                        NOT FOR PUBLICATION WITHOUT THE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-2659-15T4

HAUL ROAD HOLDINGS, INC.,
and POLYMERIC RESOURCES
CORP.,

        Plaintiffs-Appellants,

v.

TOWNSHIP OF WAYNE,

     Defendant-Respondent.
____________________________

              Argued telephonically October             18,   2017    –
              Decided August 13, 2018

              Before Judges Simonelli and Gooden Brown.

              On appeal from Superior Court of New Jersey,
              Law Division, Passaic County, Docket No.
              L-1866-13.

              Norman I. Klein argued the cause for
              appellants (Carlet, Garrison, Klein & Zaretsky,
              LLP, attorneys; Norman I. Klein and Virginia
              T. Shea, on the briefs).

              Matthew J. Giacobbe, Township Attorney, argued
              the cause for respondent (Matthew J. Giacobbe,
              attorney; Lisa M. Scorsolini, Assistant
              Township Attorney, on the brief).

PER CURIAM
     Plaintiffs Polymeric Resources Corp. (PRC) and Haul Road

Holdings, Inc. (HRH) sued defendant Township of Wayne (Township),

alleging that from 1996 to 2013, the Township overcharged them for

water and sewer usage fees.                  Plaintiffs sought recovery of the

overcharges.            Following a two-day bench trial, the trial court

entered judgment in favor of the Township.                  Plaintiffs now appeal

that judgment entered on November 16, 2015, and the January 19,

2016 order denying their motion for reconsideration.                     We affirm.

     We glean the following facts from the bench trial conducted

on July 27, and 29, 2015, during which two witnesses testified for

plaintiffs, Sol Schlesinger,1 PRC's president, and Arthur Quint,

PRC's Vice President and Chief Financial Officer.                      Heather Vitz-

Del Rio, the Township's Director of Public Works and Superintendent

of Water and Sewer for the Township since 2002, testified for the

Township.

     PRC,      a    compounder     of    thermal     plastics,     rented   property

located   at       55    Haul   Road    in   Wayne   from   HRH,   a   wholly   owned

subsidiary of PRC.          The property included a well approximately 500

feet deep, a sump pit into which water from the well was pumped

and flowed through a pipe connecting the well and the sump pit,



1
   Sol Schlesinger alternately appears as Saul Slessinger in the
record.


                                              2                              A-2659-15T4
machinery to process the materials, twenty-five to fifty feet vats

with heated water2 to melt the thermal plastics, warehouse space,

a   shipping   and   receiving   area,   and   administrative   offices.

According to Schlesinger, the company employed about fifty people

during the day and twenty people during the night shift.

      Generally, to operate, PRC used water from its well for

production and water supplied by the Township for domestic use.

PRC also utilized the Township's sewer system for any water

discharged back into the sewer system.           Pursuant to Township

Ordinance No. 17-2006, the Township based water service charges

on gallons consumed, which rates increased every year from 2006

through 2010, after which they remained the same throughout the

time period in question.    Under the Ordinance, the Township billed

customers for the first 12,000 gallons of water supplied at a flat

fee based on the size of the meter.      The water rates then increased

according to three tiers of use in excess of 12,000 gallons as

follows: 12,000 to 30,000 gallons, 30,000 to 80,000 gallons, and

80,000 gallons and above.    At each tier, a different rate applied

for every thousand gallons supplied.      For example, in 2010, at the

first tier, the Township charged $5.53 per one thousand gallons;




2
   Schlesinger estimated that the vats held about 200 gallons of
water.

                                    3                            A-2659-15T4
at the second tier, $5.60 per one thousand gallons; and at the

third tier, $5.67 per one thousand gallons.

