                                NOT FOR PUBLICATION WITHOUT THE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 NOS. A-3018-18T1
                                                                    A-3827-18T1
                                                                    A-4524-18T1

ALLSTATE LENDING GROUP,
INC.,

          Plaintiff-Respondent,

v.

THE GRAN CENTURIONS, INC.,
and UNION COUNTY CAPITAL,
LLC,

          Defendants-Appellants,

and

GARRY'S CATERING, LLC and
GARRY RUANE,

     Defendants-Respondents.
_______________________________

THOMAS BOROWSKI, MELISSA
EISEN, SAMUEL BOROWSKI,
ITALSKI, LLC, UNION COUNTY
CAPITAL, LLC and THE GRAN
CENTURIONS, INC.,
     Plaintiffs-Appellants,

v.

MICHAEL SCANNELL, individually,
and ALLSTATE LENDING GROUP,
INC.,

     Defendants-Respondents.
_________________________________

           Argued telephonically May 4, 2020 –
           Decided June 23, 2020

           Before Judges Messano, Vernoia and Susswein.

           On appeal from the Superior Court of New Jersey,
           Chancery Division and Law Division, Union County,
           Docket Nos. C-000145-18 and L-3596-18.

           Richard A. Grodeck argued the cause for appellants in
           A-3018-18 and A-4524-18 and respondents in A-3827-
           18 (Piro, Zinna, Cifelli, Paris & Genitempo, LLC,
           attorneys; Richard A. Grodeck, on the briefs).

           Sean Mack argued the cause for respondents Allstate
           Lending Group, Inc. and Michael Scannell (Pashman
           Stein Walder Hayden, PC, attorneys; Sean Mack and
           Howard Pashman, on the briefs).

           Barbara Schwartz argued the cause for respondents
           Garry's Catering, LLC and Garry Ruane in A-3018-18
           and appellants in A-3827-18 (Law Office of Paul
           Swanicke, attorneys; Barbara Schwartz and Paul
           Swanicke, on the brief).

PER CURIAM


                                                                   A-3018-18T1
                                    2
      These three appeals arise from orders entered in two actions, one in the

Law Division and the other in the Chancery Division, involving common parties

and claims over the funding and payment of three loans totaling $2.65 million.

We scheduled the appeals back-to-back-to-back and now consolidate them for

purpose of issuing a single opinion. Resolution of the three appeals is centered

on a common issue: did the Law Division and Chancery Division correctly

determine claims asserted in the respective complaints are subject to binding

arbitration pursuant to arbitration agreements executed in connection with the

three loans? Based on our review of the records presented in light of the

applicable law, we conclude the courts correctly found the pertinent claims are

subject to the parties' arbitration agreements, and we affirm the challenged

orders.

                                       I.

      Prior to addressing the orders from which the appeals are taken, we

identify the parties and summarize the proceedings between them to provide

context for our discussion of the legal issues presented. The Gran Centurions ,

Inc. (TGC) is a non-profit corporation, the ownership of which is represented by

sixty-eight bonds. TGC owns a restaurant, a banquet facility, and real property

in Clark.


                                                                        A-3018-18T1
                                       3
      Garry's Catering, LLC (Garry's) is party to a lease with TGC pursuant to

which it operates a banquet facility at TGC's Clark property. Garry Ruane

(Ruane) is Garry's sole member, and he is also a TGC bondholder. Under its

lease with TGC, Garry's had a right of first refusal to purchase TGC and its Clark

property if they were offered for sale.

      In October 2016, Garry's filed a Chancery Division action (the 2016

action) against TGC challenging a proposed sale of TGC bonds to Union County

Capital, LLC (UCC). Garry's asserted the proposed sale of the bonds violated

its right of first refusal under its lease with TGC.

      In 2017, Ruane filed a Chancery Division action (the 2017 action) against

Thomas Borowski (Borowski) and UCC, asserting Borowski was a principal in

UCC, and the "self-appointed [p]resident and/or [c]hairperson of [the] Board of

Trustees of TGC." The complaint alleged Borowski and UCC purchased the

bonds of certain TGC bondholders in violation of TGC's by-laws and had taken

various actions on TGC's behalf without proper legal authority. In particular,

the complaint alleged Borowski and UCC acted without proper legal authority

on TGC's behalf to borrow $1.65 million from Allstate Lending Group, Inc.

(Allstate) and mortgage TGC's Clark property to Allstate to secure payment of

the loan.


                                                                          A-3018-18T1
                                          4
      On November 16, 2017, the 2016 and 2017 actions were settled. Garry's

and Ruane entered into a "MUTUAL RELEASE AND SETTLEMENT

AGREEMENT" with TGC, UCC, and Borowski, in which the parties released

each other from any and all claims that were made, or could have been made, in

the 2016 and 2017 actions and through the date of the agreement.

      The $1.65 million loan Allstate made to TGC, which Ruane challenged in

the 2017 litigation, was one of three loans Allstate made related to TGC and its

property. The proceeds from the three loans were intended to finance the

purchase of TGC bonds and TGC's real property in Clark by Borowski and UCC.

