                                NOT FOR PUBLICATION WITHOUT THE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-0614-18T2

TRIPLE T CONSTRUCTION,
LLC, SCOTT RIDINGS,
ORGANIC WASTE SOLUTIONS
LLC, and ORGANIC WASTE
SYSTEMS LLC,

          Plaintiffs-Respondents/
          Cross-Appellants,

v.

TOWNSHIP OF WEST MILFORD,
TOWNSHIP OF WEST MILFORD
PLANNING BOARD, NANCY
GAGE, and VINCENT LUPO,


     Defendants-Appellants/
     Cross-Respondents.
_________________________________

                    Submitted September 10, 2019 – Decided October 15, 2019

                    Before Judges Fisher and Gilson.

                    On appeal from the Superior Court of New Jersey, Law
                    Division, Passaic County, Docket No. L-1119-14.
            Methfessel & Werbel, attorneys for appellants/cross-
            respondents (Scott Ketterer and Brent Robert Pohlman,
            on the briefs).

            Robert L. Moshman, LLC, attorneys for respondents/
            cross-appellants (Robert Lawrence Moshman and
            Daniel B. Sullivan, on the briefs).

PER CURIAM

      This appeal and cross-appeal arise out of a lease and sublease, under

which defendant Township of West Milford leased property from plaintiff Triple

T Construction, LLC and then subleased the property to plaintiff Organic Waste

Solutions, LLC so a "vegetative" waste recycling center could be operated.

After the term of the lease and sublease expired, a dispute arose concerning

whether the terms of the lease continued to govern under a holdover provision.

      The Township appeals and plaintiffs cross-appeal from a judgment

entered after a twelve-day bench trial. The trial court found that the lease and

sublease had terminated because the Township failed to negotiate in good faith.

The court then awarded plaintiffs $315,000 in damages, consisting of $301,500

of unjust enrichment and $13,500 for unpaid rent. The Township contends that

the trial court failed to identify the applicable standard for good faith

negotiations, erred in not finding a holdover contract, and relied on documents

not admitted into evidence. Plaintiffs argue that the trial court abused its


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                                       2
discretion in considering certain contractual issues and erred in deter mining

plaintiffs' damages. Having reviewed the record and law, we are not persuaded

by any of these arguments and we affirm.

                                       I.

      For a number of years, the Township had a vegetative waste recycling

center where both the Township and its residents could dispose of brush, grass,

and leaves. That center was located on three adjacent lots of land referred to as

Lots 29, 28.03, and 18.02. Lot 29 abutted Marshall Hill Road and Lycosky

Drive and the other two lots were "landlocked," meaning that they lacked direct

access to a road.

      Plaintiff Scott Ridings is the owner of Triple T and a part owner of OW

Solutions. Sometime prior to 2010, Triple T acquired Lot 29, which consists of

approximately ten acres and is known as 28 Marshall Hill Road, Block 6 002,

Lot 29. In 2010, Triple T entered into a lease with the Township, under which

the Township leased approximately three-and-a-half acres of Lot 29, so that it

could continue to be used as part of the Township's recycling center for

vegetative waste. The lease was for a period of thirty-six months and the start

of its term was made retroactive to October 1, 2009. The term of the lease ran

to September 30, 2012. The lease provided that the Township would pay a


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                                       3
monthly rent of $4500. The lease also had a holdover provision, which stated

that the Township "has no right to retain possession of the Premises or any part

thereof beyond the expiration of the term of this Agreement, unless the Parties

are negotiating a new lease or lease extension in good faith."

      On the same day that Triple T and the Township entered into the lease,

the Township entered into a sublease with OW Solutions. The sublease allowed

OW Solutions to use the three and a half acres of Lot 29 as a compost sit e. The

lease also provided that OW Solutions would allow the Township and its

residents to bring brush, grass, and leaves to the site and that OW Solutions

would "provide all the tube grinding, screening compost and screening fill

services for the site[.]" Township residents were also allowed to take, free of

charge, approximately half of the mulch and topsoil produced at the site. For its

part, OW Solutions had the right to sell or otherwise dispose of the other half of

the mulch and topsoil. In connection with the sublease, the Township also

allowed OW Solutions to use an exemption it had received from the New Jersey

Department of Environmental Protection allowing composting and recycling of

vegetative waste at the site.