     Additionally, the Township charged commercial and industrial

properties, like PRC, sewer service fees based on actual water

usage.   Every quarter, the Township charged the property a flat

fee of $99 in addition to $4.20 for every one thousand gallons

above 23,700 gallons used each quarter.   If the water supplied did

not flow back through the sewer system, the Township calculated

its sewer service fees by deducting that amount of water from the

recorded consumption total.    A sewer deduct meter measured the

amount of water supplied by the Township to the facility that did

not flow back through the sewer system. The water supply generally

flowed in one direction but could flow backwards through the sewer

system if a backflow preventer, licensed by the State and inspected

by the Township, was not installed on the line.        PRC had no

backflow preventer.

     In order to measure water and sewer charges, the Township

installed three separate meters at the PRC facility.   A main flow

meter, located in an exterior pit, recorded the amount of water

the Township supplied to PRC through a two-inch line.     Once the

water entered the facility, it dispersed into three different

directions.   One line supplied water to the boiler room, where

water was used for heat and air conditioning.       This line was

                                 4                          A-2659-15T4
metered with a 5/8 inch sewer deduct meter. A second line supplied

water to the production area for use in the cooling towers and had

a two-inch sewer deduct meter.       A valve controlled the flow of

water to this line, which remained locked with a chain unless a

manager manually opened it to allow the flow of Township water to

PRC's production process.    When that occurred, the purpose of the

deduct meter was to subtract that amount of water from the water

coming in on the main flow meter.    A third line provided water for

general domestic use, such as water for the restrooms, kitchen

sinks, laboratory sinks, and emergency showers.    That line was not

separately metered.

     In a drawing identified as P-5 in evidence, Schlesinger

described the water system as it flowed through the PRC facility.

According to Schlesinger, PRC primarily used water from its well

in its production process.     The well produced about 125 gallons

of water per minute.    However, the well had no meter or other

device attached to it to measure the amount of water supplied.

PRC used water in the cooling towers in its production process to

cool the plastic extruders.3    Water was recirculated through the


3
   Schlesinger described an extruder as "basically a long spiral
screw about [twenty] to [twenty-five] feet long . . . with a barrel
around it, made of . . . hardened steel . . . with heater bands,
which brings the temperature up to about 600 degrees."          The
extruder "melts the product and then . . . pumps it out to a series


                                 5                           A-2659-15T4
cooling towers and then either recycled in the cooling towers or

lost through evaporation.     Depending on the time of year and

temperature, some percentage of water was inevitably lost due to

evaporation and replaced by well water or, on some occasions, by

Township water.   PRC had no methodology for measuring evaporation.

     According to Schlesinger, in the past thirty years, PRC had

to use Township water in its production process on only three or

four occasions to compensate for a water shortage from the well.

Those occasions occurred when there were problems with the well,

including instances where the well collapsed, the pump broke and

needed to be replaced, or a drought caused a low water table.    For

example, in February 2015, the well was shut down for approximately

two weeks because a pump and pipe had to be replaced, resulting

in PRC relying exclusively on Township water.

     When PRC used Township water in its production process to

replace or supplement water normally supplied by its well, the

water eventually evaporated or overflowed onto the ground, but did

not travel back through the sewer system.    Schlesinger testified

that from 2000 to the present, he was unaware of any broken water



of holes and dye[,]" which are then "taken into water bath[s]
where [they] get solidified and from the water bath . . . to a
pelletizer, which basically chops it into little pebbles" which
are then dried, packaged and shipped to customers for use as
"injection molding[.]"

                                 6                          A-2659-15T4
lines, other than a minor leak in one of the hydra lines that was

repaired on the same day.

       Prior to 1996, PRC's quarterly billings for water usage ranged

from roughly $2300 to $6000.           However, from 1996 until the last

quarter of 2012, the bills increased substantially with the 2012

fourth quarter bill totaling over $22,000.4 Over that time period,

PRC amassed a delinquent account of over $200,000.              In early 2013,

PRC began the process of refinancing its debt and was required to

pay    the   delinquent    water    bill    in    order   to   facilitate      the

refinancing.       Prior   to   paying,     PRC   representatives      met    with

Township officials to question the billings, claiming that they

were billed based on estimates rather than "actual" meter readings.

After investigating the meters and verifying the meter readings,

the Township maintained the billings were accurate.