Disputes concerning the three loans, and the ensuing litigation, give rise to the

three pending appeals.

      On December 6, 2016, Allstate loaned $500,000 to Borowski and

$500,000 to Italski, LLC (Italski).     Borowski executed separate $500,000

promissory notes on his own behalf and on behalf of Italski. To secure payment

of the $500,000 loan to Borowski, he executed a mortgage in Allstate's favor on

property located in Linden. The $500,000 loan to Italski was secured by a

mortgage on property in Howell that Borowski executed on Italski's behalf.

      Five weeks later, Allstate loaned $1.65 million to TGC.          Borowski

executed a promissory note in that amount on behalf of TGC, as well as a


                                                                         A-3018-18T1
                                       5
mortgage in Allstate's favor on TGC's property in Clark. The mortgage secured

the performance of TGC's obligations under the note.

     In connection with each of the loans, Borowski executed identical

"ARBITRATION AGREEMENTS" on his own behalf and on behalf of Italski

and TGC, respectively. Each agreement stated as follows:

           Arbitration is a process by which both parties to a
           dispute agree to submit the matter to an arbitrator who
           has expertise in the area and to abide by the arbitrator's
           decision. There is no right to a trial by jury and the
           arbitrator's legal and factual determinations are
           generally not subject to appellate review. Arbitration
           rules of evidence and procedure are often less formal
           and less rigid than the rules which apply in court.
           Arbitration usually results in a decision much more
           quickly than proceedings in court, and the attorneys'
           fees and other costs incurred by both sides may be
           substantially less.     You are free to discuss the
           advisability of arbitration with us, or with your own
           independent counsel or any of your other advisors, and
           to ask any questions which you may have. Both the
           United States Supreme Court and the California
           Supreme Court have endorsed arbitration as an
           accepted and favored method of resolving disputes,
           because it is economical and expeditious.

           By signing this engagement agreement, we agree that,
           in the event of any dispute or claim arising out of or
           relating to this agreement, our relationship, our
           charges, or our services, SUCH DISPUTE OR CLAIM
           SHALL BE RESOLVED BY SUBMISSION TO
           FINAL AND BINDING ARBITRATION IN LOS
           ANGELES COUNTY, CALIFORNIA BEFORE A
           RETIRED JUDGE OR JUSTICE. BY AGREEING TO

                                                                        A-3018-18T1
                                       6
            ARBITRATE, YOU WAIVE ANY RIGHT YOU
            HAVE TO A COURT OR JURY TRIAL. If we are
            unable to mutually agree on a retired judge or justice,
            then each side will name one retired judge or justice and
            the two named persons will select a neutral judge or
            justice who will act as the sole arbitrator. The fees of
            the arbitrator will be paid equally by both the Firm and
            you.

      Following execution of the notes, mortgages, and arbitration agreements

for the three loans, disputes arose between Allstate, as the lender and mortgagee,

and Borowski, Italski, and TGC, as the respective borrowers and mortgagors. It

appears the disputes concerned Allstate's funding of the loans, with Borowski,

Italski, and TGC claiming Allstate deducted improperly calculated prepaid

interest from the respective loan proceeds and otherwise improperly delayed

making the loan payouts to the respective borrowers.

      As a result of the disputes, separate actions in the Law Division and

Chancery Division were commenced. Those actions resulted in the entry of the

orders from which the pending appeals were taken. We briefly describe in turn

each action and the orders at issue in the pending appeals.

The Chancery Division Action (A-3018-18 and A-3827-18)

      In October 2018, Allstate filed a verified complaint in the Chancery

Division against TGC; UCC, "which owns [TGC]"; and Garry's, which Allstate

alleged "is the primary tenant at [TGC's] [p]roperty." The complaint alleged

                                                                          A-3018-18T1
                                        7
TGC defaulted on the $1.65 million note to Allstate, and Allstate had served

TGC with a demand for arbitration over the matters in dispute.              Allstate

requested the court appoint a receiver to collect rents and to maintain TGC's

property pending resolution of the underlying disputes between Allstate and

TGC in arbitration. 1 No claims were asserted against Garry's; it was named as

a defendant because it was obligated to pay rent pursuant to its lease with TGC.

        In November 2018, Allstate moved for an order compelling TGC to

proceed to arbitration.     TGC opposed the motion, arguing the arbitration

agreement was unenforceable because it was not the product of mutual assent as

to the arbitral forum and the rules to be applied during the arbitration. Garry's

did not oppose Allstate's motion to compel TGC to proceed to arbitration, and

Garry's counsel did not participate in the two hearings the court held on the

motion. In late November, Garry's filed an order to show cause, an answer to

the complaint, and cross-claims and a third-party complaint against Borowski,

UCC, TGC, and Borowski's wife and father.

