Park Road Development, LLC v. Akgg, LLC ( 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NOT FOR PUBLICATION WITHOUT THE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-2661-22
PARK ROAD DEVELOPMENT,
LLC,
Plaintiff-Appellant,
v.
AKGG, LLC,
Defendant-Respondent.
___________________________
Submitted September 9, 2024 – Decided September 24, 2024
Before Judges Gooden Brown and Chase.
On appeal from the Superior Court of New Jersey,
Chancery Division, Cape May County, Docket No. C-
000068-21.
Cooper Levenson, PA, attorneys for appellant (Fredric
L. Shenkman, on the briefs).
Hornstine & Vanderslice, LLC, attorneys for
respondent (Brian A. Pelloni, on the brief).
PER CURIAM
Plaintiff Park Road Development, LLC ("Park Road"), appeals from the
trial court's April 21, 2023 final judgment denying its complaint seeking specific
performance by AKGG, LLC ("AKGG"), pursuant to a contract to sell three
adjoining lots in Sea Isle City ("Agreement"). We affirm.
I.
AKGG is the owner of a property which consists generally of lots located
at 4216 Park Road and a portion of 4210 Park Road in Sea Isle City ("Property").
AKGG is comprised of two principals, Gloria Giampietro and Ann Marie Kelly.
Giampietro and Kelly are sisters and have been business partners for decades.
Giampietro is the managing member and spokesperson of AKGG; however, the
longstanding policy between the sisters was that all business decisions would be
jointly made.
Park Road is comprised of two principals, Frank Edwardi and Michael
Monichetti. Edwardi and Monichetti formed Park Road for the sole purpose of
acquiring and developing the Property. Edwardi is a real estate developer and
Sea Isle City councilman. Monichetti owns a local seafood restaurant and store
located adjacent to the Property. Edwardi and Monichetti jointly manage Park
Road and have otherwise operated as business partners for several years.
Edwardi reviews binding documents on behalf of Park Road.
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In March 2021, AKGG listed the Property for sale. AKGG entered into a
listing agreement with T.I. Realty Group ("T.I.") and Christopher Glancey,
giving T.I. the exclusive right to sell the Property and naming Glancey the
broker of record and AKGG's agent. All negotiations for the sale of the Property
occurred through Glancey. Park Road and AKGG never communicated directly
regarding the sale.
Don Wilkinson, Esq., was retained to represent Park Road in the
transaction. Wilkinson spoke to Glancey with the understanding Glancey was
either an agent for Park Road as the buyer or a disclosed dual agent. Wilkinson
sent a draft of the proposed Agreement to both Glancey and Edwardi purporting
to convey the Property from AKGG to Park Road for $3.6 million. Due to
difficulty ascertaining the bounds of the Property to be conveyed from the local
tax maps, Wilkinson inserted language into the draft Agreement describing the
conveyance as Lots 6, 7, 8, and "an approximate ten foot (10') wide portion of
Current Lot 9." Wilkinson also informed Glancey and Edwardi of his
uncertainty to the amount of land involved in the transaction.
On April 28, 2021, AKGG and its attorney, Anthony Monzo, Esq.,
reviewed the Agreement. Park Road and AKGG subsequently executed the
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Agreement and an addendum the same day. The addendum stated in pertinent
part:
The real property to be sold is known as 4216 Park
Road and a portion of 4210 Park Road in the City of
Sea Isle City, in the County of Cape May, and State of
New Jersey. It is shown on the municipal tax map as
Lot(s) 4, 5, 6.01, 6.02, 7, 8, and an approximate ten foot
(10') wide portion of current Lot 9 (to be created by
subdivision pursuant to Article 34) Block 41.05.
[(emphasis added).]
Additionally, the addendum changed the closing date and shortened the due
diligence period to forty-five days contingent on subdivision approval from the
Sea Isle City Planning Board.
The "Due Diligence Inspection" provision of the Agreement stated, in
pertinent part, that Park Road would
investigate and determine [Park Road's] ability to
subdivide and develop the property into three separate
conforming lots and develop on each lot a mixed[-]use
structure in conformance with all applicable
governmental zoning and building regulations. If [Park
Road] determines that it is not satisfied in its sole
discretion . . . [Park Road] may terminate.