       According to Vitz-Del Rio, the Township billed PRC quarterly

for water and sewer charges based on meter readings.                  Initially,

Township     employees    physically    entered    the    property,    read    the

meters directly from the dial, and manually entered the reading

into a book.      Later, the meter readings were upgraded to "the ARB

system[,]" which meant the meter readers had to physically touch

every    remote   to   obtain   a   meter   reading.       Thereafter,       radio



4
    The first quarter bill for 2013 reverted to approximately $4600.

                                       7                                 A-2659-15T4
frequency remotes were installed, allowing meter readers to pick

up readings from a remote device connected to the meters and wired

to a radio frequency located on the outside of the PRC building.

Meter readers then used a hand-held wand-like device to record the

reading on the meters without having to physically touch the meters

or access the buildings.

     After the meter readers collected the readings in their hand-

held units, the data was downloaded onto a computer, after which

it was transferred to the Township's billing software.    Bills for

properties with more than two meters, like PRC, were produced

manually from the Township's billing software because the software

could only bill for two meters per account.      The meter reading

report used to produce the bills specified the meter reading,

water usage, any usage in excess of 12,000 gallons and the type

of reading for each quarter.   The number in the water usage column

was calculated by deducting the previous quarter’s reading from

the current quarter’s reading.    If an estimate was used, it was

designated with an "E" in the column titled "Est Flag."

     According to Vitz-Del Rio, none of the bills for any of the

meters at the PRC facility were estimates but were, in fact, actual

readings.   She also testified that the installation of the radio

frequency remotes did not affect the functionality of the meters.

In upgrading to the new system, the Township had to change only

                                 8                          A-2659-15T4
the dial on the top of one of the meters at the PRC facility, but

the other two meters remained unaltered.     Vitz-Del Rio confirmed

that from 2008 to 2015, PRC's meters were not changed or repaired

by the Township and she was unaware of any malfunction.          She

explained that ordinarily, the water consumption registered on the

sewer deduct meters should not exceed the consumption registered

on the main in-flow meter, but attributed such an occurrence to

"something else . . . being introduced" into the system.

     Nonetheless, PRC claimed that from 1996 to 2013, the Township

overcharged them for water and sewer usage fees, and, after it

complained, the Township repaired the defective meters, resulting

in subsequent bills reflecting accurate charges.     To support its

claim, in P-3 in evidence, Quint calculated PRC's domestic water

usage by subtracting the meter reading on the meter measuring the

amount of water the Township supplied from the readings on the

sewer deduct meters measuring the amount of water flowing from the

production and boiler lines.     According to Quint, prior to 2013,

the Township billed PRC for approximately one to two million

gallons of water each quarter.    However, after 2013, the domestic

water usage noted in Quint’s calculations reflected that the

Township billed PRC for approximately 98,000 to 481,000 gallons

of water for domestic use.     The amount of water supplied to the

boiler line also decreased significantly.

                                  9                         A-2659-15T4
     Based on the change in domestic and boiler water usage

reflected in the billings before and after 2013, in May 2013, PRC

filed a complaint against the Township, which was later amended,

alleging breach of contract, breach of the covenant of good faith

and fair dealing, unjust enrichment, and negligence.   PRC claimed

that since 1996, the Township had overcharged it for water service

charges and sewer fees by allowing the sewer deduct meters located

on the property to either malfunction or remain in a state of

disrepair or by failing to read the meters correctly.      It also

claimed the water and sewer bills issued by the Township were

estimates, rather than actual readings of their water and sewer

usage consumption.    The Township filed a contesting answer and

affirmative defenses, including failure to state a claim for which

relief can be granted.

     At trial, Quint calculated PRC's damages in a chart identified

as P-1 in evidence.   For each bill, Quint divided the gallons of

water the Township supplied and billed PRC by PRC's production,

in pounds, for that quarter.   He then divided the gallons of water

the Township billed PRC for water flowing through the sewer system

by PRC's production, in pounds, for that quarter.   The production

numbers he used reflected production that was completed using both

the Township's water and PRC's well water.      For each quarter,



                                10                          A-2659-15T4
Quint added those two ratios (water consumed/production + water

in sewer system/production) together.