        At a December 21, 2018 hearing, the court denied Allstate's motion to

compel arbitration, finding the parties to the arbitration agreements did not have

"a meeting of the minds," but it also stated it would issue a written opinion


1
    The court entered a January 4, 2019 order appointing a rent receiver.
                                                                            A-3018-18T1
                                         8
setting forth its statement of reasons. On December 31, 2018, the court entered

an order granting Ruane leave to intervene and denying Garry's and Ruane's

request for appointment of a fiscal agent and conservator of TGC.

      A few days later, the court requested additional briefing and argument on

issues related to Allstate's motion to compel arbitration.         Following the

submission of additional briefs on behalf of Allstate and TGC, and an opposition

brief filed on behalf of Garry's, the court heard additional argument on Allstate's

motion to compel arbitration.

      The Chancery Division judge subsequently issued a detailed March 1,

2019 written opinion finding the arbitration agreement between TGC and

Allstate enforceable and TGC was obligated to arbitrate Allstate's claims. On

March 1, 2019, the court also entered an order directing TGC and Allstate to

proceed to arbitration.2 The court did not order Garry's to arbitrate any of the

claims asserted in its cross-claims or third-party complaint against TGC,

Borowski, UCC, or Borowski's wife or father.




2
  The order includes a typographical error. It includes the following, "IT IS on
this 1st day of March, 2018," but the order accompanied the court's March 1,
2019 written opinion and is marked filed by the court on "March 1, 2019."


                                                                           A-3018-18T1
                                        9
      The court subsequently entered an order pursuant to R. 2:9-5(c) staying

the arbitration pending TGC's appeal from the March 1, 2019 order compelling

arbitration. TGC's appeal from the March 1, 2019 order in A-3018-18.

      The court later entered an April 12, 2019 order dismissing the case

because the "parties [were] going to arbitration." Garry's appealed from the

court's March 1, 2019 and April 12, 2019 orders, and its appeal is pending in A-

3827-18.

      In a July 31, 2019 order, we granted in part and denied in part Garry's

motion for a remand, vacation of the settlement of the 2016 and 2017 actions to

which Garry's was a party, and consolidation of those actions with the pending

Chancery Division case.       We remanded to the Chancery Division for

reinstatement of the complaint and other pleadings to allow for the filing of

responsive pleadings and discovery. Our order effectively reversed and vacated

the court's April 12, 2019 dismissing the Chancery Division action. We directed

that the matter "may proceed as to all other issues and parties not subject to the

arbitration order."




                                                                          A-3018-18T1
                                       10
The Law Division Action (A-4524-18)

      In December 2018, Borowski, TGC, Italski, and UCC, filed a complaint

in the Law Division against Allstate and its principal Michael Scannell.3 The

complaint asserted the following claims arising from the three loans: an

accounting for each of the loans; breach of contract; breach of the covenant of

good faith and fair dealing; breach of the New Jersey Consumer Fraud Act

(CFA), N.J.S.A. 56:8-1 to -224; breach of the "Consumer Finance Licensing

Act"; intentional infliction of emotional distress; tortious interference with

contract rights; and violations of the New Jersey "Civil RICO" statute, N.J.S.A.

2C:4-2.4 The complaint also sought a declaratory judgment that the arbitration

agreements executed as part of the three loans were "unenforceable as a matter

of law."


3
   It appears the action was commenced with the filing of a complaint, which
was amended prior to the filing of any responsive pleading. The complaint to
which we refer is the amended complaint. We note that Borowski's wife and
father were also plaintiffs in the action. We do not address the allegations
pertinent to them because they are not parties to the arbitration agreements at
issue on appeal; they were not ordered to participate in the arbitration; and they
do not appeal from the court's orders at issue on appeal.
4
    The cause of action for violation of what Borowski, Italski, and TGC
characterized as the "Consumer Finance Licensing Act" was later withdrawn at
their request. Their complaint did not include a citation to the statute(s) they
claimed comprise the purported act.


                                                                          A-3018-18T1
                                       11
      Allstate and Scannell moved to dismiss the complaint for lack of

jurisdiction over Scannell and for failure to state a claim upon which relief may

be granted, and, in the alternative, they moved for a "stay" of the action "in favor

of arbitration." In a May 24, 2019 opinion issued from the bench, the Law

Division judge determined Borowski's, Italski's and TGC's arbitration

agreements with Allstate are binding and enforceable, and the claims asserted in

the complaint are subject to the arbitration obligation.

      In a June 13, 2019 order, the court granted in part and denied in part the

motion. The court ordered that the claims asserted by Borowski, Italski and

TGC against Allstate be determined in an arbitration proceeding initiated by

Allstate. Borowski, Italski, and TGC appealed from the court's order. Their

appeal is pending in A-4524-18.

The Pending Appeals

      Parties appealing from orders compelling arbitration may appeal as of

right because the orders are "deemed . . . final judgment[s] of the court for appeal

purposes." R. 2:2-3(a)(3); see also R. 2:2-3(a)(1) (providing for appeals as of

right from "final judgments of the Superior Court trial divisions"). Here, TGC,

Borowski, and Italski appeal from the Law Division's June 13, 2019 order

compelling arbitration of the claims involving Allstate, and TGC appeals from


                                                                            A-3018-18T1
                                        12
the Chancery Division's March 1, 2019 order compelling arbitration, also of the

claims involving Allstate.

