                    NOT FOR PUBLICATION WITHOUT THE
                   APPROVAL OF THE APPELLATE DIVISION

                                      SUPERIOR COURT OF NEW JERSEY
                                      APPELLATE DIVISION
                                      DOCKET NO. A-0668-14T2

TREND INVESTMENTS, L.L.C.,

      Plaintiff-Respondent,

and

MIRZA BAIG,

      Plaintiff,

v.

SURJIT ENTERPRISES, L.L.C.,
NIPUL PATEL, AND OHM
PROPERTIES, L.L.C.,

     Defendants-Appellants.
________________________________

          Argued November 4, 2015 – Decided       December 22, 2015

          Before Judges Hoffman and Whipple.

          On appeal from Superior Court of New Jersey,
          Chancery Division, Camden County, Docket No.
          C-12-13.

          Robert S. Greenberg      argued   the   cause   for
          appellant.

          Patrick J. Madden argued the cause for
          respondents   (Madden    &   Madden,   P.A.,
          attorneys; Mr. Madden, of counsel and on the
          brief).


PER CURIAM
    Defendants Surjit Enterprises, L.L.C., Nipul Patel, and Ohm

Properties,    L.L.C.   (collectively,       defendants)      appeal     from     a

final order of the Chancery Division granting plaintiff, Trend

Investments, specific performance of a contract for the sale of

real estate.    For the following reasons, we affirm.

                                     I.

    We discern the following facts from the record.                Defendants

own a strip mall located at 1180-1136 South Blackhorse Pike in

Blackwood (the property), which was listed for sale in 2008.

The property contains four commercial units and an apartment;

defendant Patel leases one of the commercial units as well as

the apartment.      On October 20, 2012, Mirza Baig (a principal of

Trend   Investments)    visited    the    property   and    met   with    Patel.

After   reviewing    financial     information   and       discussing     terms,

Patel verbally offered to sell the property to plaintiff, and

the offer was accepted.           To memorialize their agreement, the

parties handwrote and signed a document.             The document reads as

follows:

           SELLER'S STATEMENT:
           1130-1136 BLACKHORSE PIKE PROPERTY
           10/20/2012

                Received $250.00 (Two hundred fifty
           only) as earnest money (advance) to the
           agreed sale amount of $675,000 (Six hundred
           seventy five thousand) total of the sale
           price.



                                      2                                  A-0668-14T2
                  I will take out the property out [sic]
             of the market and shall not invite or
             discuss with any buyer the sale of the
             property address 1130-1136 Blackhorse Pike,
             Blackwood NJ 08012.

                  For       all intent and purpose [sic] the
             property      is sold to Trend Investment[s] and
             would be      closed after the contract is signed
             & closed      eventually.

Plaintiff and defendant Patel signed this agreement on October

20, 2012.1    Baig paid Patel the $250 in earnest money pursuant to

the terms of the written agreement.

      After       the   parties        signed     the   written     agreement,       they

further memorialized an agreement for payment of closing costs

and   attorneys'        fees    in     writing    on    November    3,   2012.        Both

parties signed this agreement as well.                        Plaintiff's attorney

prepared a longer, more formalized purchase agreement, but the

parties never signed it.

      Several      weeks       after    the     parties    signed    the    agreement,

plaintiff     heard      that    defendant        was    considering       selling     the

property     to    another      buyer     for     $800,000.        Plaintiff      called


1
  At this time, Patel had a 100 percent ownership interest in
Surjit, and could thus sign on its behalf.   Ohm Enterprises,
L.L.C. was created by Patel after a bank advised him that
transferring the property from Surjit Enterprises, L.L.C. to
another entity would help him obtain a loan.   Although Patel
asserts that he transferred the property to Ohm Enterprises,
L.L.C. for purposes of getting a loan, Patel never offered
evidence to that effect.



                                              3                                  A-0668-14T2
defendant to discuss the status of the agreement.                  Defendant

told plaintiff that he was cancelling the agreement and planned

to sell the property to another buyer.

    On January 27, 2013, plaintiff filed a complaint seeking

specific    performance    of   its   contract.      Plaintiff's    original

complaint   listed   Surjit     Enterprises,      L.L.C.   which   owned   the

property, as the only defendant.          Plaintiff filed a motion to

add Patel and Ohm Properties, L.L.C. as defendants on January

24, 2014, following Surjit's transfer of the property to Ohm

Properties, L.L.C.        In a February 28, 2014 order, the motion

judge added Patel and Ohm Properties, L.L.C. (which Patel owns

in its entirety) as defendants, although no complaint was ever

formally served upon Patel or Ohm Properties.