     For the contested billing period from 1995 to the first

quarter of 2013, he averaged the total ratios he had calculated

for each quarter.      He did the same for the non-contested billing

period from the second quarter of 2013 to the first quarter of

2015.   To calculate the damages, he multiplied the difference of

those two averages by the total water and sewer charges the

Township billed PRC during the contested time period, amounting

to $361,107 in damages.        This analysis did not include missing

bills or the bill from the first quarter of 2015 during which time

PRC admittedly relied exclusively on the Township's water supply

in its production process because its well was in disrepair. 5             It

also did not account for the amount of water PRC used from its

well, evaporation rates or increasing billing rates.

     Following the bench trial, in a November 16, 2015 written

decision and accompanying order, the trial judge awarded final

judgment in favor of the Township and dismissed the complaint with

prejudice.   Preliminarily, the judge noted that he "considered the

evidence   presented    by   the   parties   including   trial   testimony,



5
     Notably, the billing for this quarter reflected water
consumption totaling 2,240,000 gallons, which was approximately
the same amount as the challenged quarters.

                                     11                             A-2659-15T4
exhibits, proposed findings of facts, conclusions of law and

arguments of counsel."

     In rejecting plaintiffs' claim that the Township breached the

implied   covenant     of    good   faith      and   fair    dealing,   the     judge

determined that plaintiffs produced "no evidence that the Township

has acted in bad faith or with improper motive."                   Further, citing

Callano v. Oakwood Park Homes Corporation, 91 N.J. Super. 105

(App.   Div.    1996),      the   judge    determined       that   "[p]laintiffs'

assertion of breach of contract based on a valid contractual

relationship with the Township preclude[d] an equitable claim for

unjust enrichment."          Regarding the negligence claim, the judge

concluded      that   plaintiffs     "produced       no     evidence,   expert       or

otherwise, to support a claim sounding in negligence."                   The judge

rejected plaintiffs' "argument that [res ipsa loquitur] applie[d]"

because "the meters in question were not under exclusive possession

and control of the Township."

     Turning to the breach of contract claim, the judge noted

there was no "dispute that a contractual relationship existed

between [the parties,]" in that "[t]he Township provided water and

sewer services and the [p]laintiffs paid for those [services]

based on the Township's billing."              The judge also acknowledged the

existence of an implied contract between the parties for the

Township to provide and bill for sewer services "in accordance

                                          12                                  A-2659-15T4
with [Wayne, N.J., Code § 159-18 (2013)]." According to the judge,

"[§] 159-18 requires that 'the user . . . supply the necessary

metering devices to measure the flow that enters the Township

system.'"    Further, under Section 159-18B, "[w]here the water is

taken from a source other than the Township water system, such

source shall be metered by the user, and the quarterly sewer

[charge] will be based on the reading of that meter."

     The judge continued that

            [b]ased on Code 159-18, the [p]laintiffs as
            "users" are obligated to supply the metering
            devices on their premises. They are further
            obligated to meter their well as a second
            source of water on their premises.

                 Thus, [p]laintiffs' claims that the
            Township breached its contract by supplying
            defective   or   malfunctioning   meters   to
            [p]laintiffs fails based upon Code 159-18
            alone. It was not the Township's obligation
            to supply the meters.      More importantly,
            however, is this [c]ourt's finding that
            [p]laintiffs have produced absolutely no
            evidence to show that any of the meters
            malfunctioned or were defective in any way.

                 This [c]ourt was presented with no proof
            of actual repairs or replacement of any of the
            meters. Thus, what is left for the [c]ourt
            to consider is whether the Township breached
            its    contract    by    improperly    billing
            [p]laintiffs for the water and sewer services
            provided.

