                                NOT FOR PUBLICATION WITHOUT THE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-3377-16T2


JOSEPH MCNALLY,

          Plaintiff,

v.

MARYANN MERLINO, CHARLIE
HAMILTON, RICK YEATMAN,
DAVE DEMPSEY, RICHARD
PASSARELLA, DICK'S AUTO
SERVICE, D&J AUTO BODY
and RON PASSARELLA,

     Defendants.
_______________________________

JOHN PHILIP MAROCCIA,

          Defendant/Third-Party
          Plaintiff,

v.

THOMAS GIANGIULIO, JR.,

     Third-Party Defendant.
______________________________
ROEDER HALBERT,

     Defendant/Third-Party
     Plaintiff-Appellant,

v.

WATERFORD TOWNSHIP,

     Third-Party Defendant-
     Respondent.
_______________________________

           Argued September 27, 2018 – Decided December 19, 2018

           Before Judges Simonelli and Whipple.

           On appeal from Superior Court of New Jersey, Law
           Division, Camden County, Docket No. L-4138-11.

           Paul Leodori argued the cause for appellant (Law
           Offices of Paul Leodori, PC, attorneys; Paul Leodori,
           on the briefs).

           George J. Botcheos argued the cause for respondent.

PER CURIAM

     Defendant/third-party plaintiff Roeder Halbert, a former member of the

Waterford Township Committee, appeals from the May 7, 2013 Law Division

order denying his motion for summary judgment to compel the Township to

defend and indemnify him against a lawsuit filed by plaintiff Joseph McNally,

a Township police officer. Halbert also appeals from the November 18, 2013


                                                                     A-3377-16T2
                                     2
order denying his motion for summary judgment to compel the Township to

defend and reimburse him for his defense costs and the settlement amount he

paid to McNally. We affirm.

                                        I.

      We derive the following facts from the evidence submitted by the parties

in support of, and in opposition to, the summary judgment motion s, viewed in

the light most favorable to the Township, who opposed entry of summary

judgment. See Elazar v. Macrietta Cleaners, Inc., 230 N.J. 123, 135 (2017).

      On August 17, 2011, McNally filed a verified complaint against Halbert,

Maryann Merlino, Charlie Hamilton, John Maroccia, Rick Yeatman, Dave

Dempsey, Ron Passarella, unknown municipal entities, private individuals, and

private business entities (collectively, defendants). Yeatmen, Dempsey and

Passarella were not Township employees or officials.          Although McNally

identified Halbert and Hamilton as Committee members, Merlino as Mayor, and

Maroccia as City Solicitor, he did not allege they acted within the scope of their

employment or that their alleged wrongful conduct arose out of or in the course

of the performance of their official duties.

      McNally alleged in the first count of the complaint that sometime in late

August or September 2010, Maroccia and Passarella were overheard outside the


                                                                          A-3377-16T2
                                        3
Township municipal building discussing establishing the Waterford Township

Tea Party website (the website).1      Maroccia allegedly told Passarella that

Maroccia, Halbert, Merlino and Hamilton believed Passarella "would be the

right person" to run the website and that Passarella would receive help and

funding to establish the website.

      McNally also alleged that the website, activated in October 2010, posted

pictures of him along with many false and malicious statements, including that

he was a criminal and "steroid crazed cop who almost beat a [seventy-one]-year-

old man to death"; had an alcohol and drug problem; was the root of police

corruption; ran an illegal business; stole from various employers; committed

various types of fraud; assaulted multiple people; beat his wife; and engaged in

police misconduct.

      In his civil conspiracy claim in the second count, McNally alleged the

following:

                defendants "conspired to commit a tort against
                 McNally";

                defendants "conspired to intentionally and
                 maliciously inflict emotional harm on McNally";


1
   McNally alleged that Yeatman and Dempsey were members of a private
association that created a website "virtually identical" to the background for the
website.
                                                                          A-3377-16T2
                                        4
               defendants "conspired to intentionally publish
                false and defamatory statements about McNally";

               defendants' "intentional and malicious actions
                . . . were designed to cause McNally harm, which
                they, in fact, did"; and

               defendants' "actions . . . were intentional,
                malicious and beyond the bounds of human
                decency, justifying the imposition of punitive
                damages."

