Bona Packaging, Inc. v. Kevin Ingraldi ( 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NOT FOR PUBLICATION WITHOUT THE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-1062-22
BONA PACKAGING, INC.,
Plaintiff-Respondent,
v.
KEVIN INGRALDI, B.I. FOODS,
LLC, and RKW HOLDINGS, LLC,
Defendants-Appellants.
_____________________________
Submitted February 28, 2024 – Decided April 19, 2024
Before Judges Currier and Vanek.
On appeal from the Superior Court of New Jersey, Law
Division, Camden County, Docket No. L-0194-21.
Gallucci & Profy, LLC attorneys for appellants
(Richard Dante Gallucci, Jr., on the briefs).
Kasen & Kasen, PC, attorneys for respondent (Jenny
Rebecca Kasen, on the brief).
PER CURIAM
Defendants Kevin Ingraldi (Ingraldi), B.I. Foods, LLC (B.I.), and RKW
Holdings, LLC (RKW)1 appeal from an October 7, 2022 final judgment in the
amount of $65,750.17 entered in favor of plaintiff Bona Packaging, Inc. as to
principal and interest owed for deliveries of packaging products. After careful
review of the record, we affirm.
I.
The October 7 final judgment awarded "Post-Effective Date principal and
interest outstanding (for deliveries made on or after the February 15, 2020
Effective Date) – a total amount of $65,750.17 as of October 7, 2022 (comprised
of $45,794.67 principal and $19,955.50 interest) – plus a daily per diem
thereafter of $22.58" against RKW and B.I. The final judgment also
memorialized prior orders dismissing all claims against Ingraldi and the claims
for principal and interest prior to February 15, 2020 against defendants. No
written or oral statement of reasons for the entry of final judgment was set forth
by the trial court.
However, the parties narrow their arguments on appeal to the entry of the
April 8, 2022 and August 3 partial summary judgment orders. Accordingly, we
1
Kevin Ingraldi, B.I. and RKW are referenced collectively throughout this
decision as defendants. Ingraldi is B.I.'s president.
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conclude the record is sufficient for our review of the October 7, 2022 final
judgment. See Rendon v. Kassimis, 140 N.J. Super. 395, 398 (App. Div. 1976)
(explaining the correlation between summary judgment on a dispositive issue of
a case and the entry of final judgment as to the matter in entirety). Thus, we
proceed to consider the substantive issues.
II.
In reviewing whether the partial summary judgment orders were
improvidently entered, we view the facts in the record in the light most favorable
to defendants as the non-moving parties. Harz v. Borough of Spring Lake, 234
N.J. 317, 329 (2018). In doing so, we give defendants "the benefit of the most
favorable evidence and most favorable inferences drawn from that evidence."
Gormley v. Wood-El, 218 N.J. 72, 86 (2014); see also R. 4:46-2(c).
On April 30, 2020, RKW and B.I., entered into an Asset Purchase
Agreement (APA) with non-party Beef International, Inc. (Beef). The APA
designates both RKW and B.I. as the "Buyer" and Beef as the "Seller." Section
1.06 of the APA, titled "Effective Time; Transition Period," sets forth as
follows:
(a) The parties agree that, notwithstanding the Closing
Date, the effective time of the Closing shall be deemed
to be 11:59 pm on February 15, 2020 (the "Effective
Time").
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(b) During the period between the Effective Time and
the Closing Date (the "Transition Period"), Buyer has
operated the Business as the agent of the Seller, except
as otherwise set forth herein. Buyer was entitled to
receive and retain all of the cash generated, and all of
the Business' account receivable (the "Post Effective
Time Operating Receivables") generated, during
operation of the Business by the Buyer from and after
the Effective Time and during the Transition period;
and Buyer likewise assumed and was obligated for any
of the Business' Liabilities (the "Post Effective Time
Operating Liabilities") related to the operation of the
Business, as incurred by the Business, from and after
the Effective Time, during the Transition Period and
through the Closing Date. . . .
During the Transition Period, as defined under the APA, plaintiff supplied
RKW and B.I. with $139,821.20 worth of packaging products, at the request of
their purchasing agent, Robert Kalatschan. Defendants paid certain invoices
totaling $94,026.53, leaving a principal balance due of $45,794.67 for orders
delivered after the commencement of the Transition Period on various dates in
February, March and September 2020.
