                 NOT FOR PUBLICATION WITHOUT THE
                APPROVAL OF THE APPELLATE DIVISION

                                      SUPERIOR COURT OF NEW JERSEY
                                      APPELLATE DIVISION
                                      DOCKET NO. A-6169-12T1


MANHATTAN TRAILER PARK
HOMEOWNERS ASSOCIATION, INC.,
VINCENT MOSCA AND NORMA CARRANZA,

      Plaintiffs-Appellants,               APPROVED FOR PUBLICATION

v.                                            October 28, 2014

                                             APPELLATE DIVISION
MANHATTAN TRAILER COURT
AND TRAILER SALES, INC.,

      Defendant-Respondent,

and

MANHATTAN MTC ASSOCIATES, LLC,

     Defendant.
_______________________________

          Argued September 10, 2014 - Decided October 28, 2014

          Before    Judges       Lihotz,     Espinosa      and
          Rothstadt.

          On appeal from the Superior Court of New
          Jersey, Law Division, Hudson County, Docket
          No. L-912-10.

          Jeffrey M.    Beides    argued    the   cause    for
          appellants.

          Russell J. Passamano argued the cause for
          respondent (DeCotiis FitzPatrick & Cole, LLP
          and   Kaufman,  Semeraro  &   Leibman,  LLP,
          attorneys; J. Sheldon Cohen, of counsel; Mr.
          Passamano, on the brief).
      The opinion of the court was delivered by

LIHOTZ, P.J.A.D.

      This dispute centers on the parties' respective rights and

obligations       under    the    Mobile    Home       Protection        Act    (the     Act),

N.J.S.A.    46:8C-2       to     -21.      Plaintiff         Manhattan     Trailer       Park

Homeowners Association, Inc. (the Association) is a nonprofit

corporation comprised of the homeowner community residing in the

North Bergen private residential leasehold community (the park

property) owned by defendant Manhattan Trailer Court and Trailer

Sales, Inc.       The individual plaintiffs, Vincent Mosca and Norma

Carranza, each lease a lot on the park property and also served

as the president and assistant secretary of the Association,

respectively.

      Plaintiffs'         complaint     sought         to    enjoin      defendant       from

selling     the    park     property       to      a     third-party,          arguing    the

Association       exercised       its   statutory           right   of    first     refusal

provided under the Act.             The trial judge disagreed and granted

defendant's motion for summary judgment, after concluding the

Association failed to pursue its right to purchase the park

property.     The motion judge held the two-year delay in advancing

an   agreement      to    purchase      the       park      property     "estopped        [the

Association] from seeking remedies under the [Act]."




                                              2                                    A-6169-12T1
       On appeal, plaintiffs maintain the Act's provisions cannot

be   waived,    as    a     matter   of    law,   making     the    application        of

estoppel erroneous.          Further, they assert defendant's failure to

comply with the Act's notice requirements precludes its ability

to transfer the park property.                 Alternatively, plaintiffs argue

summary    judgment       was    improvidently     granted     in    light       of   the

evidence      that    the    Association       exercised   its     right    of    first

refusal, which defendant allegedly ignored.

       Following our review, we conclude the anti-waiver provision

of N.J.S.A. 46:8C-5 aims at unscrupulous landlords who attempt

to circumvent the Act's requirements when leasing mobile home

lots    and    does    not      preclude    the    court's    ability      to     award

equitable relief.            Under the circumstances presented, we also

hold   defendant's        failure    to    strictly   comply       with    the    Act's

notice provisions was ultimately cured by its subsequent conduct

that fully advanced the Act's spirit and purpose, giving the

Association an opportunity to buy the park property.                         Further,

despite this opportunity, the Association did not follow the

process outlined in the Act to complete the purchase. We conclude

the Association's failure equates to a refusal to exercise its

right to acquire the park property.                 Accordingly, we affirm the

summary judgment dismissal of plaintiffs' complaint.