     In his intentional infliction of emotional distress claim in the third count,

McNally alleged the following:

               defendants "intentionally and maliciously
                initiated extreme and outrageous conduct against
                McNally";

               defendants "intentionally and maliciously posted
                knowingly false information about McNally in a
                way that was deliberately designed to cause him
                harm";

               defendants "intentionally and maliciously created
                the website and posted knowingly false
                information about McNally knowing there would
                be a high degree of probability of severe
                emotional distress being caused to McNally";

               defendants' "intentional and malicious actions
                . . . caused McNally severe and on-going
                emotional harm and upset[,]" and "emotional
                distress so severe that no reasonable person could
                be expected to endure such distress";



                                                                          A-3377-16T2
                                       5
              defendants' actions "were intentionally designed
               to cause McNally harm, which they, in fact, did";
               and

              defendants' actions "were outrageous and beyond
               the bounds of human decency, justifying the
               imposition of punitive damages."

     In his defamation claim in the fourth count, McNally alleged the

following:

              defendants "conspired to publish knowingly false
               information and statements about McNally";

              defendants "intentionally made and posted many
               false and defamatory statements about McNally"
               and "made many false statements about McNally
               with a reckless disregard for the truth in order to
               harm McNally";

              defendants "conspired to create a website that
               posted multiple false statements about McNally
               in order to harm McNally, his family, and his
               reputation";

                 defendants "maliciously made many false
                 statements that were communicated through the
                 website";

              defendants "were not concerned about the public
               good or serving the public; rather, they were
               concerned      with    maliciously  destroying
               McNally's reputation in order to advance their
               own illicit purposes";




                                                                     A-3377-16T2
                                     6
                   "[t]he . . . statements publicized by [d]efendants
                    . . .were knowingly false and maliciously made to
                    cause McNally harm, which they in fact did";

                   "[t]he malicious and false defamatory statement
                    publicized by [d]efendants . . . caused McNally
                    emotional harm and suffering";

                   "[m]any of the malicious and false statements
                    publicized by [d]efendants . . . constituted
                    defamation per se"; and

                   "[t]he intentional and malicious actions of
                    [d]efendants . . . were outrageous and beyond the
                    bounds of human decency, justifying the
                    imposition of punitive damages."

      In the fifth count, McNally alleged that unknown private individuals and

private and municipal entities conspired with defendants to commit the acts he

previously alleged.

      On October 21, 2011, Halbert requested that the Township defend and

indemnify him against McNally's claims pursuant to Chapter 15 of Township

Ordinance No. 97-13 (Ordinance). Ordinance § 15-1 provides as follows, in

pertinent part:

             The Township . . . shall provide the defense of any
             action, suit or proceeding, whether civil, criminal,
             administrative or investigative . . . against any public




                                                                         A-3377-16T2
                                         7
            employee[2] because of any act or omission of that
            employee in the scope of his or her employment and
            shall defray all costs of defending such action,
            including reasonable counsel fees and expenses,
            together with costs of appeal. . . .

            [(Emphasis added).]

      Ordinance § 15-2(C) provides: "The Mayor and Committee . . . hereby

provide[], under certain circumstances, for the defense and indemnification of

officers, employees and servants in the good faith performance of their duties

and responsibilities." (Emphasis added).

      Ordinance § 15-3(B) provides, in pertinent part:

            Whenever a civil action shall be brought against any
            person holding an office, position or employment with
            the Township . . . for any action or omission arising out
            of or in the course of the performance of the duties of
            such office, position or employment, the Township . . .
            shall provide payment of that portion of any costs of
            defense of said action not covered by a policy of
            insurance. Whenever any insurance policy whose
            purpose is to provide the defense and indemnification
            of the Township . . . or its public employees is in
            dispute, the Township . . . will stand in the place of the
            insurance carrier, subject to all rights of subrogation,
            provide for the defense and indemnification of its
            employees as specified herein. Said public employee
            has an affirmative duty, to be eligible for said defense

2
  Ordinance § 15-1 defines "public employee," in pertinent part, as "any elected
or appointed official . . . [and] persons formerly holding office or employment,
provided the events giving rise to a cause of action or claim hereunder conform
to the requirements herein established."
                                                                         A-3377-16T2
                                        8
            and indemnification, to cooperate with the Township
            . . . in any and all of its efforts to resolve any disputed
            insurance coverage.

            [(Emphasis added).]

      Ordinance § 15-4 provides, in pertinent part, that "the Township['s] . . .

authority to indemnify is limited to acts by public employees that are within the

scope of their employment and which are not criminal, fraudulent, malicious or

instances of willful misconduct." (Emphasis added). The Township reviewed

the allegations in the complaint and denied Halbert's request based on Ordinance

§ 15-4.