    Immediately before trial, plaintiff renewed its request to

add Patel and Ohm Properties, L.L.C. as defendants to the suit.

Counsel for defendants asserted that plaintiff failed to file

and serve an amended complaint that added the new defendants to

the suit after the February 28 order.             Defendants asserted that

adding them to the proceedings immediately before trial would

violate their due process rights.          The trial judge noted that

both new defendants had notice of the pending action for months,

and that because Patel was the personal representative for both




                                      4                              A-0668-14T2
corporate defendants, no defendant would be unfairly surprised

by being named as parties to the suit.

       After granting plaintiff's motion to join Patel and Ohm

Properties, L.L.C. as defendants, a trial was held on August 25,

2014.    The trial judge found in favor of plaintiff and granted

plaintiff's request for specific performance in an order dated

September 26, 2014.     This appeal followed.

                                     II.

       Defendants raise the following arguments on appeal:

            POINT I:

            OHM PROPERTIES, L.L.C. WAS NOT PROPERLY
            BEFORE THE COURT, AND THEREFORE, THE COURT
            HAD NO JURISDICTION TO ENTER AN ORDER FOR
            SPCIFIC PERFORMANCE AGAINST IT.

            POINT II:

            THE HANDWRITTEN DOCUMENT DATED OCTOBER 20,
            2012 WAS PRELIMINARY, MISSING ESSENTIAL
            TERMS, AND NOT INTENDED TO BE BINDING UNTIL
            AFTER THE SIGNING OF A FORMAL CONTRACT.

       As a threshold matter, the trial judge both found facts and

made legal conclusions.       When a party alleges error in a judge's

findings,   as   defendants    assert      here,   the   scope     of    appellate

review is limited.       We will only decide whether the findings

made    could   reasonably    have   been    reached     on    "sufficient"      or

"substantial"      credible     evidence      present         in   the     record,

considering the proof as a whole.             Rova Farms Resort, Inc. v.




                                      5                                   A-0668-14T2
Investors Ins. Co. of Am., 65 N.J. 474, 484 (1974).                                Meanwhile,

this     court    reviews        the    construction          and    interpretation          of

contracts de novo; because contract construction is a question

of law, no deference is owed to the trial court's interpretation

of such contracts.          See Kieffer v. Best Buy, 205 N.J. 213, 222-

23 (2011) (citations omitted).

       Defendants        first    argue       that   the      suit    against       them    was

improperly brought because Patel and Ohm Properties, L.L.C. were

never served with a complaint.                 They argue that, because a civil

action    can     only     be    commenced         against     a    party     by    filing     a

complaint,       and     because       they    received       no     notice    of     such     a

complaint, the trial court had no jurisdiction to enter its

order.    We disagree.

       A civil action is commenced by filing a complaint with the

court.     R. 4:2-2.            Service of a complaint on a defendant is

necessary        for   a    court       to     assert        jurisdiction          over    that

defendant.        R. 4:4-4.        These processes are required to comport

with   the      fundamental       requirements          of    due    process;        however,

parties need not formally serve each defendant in a case where

the requirements of due process are otherwise met.                             See Bussell

v. Dewalt Prods. Corp., 259 N.J. Super. 499, 509 (App. Div.

1992), certif. denied, 133 N.J. 431 (1993).                           Due process is a

"flexible concept that depends on the facts and circumstances of




                                               6                                      A-0668-14T2
the matter at hand."               State v. Cook, 179 N.J. 533, 559 (2004)

(citing N.J. Parole Bd. v. Byrne, 93 N.J. 192, 209 (1983)).

      "The   critical         components         of   due    process   are     adequate

notice,   opportunity          for    a   fair     hearing    and    availability     of

appropriate review."           Schneider v. City of East Orange, 196 N.J.

Super. 587, 595 (App. Div. 1984), aff'd 103 N.J. 115 (1986),

cert. denied, 479 U.S. 824, 104 S. Ct. 97, 93 L. Ed. 2d 48

(1986).         A    plaintiff        thus       fulfills     notice    and     process

requirements if a defendant knew about the litigation before

being   added       as    a   defendant,     and      if    said   defendant    has    an

opportunity to be fully heard.                   Bussell, supra, 259 N.J. Super.

at 509-10.      This is contemplated in our court rules, which allow

civil actions to continue when parties transfer their interest

in litigation.           See R. 4:34-3.

      In this case, defendants Patel and Ohm Properties, L.L.C.

were apprised of the pending lawsuit against them.                       The initial

complaint was served on Surjit Enterprises, L.L.C. which Patel

owned at the time of service.                Patel transferred the property to

Ohm   Properties,         L.L.C.     after   plaintiff       began   prosecuting      the

lawsuit, and as Patel was preparing to defend the lawsuit.                             We

are satisfied that all defendants had sufficient notice of the

action to prepare for it, an opportunity to be heard at trial,




                                             7                                 A-0668-14T2
and an opportunity for meaningful review on appeal.                                We perceive

no prejudice to defendants.

