MCDONALD INFORMATION SERVICES, INCORPORATED VS. IKNOW, LLC (L-0439-14, MERCER COUNTY AND STATEWIDE)

NOT FOR PUBLICATION WITHOUT THE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-2774-17T2
MCDONALD INFORMATION
SERVICES, INCORPORATED,
Plaintiff-Respondent,
v.
IKNOW, LLC (a Delaware
Limited Liability Company),
Defendant-Appellant,
and
INCODA CORP., LLC (a Delaware
Limited Liability Company),
BERNARD L. PALOWITCH, JR.,
and VIJAY RAGAVAN,
Defendants.
_______________________________
Submitted December 6, 2018 – Decided July 8, 2019
Before Judges O'Connor and Whipple.
On appeal from the Superior Court of New Jersey, Law
Division, Mercer County, Docket No. L-0439-14.
Webber McGill, LLC, attorneys for appellant (James K.
Webber and Christena A. Lambrianakos, on the briefs).
Riker Danzig Scherer Hyland & Perretti, LLP,
attorneys for respondent (Frank J. Vitolo, of counsel
and on the brief; Thomas M. Kenny, on the brief).
PER CURIAM
In this action for breach of contract, defendant Iknow, LLC appeals from
a January 9, 2018 judgment entered in favor of plaintiff McDonald Information
Services, Inc. for $455,000, plus interest and costs. Although there are three
other defendants, for the balance of the opinion the term defendant shall refer to
Iknow only. We affirm.
The evidence adduced during the five-day bench trial revealed plaintiff is
in the business of collecting unfavorable information about individuals and
entities that might be of interest to others and, in particular, financial
institutions. Plaintiff places the information it collects into its "negative
database" and sells certain negative data to third parties for a profit.
Plaintiff purchased software it believed would enhance its ability to search
for and collect adverse information about people and entities that it could add to
its database. However, plaintiff was unable to launch, implement, and use the
software. Defendant is in the information technology business, and plaintiff
contracted with defendant to make the software efficacious to it.
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The pertinent contract the parties entered into is referred to as the
"Contract II" (contract). According to its witnesses, plaintiff paid defendant
over $390,000 for its services, but defendant failed to deliver that which plaintiff
bargained for under the terms of the contract, specifically, installing and making
the software workable. Defendant's witnesses testified that defendant did
perform its obligations under the contract.
In its complaint, plaintiff asserted various causes of action against
defendant, including breach of contract. Defendant filed a counterclaim alleging
it was entitled to damages because plaintiff had been unjustly enriched by the
services it provided to plaintiff, and that the doctrine of promissory estoppel
precluded plaintiff from recovering against defendant.
By the end of the trial, all causes of action in plaintiff's complaint had
been dismissed, except for its claim for breach of contract. After the trial, the
court issued a comprehensive written opinion setting forth its findings of fact
and conclusions of law. The court found plaintiff proved its cause of action
against defendant for breach of contract and that plaintiff was entitled to
damages in the amount of $455,000. The court rejected the allegations in
defendant's counterclaim.
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On appeal, defendant contends: (1) plaintiff's evidence "was not
competent on the main issue;" (2) plaintiff's witnesses were not competent to
contradict defendant's witnesses on any technical issue; (3) the trial court's
decision was inconsistent with a prior ruling; and (4) defendant is entitled to a
retrial on its counterclaim for unjust enrichment.
Final determinations made by the trial court "premised on the testimony
of witnesses and written evidence at a bench trial" are reviewed in accordance
with a deferential standard. D'Agostino v. Maldonado, 216 N.J. 168, 182
(2013). "[W]e do not disturb the factual findings and legal conclusions of the
trial judge unless we are 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[.]" Seidman v. Clifton Sav. Bank, S.L.A.,
205 N.J. 150, 169 (2011) (second alteration in original) (quoting In re Trust
Created By Agreement Dated December 20, 1961, 194 N.J. 276, 284 (2008)).
However, a trial court's legal determinations are not entitled to any special
deference and are reviewed de novo. D'Agostino, 216 N.J. at 182 (citing
Manalapan Realty, LP v. Twp. Comm., 140 N.J. 366, 378 (1995)).
After reviewing the record and applicable legal principals, we conclude
defendant's arguments are without sufficient merit to warrant discussion in a
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written opinion. R. 2:11-3(e)(1)(E). We find no basis to disturb the trial court's
decision.
Affirmed.
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