     Initially, the judge determined that based on Vitz-Del Rio's

testimony, it was undisputed that the Township billings were based


                                 13                          A-2659-15T4
on   "actual   readings   and    not     estimates."        The    judge     also

acknowledged   that   "PRC's    domestic    use   of   water      has   remained

relatively constant over the years."        The judge noted further that

plaintiffs' alleged breach of contract claim was "based entirely

on the actual bills and reports prepared by the Township" and the

billing analysis presented in P-1, which included seventy-six

quarterly   bills   dating   back   to    1995,   seventy    of    which     were

challenged by plaintiffs.       The judge pointed out that plaintiffs

did not challenge the remaining six bills from April 6, 2013, to

January 13, 2015.

     In addressing alleged billing inconsistencies, the judge

recounted Schlesinger's and Quint's testimony "alleg[ing] mistakes

in the billing."

            For example, both reviewed an actual bill
            generated for the fourth quarter of 2012
            . . . . That bill listed the water consumption
            at 2,325,000 gallons.    When compared to the
            Township's account report . . . , there was a
            discrepancy since [the report] listed water
            consumption at 200,000 gallons for the same
            period. It is clear that these two documents
            are inconsistent.   However, it is not clear
            that the actual bill . . . was incorrect. It
            is certainly possible that the Township's
            account report was incorrect.     In fact, the
            evidence produced in this case seems to
            support   the   billing    number   (2,325,000
            gallons).

     Similarly, turning to the sewer charges, the judge explained:



                                    14                                   A-2659-15T4
               A review of P-1 . . . shows that the
          $7,795.00 billed that quarter for sewer
          charges was not inconsistent with the sewer
          bills for previous quarters and in fact was
          less than the sewer charges for five of the
          previous   eight   quarters   (10/15/2000   to
          7/13/2012). Further the $12,984 billed that
          same quarter for water was less than the water
          charges for six of the previous eight
          quarters.

Based on this analysis, the judge was "simply unable to conclude

from the highlighted billing inconsistencies that the plaintiffs[]

were in fact overcharged."   Thus, the judge found that plaintiffs

"failed to establish a breach of contract by a preponderance of

the evidence submitted."

     The judge continued that even if plaintiffs had proven a

cause of action, the claim would still fail because "[p]laintiffs

failed to adequately prove damages."     According to the judge,

"[p]laintiffs produced no expert analysis regarding damages" but

instead, submitted Quint's "calculation of damages [using] a ratio

that he created using [plaintiffs'] own production numbers[,]"

which analysis admittedly omitted "the rate increases" prescribed

by the Township Ordinance and omitted plaintiffs' unmetered "well

water usage[.]"   The judge found "Quint's analysis to be nothing

more than mere speculation" and concluded that "[t]he proofs [did]

not adequately explain how that ratio was developed" or "support




                                15                         A-2659-15T4
his alleged correlation between production and [plaintiffs'] use

of Township water."

     Additionally, the judge determined that "the damages sought

by [p]laintiffs would be significantly limited by the applicable

statute of limitations to those damages sustained after May 23,

2007[,]   which   [was]    six       years    prior   to   the   filing   of     the

[c]omplaint. . . ."       According to the judge, because "damages for

a period beyond the six[-]year statute of limitations were not

presented 'on the face of the complaint,' . . . the Township's

failure to specifically assert a statute of limitations bar as a

defense [did] not act as a waiver at the time of trial" because

the Township pled "'failure to state a claim upon which relief can

be granted' as an affirmative defense."               Finally, the judge noted

that plaintiffs' September 30, 2015 motion in limine "seeking an

order   permitting   the    .    .   .   admission     into   evidence    [of]    an

affirmation of . . . Quint" with an accompanying exhibit or "[i]n

the alternative . . . to re-open the trial[,]" was "improper as

it was made two months after the trial ended" and plaintiffs had

the opportunity to present the evidence at the trial.

     Plaintiffs moved for reconsideration pursuant to Rule 4:49-

2, asserting that the court misinterpreted Section 159-18, and

overlooked   evidence,     specifically        P-3    in   evidence,   which     was

Quint's calculation of water for domestic use from a summary of

                                         16                               A-2659-15T4
bills from July 15, 2009 to July 13, 2015, with a breakdown of

water consumption for flow, production, boiler and domestic use.