                                           3                                 A-6169-12T1
      We recite the facts taken from the summary judgment record,

viewed in the light most favorable to plaintiffs, the non-moving

party.      Davis v. Brickman Landscaping, Ltd., __ N.J. __, __

(2014).     Defendant, a New Jersey corporation, was equally owned

by the estate of Julius Wassil (decedent), administered by Paul

Kaufman, and Lynchen Wassil, decedent's former wife.                            Defendant's

largest asset was the park property, which is comprised of 5.28

acres,    divided       into    130    mobile         home    pads,    with     each     tenant

owning his or her respective trailer unit set on a pad.

      In the course of administering decedent's estate, Kaufman

published    notices       in    the        New   York   Times     and       Bergen    Record,

soliciting offers for the purchase and development of the park

property.         Kaufman       also    mailed         termination       notices       to    the

individual park residents, advising them the property would no

longer be used as a mobile home park.

      Prospective        buyers        transmitted           offers     to    Kaufman,       who

decided     the     proposal           by     Manhattan         MTC     Associates,          LLC

(Manhattan)       was    best.         Manhattan         offered       to    buy    the     park

property for no less than $5.5 million, with the possibility of

additional sums paid, depending upon the number of lots approved

for an affordable housing subdivision.                          Manhattan's offer did

not   contain      a     financing          contingency.              Kaufman      negotiated

acceptable    contract         terms        for   Manhattan's         acquisition      of    the




                                                  4                                    A-6169-12T1
park property, subject to Wassil's acceptance and approval by

the Probate Part.

      Sometime      after      receiving        Kaufman's        notice      to    quit,    park

residents        formed   an   association,              pursuant    to    the     Act.1     See

N.J.S.A. 46:8C-15(a) (requiring mobile home owners to form an

association        to   exercise        rights      granted      under      the    Act).      By

letter     dated    December       11,    2008,          Kaufman     was    advised    of    the

Association's existence.                 Shortly thereafter, he conveyed the

terms of Manhattan's offer by providing copies of correspondence

between     Manhattan       and    himself          to    the   identified         Association

Board of Directors.            The letter included the minimum sales price

and highlighted key terms in Manhattan's offer.                                   Importantly,

Kaufman attached an unsigned proposed twenty-eight page purchase

and   sale       agreement,     drawn      in       accordance       with    the     terms    of

Manhattan's        offer.         The    proposed          agreement       left     blank    the

appropriate sections to insert the identity and signature of the

proposed purchaser, designated by the Association.

      In     a    February        3,    2009        letter,     Kaufman       informed       the

Association's       counsel       "the    opportunity           to   purchase       [the    park

property was] on the same terms and conditions" as set forth in


1
     The Association's certificate of incorporation states it
was formed on November 26, 2008.     A Notice of Rights of the
Association, as provided by the Act, was recorded on December 9,
2008.



                                                5                                     A-6169-12T1
Manhattan's      offer.     He    also    provided    a   report    prepared        in

anticipation of the sale.             Later that month, Kaufman met with

members of the Association to discuss the terms of Manhattan's

proposed contract of sale and the Association's right to match

that offer.      There, he informed the Association's representatives

any "offer with a financing contingency was not acceptable,"

because Manhattan's offer contained no such contingency, which

he considered "an essential term of the offer."

      On February 20, 2009, the Association tendered its proposed

terms to purchase the park property.                 The letter sent by Real

Estate Advisory Development Services (READS), on behalf of the

Association, provided for the same down payment amount, minimum

purchase price, period of due diligence and other requirements

as Manhattan's offer. Most significant, however, the Association's

proposal   required        approval      of   the    terms   by     the     general

membership of the Association and a contingency provision to

secure and obtain $6 million to finance the acquisition, closing,

and renovation costs.            The READS letter attached a statement

from ROC USA Capital, LLC that described its willingness to

consider financing the Association's purchase of the park property

if   requisite    underwriting     requirements       were   met.     The    letter

closed with a provision stating: "Upon agreement of transaction

terms   between    Buyer    and   Seller,     Seller's    legal     counsel     will




                                         6                                  A-6169-12T1
prepare a contract for review and revision, if required, by

Buyer and the subsequent execution thereof by Buyer and Seller."