      Although Garry's is not subject to any orders compelling it to proceed in

arbitration, it appeals from the Chancery Division's March 1, 2019 order

compelling TGC to proceed to arbitration and the court's April 12, 2019 order

dismissing the Chancery Division action that we effectively reversed in our July

31, 2019 order. As noted, our July 31, 2019 order reinstated the Chancery

Division action and permitted the continued litigation of all claims, including

Garry's, that are not subject to the court's order compelling arbitration.

                                        II.

      We first consider the issues common to the orders compelling arbitration

because they are properly presented as appeals from the final judgments

embodied in the Chancery Division's March 1, 2019 order and the Law

Division's June 13, 2019 order. The challenges to the orders are founded on

identical grounds. TGC, Italski, and Borowski assert the arbitration agreements

are unenforceable because they do not specify an arbitral forum; they do not

encompass the claims asserted in the actions; and they do not include a waiver

of the right to proceed in court on their statutory claims against Allstate. TGC,

Italski, and Borowski claim the purported deficiencies in the arbitration


                                                                             A-3018-18T1
                                       13
agreements establish there was no meeting of the minds between the respective

parties and, as a result, the agreements are unenforceable.

      We apply a de novo standard of review when construing an arbitration

provision in a contract. Morgan v. Sanford Brown Inst., 225 N.J. 289, 302-03

(2016); Atalese v. U.S. Legal Servs. Grp., LP, 219 N.J. 430, 445-46 (2014). We

apply the same de novo review when deciding whether a valid and enforceable

arbitration agreement exists. Barr v. Bishop Rosen & Co., Inc., 442 N.J. Super.

599, 605 (App. Div. 2015) (citing Hirsch v. Amper Fin. Servs., LLC, 215 N.J.

174, 186 (2013)). We owe "no special deference to the judge's determination of

[the enforceability of an arbitration agreement]." Flanzman v. Jenny Craig, Inc.,

456 N.J. Super. 613, 619 (App. Div. 2018), certif. granted, 237 N.J. 310 (2019).

      Here, both federal and state laws governing arbitration agreements are

applicable. The Federal Arbitration Act, 9 U.S.C. §§ 1 to 16, and the Uniform

Arbitration Act, N.J.S.A. 2A:23B-1 to -36, favor arbitration of disputes. KPMG

LLP v. Cocchi, 565 U.S. 18, 21 (2011); Roach v. BM Motoring, LLC, 228 N.J.

163, 173 (2017).

      "An agreement to arbitrate, like any other contract, 'must be the product

of mutual assent, as determined under customary principles of contract law.'"

Atalese, 219 N.J. at 442 (citing NAACP of Camden Cty. E. v. Foulke Mgmt.


                                                                         A-3018-18T1
                                      14
Corp., 421 N.J. Super. 404, 424 (App. Div. 2011)). "Mutual assent requires that

the parties have an understanding of the terms to which they have agreed." Ibid.

A legally enforceable agreement requires a "meeting of the minds." Ibid. (citing

Morton v. 4 Orchard Land Tr., 180 N.J. 118, 120 (2004)).

      TGC, Borowski, and Italski assert the arbitration agreements are

unenforceable because they do not identify the arbitral forum. In Flanzman, we

defined the arbitral forum "as the mechanism – or setting – that parties utilize to

arbitrate their dispute." 456 N.J. Super. at 623. Here, the arbitration agreements

clearly provide a mechanism and the setting for the arbitration of the parties'

disputes. The agreements state the arbitrations will take place before a mutually

agreed upon retired California judge or justice, and, where no mutual agreement

is reached, each party will select one retired judge or justice and the two named

persons select a neutral judge or justice who will act as the sole arbitrator . This

provision defines the arbitral forum. As we explained in Flanzman, where the

parties "agree that a dispute [will] be arbitrated by an arbitral institution, or an

arbitrator or arbitrators, then that is the agreed upon forum." Ibid. (emphasis

added).

      TGC, Borowski, and Italski also assert there was no meeting of the minds,

and therefore no enforceable contracts to arbitrate, because the arbitration


                                                                            A-3018-18T1
                                        15
agreements do not define the rules by which the arbitrations will be conducted.

They contend that although the agreements state the "rules of evidence and

procedure are often less formal and less rigid than the rules which apply in

court," the agreements do not sufficiently define the rules governing the

arbitration proceedings.        They claim the arbitration agreements are

unenforceable because a binding agreement to arbitrate must define "both the

rights that have been waived and the rights that have taken their place." Kleine

v. Emeritus at Emerson, 445 N.J. Super. 545, 552-53 (App. Div. 2016).

      TGC, Borowski, and Italski rely on our decision in Flanzman, where we

considered the enforceability of a putative arbitration agreement that provided

the claims and controversies between the parties were to be "settled by final and

binding arbitration." 456 N.J. Super. at 618. The agreement did not provide for

an arbitral forum; that is, the agreement did not define any mechanism or setting

for the arbitration of the parties' dispute. Id. at 622.