Edwardi testified he had no definitive plans for developing the Property when
signing the Agreement, and when he did ultimately sign, he did not know what
the term "approximate" meant regarding the amount of land to be conveyed.
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After the due diligence period expired and Wilkinson reviewed the survey
of the land, he was still unable to determine the amount of land involved in the
transaction. Wilkinson calculated the amount of frontage for lots involved,
which amounted to 140 feet; however, Wilkinson marked "150??" to indicate
the discrepancy between the amount of land calculated and the amount his
clients expected to receive in the sale. Wilkinson then drafted a second
addendum to the Agreement, which stated the amount of land to be conveyed
should not be less than 150 feet of frontage. This was the first time a document
involved in the sale described the Property to be no less than 150 feet. AKGG
never executed this addendum.
Monzo contacted Wilkinson expressing AKGG's concerns that the
addendum described the sale of 150 total feet of frontage, which included twenty
feet of Lot 9, when AKGG understood the sale to include only ten feet. Monzo
requested a copy of the concept plan of the subdivision to ensure it was
consistent with the parties' understanding when entering into the agreement.
After receiving notice of the dispute over the amount of land, Edwardi indicated
to Park Road's surveyor, Ryan McCreesh, that the subdivision plans needed to
reflect three lots each consisting of fifty feet of frontage in order to develop the
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land in compliance with local ordinances without a need for variances.1
Wilkinson, Glancey, and Edwardi then prepared an exhibit plan detailing 150
feet of frontage to be purchased by Park Road and sixty feet to be retained by
AKGG, thus establishing three lots each consisting of the required fifty feet.
Monzo advised Wilkinson the concept plan was inconsistent with both the
language and AKGG's understanding of the Agreement because the concept plan
would leave the sellers ten feet short of the amount of land contemplated on Lot
9 as detailed in the Agreement. Monzo indicated the subdivision application
would need to contain larger dimensions so AKGG would retain their expected
amount of Lot 9.
Park Road nonetheless submitted its subdivision application to the Sea
Isle City Planning Board without AKGG's consent and with knowledge of
AKGG's opposition to the plan as written. Thereafter, AKGG sent Park Road a
letter dated September 14 indicating AKGG would not provide their signature
1
According to the Sea Isle City Code Section 26-54.8 concerning minimum lot
area dimensions in the Marine Commercial/Industrial District, where the
Property is situated, "No lot shall be less than fifty (50') feet wide at the street
line or less than ninety-five (95') feet deep." The Lots subject to the Agreement
were each 100 feet deep but there is a discrepancy amongst the parties as to the
amount of land at the "street line" being sold. To remain compliant with the
local ordinance, Park Road would need to obtain fifty feet per lot. AKGG
allegedly expected to sell only forty feet of Lot 9, thus this dispute arose.
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of approval for the subdivision plan. AKGG sent notice of its cancellation of
the Agreement based on Park Road's attempt to apply for a subdivision
inconsistent with the terms of the Agreement.
Park Road then filed a complaint for specific performance claiming it
would suffer irreparable harm that could not be made whole by monetary
damages if AKGG refused to go forward with the Agreement. Park Road
asserted AKGG's conduct was performed wantonly, negligently, and in bad
faith. The complaint sought relief against AKGG in the form of: (1) a
declaration that Park Road had not anticipatorily breached the Agreement; (2)
an order enjoining and restraining AKGG and ordering the performance
pursuant to the Agreement thereby selling the Property to Park Road; (3)
compensatory damages; (4) punitive damages if compensatory damages were
awarded; (5) legal fees; (6) other related costs of the suit; (7) and any other relief
deemed appropriate.
In its Answer, Counterclaim, and Third-Party Complaint, filed together,
AKGG demanded an order dismissing Park Road's complaint, declaring Park
Road breached the Agreement, and rendering the Agreement void and
unenforceable. AKGG also demanded all other financial compensation related
to damages, fees, and other associated costs. AKGG later dismissed its Third-
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Party Complaint without prejudice against T.I. and Glancey on the counts of
breach of contract, breach of fiduciary duty, and breach of the implied covenant
of good faith and fair dealing.