      The sublease had the same termination date as the lease; that was:

September 30, 2012. The sublease also had an identical holdover provision as


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                                        4
the lease. Accordingly, the provision in the sublease stated that OW Solutions

"has no right to retain possession of the Premises or any part thereof beyond the

expiration of the term of this Agreement, unless the Parties are negotiating a

new lease or lease extension in good faith."

      In short, the lease and sublease allowed OW Solutions to operate the

vegetative waste recycling center. The center accepted brush and vegetation

from the Township and its residents, and processed the waste into mulch and

topsoil. Township residents could then take some of the mulch and topsoil for

free, and OW Solutions could sell the rest.       OW Solutions also accepted

vegetative waste from contractors and other towns and charged fees for that

service.

      In the summer of 2012, the parties began discussing a new lease. Triple

T wanted to increase the rent and extend the terms of the lease. The Township,

in contrast, wanted to reduce its rental payments and to have a shorter term for

the lease.

      By September 30, 2012, the parties had not agreed to terms for a new lease

or lease extension. Nevertheless, the parties and their attorneys continued to

communicate and exchange proposals after September 30, 2012.              Those

discussions went on until July 2013, when the Township informed Triple T that


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                                       5
it would vacate the portion of Lot 29 that it had leased and end the parties'

relationship.

      The Township also continued to pay the monthly rent after September 30,

2012. The Township sent Triple T monthly rental payments for October 2012

through June 2013. Triple T cashed those rent payments until April 2013, but it

did not cash the monthly checks for April, May, or June 2013. In 2014, the

Township cancelled the uncashed checks for those three months.

      Meanwhile, on October 29, 2012, Super Storm Sandy struck. The storm

had a devastating effect on the Township and thousands of trees within the

Township were knocked down. As a result, the Township and its residents

brought large quantities of trees and other vegetation to the recycling center for

disposal and processing. The large increase in the quantity of debris being

brought to the recycling center was a topic of discussion while the parties tried

to come to terms on a new lease or lease extension.

      OW Solutions sent the Township a number of invoices seeking payment

for processing the Sandy-related debris.     The Township did not pay those

invoices, but there were discussions that the Federal Emergency Management

Agency (FEMA) might pay those invoices or if the Township paid the invoices,

FEMA might reimburse the Township. Payment for the Sandy-related debris


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                                        6
remained an issue in dispute when the Township terminated the lease and

sublease in July 2013.

      In March 2014, plaintiffs Ridings, Triple T, OW Solutions and Organic

Waste Systems, LLC (OW Systems) filed suit against the Township, its planning

board, and two Township officials. 1 The complaint filed by plaintiffs contained

twenty counts that alleged a number of causes of action, including claims for

breach of contract, unjust enrichment, fraud, defamation, extortion, malicious

prosecution, mental and physical harm, and violations of federal civil rights and

the first amendment of the federal Constitution.

      Defendants removed the action to federal court based on federal question

jurisdiction. Defendants then moved for partial summary judgment to dismiss

the majority of plaintiffs' claims. In June 2014, the federal court dismissed

seventeen of the twenty counts alleged by plaintiffs. One of the dismissed

claims was plaintiffs' breach of contract claim. The federal court also dismissed

the unjust enrichment claim against the planning board and the two town

officials and, thereby, left that claim only against the Township.



1
  In 2013, Ridings established OW Systems and apparently that entity took over
the responsibility for operating the recycling center from OW Solutions. Thus,
some of the work in processing the Sandy-related debris was performed by OW
Systems and some of the invoices for that work were sent by OW Systems.
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                                        7
      Thereafter, the federal court ruled that it would not retain jurisdiction over

the remaining state law claims and, in January 2017, it remanded the remaining

claims to the Law Division. After the action was remanded, there were three

remaining claims: an unjust enrichment claim against the Township, a

negligence claim, and a trespass claim.        Defendants moved for summary

judgment on those three claims. The trial court granted summary judgment

dismissing the claims of negligence and trespass, but denied summary judgment

on the unjust enrichment claim.

      In the Law Division, the parties agreed to a bench trial of the only

remaining claim, the unjust enrichment claim against the Township. A trial was

conducted over twelve days between June 2018 and September 2018.