      We observed that "[s]electing an arbitral institution," such as the

American Arbitration Association, as the arbitral forum "informs the parties, at

a minimum, about that institution's general arbitration rules and procedures. "

Id. at 626. We noted that "[w]ithout knowing [that] basic information, parties




                                                                         A-3018-18T1
                                        16
to an arbitration agreement will be unfamiliar with the rights that replaced

judicial adjudication," and "will not reach a 'meeting of the minds.'" Ibid.

        In Flanzman, we relied on Oasis Health & Rehabilitation of Yazoo City,

LLC v. Smith, where the court found an arbitration agreement enforceable

because it included "an agreed method for selection" of the arbitrator. 42 F.

Supp. 3d 821, 826 (S.D. Miss. 2014). We observed that in Oasis, by providing

a method for the selection of the arbitrator, the parties "reached a 'meeting of

the minds' as to what rights replaced the right to a jury trial." Flanzman, 456

N.J. Super. at 629. We further found an agreement adequately reflects a meeting

of the minds about what replaced the rights the parties have given up when it

provides for the selection of a neutral arbitrator or "permit[s] each party to pick

an arbitrator and then those arbitrators . . . select [a] neutral arbitrator." Id. at

630. Here, the arbitration agreements provide the identical information.

        In Flanzman, we were not required to address the precise issue presented

here.    Instead, we considered an arbitration agreement that "omitted any

reference whatsoever to an arbitral forum," and we concluded that, as a result,

the parties did not reach a meeting of the minds on the arbitral forum. 456 N.J.

Super. at 622. As we have explained, the parties here expressly agreed upon an

arbitral forum—a retired California judge or justice—in a manner supporting a


                                                                             A-3018-18T1
                                        17
finding there was a meeting of the minds between TGC, Borowski, and Italski,

respectively, and Allstate, as we defined the requirement in Flanzman.

      In her written opinion, the Chancery Division judge rejected TGC's,

Borowski's, and Italski's argument the arbitration agreements do not sufficiently

define the rules and procedures governing the arbitration proceedings. The court

found that, as a matter of law, the New Jersey Arbitration Act (the Act), N.J.S.A.

2A:23B-1 to -36, provides the arbitration procedures applicable under the

agreements. We agree.

      "In New Jersey, agreements to arbitrate made on or after January 1, 2003,

are governed by the . . . Act." Kimm v. Blisset, LLC, 388 N.J. Super. 14, 28

(App. Div. 2006); see also N.J.S.A. 2A:23B-3 (stating the "act governs all

agreements to arbitrate made on or after January 1, 2003").5 The arbitration

agreements between Allstate and TGC, Borowski, and Italski are governed by

the Act's requirements because they were executed in 2016 and 2017. Indeed,

none of the parties disputes the agreements are governed by the Act.




5
   The Act, however, does not apply to agreements to arbitrate "between an
employer and a duly elected representative of employees under a collective
bargaining agreement or collectively negotiated agreement." N.J.S.A. 2A:23B -
3(a). This exception does not apply to the agreements between Allstate and
TGC, Borowski, and Italski, respectively.
                                                                          A-3018-18T1
                                       18
      Our Supreme Court has explained the Act provides the procedural rules

governing an arbitration proceeding where the parties' agreement does not

provide otherwise. In Kernahan v. Home Warranty Administrator of Florida,

Inc., the Court stated that "[u]nless superseded by the parties' agreement, the . .

. Act prescribes the rules governing the conduct of the [arbitration] proceeding."

236 N.J. 301, 324 (2019). Similarly, in Fawzy v. Fawzy, the Court observed the

Act "recognizes the contractual nature of the arbitration remedy and sets forth

the details of the arbitration procedure that will apply unless varied or waived

by contract." 199 N.J. 456, 469 (2009).

      In Flanzman, we recognized the parties are not required to "detail in the

arbitration agreement the exact manner in which the arbitration proceeding will

proceed" because, at least in part, N.J.S.A. 2A:23B-15(a) provides the arbitrator

with discretion to decide the manner in which the arbitration will take place.

456 N.J. Super. at 626. In addition, and as noted, we also held that a general

indication in the agreement "that one or more individuals will arbitrate the case,"

like that included in the agreements here, sufficiently "addresses the rights that

replaced the right to judicial adjudication" to support a finding the parties had

the meeting of the minds required for an enforceable contract. Ibid.




                                                                           A-3018-18T1
                                       19
        Parties to an arbitration agreement may waive or modify certain of the

Act's requirements, see N.J.S.A. 2A:23B-4, but where they choose not to do so,

the Act governs the arbitration proceeding, Kimm, 388 N.J. Super. at 28. Here,

the sophisticated commercial parties involved in these coordinated loans totaling

$2.65 million opted not to waive the requirements of the Act, and, by doing so,

they elected and agreed to be governed by the Act's provisions. See ibid. None

of the parties contend they were unaware of the Act's provisions or its

application to the arbitration agreements, nor could they because "the principle

is well established that every person is conclusively presumed to know the law,

statutory and otherwise[,]" and "parties are 'presumed to have contracted with

reference to the existing law.'" Widmer v. Twp. of Mahwah, 151 N.J. Super.