    On February 27, 2009, the Association's attorney sent a one

paragraph letter informing Kaufman:

            [T]he homeowners of [the park] have voted to
            exercise their right of first refusal to
            purchase [the park property] as provided by
            New Jersey law. . . .     Please prepare the
            contract of sale in accordance with the
            provisions of the . . . Act and have it
            delivered to our office immediately to
            enable us to comply with the terms of the
            statute.

Kaufman responded, explaining he already provided the form of

the contract, mirroring the terms offered by Manhattan, which he

attached    to   his     January   12,       2009   letter   sent   to    the

Association's Board of Directors.              Kaufman further noted the

Association's suggested contractual alternative, which included

a financing provision, was "not acceptable."             Kaufman explained

his prior efforts requesting details of any proposed financing

were not answered and expressed his concern for the ability of

the park owners to secure the necessary funds for the purchase.

Kaufman    repeated    his   request   for   funding   source   details   and

underwriting criteria to obtain the monies necessary to close.

The Association never responded to Kaufman's inquiry.

    Before the Probate Part, Kaufman moved for approval of the

park property sale to Manhattan.             Kaufman also sought an order




                                       7                            A-6169-12T1
"extinguishing the right of first refusal of the [Association]."

The   Association    was   noticed    and   appeared     before   the   Probate

judge as a party-in-interest.         Following argument, the judge, in

a March 27, 2009 order, denied Kaufman's motion.

      In May 2009, Kaufman secured Wassil's acceptance of the

Manhattan sale agreement and again moved for approval of the

sale.    The judge concluded Kaufman was authorized to sell the

park property and, on behalf of the estate, ordered he could

execute the contract with Manhattan.            However, the Probate Part

judge declined to "extinguish the Association's rights," and the

June 19, 2009 order stated:          "This order does not adjudicate the

rights, if any, of the . . . Association."

      Plaintiffs filed this complaint alleging violations of the

Act and the Consumer Fraud Act (CFA), N.J.S.A. 56:8-1 to -20,

and sought to enforce the Association's right to purchase the

park property.      Following discovery, defendant moved for summary

judgment and dismissal of the complaint.                 Plaintiffs filed a

cross-motion for partial summary judgment.

      In a written opinion, following oral argument, the judge

concluded defendant violated the notice provisions set forth in

the Act.    Nevertheless, she held summary judgment dismissal of

the   Association's    complaint     was    warranted.      The   judge    found

defendant's violations of the notice provisions were "largely




                                       8                                A-6169-12T1
mooted by the fact that [plaintiffs] have behaved in such a way

as to have waived their right to a remedy.            It is apparent from

the record that, in addition to waiver, the doctrines of laches

and estoppel foreclose any recovery by [p]laintiffs."              Finally,

the judge dismissed the CFA count, noting plaintiffs failed to

demonstrate an ascertainable loss.           This appeal ensued.

       In our de novo review of a trial court's grant or denial of

a request for summary judgment, we employ the same standards

used   by    the    motion   judge   under   Rule   4:46-2(c).     Brickman

Landscaping, supra, __ N.J. at __.            First, we determine whether

the moving party has demonstrated there were no genuine disputes

as to material facts, and then we decide whether the motion

judge's application of the law was correct.            Atl. Mut. Ins. Co.

v. Hillside Bottling Co., 387 N.J. Super. 224, 230-31 (App.

Div.), certif. denied, 189 N.J. 104 (2006).              In so doing, we

view the evidence in the light most favorable to the non-moving

party.      Brill v. Guardian Life Ins. Co. of Am., 142 N.J. 520,

523 (1995).        Factual disputes that are merely "'immaterial or of

an insubstantial nature'" do not preclude the entry of summary

judgment.     Ibid.     (quoting Judson v. Peoples Bank & Trust Co.,

17 N.J. 67, 75 (1954)).          Also, we accord no deference to the

motion judge's conclusions on issues of law.             Estate of Hanges

v. Metro. Prop. & Cas. Ins. Co., 202 N.J. 369, 382-83 (2010).