      After the evidence was presented, the trial court rendered its decision on

September 12, 2018. The court made its findings of fact and conclusions of law

on the record. The trial judge found that the Township had not negotiated in

good faith and, as a result, concluded that the holdover provision of the lease

had not been triggered. The trial court found that OW Solutions was entitled to

damages of $301,500 under the theories of unjust enrichment and quantum

meruit.




                                                                            A-0614-18T2
                                         8
        In making that damage award, the trial court found that OW Solutions had

processed 67,000 cubic yards of Sandy-related debris and it was entitled to

payment of $4.50 per cubic yard. The trial court found that $4.50 was the

appropriate rate because OW Solutions had used that amount on the initial

invoices sent to the Township. The trial court also awarded Triple T $13,500,

consisting of the rent payments for April, May, and June of 2013. The court

then embodied its ruling into a judgment that was entered on September 25,

2018.

                                       II.

        As previously noted, the Township appeals and plaintiffs cross-appeal

from the September 25, 2018 judgment. The Township makes three arguments:

(1) trial court failed to identify a standard for what constitutes good faith

negotiations and, therefore, the matter should be remanded for a new tri al under

the correct legal standard; (2) the parties negotiated in good faith and the

holdover provision was triggered so there should have been no award for unjust

enrichment; and (3) the trial court erred by relying on documents not admitted

into evidence. On their cross-appeal, plaintiffs make two arguments, contending

that the trial court erred: (1) in considering contract issues when the only claim




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                                        9
being tried was an unjust enrichment claim; and (2) in its determination of

damages.

      Having considered the parties' arguments in light of the record and law,

we affirm because the trial judge's determinations are supported by substantial

credible evidence and we discern no error warranting reversal. We initially,

identify our standard of review and then analyze the Township's appeal and

plaintiffs' cross-appeal.

      A. Our standard of Review

      "Final determinations made by [a] trial court sitting in a non-jury case are

subject to a limited and well-established scope of review." City Council of

Orange Twp. v. Edwards, 455 N.J. Super. 261, 271 (App. Div. 2018) (quoting

D'Agostino v. Maldonado, 216 N.J. 168, 182 (2013)). We will not "disturb the

factual findings of the trial court '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.'" Id. at

272 (alterations in original) (quoting D'Agostino, 216 N.J. at 182). A trial

court's credibility determinations are also accorded deference because the court

"'hears the case, sees and observes the witnesses, and hears them testify,'

affording it 'a better perspective than a reviewing court in evaluating the veracity


                                                                            A-0614-18T2
                                        10
of a witness.'" Ibid. (quoting Gnall v. Gnall, 222 N.J. 414, 428 (2015)). "To the

extent that the trial court interprets the law and the legal consequences that flow

from established facts, we review its conclusions de novo." Motorworld, Inc. v.

Benkendorf, 228 N.J. 311, 329 (2017) (first citing D'Agostino, 216 N.J. at 182;

then citing Manalapan Realty, L.P. v. Twp. Comm. of Manalapan, 140 N.J. 366,

378 (1995)).

      B.    The Township's Appeal

      The Township's first two arguments relate to whether the parties

negotiated in good faith. In that regard, the Township contends that it did

negotiate in good faith and, therefore, the holdover provision was triggered and

the terms of the lease and sublease continued to govern the parties' dealings until

the formal termination of the lease and sublease in July 2013. The Township

then contends that under the express terms of the sublease, OW Solutions was

obligated to accept all debris from the town and its residents without charging

any fee. In challenging the decision made by the trial court, the Township

asserts that the trial court failed to identify a standard for what constituted good

faith and, therefore, we should reverse the judgment and remand for a new trial.

We disagree.




                                                                            A-0614-18T2
                                        11
      Here, the term "good faith" was used in the holdover provision in both the

lease and the sublease. As such, it is a contractual term and should be given its

plain and ordinary meaning. See Kernahan v. Home Warranty Adm'r of Florida,

Inc., 236 N.J. 301, 321 (2019) (citing Roach v. BM Motoring, LLC, 228 N.J.