On January 21, 2021, plaintiff filed a complaint against defendants in the
Law Division seeking a money judgment in the amount of the outstanding
invoices plus interest based on breach of contract, quantum meruit and unjust
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enrichment. Plaintiff also sought to appoint a statutory receiver and hold
Ingraldi personally liable for the debt by piercing the corporate veil.
Plaintiff moved for partial summary judgment seeking payment of the
principal balance due plus interest. Ingraldi cross-moved for summary judgment
seeking to dismiss all claims for individual liability against him. On April 8,
2022, the trial court granted plaintiff's motion for partial summary judgment
against RKW and B.I. for the principal sum of $45,794.67 only and granted
defendant Ingraldi's cross-motion dismissing all individual claims against him
for the reasons set forth in an oral decision. Plaintiff's motion for partial
summary judgment seeking an award of interest on the principal amount due
was denied.
In rendering its decision on the summary judgment motions, the trial court
concluded RKW and B.I. were responsible for payment on deliveries made
during the Transition Period since they were running the business under the APA
at that time, they ordered and accepted deliveries from plaintiff and paid one of
plaintiff's invoices during the Transition Period by way of a March 6, 2020
check. The motion record included evidence that during the Transition Period,
RKW and B.I. were collecting receivables on behalf of Beef and they were
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purchasing products from vendors such as plaintiff prior to the May 13 Closing
Date in order to ensure a smooth take-over of Beef's operations.
Plaintiff subsequently filed another motion for partial summary judgment
requesting an award of interest on the principal sum. Defendants RKW and B.I.
also cross-moved for summary judgment as to all remaining claims against them.
In an August 3, 2022 oral decision, the trial court granted plaintiff's motion and
awarded interest on the principal sum in the amount of $16,452.58 as of May 5,
plus a daily rate of interest thereafter of $22.58, as against RKW and B.I. The
trial court also granted defendants' cross-motion for summary judgment
dismissing all remaining claims against them. The trial court found that since
the employee who signed the invoices at delivery had apparent authority to do
so, defendants RKW and B.I. were liable for payment of the interest terms on
the invoices as part of the continuing transaction between the parties. The
October 7 final judgment was subsequently entered.
On December 6, 2022, defendants filed a notice of appeal as to the October
7 final judgment. On February 3, 2023, the trial court entered an order staying
collection on the judgment pending appeal and ordering defendants to deposit
$65,750.17, the principal sum and interest, as bond pursuant to Rule 2:9-6.
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III.
Defendants argue on appeal that the trial court erred in entering the April
8, 2022 order for the principal amount outstanding on the invoices for deliveries
during the Transition Period because plaintiff was neither a party nor a third-
party beneficiary to the APA. Defendants assert that if they are required to pay
for orders during the Transition Period, plaintiff would be unjustly enriched.
Defendants also contend the trial court improperly awarded interest to plaintiff
on the outstanding principal because the employee on the loading dock that
accepted the deliveries accompanied by invoices setting forth interest terms did
not have apparent authority to bind them.
Our review of a trial court's grant of summary judgment is de novo,
applying the same standard applied by the trial court. Samolyk v. Berthe, 251
N.J. 73, 78 (2022). As a result, we are tasked with determining "'"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."'" C.V.
v. Waterford Twp. Bd. of Educ., 255 N.J. 289, 305 (2023) (quoting Samolyk,
251 N.J. at 78 (quoting Brill v. Guardian Life Ins Co. of Am., 142 N.J. 520, 540
(1995))).
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"Reviewing appellate courts should 'not disturb the factual findings and
legal conclusions of the trial judge' unless convinced that those findings and
conclusions were 'so manifestly unsupported by or inconsistent with the
competent, relevant, and reasonable credible evidence as to the offend the
interest of justice.'" Griepenburg v. Twp. of Ocean, 220 N.J. 239, 254 (2015)
(quoting Rova Farms Resort, Inc. v. Investors Ins. Co., 65 N.J. 474, 483-84
(1974)). We review questions of law de novo. Rowe v. Bell & Gossett Co., 239
N.J. 531, 552 (2019). "[A] trial court's interpretation of the law and the legal
consequences that flow from established facts are not entitled to any special
deference." Ibid. (quoting Manalapan Realty, L.P. v. Twp. Comm. of
Manalapan, 140 N.J. 366, 378 (1995)). However, when reviewing the facts of a
case, we apply a deferential standard to the findings of the trial court. Balducci
v. Cige, 240 N.J. 574, 594 (2020).
