briscoe Co. v. Travelers Indem. Co., 65 F. Supp. 2d 285, 312 (D.N.J.
1999); and then citing Henningsen v. Bloomfield, 32 N.J. 358, 403-04 (1960)).
Because defendant sought employment with law enforcement agencies,
with full recognition that the agencies would conduct complete background
investigations, we conclude defendants did not breach the Agreement and
summary judgment was properly granted. To the extent not addressed,
plaintiff's remaining contentions lack sufficient merit to warrant discussion in a
written opinion. R. 2:11-3(e)(1)(E).
Affirmed.
A-3175-21
12