                                       9                           A-6169-12T1
      Here, the parties each suggest the other failed to abide by

provisions of the Act.                 The Association contends defendant's

violation of the notice requirements precludes its transfer of

the   park     property    to     Manhattan       and    also   argues     the    judge

erroneously       concluded      the    rights    granted   under    the    Act    were

subject   to      waiver   and    estoppel.        Defendant      acknowledges     its

failure      to   strictly       meet    the     Act's   notice     deadlines,      but

maintains it cured all deficiencies; thereafter, the Association

failed to execute an agreement of sale and proceed to closing.

      To provide context to these and other arguments presented,

             [w]e begin by "read[ing] and examin[ing] the
             text of the act and draw[ing] inferences
             concerning the meaning from its composition
             and structure." 2A Norman J. Singer & J.D.
             Shambie    Singer,    Sutherland    Statutory
             Construction § 47:1 (7th ed. 2007).      That
             common sense canon of statutory construction
             is   reflected   also  in   the   legislative
             directive codified at N.J.S.A. 1:1-1:

                    In the construction of the laws
                    and statutes of this state, both
                    civil and criminal, words and
                    phrases shall be read and construed
                    with their context, and shall,
                    unless    inconsistent    with   the
                    manifest intent of the legislature
                    or unless another or different
                    meaning is expressly indicated, be
                    given   their   generally   accepted
                    meaning, according to the approved
                    usage of the language.

             [State v. Hupka, 203 N.J. 222, 231-232 (2010).]




                                           10                                A-6169-12T1
"[I]t    is     also    incumbent     that       we    'harmonize         the     individual

sections and read the statute in the way that is most consistent

with the overall legislative intent.'"                       Comm. of Petitioners for

Repeal of Ordinance No. 522 (2013) of Borough of W. Wildwood v.

Frederick, 435 N.J. Super. 552, 565 (App. Div.) (quoting Fiore

v.    Consol.      Freightways,      140    N.J.       452,       466    (1995)),    certif.

denied, __ N.J. __ (2014).

       "In adopting the . . . Act, the Legislature intended to

protect      the     continuation     of    mobile      home       communities,      and    to

promote      and     encourage      ownership         and    self-governance         by     the

residents       of    these   communities."                 Paradise     Park     Homeowners

Ass'n, Inc. v. Riverdale Mgmt. Ass'n, 404 N.J. Super. 309, 314-

315 (App. Div. 2008).               The Legislature expressly declared the

Act    was    "necessary      for     the    welfare         of    the    State     and    its

inhabitants"         and   mandated        the    Act's        provisions         "shall     be

liberally       construed      to     effectuate            the     purposes       thereof."

N.J.S.A.      46:8C-7.2       See    also    Paradise         Park,      supra,     404    N.J.

Super. at 328.




2
     Section 7 is part of the initial legislation adopted in
1977.   See L. 1973, c. 153.    The provisions at issue in this
matter governing the residential leasehold community's rights of
first refusal in the event of a sale of the park property,
N.J.S.A. 46:8C-11 and -12, were added by L. 1991, c. 483 in
1995.



                                            11                                       A-6169-12T1
       Under the Act, homeowners residing in a private residential

leasehold community are granted a right of first refusal                            to

acquire the "private residential leasehold community land" and

an owner must notify residents of either a decision to sell such

property, N.J.S.A. 46:8C-11, or if the owner receives a bona

fide   offer   to    buy       such     property,   N.J.S.A.    46:8C-12.       More

specifically,        a        private     residential       leasehold    community

landowner must notify the board of directors of a homeowners'

association, created under the Act, (1) of a decision to offer

the leasehold community land for sale, including material terms

such as "the price and the terms and conditions of sale[,]"

N.J.S.A. 46:8C-11(a); and (2) when a bona fide offer to purchase

such property is received, to notify the individual homeowners

or their association within ten business days of the offer's

receipt and, thereafter, to reveal its terms.                      N.J.S.A. 46:8C-

12(a) and (b).