      On May 2, 2012, McNally filed an amended complaint adding defendants

Richard M. Passarella, a private individual, and Passarella's private businesses,

Dick's Auto Service and D&J Auto Body. McNally alleged that the website

"was set up and run out of the business known as 'Dick's Auto Service.'"

      On September 5, 2012, Halbert filed an answer and third-party complaint

against the Township, seeking declaratory judgment compelling the Township

to defend and indemnify him and reimburse his defense costs.              Halbert

subsequently filed a motion for summary judgment to compel the Township to

provide a defense under Ordinance § 15-3(B). He argued he was serving on the

Committee when the alleged conduct occurred and McNally's allegation in the


                                                                          A-3377-16T2
                                        9
defamation claim that Halbert was not concerned about the public good or

serving the public suggested that Halbert's acts arose out of or in the course of

the performance of his duties as a Committee member.

      In an April 29, 2013 oral opinion, the motion judge denied the motion.

The judge found that Halbert's acts were not within the scope of his employment

or in the good faith performance of his duties and responsibilities as a

Committee member.

      On May 31, 2013, McNally executed a stipulation of dismissal with

prejudice as to all claims against Halbert. Halbert claimed he paid money to

McNally to settle, but did not disclose the amount (the undisclosed settlement

amount).    Thereafter, McNally testified at his deposition that it was his

"opinion" Halbert, in his capacity as Committee member, conspired with

Merlino, in her capacity as Mayor, to publish false information about McNally's

conduct as a police officer, and intentionally inflict emotional distress and harm

on and commit a tort against him. Based on McNally's deposition testimony,

Halbert filed a second motion for summary judgment to compel the Township

to defend and indemnify him and reimburse his defense costs and the

undisclosed settlement amount.




                                                                          A-3377-16T2
                                       10
      In a November 15, 2013 oral opinion, the judge denied the motion. The

judge found McNally's deposition testimony did not alter the judge's previous

determination that Halbert was not acting within the scope of his employment

or in the good faith performance of his duties and responsibilities as a

Committee member. The judge determined that, although McNally testified it

was his opinion Halbert acted in his capacity as a Committee member, the

allegations in the complaint did not describe what action Halbert took in that

capacity, but rather, described activities that were outside what Committee

members would be expected to do in their official capacities.

                                      II.

      On appeal, Halbert again relies on McNally's deposition testimony and

argues the Township had a duty to defend and indemnify him under Ordinance

§ 15-3(B) because McNally's claims arose out of and related to Halbert serving

on the Committee in 2010. Halbert also argues the Township had a duty to

defend because McNally alleged a conspiracy between and among Halbert and

other Township officials and municipal entities and "the breath of a civil

conspiracy clearly comes within Halbert's acts or omissions arising out of or in

the course of the performance of his duties as a member of the Waterford




                                                                        A-3377-16T2
                                      11
Township Committee in 2010."3 Halbert cites no authority supporting this

argument.4

      Halbert also contends the Township had a duty to indemnify him because

McNally's claims arose out of Halbert's conduct as a Committee member who

McNally alleged was unconcerned about the public good or serving the public.

      Our review of a ruling on summary judgment is de novo, applying the

same legal standard as the trial court. Conley v. Guerrero, 228 N.J. 339, 346

(2017). Thus, we consider, as the trial judge did, "whether the evidence presents

a sufficient disagreement to require submission to a jury or whether it is so one-

sided that one party must prevail as a matter of law." Liberty Surplus Ins. Corp.

v. Nowell Amoroso, PA, 189 N.J. 436, 445-46 (2007) (quoting Brill v. Guardian

Life Ins. Co. of Am., 142 N.J. 520, 536 (1995)).




3
  We decline to address Halbert's additional argument that McNally's allegations
were not actionable and were without merit. The issue before us and the motion
judge is whether the Township had a duty to provide a defense, which does not
depend on the validity of McNally's claims. See Voorhees v. Preferred Mut.
Ins. Co., 128 N.J. 165, 173 (1992) (holding that the duty to defend arises
"irrespective of the claim's actual merit").
4
  Halbert cited to Morgan v. Union Cty. Bd. of Chosen Freeholders, 268 N.J.
Super. 337, 364-66 (App. Div. 1993); however, this case does not support this
argument.
                                                                          A-3377-16T2
                                       12
      Summary judgment must be granted "if the pleadings, depositions,

answers to interrogatories and admissions on file, together with the affidavits, if

any, show that there is no genuine issue as to any material fact challenged and

that the moving party is entitled to a judgment or order as a matter of law."

