                        NOT FOR PUBLICATION WITHOUT THE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-0556-15T3

CANON FINANCIAL SERVICES,
INC.,

        Plaintiff-Respondent,

v.

LINWOOD CITY BOARD OF
EDUCATION,

        Defendant-Appellant,

and

QUALITY FIRST, INC.,

        Defendant,

and

LINWOOD CITY BOARD OF
EDUCATION,

        Defendant/Third-Party
        Plaintiff,

v.

DOUGLAS GREEN, JR. and
DOUGLAS GREEN, SR.,

     Third-Party Defendants.
________________________________

              Argued April 26, 2017 – Decided June 12, 2017
           Before Judges Accurso and Manahan.

           On appeal from Superior Court of New Jersey,
           Law Division, Burlington County, Docket No.
           L-368-09.

           Christopher A. Barrett argued the cause for
           appellant (Cooper Levenson, P.A., attorneys;
           Mr. Barrett, on the briefs).

           Howard N. Sobel argued the cause for
           respondents (Law Offices of Howard N. Sobel,
           P.A., attorneys; Mr. Sobel, of counsel and on
           the brief; Margaret D. Nikolis, on the brief).

PER CURIAM

     Linwood City Board of Education (LBOE) appeals from the trial

court's   order   enforcing   a   settlement   between   LBOE   and     Canon

Financial Services (CFS).     Having reviewed the record in light of

applicable legal principles, we affirm.

     This appeal is rooted in a dispute over the lease of copiers.

On November 3, 2006, LBOE and CFS entered into a lease (Lease) for

the provision of seven articulated copiers.        Quality First (QF),

an entity that had done business with the LBOE for many years, was

to supply the copiers.    Four days prior to the finalization of the

Lease, LBOE's administrator acknowledged receipt of the copiers

by her signature on the Lease's first page.        The Lease called for

monthly payments of $1938 for the seven copiers.

     For twenty-four months, LBOE made timely, monthly payments.

In November 2008, LBOE ceased payment claiming that it never

                                     2                                A-0556-15T3
received two copiers called for in the Lease from QF.     LBOE also

claimed that it ceased payment due to QF's failure to service the

copiers.

     CFS instituted litigation against LBOE for breach of the

Lease. QF was also named as a defendant for its failure to provide

the two copiers LBOE alleged were never received.

     LBOE filed an answer with a cross-claim against QF and its

two principals, Douglas Green, Sr. and Douglas Green, Jr. (the

Greens).    Default judgment was entered in favor of CFS against QF

after that entity failed to file a responsive pleading.1    Default

judgment was entered in favor of LBOE against QF and the Greens,

individually, after they failed to file a responsive pleading.     No

dollar amount was assigned to the judgment based upon an issue

relating to LBOE's proofs on its consumer fraud claim.

     At the conclusion of discovery, CFS filed a motion for summary

judgment.    Subsequent thereto and prior to the hearing, CFS and

the LBOE engaged in settlement discussions.         The discussions

resulted in an agreement (Agreement).   The Agreement was approved

by resolution of the Board of Education.      Among its terms, the

Agreement addressed the copiers:

     1. Terms of Settlement


1
 CFS paid QF approximately $102,000 after it received confirmation
of the delivery of the copiers called for in the Lease.

                                  3                         A-0556-15T3
(a) CFS will provide two (2) refurbished Canon
IR7095   photocopiers    to   LBOE.      These
photocopiers will be refurbished by Canon
Business Solutions (hereinafter "CBS") solely
at the cost of CFS. These photocopiers will
be incorporated into the Lease Agreement as
the substitutes for copiers IR6570, serial
number SLP20311 and IR6570 serial number
SLP20329, the two copiers which were ordered
by the LBOE but never delivered by QF to
LBOE[;]

(b) The refurbished Canon IR7095 photocopiers
shall be delivered to the LBOE on or before
September 15, 2011;

(c) Commencing on October 1, 2011[,] and
continuing for thirty-six (36) months (ending
September 1, 2014), the LBOE shall pay to CFS
the sum of One Thousand Nine Hundred Thirty-
Eight   Dollars  ($1938[])   a   month   which
represents   the   full,   complete    monthly
stipulated remaining payments due and owing
from the LBOE to CFS on Lease Agreement No.
01-317093.01, except otherwise provided for in
the Agreement;

(d) After LBOE pays the remaining thirty-six
(36) lease payments due to CFS, the LBOE shall
have the option to purchase the photocopiers
under Lease No. 01-317093.01 and[/]or the
substitute copiers provided by QF, at fair
market value.    In the alternative, with at
least sixty (60) days['] notice to CFS, the
LBOE shall advise CFS of their intention to
return these photocopiers which remain on the
premises that are subject of the aforesaid
Lease and or were substitute copiers provided
by QF. The return of these photocopiers shall
be arranged by the LBOE to CFS per the Terms
and Conditions of the Lease Agreement[;]

(e) These terms and conditions are made with
the understanding that the LBOE is not
currently in possession of the photocopiers

                      4                          A-0556-15T3
           that were originally contained under the Lease
           No. 01-317093.01.    However, LBOE recognizes
           as part of this Lease Agreement it is
           receiving two substitute copiers from CFS.