A three-day bench trial was held, after which the court made factual
findings, assessed credibility, and applied the governing legal principles
resulting in an April 2023 order dismissing Park Road's complaint and AKGG's
counterclaim. The trial court further ordered the return of escrowed money to
Park Road within thirty days of the Order.
In denying Park Road's complaint and AKGG's counterclaim, the court
held there was no meeting of the minds between the parties which resulted in no
enforceable contract being formed and, thus, no remedy available under contract
law. The court demonstrated the uncertainty of the Agreement terms by
referencing Wilkinson's uncertainty as scrivener of the Agreement. The court
explained Wilkinson, after meeting with Edwardi and Glancey to discuss the
dimensions of land involved, inserted the language "approximate" into the
Agreement because neither Glancey nor Edwardi clearly stated what was being
conveyed. The court scrutinized the initial Agreement being drafted by the
buyer's attorney without a survey, then later obtaining a survey which calculated
the land conveyed at 140 feet, and then subsequently including terminology like
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"150??", and then drafting an addendum which provided the amount of land sold
was no less than 150 feet.
Regarding Edwardi, the court determined no written instrument involved
in this transaction included the phrase "buildable lot" as he testified to . The
court determined Edwardi knew Wilkinson was unsure about the exact amount
of land being conveyed through the Agreement and he did not know how the
Property would be developed at the signing. The court further found Edwardi
did not know what "approximate" meant in the Agreement.
Regarding Giampietro, the court found it difficult to discern her
understanding of the Agreement. However, the court deferred to Monzo's
testimony explaining his review of the Agreement with Giampietro and his notes
from the meeting which reflected AKGG believed it was selling 140 feet of land
to Park Road and not 150 feet.
The court found the record contained no credible evidence suggesting
Park Road honestly believed it was purchasing 150 feet and not 140 feet. To
support this finding, the court referenced Edwardi advising his surveyor on
August 23, 2021, to prepare the exhibit plan with Park Road receiving 150 feet
even though Edwardi was aware Monzo had informed Wilkinson of the
discrepancy in the parties' understanding of the conveyance.
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The court determined the discrepancy was the result of Park Road's failure
to conduct due diligence in obtaining a survey of the Property. The court
explained "[Park Road's] failure to exercise due diligence caused delays which
could not have been rectified by the closing date, or even shortly thereafter."
The court further explained that had Park Road taken the time to survey the
Property, the discrepancy in the Agreement would have been discovered at a
time when the Agreement could have been reformed by consent of the parties or
cancelled altogether without any harm. The court held even if there was a
meeting of the minds to create mutual assent, Park Road's lack of due diligence
demonstrated it was not ready or willing to perform its obligations under the
Agreement. On this point, the court concluded, due to the lack of understanding
between the parties, no meeting of the minds could have occurred to form an
enforceable contract, and additionally Park Road failed to prove the Property
consisted of three fifty-foot lots despite the "approximate" language in the
Agreement.
Park Road then initiated this appeal. Park Road's essential argument is
they are entitled to reformation and the court's decision was against the weight
of the evidence. Park Road also argues the court's consideration of extrinsic
evidence was improper and violative of the parol evidence rule.
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II.
Our review of a trial court's fact-finding in a non-jury trial is
limited. Seidman v. Clifton Sav. Bank, S.L.A., 205 N.J. 150, 169 (2011). Our
inquiry is "whether . . . there is substantial evidence in support of the trial judge's
findings and conclusions." Sipko v. Koger, Inc., 214 N.J. 364, 376 (2013)
(quoting Seidman, 205 N.J. at 169). Appellate courts do not disturb the factual
findings of the trial judge unless 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." Tractenberg v. Twp. of
W. Orange, 416 N.J. Super. 354, 365 (App. Div. 2010) (quoting Rova Farms
Resort v. Investors Ins. Co., 65 N.J. 474, 484 (1974)); see also Beck v. Beck, 86
N.J. 480, 496 (1981).