       Here, the operative provision of the Act is N.J.S.A. 46:8C-

12, as Kaufman received a bona fide offer to acquire the park

property from Manhattan.                Manhattan's offer triggered the need

to   send   notice       to   the   homeowners.      Once    the   homeowners     are

informed of a bona fide offer to purchase the park property, the

park property owner may not proceed with any third-party sale

while the homeowners take the following steps:




                                            12                              A-6169-12T1
     b.   Upon receipt of such notice the
board of directors or trustees of the
homeowners' association shall appoint from
among its members a committee, not exceeding
three persons, who may be assisted by such
legal and other professional and technical
counsel as the board may provide, to receive
from the landowner the price and terms of
the offer that has been made, and to
negotiate the terms upon which the landowner
would be willing to sell the private
residential leasehold community land to the
homeowners' association. . . .

     c.    Not later than the 30th day next
following its receipt of offering terms
pursuant to subsection b. of this section,
or following a period of extension agreed to
by the committee and the landowner, the
committee appointed pursuant to subsection
b. of this section shall report to the board
of directors or trustees of the homeowners'
association the price and other material
terms upon which the private residential
leasehold community landowner has agreed to
sell   the    private   residential    leasehold
community land to the association.        In the
absence    of   any   agreement   between    the
landowner and the committee, the landowner
shall be deemed to agree to such sale upon
the identical terms communicated by him to
the committee pursuant to [the received bona
fide offer].     The report of the committee
shall include such supporting data and
documentation as the committee and the
landowner    have   agreed   upon   to   be   so
submitted and authorized to be disclosed.
The price and other terms so agreed upon and
reported shall be binding upon the landowner
for 10 days next following the submission of
the committee's report, and if agreed to by
the board of directors or trustees of the
homeowners' association and consented to by
two-thirds of the homeowners in that private
residential leasehold community land shall
constitute a contract of sale.



                      13                           A-6169-12T1
              d.    During the period provided for
         negotiations and for consideration by the
         association's board of directors or trustees
         under subsection c. of this section the
         landowner shall not conclude any agreement
         for   sale    of  the   private  residential
         leasehold community land to any other party,
         but may negotiate with any other party as to
         terms and conditions of such an agreement,
         contingent upon the failure or refusal of
         the homeowners to exercise their prior right
         of purchase under this act.

         [N.J.S.A. 46:8C-12.]

    Plaintiffs contend defendant's failure to comply with the

notice provisions in N.J.S.A. 46:8C-12(a) precludes transfer of

the park property to Manhattan because defendant could not file

an affidavit of compliance, as mandated by N.J.S.A. 46:8C-14.

This section of the Act provides:

              In addition to other prerequisites for
         recording, no deed evidencing transfer of
         title to a private residential leasehold
         community land shall be recorded in the
         office of any county recording officer
         unless, accompanying the application to
         transfer the title is an affidavit annexed
         thereto in which the owner of the private
         residential leasehold community certifies:

              . . . .

              b.   with   reference   to   an   offer
         received by him for the purchase of the
         land, or with reference to a counter-offer
         which he has made or intends to make to such
         an   offer,   he  has   complied  with   the
         provisions of section [N.J.S.A. 46:8C-12] of
         this act; or




                                14                      A-6169-12T1
              c.   notwithstanding   his   compliance
         with section 2 or 3 of this act, as
         applicable, no contract has been executed
         for the sale of the land between himself and
         the homeowners' association; or

              d.    the provisions of sections 2 and 3
         of this act are not applicable to a
         particular sale or transfer of the land by
         him,   and    compliance  therewith   is  not
         required; or

              e.   a particular sale or transfer of
         the land is exempted from the provisions of
         sections 2 through 5 of this act.