163, 174 (2017)). "Good faith" is a common legal term. "Among other things,

good faith means 'honesty and belief or purpose' and 'fairness to one's duty or

obligation.'" State v. Crawley, 187 N.J. 440, 461 n.8 (2006) (quoting Black's

Law Dictionary, 701 (7th Ed. 1999)); see also Restatement (Second) of

Contracts, § 205 cmt. a ("Good faith performance or enforcement of a contract

emphasizes faithfulness to an agreed common purpose and consistency with the

justified expectations of the other party. . . ."). Because courts cannot catalogue

every form of bad faith conduct, "[e]ach case is fact-sensitive." Brunswick Hills

Racquet Club, Inc. v. Rt. 18 Shopping Center Assocs., 182 N.J. 210, 225 (2005).

      The trial court conducted this "fact-sensitive" inquiry. The central issue

was whether the parties had negotiated in good faith on the terms of a new lease

or lease extension. The trial judge found that although the parties had engaged

in negotiations over the course of months, the Township had not participated in

those negotiations in good faith. In making that finding, the court reviewed the

testimony of the witnesses at trial and the evidence submitted, which included


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                                       12
correspondence concerning the negotiations and minutes of the Township's

executive committee sessions. Based on that evidence, the trial court found that

from the outset, the Township was seeking to end the relationship and to find a

way out of the relationship so that it could recycle its vegetative waste without

dealing with plaintiffs. Consequently, the trial court's findings concerning the

Township's lack of good faith were factual findings based on substantial credible

evidence. We discern no basis for reversing the trial court's finding that the

Township did not negotiate in good faith.

      The Township goes on to argue that the evidence presented at trial

demonstrated that both parties were engaged in good faith negotiations. In

support of that position, the Township cites to certain findings made by the trial

court and details the evidence that it contends supports its position. The short

rebuttal to this argument is that the Township simply disagrees with the trial

court's factual findings. As already noted, the trial court's factual findings are

supported by substantial credible evidence presented at the trial. That the

Township can point to other evidence is not a basis for reversing the finding s of

fact made by the trial court.

      Finally, the Township contends that the trial court improperly relied on a

document not admitted into evidence in reaching its conclusion that the


                                                                          A-0614-18T2
                                       13
Township did not negotiate in good faith. Specifically, the Township points to

the trial court's reference to certain handwritten notes on a document.           In

referencing those notes, however, the trial court made it clear that the notes were

"not tremendously important."      More importantly, the trial court identified

numerous other documents, which had been admitted into evidence, in support

of its findings concerning the lack of good faith by the Township. The trial court

also reviewed the testimony of the various witnesses. Thus, to the extent that

the trial court referenced a document not in evidence, there was other substantial

credible evidence supporting its findings. Furthermore, the Township has failed

to demonstrate that the trial court placed undue reliance on the document that

was not in evidence.

      When parties do not have an express contract governing their relationship,

the law allows for quasi-contractual remedies. New York-Connecticut Dev,

Corp. v. Blinds-To-Go (U.S.), Inc., 449 N.J. Super. 542, 556 (App. Div. 2017).

Accordingly, plaintiffs sought damages under the theories of unjust enrichment

and quantum meruit.

      To establish unjust enrichment, the plaintiff must show that it expected

remuneration from defendant at the time it performed or confirmed a benefit on

defendant and that retention of that benefit without payment would be unjust.


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                                       14
Woodlands Community Ass'n, Inc. v. Mitchell, 450 N.J. Super. 310, 317 (App.

Div. 2017) (citing VRG Corp. v. GKN Realty Corp., 135 N.J. 539, 554 (1994)).

"Recovery under quantum meruit similarly rests on the principle that one party

should not be allowed to be enriched unjustly at the expense of another party."

Mitchell, 450 N.J. Super. at 318 (citing Weichert Co. Realtors v. Ryan, 128 N.J.

427, 437 (1992)).

      The trial court found that OW Solutions processed a large quantity of

Sandy-related debris after the lease and sublease had expired. The court also

found that OW Solutions expected the Township to pay for the cost of

processing the extra debris at the time that those services were being performed

in late 2012 and 2013. Finally, the court found that the Township's receipt of

that benefit without payment would be unjust. Accordingly, the trial court's

legal findings concerning OW Solution's right to damages under the theories of

unjust enrichment and quantum meruit were supported by the trial court's factual

findings and were consistent with the law. We, therefore, discern no basis for

reversing the trial court's judgment.