"Deference is especially appropriate when the evidence is largely
testimonial and involves questions of credibility. Because a trial court hears the
case, sees and observes the witnesses, and hears them testify, it has a better
perspective than a reviewing court in evaluating the veracity of the
witnesses." Seidman, 205 N.J. at 169 (quoting Cesare v. Cesare, 154 N.J. 394,
411-12 (1998)). However, we owe no deference to a trial court's "interpretation
of the law and the legal consequences that flow from established
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facts[,]" Manalapan Realty, L.P. v. Twp. Comm. of Manalapan, 140 N.J. 366,
378 (1995), and we review such decisions de novo, 30 River Court E. Urban
Renewal Co. v. Capograsso, 383 N.J. Super. 470, 476 (App. Div. 2006)
(citing Rova Farms, 65 N.J. at 483-84).
When issues on appeal present mixed questions of law and fact, we give
deference to the supported factual findings of the trial court but review de novo
the trial court's application of legal rules to the factual findings. State v. Pierre,
223 N.J. 560, 576 (2015); State v. Nantambu, 221 N.J. 390, 404 (2015); State v.
Harris, 181 N.J. 391, 416 (2004). Such de novo review would include the
interpretation of a contractual agreement. Serico v. Rothberg, 234 N.J. 168, 178
(2018); see also Kieffer v. Best Buy, 205 N.J. 213, 222 (2011).
Contract law requires "an 'offer and acceptance' by the parties, and the
terms of the agreement must 'be sufficiently definite [so] "that the performance
to be rendered by each party can be ascertained with reasonable certainty."'"
GMAC Mortg., LLC v. Willoughby, 230 N.J. 172, 185 (2017) (quoting Weichert
Co. Realtors v. Ryan, 128 N.J. 427, 435 (1992)) (alteration in original). For a
contract to be formed, the parties must "agree on essential terms and manifest
an intention to be bound by those terms. . . ." Weichert Co. Realtors, 128 N.J.
A-2661-22
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at 435. However, "[w]here the parties do not agree to one or more essential
terms, . . . courts generally hold that the agreement is unenforceable." Ibid."The polestar of contract construction is to discover the intention of the
parties as revealed by the language used by them." Karl's Sales & Serv. v.
Gimbel Bros., 249 N.J. Super. 487, 492 (App. Div. 1991). A legal and
enforceable contract requires proof of: (1) a meeting of the minds and (2) mutual
assent between the parties. Johnson & Johnson v. Charmley Drug Co., 11 N.J.
526, 538 (1953). A meeting of the minds is "evidenced by each side's express
agreement to every term of the contract." State v. Ernst & Young, L.L.P., 386
N.J. Super. 600, 612 (App. Div. 2006).
"Generally, the terms of an agreement are to be given their plain and
ordinary meaning." M.J. Paquet, Inc. v. N.J. Dept. of Transp., 171 N.J. 378, 396
(2002) (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 written." Karl's Sales & Serv., 249 N.J. Super. at493 (citing Kampf v. Franklin Life Ins., 33 N.J. 36, 43 (1960)); see also Cnty.
of Morris v. Fauver, 153 N.J. 80, 103 (1998). Courts may not "remake a better
contract for the parties than they themselves have seen fit to enter into, or to
alter it for the benefit of one party and to the detriment of the other." Karl's
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Sales & Serv., 249 N.J. Super. at 493 (citing James v. Fed. Ins., 5 N.J. 21, 24
(1950)). "A court has no power to rewrite the contract of the parties by
substituting a new or different provision from what is clearly expressed in the
instrument." E. Brunswick Sewerage Auth. v. E. Mill Assocs., 365 N.J. Super.
120, 125 (App. Div. 2004).
III.
Park Road contends the trial court failed to give the proper weight to the
Agreement signed by the parties and the provisions contained therein which
gave meaning to the term "approximate" as it related to the ten-foot conveyance
of Lot 9. They further argue the court erred in finding Giampietro's testimony
partially credible and relying on it in denying their complaint. Park Road
explains Giampietro's conflicting testimony and the court labeling it as
"confused" should have resulted in prohibiting any portion of the testimony from
being considered.
The court's findings based on the evidence and testimony presented,
combined with the conduct of the parties involved during the negotiating of the
Agreement, provide sufficient credible evidence for the trial court's
determination that there was no meeting of the minds. The record is replete with
evidence of uncertainty as to the exact terms being negotiated in the Agreement
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and differences of opinion between Park Road and AKGG. The only consistent
fact is Park Road desired to purchase three lots owned by AKGG that were
adjacent to Monichetti's restaurant and store for some type of development
project and AKGG desired to sell those lots. Beyond that, the parties were at
odds throughout the remainder of negotiations and the transaction.