    Responding to this argument, Kaufman does not challenge his

failure to relate receipt of a bona fide offer from Manhattan

within the ten-day window.         However, he asserts the notice to

homeowners   of   the   proposed   terms   of   sale   within   a   week   of

learning the Association was created complies with the statute.

Further, Kaufman ceased efforts to conclude a sale to Manhattan

while the Association determined whether it would purchase the

park property.

    Kaufman also notes he served the park residents with a

notice to quit on July 21, 2008, pursuant to N.J.S.A. 2A:18-

61.1(h), a copy of which is not in the record.3            As a practical


3
     N.J.S.A. 2A:18-61.1(h) is part of the Anti-Eviction Act,
N.J.S.A. 2A:18-61.1 to -61.12, which provides, inter alia,
mobile home tenants may not be removed from park property unless
"[t]he owner seeks to retire permanently the residential
building or the mobile home park from residential use or use as
a mobile home park[.]"



                                    15                              A-6169-12T1
matter, however, he suggests he could not act for defendant or

offer the park property for sale because the estate did not own

a controlling interest in the corporation.                    In his certification

before the Probate Part, Kaufman acknowledged after Manhattan's

September 19, 2008 offer was identified as the best offer, he

had not secured Wassil's, the equal co-owner, consent to proceed

with a sale.       Moreover, his authority to bind the estate to any

agreement required approval of the court.

      In    our    view     of     this    issue,      we     conclude     a    liberal

construction of the Act, which remains true to the legislative

objectives, see Paradise Park, supra, 404 N.J. Super. at 328,

requires a park owner to fully inform park homeowners not only

of an actual offer for sale, but the intention to sell.                         Despite

the uncertainty attached to Kaufman's endeavor when he placed

the   initial     newspaper      ads,     realistically,       the    facts    strongly

suggest the eventuality of a sale of corporate assets (that is,

the park property) was more likely than not.                      The Act's spirit

required notice to homeowners of the prospect of such a sale,

even if the specific terms were not solidified.                          See N.J.S.A.

46:8C-11(a).         More        important,     once        Kaufman    narrowed      the

inquiries and acted to accept Manhattan's offer, the ten-day

notice     requirement      of    N.J.S.A.      46:8C-12(a)      was     unmistakably




                                           16                                  A-6169-12T1
triggered.     Kaufman, however, did not inform the homeowners of

the proposed offer for several months.

      Nevertheless, we cannot agree with plaintiffs that such a

lapse was fatal to defendant's pursuit of a third-party sale.

Indeed, N.J.S.A. 46:8C-14 alerts the county recording officer of

the statute's intended design, which allows mobile home park

residents the opportunity to obtain ownership and control of the

park property.     The affidavit provision places the onus on the

seller of park property to verify compliance with the Act and

prevents recording a deed of transfer absent the affidavit of

compliance.     That said, it is neither mandated nor contemplated

that a park property owner's failure to strictly comply with the

stated    notice   provisions   in     N.J.S.A.   46:8C-11     or    12   bars

alienation of the realty, absent the Association's assent.                 The

purpose of the affidavit requirement assures residents received

notice and the opportunity to purchase the park property prior

to its cessation as a mobile home park, nothing more.

      Here, although Kaufman was not strictly compliant with the

notice requirements, the facts leave no doubt the Association

and     its   members   suffered     no    prejudice    by     the    delayed

notification.      In   essence,     the   homeowners   were   alerted     the

property would cease to be used as a mobile home park and may be

sold.    Thereafter, the Association was informed of the terms of




                                      17                             A-6169-12T1
Manhattan's         proposed        offer.           Kaufman       provided     a    form       of

agreement      to    allow     residents         or    their       designee   to     buy       the

property under the same terms offered by Manhattan.                             Thereafter,

Kaufman delayed further negotiations with Manhattan to give the

Association ample opportunity to fully exercise the right to

purchase the park property as granted under the Act.