79, 83 (App. Div. 1977) (quoting Silverstein v. Keane, 19 N.J. 1, 13 (1955)

(citations omitted)); see also Camden Bd. of Educ. v. Alexander, 181 N.J. 187,

195 (2004) (finding "[a]s a general matter, legislative and other regulatory

enactments are 'a silent factor in every contract'" (quoting Silverstein, 19 N.J. at

13)).

        TGC, Borowski, and Italski do not challenge the courts' conclusions the

Act provides the procedures for the arbitration proceedings under the

agreements. Instead, they contend the Act's procedures are not sufficiently


                                                                            A-3018-18T1
                                        20
comprehensive to adequately detail the rights replacing those given up by the

parties by proceeding to arbitration. They argue the Act "simply confers upon

an arbitrator the authority to conduct proceedings as the arbitrator deems

appropriate 'for a fair and expeditious disposition of the proceeding [s].'" The

argument ignores the Act's plain provisions, which provide detailed and defined

authorizations, requirements, and limitations concerning the arbitration process.

      The Act authorizes the arbitrator to "decide whether a condition precedent

to arbitrability has been fulfilled and whether a contract containing a valid

agreement to arbitrate is enforceable." N.J.S.A. 2A:23B-6(c). The Act also

authorizes the arbitrator to "issue orders for provisional remedies, including

interim awards, as the arbitrator finds necessary to protect the effectiveness of

the arbitration proceeding and to promote the fair and expeditious resolution of

the controversy, to the same extent and pursuant to the same conditions as if the

controversy were the subject of a civil action." N.J.S.A. 2A:23B-8(b)(1). The

Act further provides the process for initiating an arbitration, N.J.S.A. 2A:23B-

9; for consolidation of separate arbitration proceedings, N.J.S.A. 2A:23B-10;

and for the arbitrator's disclosure of information that might affect his or her

impartiality, N.J.S.A. 2A:23B-12.




                                                                         A-3018-18T1
                                      21
      Moreover, the Act defines the arbitration process, N.J.S.A. 2A:23B-15,

including a requirement that the arbitration be conducted "in such manner as the

arbitrator considers appropriate for a fair and expeditious disposition of the

proceeding," and authorizing the arbitrator to "hold conferences with the parties

to the arbitration proceeding . . . and, among other matters, determine the

admissibility, relevance, materiality, and weight of any evidence." N.J.S.A.

2A:23B-15(a). Under the Act, the arbitrator sets "a time and place" for the

hearing, may adjourn the hearing, and "may hear and decide the controversy

upon the evidence produced [by a party] although a party who was duly notified

of the arbitration proceeding did not appear." N.J.S.A. 2A:23B-15(c). Parties

to the arbitration have "a right to be heard, to present evidence . . ., to cross -

examine witnesses appearing at the hearing," N.J.S.A. 2A:23B-15(d), and to "be

represented by a lawyer," N.J.S.A. 2A:23B-16.

      Further, an arbitrator may issue subpoenas for the attendance of witnesses

and production of evidence at the hearing, which "shall be served in the manner

for service of subpoenas in a civil action," and may permit the depositions of

witnesses. N.J.S.A. 2A:23B-17(a) and (b). An arbitrator may also "permit such

discovery as [he or she] decides is appropriate . . . taking into account the needs

of the parties . . . and the desirability of making the proceeding fair, expeditious,


                                                                             A-3018-18T1
                                        22
and cost effective." N.J.S.A. 2A:23B-17(c). The Act also requires the arbitrator

"make a record of an award," sign or otherwise authenticate the award, and

provide notice of the award to the parties within the time agreed to by the parties

or established by the court. N.J.S.A. 2A:23B-19(a) and (b).

      The Act further authorizes an arbitrator to "award punitive damages or

other exemplary relief if such an award is authorized by law in a civil action

involving the same claim," N.J.S.A. 2A:23B-21(a), reasonable attorney's fees

and expenses "if such an award is authorized by law," N.J.S.A. 2A:23B-21(b),

and all other remedies "the arbitrator considers just and appropriate under the

circumstances," N.J.S.A. 2A:23B-21(c).

      In sum, TGC's, Borowski's, and Italski's claim the Act does not

sufficiently define the rules governing the arbitration process is without any

foundation.   The Act provides a comprehensive and detailed set of rules,

requirements, and limitations concerning an arbitrator's duties and authority, as

well as the manner in which an arbitration shall be conducted.            The Act's

provisions, which the parties acknowledge govern the arbitration agreements,

sufficiently informed the parties about the "rules and procedures" applicable to

the arbitrations such that the parties were "[]familiar with the rights that replaced

judicial adjudication." Flanzman, 456 N.J. Super. at 626. We are therefore


                                                                             A-3018-18T1
                                        23
convinced the courts correctly determined the arbitration agreements reflected a

meeting of the minds resulting in binding contracts defining the arbitral forum

and the procedural rights that replaced those TGC, Borowski, and Italski gave

up by agreeing to forego litigation in court and proceed to arbitration.