The evidence suggests Park Road and AKGG agreed to complete the sale
of three lots, in full, along with a portion of a fourth lot with AKGG retaining
some of the lot. The initial transaction was for an amount that totaled 140 feet
of frontage across the four lots combined; however, after Park Road learned that
amount of land would be insufficient for approval of a subdivision for
development without the need for a variance, they determined they would need
to purchase 150 feet of frontage instead. AKGG did not desire to sell more than
the 140 feet initially agreed to, and this disagreement led to litigation and the
present appeal. The trial court determined the uncertainty concerning the
amount of land involved in the Agreement was evidenced by the testimony of
not only Giampietro, but the attorneys, the owners of Park Road, and even the
surveyor. Thus, even with the questionable nature of Giampietro's testimony
regarding her understanding of the Agreement terms, there is overwhelming
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evidence in the record that supports the trial court's finding no meeting of the
minds or mutual assent present for a valid and enforceable contract to exist.
Beyond the testimony the trial court considered, the terms of the
Agreement itself are evidence of the lack of mutual assent. Wilkinson's
addendum including the term "150??", a clear indication of the uncertainty
toward the amount of land involved, shows the parties were negotiating a deal
in which neither side was ever in lockstep on the terms. Given the deferential
standard of review and the applicable legal principles, Park Road and AKGG
never expressly agreed or demonstrated their unequivocal assent to the terms of
the Agreement.
IV.
We disagree with Park Road's assertion the trial court erroneously
attributed too much weight to documentary evidence created after the
Agreement was signed. Park Road reasons the Agreement terms, specifically
the term "approximate," were not ambiguous and thus any use of extrinsic
evidence violated the parol evidence rule. Park Road argues the court
erroneously attributed greater weight to the semantics of the situation when
substantial evidence was provided explaining the custom, usage, and the parties '
interpretation of the Agreement's terms.
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Our Supreme Court has adopted an expansive view of the parol evidence
rule that permits consideration of "all of the relevant evidence that will assist in
determining the intent and meaning of the contract." Conway v. 287 Corp. Ctr.
Assocs., 187 N.J. 259, 269 (2006). Thus, when the terminology used in a
contract is not free from doubt as to its meaning, a party should be given an
opportunity to present evidence of extrinsic circumstances that bear on the
proper interpretation of the document's language. Schor v. FMS Fin. Corp., 357
N.J. Super. 185, 192 (App. Div. 2002).
"In general, the parol evidence rule prohibits the introduction of evidence
that tends to alter an integrated written document." Conway, 187 N.J. at 268.
However, as we have made clear,
the parol evidence rule appl[ies] only to prevent the
substantive alteration of contractual terms agreed upon
by parties and expressed in an integration of their
bargain, by resort to other prior or contemporaneous
agreements or understandings. But the parol evidence
rule does not even come into play until it is first
determined what the true agreement of the parties is—
i.e., what they meant by what they wrote down. Only
when that is determined is one in an appropriate
position to raise the bar of the parol evidence rule to
prevent alteration or impugnment of the agreement by
the asserted contradictory prior or contemporaneous
agreement. . . . [I]n the process of interpretation and
construction of the integrated agreement[,] all relevant
evidence pointing to meaning is admissible because
experience teaches that language is so poor an
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instrument for communication or expression of intent
that ordinarily all surrounding circumstances and
conditions must be examined before there is any
trustworthy assurance of derivation of contractual
intent, even by reasonable judges of ordinary
intelligence, from any given set of words which the
parties have committed to paper as their contract.
[Garden State Plaza Corp. v. S.S. Kresge Co., 78 N.J.
Super. 485, 496 (App. Div. 1963).]
Here, considering all the circumstances both prior to and after the drafting
of any document relating to this transaction, it is completely unclear as to the
intent and understanding of the parties in attempting to execute a sale of the
Property. The record is chock-full with evidence of miscommunications and
misunderstandings as to the basic terms of the Agreement, which, in turn,
demonstrate an unclear intent of the parties in buying and selling the land. Even
beyond the evidence in the record, the parties' arguments on appeal further
evidence the lack of clarity in this attempted transaction. Park Road argues for
the sale of 150 feet of frontage of the Property while AKGG argues for the sale
of 140 feet. Neither party agrees as to which quantum of land is correct or when
either number was the true term of the Agreement. Due to the lack of clarity,
the court was required to determine the intent and meaning of the Agreement to
the extent that the quantum of land could even be determined from the evidence
presented, previous negotiations, and communications between the parties.