      Defendants also assert that plaintiff's failure to file a

lis   pendens      on     the    property        before       filing      their      complaint

constitutes      a   fatal       procedural          defect,     and      that      we    should

reverse    for    this     reason.         We       reject    this    argument.            It    is

without    sufficient        merit   to      warrant         discussion       in    a    written

opinion.    R. 2:11-3(e)(1)(E).

      Defendants' next argument is that the trial judge erred in

finding    that      the    parties       had        created     a    binding        contract.

Defendants       argue      that     the        document       Patel        signed        was     a

preliminary document, and that there was no "meeting of the

minds" as to essential contract terms.                       We disagree.

      Courts evaluate two primary factors in determining whether

parties created a binding contract: whether there has been a

"meeting    of    the      minds,"     and      whether       the    contract        manifests

mutual    assent     of    the   parties.             Newfield       Fire    Co.    No.     1    v.

Borough of Newfield, 439 N.J. Super. 202, 214-15 (App. Div.

2015)    (citations        omitted).         Furthermore,           the     Legislature         has

identified factors to consider that are unique to contracts for

the sale of real estate.                   Pursuant to N.J.S.A. 25:1-13, the

Legislature has provided that:

            An agreement to transfer an interest in real
            estate or to hold an interest in real estate



                                                8                                        A-0668-14T2
             for the benefit of             another          shall    not    be
             enforceable unless:

             (1) a description of the real estate
             sufficient to identify it, the nature of the
             interest to be transferred, the existence of
             the agreement, and the identity of the
             transferor and transferee are established in
             a writing signed by or on behalf of the
             party against whom enforcement is sought[.]

       The   Legislature     has     also       provided       that       "the     focus   of

inquiry in a situation involving an agreement for the sale of an

interest in real estate . . . should be whether an agreement has

been made between the parties by which they intend to be bound."

Morton v. 4 Orchard Land Tr., 180 N.J. 118, 126 (2004) (internal

citation omitted).

       Here, the trial judge found the requisite intent between

the parties to bind themselves in the words of the document

itself.      As the trial judge noted, Patel dictated the terms of

the    agreement     and     signed      it.           The     agreement         explicitly

acknowledged       that    "[f]or    all    intent          and    purpose        [sic]    the

property is sold to Trend Investment[s.]"                      These elements of the

contract     and   the    negotiations          lead   us     to     conclude      that    the

parties intended to be bound by the terms of the agreement.

       Defendants     assert     that      the     preliminary            nature    of     the

agreement establishes a lack of intent to be bound.                              However, a

signed memorandum, even if preliminary in nature, is sufficient

to    bind   the   signatories      of   the      memorandum         if   such     is    their



                                            9                                       A-0668-14T2
intent.     See, e.g., Comerata v. Chaumont, Inc., 52 N.J. Super.

299, 305 (App. Div. 1958).              Such a memorandum is binding as a

contract even if a formalized agreement is forthcoming.                                Ibid.

As   discussed        above,    even    if        the   handwritten      document         was

preliminary in nature, the parties' intent to be bound is clear

given the language used in the agreement and the circumstances

of the negotiations.            We thus conclude that the parties had the

requisite intent to bind themselves to a real estate contract.

     Defendants        also     argue    that       the    agreement         was    missing

certain essential terms, including future rent to be paid to

Trend     Investments,         L.L.C.   closing         terms,    terms        concerning

attorneys' fees, and a closing date.                    The trial court found that

these terms were not essential to the contract, and we agree.

"[I]t is not necessary for a writing to contain every possible

contractual provision to cover every contingency in order to

qualify    as   a     completed    binding         agreement."         Berg    Agency       v.

Sleepworld-Willingboro Inc., 136 N.J. Super. 369, 377 (App. Div.

1975) (citations omitted).               Rather, "[s]o long as the basic

essentials      are    sufficiently      definite,        any    gaps    left       by    the

parties should not frustrate their intent to be bound."                            Ibid.

     The    contract      in    this    case       contained     all    of    the    "basic

essentials" necessary to evince the parties' intent to be bound.

The contract identified the parties, identified the property to




                                             10                                     A-0668-14T2
be sold, set forth the consideration and payment of earnest

money, and was signed by the parties.       Accordingly, we disagree

with    defendants'   contention   that   the   contract   was   missing

essential terms and that the contract was thus unenforceable.

       Affirmed.




                                   11                            A-0668-14T2