      C.    Plaintiffs' Cross-Appeal

      Plaintiffs first argue that they were unfairly prejudiced when the trial court

allowed the Township to introduce evidence concerning its argument that it


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                                        15
negotiated in good faith and the lease and sublease continued to govern the

parties' relationship. Plaintiffs contend that the contractual claim had already

been dismissed from the case and the Township had failed to raise that claim as

an affirmative defense.     A review of the record, however, establishes that

plaintiffs suffered no prejudice. Indeed, plaintiffs prevailed on their unjust

enrichment claim.

      Prior to the trial, plaintiffs moved in limine to preclude the Township from

raising the issue of whether there was a contract. As they argue now, plaintiffs

argued before the trial court, that the Township had waived the affirmative

defense that there was a contract and that the trial should focus only on plaintiffs'

claim of unjust enrichment. Plaintiffs also argue that if contractual evidence

was allowed, they would be prejudiced because they had only prepared for a

trial on the unjust enrichment claim.

      The trial judge denied plaintiffs' in limine motion.          The trial judge

reasoned that although the remaining claim was on unjust enrichment,

defendants' defense to that claim was that the contract still existed and,

therefore, the remedy of unjust enrichment was not available to plaintiffs.

      Determinations on the admissibility of evidence are committed to the

sound discretion of the trial court. Estate of Hanges v. Metro. Prop. & Cas. Ins.


                                                                             A-0614-18T2
                                        16
Co., 202 N.J. 369, 383 (2010) (citing State v. Harvey, 151 N.J. 117, 166 (1997)).

We use a deferential standard of review in considering a trial court's decision on

the admission of evidence and will only reverse for an abuse of discretion. Ibid.

      We discern no abuse of discretion in the trial court's decision to allow the

Township to contend that it negotiated in good faith and that the lease and

sublease continued to govern the relationship of the parties. As the in limine

motion demonstrated, all parties were aware that the contract defense would be

an issue at trial. Just as importantly, a review of the trial record establishes that

plaintiffs, and their counsel, were well-prepared to address these contentions

and they did not suffer any undue prejudice. Indeed, plaintiffs prevailed on their

claim that there was no contract and that they were therefore entitled to unjust

enrichment. Their argument that they somehow suffered prejudice and, in

particular, that their damage claim was somehow negatively affected, is not

supported by the record.

      Next, plaintiffs contend that there were errors of law, errors of fact, and

oversights made by the trial court in its determination of damages. In that

regard, they contend that the trial court's determinations of the amount of debris

and rate for processing that debris were errors. The questions of the amount of

Sandy-related debris processed by plaintiffs and the appropriate rate of


                                                                             A-0614-18T2
                                        17
compensation were disputed issues of fact at the trial. The trial judge reviewed

the evidence submitted by the parties and found that plaintiffs had not kept

accurate records concerning the quantity of debris that was brought to the center

for processing. Accordingly, the court looked to certain invoices sent by OW

Solutions to the Township. Relying on those invoices, the court found that the

Township and its residents brought 67,000 cubic yards of Sandy-related debris

to the center. Also using those invoices, the court found that the expected and

reasonable compensation was $4.50 per cubic yard as invoiced by OW Solutions

itself.

          Plaintiffs' arguments concerning the errors of law, fact, and oversight are

simply disputes about the factual findings made by the trial judge. While

plaintiffs argue that the trial judge "missed the ballpark" in determining

plaintiffs' damages, all of those arguments rely on evidence which the trial court

considered, but rejected.

          We also reject plaintiffs' arguments that the trial court erred in not

distinguishing work and invoices sent by OW Solutions and OW Systems. Nor

are we persuaded by the arguments that the trial court overlooked three elements

of plaintiffs' damages. Again, the trial court did not commit reversible error in

not considering those contentions; rather, the evidence was presented and the


                                                                             A-0614-18T2
                                          18
trial court made its findings based on other evidence, which it found to be more

credible. In short, we find no grounds to reverse the trial court's determinations

on the amount of and basis for the damages.

      Affirmed.




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