       Throughout this period, nothing suggests Kaufman took steps

to   advance    the     Manhattan         deal       or    attempted    to    deprive          the

Association of its statutory right to match Manhattan's offer.

There is no evidence Kaufman purposely sought to side-step the

Act's    requirements          or    adversely            impact    homeowners'          rights.

Kaufman's good faith was evinced by his efforts to meet with the

Association's representative committee and candidly discuss his

view that the absence of a financing contingency was a material

term of Manhattan's purchase offer.                        Despite this knowledge, the

Association submitted a counteroffer, proposing to extend the

time to close because the offer was contingent on obtaining more

than    100%    financing           of    the        acquisition       costs.            Kaufman

immediately noted the terms materially differed from Manhattan's

offer and sought details of the financing, which were never

forthcoming.          Even   when        Association         counsel    wrote       to    inform

Kaufman of the Association's proposed exercise of the right of

first refusal, Kaufman restated his request seeking details of




                                                18                                       A-6169-12T1
how the Association was going to pay the $5.5 million.                         He also

reinforced     his   acceptance          if    the    Association      would     match

Manhattan's    terms.        No    response     was    forthcoming,     so     Kaufman

sought court approval of the Manhattan sale.                     The Probate Part

order, approving the Manhattan sale, was filed six months after

Kaufman provided the agreement to the Association.

    We    do   not   abide    by       plaintiffs'     rigid    interpretation      of

N.J.S.A. 46:8C-12 and -14, which, if accepted, would impinge

upon the alienation rights of a private property owner, an issue

subject   to    constitutional           limitations.4          See     Borough     of

Merchantville v. Malik & Son, LLC, 218 N.J. 556, 568 (2014)

(providing     the   taking       of    private      property   has    always     been

subject   to    constitutional           limits)      (citation       and    internal

quotation marks omitted).              See also U.S. Const., amend. V; N.J.

Const., art. I, ¶ 20.             Instead, we view the law as requiring a

park property owner to meet the Act's substantive provisions and


4
     In addition to constitutional impediments, restraints on
free alienability are also scrutinized based on public policy
considerations. See Cape May Harbor Vill. & Yacht Club Ass'n v.
Sbraga, 421 N.J. Super. 56, 71 (App. Div. 2011) ("'It is firmly
established that the policy of the law is against the imposition
of restrictions upon the use and enjoyment of land and such
restrictions are to be strictly construed.'" (quoting Hammett v.
Rosensohn, 46 N.J. Super. 527, 535-36 (App. Div. 1957), aff'd,
26 N.J. 415 (1958))).    See also Highway Holding Co. v. Yara
Eng'g Corp., 22 N.J. 119, 133 (1956) (stating "the public policy
of this State favors alienation of property and its ready
marketability").



                                          19                                 A-6169-12T1
effectuate      its     salutary       purpose.         Accordingly,         we     reject

plaintiffs' arguments and confirm defendant provided more than

sufficient notice to the Association and waited more than an

adequate period of time to allow the homeowners to exercise

their rights under the Act.

       Next,    we     consider        whether       the      Association         properly

proceeded      to    trigger      N.J.S.A.    46:8C-12(c)          which    secures      the

Association's         contract       to    buy    the      park     property.            The

Association argues its February 27, 2009 letter advising Kaufman

the     homeowners         "voted     to    exercise         the    right     of      first

refusal . . . as provided by New Jersey law," equated to consent

of    two-thirds      of    the     homeowners    in    the    private      residential

leasehold community to accept the purchase of the park property

under     the       same      terms        offered      by     Manhattan,          thereby

"constitut[ing] a contract of sale," as provided by N.J.S.A.

46:8C-12(c).         Alternatively, the Association suggests, Kaufman

ignored the Association's request to "prepare the contract of

sale in accordance with the . . . Act[.]"                            We disagree and

reject this attempt to deflect inaction onto Kaufman.

       Once an owner informs homeowners of a bona fide offer to buy

the park property, the burden to comply with N.J.S.A. 46:8C-12(c)

rests upon the association. Specific actions must occur to result

in a binding agreement, created by operation of law.                         Ibid.