     The Agreement also called for LBOE to make the remaining

payments on the Lease.   LBOE made all but the last two payments.

After CFS filed a motion to enforce the Agreement, LBOE remitted

those payments.

     Per the Agreement, CFS also sought the return of the seven

copiers subject to the Lease or the substituted copiers provided

by QF.     In return, CFS acknowledged that it was obligated to

provide two replacement copiers.     In opposition, LBOE argued that

it would return the two copiers for the replacement copiers, but

was unable to return the remaining five copiers as it was not in

possession of them.

      Subsequent to oral argument, the motion judge held that CFS

was entitled to enforcement of the Agreement relative to the return

of the five copiers or the payment of the fair market value of the

copiers.   Since LBOE maintained that it was not in possession of

the copiers at issue, the judge, relying on a certification from

Elaine Monti, a "Senior Legal Specialist" for CFS, ordered LBOE

to pay $20,382.88 as the fair market value.

     On appeal, LBOE raises the following arguments:

                              POINT I


                                 5                           A-0556-15T3
          THE TRIAL COURT ERRED IN IGNORING AND
          OTHERWISE   NOT   ADOPTING  THE  SETTLEMENT
          AGREEMENT'S PLAIN MEANING AND SUPPLYING ITS
          OWN INTERPRETATION.

                            POINT II

          ALTERNATIVELY, IF THE SETTLEMENT AGREEMENT IS
          DEEMED AMBIGUOUS AND NOT SUBJECT TO A PLAIN
          LANGUAGE CONSTRUCTION, THE TRIAL COURT ERRED
          BY FAILING TO CONDUCT A PLENARY FACT[-]FINDING
          HEARING.

We are not persuaded by these arguments.

     We briefly state the principles that guide our analysis.

"Settlement of litigation ranks high in our public policy."     Nolan

v. Lee Ho, 120 N.J. 465, 472 (1990) (quoting Jannarone v. W.T.

Co., 65 N.J. Super. 472, 476 (App. Div.), certif. denied, 35 N.J.

61 (1961)).   In furtherance of the strong policy of enforcing

settlements, "our courts 'strain to give effect to the terms of a

settlement wherever possible.'"       Brundage v. Estate of Carambio,

195 N.J. 575, 601 (2008) (citation omitted).           Therefore, an

agreement to settle a lawsuit will be honored and enforced in the

absence of fraud or other compelling circumstances.        Pascarella

v. Bruck, 190 N.J. Super. 118, 124-25 (App. Div.), certif. denied,

94 N.J. 600 (1983).

     The "[i]nterpretation of a settlement agreement implicates

significant legal and policy principles[.]"         Kaur v. Assured

Lending Corp., 405 N.J. Super. 468, 474 (App. Div. 2009).         When


                                  6                           A-0556-15T3
examining the terms of a settlement agreement, we are guided by

the rules of contract construction.        Brundage, supra, 195 N.J. at

600-01; see also Thompson v. City of Atl. City, 190 N.J. 359, 379

(2007).   "The polestar of contract construction is to discover the

intention of the parties as revealed by the language used by them."

Karl's Sales & Serv., Inc. v. Gimbel Bros., 249 N.J. Super. 487,

492   (App.   Div.),   certif.   denied,   127   N.J.   548   (1991).     In

interpreting a contract, the focus is on "the intention of the

parties to the contract as revealed by the language used, taken

as an entirety; and, in the quest for the intention, the situation

of the parties, the attendant circumstances, and the objects they

were thereby striving to attain[.]"        Lederman v. Prudential Life

Ins. Co. of Am., Inc., 385 N.J. Super. 324, 339 (App. Div.)

(citation omitted), certif. denied, 188 N.J. 353 (2006).           In that

regard, the court may not re-write a contract or grant a better

deal than that for which the parties expressly bargained.          Solondz

v. Kornmehl, 317 N.J. Super. 16, 21 (App. Div. 1998).            Moreover,

"any action which would have the effect of vitiating the provisions

of a particular settlement agreement and the concomitant effect

of undermining public confidence in the settlement process in

general, should not be countenanced."            Dep't of Pub. Advocate,

Div. of Rate Counsel v. N.J. Bd. of Pub. Utils., 206 N.J. Super.

523, 528 (App. Div. 1985).

                                    7                              A-0556-15T3
     Even where the language of a contract is clear on its face,

courts may determine its meaning by looking to extrinsic evidence,

such as "the situation of the parties, the attendant circumstances,

and the objects there were     . . . striving to attain."   Atl. N.

Airlines, Inc. v. Schwimmer, 12 N.J. 293, 301 (1953).   Our courts

"permit a broad use of extrinsic evidence to achieve the ultimate

goal of discovering the intent of the parties."      Conway v. 287

Corporate Ctr. Assocs., 187 N.J. 259, 270 (2006).     In Sachau v.