On   January   19,   2016,   in   an   oral   decision,   the   judge    denied

plaintiffs' motion.      The judge determined that he did, in fact,

review exhibit P-3, explaining,

           I did not mention P-3 in my decision. I didn’t
           mention a lot of specific documents.      I do
           mention in my opinion that I considered all
           of the evidence that was marked at trial,
           which included P-3 . . . .

           [A]lthough I didn’t mention it, . . . the
           information was reviewed, so there’s no need
           for me to reconsider under [Rule] 4:49-2 based
           upon P-3.

      The judge reiterated that plaintiffs failed to meet their

burden of proof and again rejected plaintiffs' claim that proof

of billing inconsistencies indicated the Township overcharged PRC.

In addition, the judge specified that Section 159-18 had very

little effect in and of itself on his ultimate decision. According

to the judge:

           [W]ith regard to the inconsistencies, . . .
           [t]here were clearly some discrepancies when
           you compared the bills to the [T]ownship
           reports. . . . But . . . I . . . focused on
           what was the total bill[.] What were the bills
           for sewer and what were the bills for water
           over this period of time and it was a
           significant period of time, even if I were to
           limit   everything    to  the   [s]tatute   of
           [l]imitation time period.



                                       17                               A-2659-15T4
               And my decision was based upon all of
          that review. . . . [P]laintiff[s] simply
          didn't meet its burden with regard to a breach
          of contract claim. . . . But I want to be
          clear that this decision didn't turn on . . .
          my reading of that ordinance.

               [T]he ordinance . . . based upon my
          interpretation, requires a meter for the well,
          but that in and of itself really has very
          little effect on my ultimate conclusion in the
          case. Because this is about what was metered
          and whether or not there was an appropriate
          bill for those meters. . . .

          [So] . . . [t]his really was . . . a defective
          billing case . . . .

     As to damages, the judge reiterated:

          I [also] pointed out that since I didn't find
          a breach of contract[,] I didn't have to get
          to damages. But . . . even if I had found by
          a preponderance of the evidence that [there]
          was a breach, . . . I couldn't come up with a
          firm amount on the damages.

Finally, regarding plaintiffs' in limine motion, the judge stated:

          I didn’t think [the in limine motion] was
          appropriate.     But more importantly[,] it
          didn't really change the evidence in the case.
          I had P-1. . . . [T]his extra information
          . . . that [plaintiffs' counsel] tried to
          . . . bring after the trial was completed was
          really just kind of . . . a further explanation
          . . . of some of the evidence that I already
          considered.

This appeal followed.

     On appeal, plaintiffs raise the following points for our

consideration:


                               18                           A-2659-15T4
            POINT I6

            THE COURT’S FINDING THAT ACTUAL DOMESTIC WATER
            USAGE REMAINED CONSTANT SHOULD HAVE GENERATED
            A FINDING THAT THE TOWN OVERBILLED PRC, AS THE
            TOWNSHIP’S BILLING DATA SHOWED A MARKED
            DECLINE IN DOMESTIC [CONSUMPTION] AFTER PRC
            COMPLAINED OF OVERBILLING.

            POINT II

            THE COURT ERRED IN MISAPPLING A MUNICIPAL
            ORDINANCE.

            POINT III

            THE COURT ERRED IN FAILING TO CONSIDER PRC’S
            PROFFER OF DAMAGES.

            POINT IV

            THE COURT ERRED BELOW IN APPLYING THE STATUTE
            OF LIMITATIONS WHEN THE TOWNSHIP WAIVED SUCH
            AFFIRMATIVE DEFENSE.

            POINT V

            THE COURT ERRED BELOW IN FAILING TO CONSIDER
            PRC’S SUBMISSION REGARDING TRUNCATED DAMAGES.

We have considered these arguments in light of the record and

applicable legal principles.    We reject each of the points raised

and affirm.