                                            20                                     A-6169-12T1
       It cannot be ignored that a week before Association counsel

sent the February 27, 2009 letter, the Association's agent READS

sent     a    proposal     containing       markedly       different         terms    for

purchase.       Kaufman's understandable confusion was relayed, along

with     an    attempt     to     secure        more     definitive        information.

Kaufman's efforts proved fruitless, as neither the Association

nor counsel responded.           The record fails to show efforts by the

Association to secure financing from ROC or others, other than

the initial inquiry regarding its possible availability.

       While defendant understood it was bound to sell the park

property to the Association or its designee "upon the identical

terms" of the Manhattan offer, the Act imposes no obligation to

accept a materially different counterproposal.                        N.J.S.A. 46:8C-

12(c).       If the Association desired to meet Manhattan's offer, as

it   now     suggests,   it     merely   had     to    complete      and   execute    the

contract document provided to it on January 28, 2009.                                This

omission reflects that either the Association failed or refused

to   exercise     its    right    to   purchase        under   the    Act.     N.J.S.A.

46:8C-12(d).       Thereafter, Kaufman was free to finalize the deed

with Manhattan.

       We also note the record contains no proof the Association's

committee actually proposed a form of purchase to the homeowners

or secured the necessary two-thirds vote to proceed to buy the




                                           21                                   A-6169-12T1
park property under the terms of Manhattan's offer.                   Counsel's

one paragraph letter is not compliant with N.J.S.A. 46:8C-12(c).

The notable absence of proof of the Association's fulfillment of

the formalities mandated by this section of the statute cannot

be overlooked.       These prerequisites are absolutely necessary to

reach a binding agreement of sale and cannot be inferred or

assumed.

       For completeness, we briefly address plaintiffs' suggestion

the motion judge erroneously concluded the Association waived

its rights.       Plaintiffs maintain the express language of the Act

demands homeowners' rights may not be waived.                  To support this

notion,    they    rely   on   N.J.S.A.     46:8C-5,   which   states:    "[a]ny

provision of a lease or other agreement whereby any provision of

this act is waived shall be deemed against public policy and

shall be void."       Placement of this section within the statutory

scheme follows provisions imposing requirements on mobile home

park   owners     prohibiting    the   mandatory   purchase     of   equipment,

N.J.S.A. 46:8C-2; restricting the sale of a mobile home by a

park property owner, N.J.S.A. 46:8C-3; requiring written leases

with all tenants and the prior provision and the conspicuous

posting of the park's rules and regulations, N.J.S.A. 46:8C-4.

Thus, the directive in N.J.S.A. 46:8C-5 aims at mobile home park

landlords   who     attempt    to   circumvent   these   specific     statutory




                                       22                                A-6169-12T1
directives.      It is not intended, as plaintiffs suggest, to limit

application of a court's exercise of equitable relief.5

     Following our review, we conclude the Association failed to

exercise   its    right     of    first    refusal   to   purchase   the   park

property   as    provided    by   N.J.S.A.     46:8C-12(d).    Consequently,

Kaufman was free to complete the transaction with Manhattan.

The order granting summary judgment will not be disturbed.6

     Affirmed.




5
     The motion judge's use of the term "waiver" referred to the
Association's failure to effectuate its rights because the mere
assertion by the Association of a desire to exercise the right
of first refusal, unaccompanied by formal approval and required
action, did not result in an agreement under the Act. After an
inordinate amount of time passed, far more time than statutorily
required before Kaufman proceeded to effectuate the deal with
Manhattan, the judge found the Association's inaction amounted
to "a waiver," which estopped the Association from asserting a
right to purchase the park property or thwart defendant's third-
party sale.
6
     We reject as lacking sufficient merit to warrant discussion
in our opinion, plaintiffs' challenge to the dismissal of their
assertion of a violation of the CFA. R. 2:11-3(e)(1)(E).



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