IV.
To prevail on a claim for breach of contract, "plaintiff has the burden to
show that the parties entered into a valid contract, [] the defendant failed to
perform his obligations under the contract and [] the plaintiff sustained damages
as a result." Murphy v. Implicito, 392 N.J. Super. 245, 265 (App. Div. 2007).
"A contract must be sufficiently definite in its terms that the performances to be
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rendered by each party can be reasonably ascertained." Savarese v. Pyrene Mfg.
Co., 9 N.J. 595, 599 (1952).
Defendants contend that plaintiff was neither a party to the original
contract nor an intended third-party beneficiary of the APA and, therefore,
summary judgment was improvidently granted. Defendants contend the "intent
of the limited portion for the [APA] was to allow RKW and B.I. to collect
receivables on behalf of Beef's primary creditor, PNC Bank, N.A." Defendants
also claim the APA allowed it to "make purchases for products from vendors
such as [p]laintiff prior to May 13, 2020[,] in preparation for the take-over of
the operations to ensure a smooth transition."
We are unconvinced that the trial court erred in granting partial summary
judgment for the outstanding principal due for deliveries made by plaintiff to
defendants during the Transition Period. The undisputed facts in the record
established defendants ordered goods from plaintiff during the Transition
Period, plaintiff delivered the goods and defendants failed to pay the amount of
the invoices for goods purchased. Thus, we find no error in the trial court's order
granting partial summary judgment, as incorporated into the final judgment,
finding defendants liable to plaintiff for the principal amount of the outstanding
invoices, which the proofs establish total $45,794.67. In light of our conclusion,
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we need not address plaintiff's alternate argument that it was a third party
beneficiary of the APA.
V.
We also find no error in the trial court's entry of the partial summary
judgment order awarding interest on the outstanding principal due to plaintiff.
Defendants' receipt of the invoices setting forth the cost of the goods received
and stating there will be a "1.5% monthly charge added to all items unpaid
within terms" coupled with several payments of invoices for goods delivered
during the Transition Period establishes liability for interest on the outstanding
balance.
Defendants contend they never agreed to pay plaintiff interest on any
outstanding invoices. They also argue the delivery receipts were not signed by
defendants' officers, members, or owners but, instead, the receipts were signed
by low-level employees who happened to be working on the loading dock during
those specific deliveries. We are unconvinced.
The undisputed facts in the record establish that defendants' employees
had apparent authority to bind RKW and B.I. through accepting deliveries of
goods which were accompanied by invoices containing the interest terms.
Apparent authority is established when a principal acts in a manner that conveys
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to a third party an agent has authority to act. Lampley v. Davis Mach. Corp.,
219 N.J. Super. 540, 548 (App. Div. 1987) (quoting Lewis v. Travelers Ins. Co.,
51 N.J. 244, 250-51 (1968)). See Restatement (Second) of Agency § 8 & cmt.
a (Am. L. Inst. 1958).
When deliveries were made by plaintiff to RKW and B.I., the goods were
accepted, and invoices containing the interest terms were signed for and received
by defendants' representatives. Acceptance of the deliveries paired with the
invoices conveyed to plaintiff that RKW and B.I.'s employee had authority to
bind them to the invoice terms. Neither the goods nor the invoices were ever
rejected by any representative of RKW or B.I.
Defendants also accepted the invoices, which including the stated interest
fee term on late payments, by paying the outstanding balance after receiving an
invoice on more than one occasion. Based on these uncontested facts, the trial
court properly found there were no genuine issues of material fact precluding
the entry of partial summary judgment awarding interest on the outstanding
principal. Thus, entry of final judgment memorializing the trial court's prior
orders holding RKW and B.I. liable for payment to plaintiff of the outstanding
principal on the invoices plus interest is supported by the record.
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We remand to the trial court to vacate its order staying collection of the
judgment.
Affirmed.
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