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Because the court was at the initial phase of understanding the parties'
intent and understanding of the deal without even considering the terms of the
Agreement itself, the parol evidence rule is not triggered, and the court was
permitted to rely on extrinsic evidence such as Monzo's handwritten notes.
These notes are merely jotted down comments on the terms of the Agreement as
Giampietro and Kelly understood them and what steps Monzo might be able to
take as the matter began requiring further legal action. Had the parol evidence
rule been triggered, the court could have reached the same outcome without
having to consider these notes. Nevertheless, the parol evidence rule is not in
effect here, and the court's denial of Park Road's complaint was correct.
We also disagree with Park Road's assertion they are entitled to contract
reformation due to the mutual mistake of facts between the parties. Park Road
explains a mutual mistake of fact exists due to their belief they were purchasing
150 feet of land under the Agreement. Park Road asserts the only evidence
suggesting they were purchasing 140 feet of land rather than 150 feet was
Monzo's handwritten notes which were created long after the parties signed the
Agreement and thus should not be considered.
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Park Road asserts the parties' intentions are abundantly clear when the
terms of the Agreement are considered together. Park Road explains the
Agreement, when read in its entirety and without isolating the one instance of
the term "approximate," demonstrates a mutual misunderstanding of the term
"approximate" by the parties. Park Road further explains its understanding of
the term is logical when considering the circumstances surrounding the desire
to enter into the Agreement with AKGG. Park Road posits the plain language
of the Agreement is not ambiguous and creates the implication that Park Road
was purchasing three buildable lots from AKGG without creating any additional
hardship or delays in completing the sale and beginning development on the lots.
Reformation of a contract has been used as an equitable remedy where a
contract cannot be rescinded. Dugan Constr. Co. v. N.J. Tpk. Auth., 398 N.J.
Super. 229, 242 (App. Div. 2008); see also Bonnco Petrol, Inc. v. Epstein, 115
N.J. 599, 612-13 (1989). Reformation is granted to rectify "'either mutual
mistake or unilateral mistake by one party and fraud or unconscionable conduct
by the other.'" Dugan Constr. Co., 398 N.J. Super. at 242-43 (quoting St. Pius
X House of Retreats, Salvatorian Fathers v. Diocese of Camden, 88 N.J. 571,
577 (1982)). "The problem normally arises when the agreement fails to specify
correctly the terms that the parties agreed upon[.]" Id. at 243.
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"'Reformation presupposes that a valid contract between the parties was
created but, for some reason, was not properly reflected in the instrument that
memorializes the agreement.'" Lederman v. Prudential Life Ins. Co. of Am.,
Inc., 385 N.J. Super. 324, 345 (App. Div. 2006) (quoting H. Prang Trucking Co.
v. Local Union No. 469, 613 F.2d 1235, 1239 (3d Cir. 1980)). A court will grant
reformation only if there is "'clear and convincing proof' that the contract in its
reformed, and not original, form is the one that the contracting parties
understood and meant it to be." Cent. State Bank v. Hudik-Ross Co., 164 N.J.
Super. 317, 323 (App. Div. 1978) (quoting Brodzinsky v. Pulek, 75 N.J. Super.
40, 48 (App. Div. 1962)).
Reformation is not an appropriate remedy here because there are no terms
that could be incorporated into a reformed agreement that would meet the
expectations of Park Road and AKGG. The parties hold fundamentally
mismatched understandings of essential terms of the Agreement where Park
Road expects to buy a certain amount of land and AKGG expects to sell less
than that amount. Further, there is no evidence that at any point the parties
agreed on the amount of land involved in the transaction, thus preventing a
mutual mistake of fact worthy of equitable remedy.
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We have carefully reviewed the record regarding all remaining arguments
and have determined they are without sufficient merit to warrant discussion in a
written opinion. R. 2:11-3(e)(1)(E).
Affirmed.
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