         We also reject TGC's, Borowski's, and Italski's argument the arbitration

agreements do not include a clear waiver of their right to a jury trial. Their

argument is undermined by the plain language of the agreements.               Each

agreement plainly states in bold language that "BY AGREEING TO

ARBITRATE, YOU WAIVE ANY RIGHT YOU HAVE TO A COURT OR

JURY TRIAL." The agreements further explain the differences between an

arbitration and a court proceeding, and they note that "[t]here is no right to a

trial by jury" in an arbitration.      This language constitutes a "clear and

unambiguous [statement] that the [person signing the agreement] is waiving

[the] right to sue or go to court to secure relief," Atalese, 219 N.J. at 446, and,

under the circumstances presented here, it resulted in an effective and

enforceable waiver of TGC's, Borowski's, and Italski's respective rights to a jury

trial.

         TGC, Borowski, and Italski also argue that, even if he arbitration

agreements are enforceable, they do not include a waiver of their respective


                                                                           A-3018-18T1
                                        24
rights to prosecute in court their statutory claims under the CFA and New Jersey

Civil RICO statute. They further assert their claims against Allstate and its

principal Scannell for threats and intimidation do not fall within the arbitration

obligation set forth in the agreements.

      In the first instance, the court did not order that any claims against

Scannell proceed to arbitration because he is not party to any of the arbitration

agreements. In addition, the claims against Allstate, including the statutory and

common laws, must be arbitrated because they are encompassed by the plain and

broad language of the arbitration agreements.

      In their respective arbitration agreements, TGC, Borowski, and Italski

agreed to submit to arbitration "any dispute or claim arising out of or relating

to" their mortgage and loan agreements with Allstate, and their respective

"relationship[s]" with Allstate, and Allstate's "charges, or . . . services." This

language unambiguously encompasses each of the claims asserted by TGC,

Borowski, and Italski against Allstate because each claim, and including their

statutory claims, arise out of or relate to the mortgage and loan agreements,

Allstate's charges or services, or TGC's, Borowski's, and Italski's respective

relationships with Allstate.




                                                                          A-3018-18T1
                                       25
      TGC, Borowski, and Italski assert their statutory claims—under the CFA

and the Civil RICO statutes—are not encompassed by the arbitration agreements

because the agreements do not expressly provide for the waiver of statutory

causes of action. In Atalese, the Court "emphasize[d] that no prescribed set of

words must be included in an arbitration clause to accomplish a waiver of rights"

as long as the language "clear[ly] and unambiguously" provides that the parties

"choos[e] to arbitrate disputes rather than have them resolved in a court of law."

219 N.J. at 447. The Court in Atalese found an arbitration agreement to be

unenforceable, but not because the agreement failed to expressly refer to the

waiver of statutory claims.     Id. at 446-47.      Instead, the Court found the

arbitration agreement unenforceable because it failed to include "clear and

unambiguous language that plaintiff is waiving her right to sue or go to court to

secure relief." Id. at 446. The arbitration agreements here do not suffer from a

similar infirmity.

      TCG, Borowski, and Italski rely on the Court's decision in Garfinkle,

claiming it requires an arbitration agreement expressly provide for a waiver of

statutory claims for such claims to be within the obligation to arbitrate. In

Garfinkle, the Court determined an employment agreement that included an

obligation to arbitrate claims "arising out of, or relating to, [the] [a]greement or


                                                                            A-3018-18T1
                                        26
the breach thereof," 168 N.J. at 128, did not cover claims arising under the New

Jersey Law Against Discrimination, N.J.S.A. 10:5-1 to 5-49, because "the

language suggests the parties intended to arbitrate only those disputes involving

a contract term, a condition of employment, or some other element of the

contract itself," id. at 135. It was under those circumstances that the Court found

the agreement's failure to include an express reference to statutory claims

reflected an intention to exclude statutory claims from the arbitration. Id. at

134-35. See Martindale v. Sandvik, Inc., 173 N.J. 76, 96 (2002) (explaining that

in Garfinkle, the Court found the parties intended to arbitrate only claims arising

"from the employment agreement itself" because the arbitration provision was

limited to claims "arising from the '[a]greement or the breach thereof'" (quoting

Garfinkle, 168 N.J. at 134)).

      Here, the arbitration agreement does not include language limiting the

claims subject to arbitration like that in Garfinkle. To the contrary, by their

express terms, the arbitration agreements not only include disputes arising out

of or relating to the mortgage and loan agreements and Allstate's charges and

services, they also include disputes arising out of TGC's, Borowski's, and

Italski's respective "relationships" with Allstate. Thus, all of the claims asserted,

including their statutory causes of action, fall under the arbitration agreements'


                                                                             A-3018-18T1
                                        27
broad umbrella. See, e.g., Griffin v. Burlington Volkswagen, Inc., 411 N.J.