Sachau, 206 N.J. 1, 5-6 (2011) (quoting Schwimmer, supra, 12 N.J.

at 302), the Court stated: "A court's role is to consider what is

'written in the context of the circumstances' at the time of

drafting and to apply 'a rational meaning in keeping with the

expressed general purpose.'"

     In this dispute regarding the interpretation of the Agreement

and its enforcement, we find the resolution lies within the

language of the Lease, which explicitly referenced seven copiers.

The litigation resolved by the Agreement invoked the non-payment

by LBOE of the monthly charge for the lease of seven copiers.       A

matter in dispute relative to the litigation was LBOE's contention

that, although it paid for the lease of seven copiers, it only

received five copiers. In reaching an accord, CFS agreed to remedy

that issue in contest by providing two replacement copiers.      The

Agreement also provided for an option to purchase the copiers

                                  8                         A-0556-15T3
referred to in the Lease "and/or the substitute copiers provided

by QF at fair market value."         This language afforded LBOE the

option to return the copiers referenced in the Lease or other

substituted copiers.      As such, the language referencing the lack

of possession by LBOE of the copiers from the Lease did not vitiate

its obligation to return five copiers.

     We are satisfied the judge correctly considered the Agreement

as a whole and in the context of the resolution of the matters in

dispute   between   the   parties.       In   the   judge's   view,   it   was

"inexplicable" that the LBOE paid the full monthly amount assigned

by the Lease when it did not receive all seven copiers.

     As the judge noted in her decision, no explanation from LBOE

was provided for the missing copiers:

                The Board of Education has chosen not to
           provide me with a certification from anybody
           that would outline the history of this copier
           debacle which started nine years ago, almost
           nine years ago, with signing for seven,
           getting only two, maybe losing five, the
           middle of the night swap out of the machines.
           Nobody has bothered to tell me anything about
           that. All I know is counsel says my client
           told me they don't have them, they're not
           hiding in the schools, and we don't have to
           pay for them.   But there are no inferences
           that can be drawn from the settlement
           agreement other than the Board of Education
           understood they were on the hook for seven
           copiers and they said they would return them
           or buy them, and they haven't returned them.



                                     9                                A-0556-15T3
     We agree.       Construing the Agreement in the context of the

conditions under which it was entered, we conclude the judge's

interpretation of the Agreement was grounded in the law and

consistent with the circumstances under which it was drawn.

     LBOE also argues that the monetary amount assigned by the

judge   as   fair    market   value      for       the   unreturned    copiers   was

erroneous.    However, similar to the lack of explanation by LBOE

for the missing copiers, it offered no proof of value; having

clung to its position that there were no copiers to return.                      The

only proof submitted to the judge regarding value was the Monti

certification.       We find no abuse of discretion in the judge's

assessment of the fair market value of the copiers by resort to

that certification.

     An   award     of   damages    must      be    calculated    with   reasonable

certainty    and    should    not   be     based     upon   "mere     speculation."

Caldwell v. Haynes, 136 N.J. 422, 442 (1994).                    Precision in such

calculations is not essential.           The trial record need only provide

a sufficient "foundation which will enable the trier of the facts

to make a fair and reasonable estimate."                 Id. at 436 (quoting Lane

v. Oil Delivery, Inc., 216 N.J. Super. 413, 420 (App. Div. 1987)).

Here, the judge's determination of damages was grounded in the

sole evidence presented and was not based upon speculation.



                                         10                                 A-0556-15T3
     Finally, LBOE argues that the judge erred in not granting its

motion for reconsideration.        Again, we disagree.

     We   review   the    trial    court's    denial   of     a    motion      for

reconsideration under an abuse of discretion standard.                  Marinelli

v. Mitts & Merrill, 303 N.J. Super. 61, 77 (App. Div. 1997).

Reconsideration is "a matter within the sound discretion of the

[c]ourt to be exercised in the interest of justice[.]"                   Palombi

v. Palombi, 414 N.J. Super. 274, 288 (App. Div. 2010) (quoting

D'Atria v. D'Atria, 242 N.J. Super. 392, 401 (Ch. Div. 1990)).

Reconsideration is appropriate if "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 not consider, or

failed to appreciate the significance of probative, competent

evidence."   Cummings v. Bahr, 295 N.J. Super. 374, 384 (App. Div.

1996) (quoting D'Atria, supra, 242 N.J. Super. at 401); see also

Fusco v. Bd. of Educ. of City of Newark, 349 N.J. Super. 455, 461-

62   (App.   Div.),      certif.    denied,    174     N.J.       544    (2002).

Reconsideration is not appropriate as a vehicle to bring to the

court's attention evidence that was not present, but was available,

in connection with initial argument. Fusco, supra, 349 N.J. Super.

at 463.




                                    11                                    A-0556-15T3
    Having considered the record in light of our standard of

review and controlling legal principles, we discern no basis for

error in the denial of the motion for reconsideration.

    Affirmed.




                              12                         A-0556-15T3