       Our review of a trial court's fact-finding in a non-jury case

is limited.    Seidman v. Clifton Sav. Bank, S.L.A., 205 N.J. 150,

169 (2011).    "The general rule is that findings by the trial court



6
    We have condensed the points for clarity.

                                 19                          A-2659-15T4
are binding on appeal when supported by adequate, substantial,

credible evidence." Cesare v. Cesare, 154 N.J. 394, 411-12 (1998).

We owe "deference to those findings of the trial judge which are

substantially influenced by [the judge's] opportunity to hear and

see the witnesses and to have the 'feel' of the case, which a

reviewing court cannot enjoy."       State v. Locurto, 157 N.J. 463,

471 (1999) (quoting State v. Johnson, 42 N.J. 146, 161 (1964)).

We "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.

. . ."   Rova Farms Resort, Inc. v. Inv'rs Ins. Co., 65 N.J. 474,

484 (1974) (quoting Fagliarone v. Twp. of N. Bergen, 78 N.J. Super.

154, 155 (App. Div. 1963)).

     Similarly,    our   standard        of   review   on     a    motion     for

reconsideration is deferential.      "Motions for reconsideration are

governed by Rule 4:49-2, which provides that the decision to grant

or deny a motion for reconsideration rests within the sound

discretion of the trial court."          Pitney Bowes Bank, Inc. v. ABC

Caging Fulfillment, 440 N.J. Super. 378, 382 (App. Div. 2015).

"Reconsideration should be used only where '1) the [c]ourt has

expressed   its   decision   based   upon      a   palpably       incorrect    or

irrational basis, or 2) it is obvious that the [c]ourt either did

                                    20                                  A-2659-15T4
not   consider,   or   failed    to    appreciate     the   significance     of

probative, competent evidence.'"            Ibid. (alterations in original)

(quoting Capital Fin. Co. of Delaware Valley, Inc. v. Asterbadi,

398 N.J. Super. 299, 310 (App. Div. 2008)). "Thus, a trial court's

reconsideration   decision      will    be    left   undisturbed   unless    it

represents a clear abuse of discretion."               Ibid.    An abuse of

discretion "arises when a decision is 'made without a rational

explanation, inexplicably departed from established policies, or

rested on an impermissible basis.'" Flagg v. Essex Cty. Prosecutor,

171 N.J. 561, 571 (2002) (quoting Achacoso-Sanchez v. Immigration

& Naturalization Serv., 779 F.2d 1260, 1265 (7th Cir. 1985)).

      Plaintiffs' arguments on appeal are directed at the judge's

rejection of their breach of contract claim. In a claim for breach

of contract,

           [o]ur law imposes on a plaintiff the burden
           to prove four elements: first, that "[t]he
           parties entered into a contract containing
           certain terms"; second, that "plaintiff[s] did
           what the contract required [them] to do";
           third, that "defendant[s] did not do what the
           contract required [them] to do[,]" defined as
           a "breach of the contract"; and fourth, that
           "defendant[s'] breach, or failure to do what
           the contract required, caused a loss to the
           plaintiff[s]."

           [Globe Motor Co. v. Igdalev, 225 N.J. 469, 482
           (2016) (alterations in original) (quoting
           Model Jury Charge (Civil), § 4.10A "The
           Contract Claim-Generally" (May 1998)).]


                                       21                             A-2659-15T4
      Here, plaintiffs failed to carry their burden of proof to

establish all the elements of their cause of action.                      We are

satisfied that the judge's factual findings and legal conclusions

to that effect are supported by the record, and the judge's denial

of plaintiffs' motion for reconsideration reflects an appropriate

exercise of discretion.

      Plaintiffs    argue    the    trial    judge     did    not   "fully     and

adequately" consider the data in P-3, which "clearly show[ed] that

domestic water usage decreased dramatically shortly after the

Township inspected its water meters and its billing in January

2013."     According to plaintiffs, "[s]ince the change was not

accounted for by PRC's usage, it had to be the result of defective

meters or . . . billing errors."           Additionally, plaintiffs assert

the   judge     failed      to     adequately    consider       the    multiple

inconsistencies contained within the bills themselves.