Super. 515, 518 (App. Div. 2010) (explaining "[c]ourts have generally read the

terms 'arising out of' or 'relating to' a contract as indicative of an 'extremely

broad' agreement to arbitrate any dispute relating in any way to the contract"

(quoting Angrisani v. Financial Tech. Ventures, L.P., 402 N.J. Super. 138, 149

(App. Div. 2008)).

      In Martindale, the Court found similarly broad language included

statutory claims within the arbitration obligation, even though the agreement

made no mention of statutory claims. 173 N.J. at 96. The Court held that an

agreement providing that the plaintiff waived her right to a jury trial in any

action related to her employment, and that all disputes related to her employment

were subject to arbitration, was sufficient to cover any related statutory claims.

Id. at 96. The same result applies here.    The arbitration agreements broadly,

and without limitation, define the claims and disputes subject to arbitration, and

TGC's, Borowski's, and Italski's claims clearly fall within the arbitration

requirement. They are therefore bound to arbitrate their statutory claims against

Allstate.

      We therefore affirm the Chancery Division's March 1, 2019 order

directing TGC and Allstate to proceed in arbitration over the claims against each


                                                                          A-3018-18T1
                                       28
other. We also affirm the Law Division's June 13, 2019 order requiring that

TGC, Borowski, and Italski, respectively, and Allstate proceed in arbitration on

their claims against each other.

      We note that Garry's and Ruane appeal in A-3827-18 from the Chancery

Division's March 1, 2019 order compelling Allstate and TGC to proceed to

arbitration, and from the court's April 12, 2019 order dismissing the Chancery

Division action. We do not address the merits of Garry's's and Ruane's appeal

from the April 12, 2019 order because, as noted, our July 31, 2019 order on their

motion effectively reversed the April 12, 2019 order, and it remanded the matter

for proceedings on the claims, including all of those asserted by Garry's and

Ruane in their cross-claims and third-party complaint, which are not subject to

the requirements of the arbitration agreements. Garry's and Ruane are not

parties to the arbitration agreements, and, therefore, our July 31, 2019 order

permits and requires the litigation of their claims on remand in the Chancery

Division. We therefore dismiss their appeal in A-3827-18 as to the court's April

12, 2019 order as moot.

      Garry's and Ruane also make numerous arguments supporting their

contention   the arbitration       agreement   between   TGC   and   Allstate   is

unenforceable. Allstate contends Garry's and Ruane lack standing to contest the


                                                                         A-3018-18T1
                                        29
enforceability of the arbitration agreement because neither is a party to the

agreement and they are not third-party beneficiaries entitled to assert claims

arising under the agreements.

      It is a basic tenet of appellate review that "[o]nly a party aggrieved by a

judgment may appeal therefrom." Price v. Hudson Heights Dev., LLC, 417 N.J.

Super. 462, 466 (App. Div. 2011) (quoting Howard Sav. Inst. v. Peep, 34 N.J.

494, 499 (1961)); see also Calabro v. Campbell Soup Co., 244 N.J. Super. 149,

169 (App. Div. 1990). "[I]t is certain that there can be no appeal from an order

by which a party is not aggrieved. The very object of the appeal is to redress an

injury. If there be no injury to redress, there can be no appeal . . . ." Price, 417

N.J. Super. at 466 (quoting Green v. Blackwell, 32 N.J. Eq. 768, 770 (E. & A.

1880)). Mere dissatisfaction with a court order does not constitute a redressable

injury. Ibid. (citing Hughes v. Eisner, 8 N.J. 228, 229 (1951) (dismissing for

want of jurisdiction an appeal from a party who was successful in the Appellate

Division but appealed out of dissatisfaction with the court's opinion)). Instead,

"to be aggrieved, the party 'must have a personal or pecuniary interest or

property right adversely affected by the judgment.'" N.J. Dep't of Envtl. Prot.

v. Exxon Mobil Corp., 453 N.J. Super. 272, 296 (App. Div. 2018) (quoting

Howard Sav. Inst., 34 N.J. at 499).


                                                                            A-3018-18T1
                                        30
      We agree Garry's and Ruane lacked standing to assert any claims related

to TGC's arbitration agreement with Allstate.      They are not parties to the

agreement and are not aggrieved by the court's March 1, 2019 order compelling

TGC and Allstate to arbitrate disputes and claims solely between them. Garry's

and Ruane may pursue their claims in the Chancery Division action.            We

therefore dismiss Garry's and Ruane's appeal in A-3827-18 from the court's

March 1, 2019 order because they lack standing.

      In addition, even if we found Garry's and Ruane had standing to challenge

the court's March 1, 2019 order compelling arbitration between TGC and

Allstate, we have considered their arguments and find they are without sufficient

merit to warrant discussion in a written opinion. R. 2:11-3(e)(1)(E). We note

only that we affirm the Chancery Division's March 1, 2019 order compelling

arbitration of the claims between TGC and Allstate for each of the reasons

previously detailed in our discussion of the issues in A-3018-18.

      Affirmed as to A-3018-18 and A-4524-18. A-3827-18 is dismissed.




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                                      31