      Viewed through the lens of the deferential standard we accord

the judge's factual findings, we discern no basis for intervention.

In ruling on the motion for reconsideration, the judge confirmed

that he considered P-3. The judge also underscored that plaintiffs

produced   no   evidence     demonstrating      that    any    of   the    meters

malfunctioned      or    were      defective.          Additionally,         while

acknowledging    inconsistencies       between    the    Township's       billing

records and its internal reports, the judge was unable to conclude

                                      22                                  A-2659-15T4
given    the     other        evidence    in   the    case     that     the     billing

inconsistencies proved that the plaintiffs were overcharged.

       Next, plaintiffs argue that the judge erred in applying

Section 159-18 "to dismiss PRC's claim that the Township supplied

defective or malfunctioning meters."                  According to plaintiffs,

because the Ordinance "pertains only to discharge of well water

to   'sewers,'     and    does    not    pertain     to    water    supplied    by   the

Township[,]" the judge either misinterpreted the Ordinance "as

requiring a property owner to supply its own water meters" or

"failed to appreciate the significance of the probative evidence

that    PRC's    well    water    never    entered    the    sewer     system."        We

disagree.

       "The established rules of statutory construction govern the

interpretation of a municipal ordinance."                   Twp. of Pennsauken v.

Schad, 160 N.J. 156, 170 (1999).               Therefore, courts interpret an

ordinance to "effectuate the legislative intent in light of the

language used and the objects sought to be achieved." Ibid.

(quoting Merin v. Maglaki, 126 N.J. 430, 435 (1992)).                            First,

courts examine the ordinance's language.                    Ibid.     If it is clear

and unambiguous, a plain meaning reading of the ordinance governs.

Ibid.       If    it     is    susceptible     to     at    least     two     different

interpretations, the court must look at extrinsic evidence such

as its purpose and legislative history and the overall statutory

                                          23                                    A-2659-15T4
scheme.   Ibid.   "Above all, the [c]ourt must seek to effectuate

the 'fundamental purpose for which the legislation was enacted.'"

Ibid. (quoting N.J. Builders, Owners & Managers Ass'n v. Blair,

60 N.J. 330, 338 (1972)).     We review questions of law such as

these de novo.    Allstate Ins. Co. v. Northfield Med. Ctr., P.C.,

228 N.J. 596, 619 (2017).

     Section 159-18 governs the Township's sewer rental fees for

commercial and industrial properties and provides that:

          The user will supply the necessary metering
          devices to measure the flow that enters the
          Township system.   Where the water is taken
          from a source other than the Township water
          system, such source shall be metered by the
          user, and the quarterly sewer charge will be
          based on the reading of that meter.

     We agree with the judge's interpretation of the Ordinance.

Contrary to plaintiffs' assertion, the ordinance does not qualify

"necessary metering devices" by stating that users must provide

only discharge meters or only provide a meter if they anticipate

water entering the sewer system.     Rather, the ordinance expressly

states that metering devices are required to measure the flow into

the sewer system – not if the water flows into the sewer system.

(Emphasis added).    Otherwise, the Township would have no way to

verify sewer rental fees other than by relying on a customer's

claims.



                                24                           A-2659-15T4
     Furthermore, the ordinance specifies that users "will supply"

the necessary metering devices, and requires the user to supply

the meter "[w]here the water is taken from a source other than the

Township water system[.]"        Thus, the ordinance requires that

plaintiffs, as the potential users of the sewer system, supply any

meters necessary to measure the flow of water into the sewer

system, regardless of the amount or the source.       In any event, the

judge's finding was predominantly based on plaintiffs producing

"no evidence to show that any of the meters malfunctioned or were

defective in any way[,]" more so than the application of the

ordinance.

     Plaintiffs' remaining arguments attack the judge's findings

with respect to       damages.   However, because we conclude that

plaintiffs   failed    to   establish   the   requisite   breach   of   the

contract, we need not address plaintiffs' remaining arguments.

     Affirmed.




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