Templo Fuente De Vida Corp. v. Nat'l Union Fire Ins. Co., 224 N.J. 189, 199

(2016) (quoting R. 4:46-2(c)). "To defeat a motion for summary judgment, the

opponent must 'come forward with evidence that creates a genuine issue of

material fact.'" Cortez v. Gindhart, 435 N.J. Super. 589, 605 (App. Div. 2014)

(quoting Horizon Blue Cross Blue Shield v. State, 425 N.J. Super. 1, 32 (App.

Div. 2012)). "[C]onclusory and self-serving assertions by one of the parties are

insufficient to overcome the motion[.]" Puder v. Buechel, 183 N.J. 428, 440-41

(2005).

      "If there is no genuine issue of material fact, we must then 'decide whether

the trial court correctly interpreted the law.'" DepoLink Court Reporting &

Litig. Support Servs. v. Rochman, 430 N.J. Super. 325, 333 (App. Div. 2013)

(quoting Massachi v. AHL Servs., Inc., 396 N.J. Super. 486, 494 (App. Div.

2007)). We review issues of law de novo and accord no deference to the trial

judge's legal conclusions. Nicholas v. Mynster, 213 N.J. 463, 478 (2013).




                                                                           A-3377-16T2
                                       13
      "Although a municipality's informal interpretation of an ordinance is

entitled to deference . . . the meaning of an ordinance's language is a question

of law that we review de novo."        Dunbar Homes, Inc. v. Zoning Bd. of

Adjustment of Franklin, 448 N.J. Super. 583, 595 (App Div. 2017) (quoting

Bubis v. Kassin, 184 N.J. 612, 627 (2005)).         "Similarly, the trial judge's

determination as to the meaning of the ordinance is not entitled to any deference

in our analysis." Ibid.

      "[We] utilize[] the established rules of statutory construction to interpret

a municipal ordinance." Paff v. Byrnes, 385 N.J. Super. 574, 579 (App. Div.

2006).   "Therefore, 'an ordinance should be interpreted to effectuate the

legislative intent in light of the language used and the objects sought to be

achieved.'" Ibid. (quotation omitted) (quoting Twp. of Pennsauken v. Schad,

160 N.J. 156, 170 (1999)). "First, [we] must examine the language of the

ordinance." Ibid. "If the language reveals a clear and unambiguous meaning,

then that language controls." Ibid. "Alternatively, if the language is amenable

to multiple interpretations, then [we] 'consider[] extrinsic factors, such as the

statute's purpose, legislative history, and statutory context to ascertain the

legislature's intent.'" Ibid. (quoting Twp. of Pennsauken, 160 N.J. at 170).




                                                                          A-3377-16T2
                                      14
      The Ordinance is clear and unambiguous as to the Township's duty to

defend and indemnify a public employee. The Township must defend public

employees "because of any acts or omissions of that employee in the scope of

his or her employment" (Ordinance § 15-1); "in the good faith performance of

their duties and responsibilities" (Ordinance § 15-2(C)); and "for any action or

omission arising out of or in the course of the performance of the duties of such

office, position, or employment" (Ordinance § 15-3(B)).

      The Township must indemnify public employees for acts that are "in the

good faith performance of their duties and responsibilities" (Ordinance § 15 -

2(C)); "for any act or omission arising out of or in the course of the performance

of the duties of such office, position, or employment" (Ordinance § 15-3(B));

and for "acts . . . within the scope of their employment and which are not

criminal, fraudulent, malicious or instances of willful misconduct" (Ordinance

§ 15-4).

      Accordingly, we must determine whether the Ordinance requirements

have been met to compel the Township to defend and indemnify Halbert.

McNally's post-complaint "opinion" as to whether Halbert was acting in his

capacity as a Committee member is irrelevant to our analysis. We must focus




                                                                          A-3377-16T2
                                       15
on the allegations in the complaint, the Ordinance requirements, and the

applicable legal principles. See Voorhees, 128 N.J. at 173.

                              Scope of Employment

      The term 'scope of employment' "refers to those acts which are so closely

connected with what the servant is employed to do, and so fairly and reasonably

incidental to it, that they may be regarded as methods, even though quite

improper ones, of carrying out the objectives of the employment." Carter v.

Reynolds, 175 N.J. 402, 411 (2003) (quoting W. Page Keeton et al., Prosser and

Keeton on the Law of Torts § 70 (5th ed. 1984)). 5 In New Jersey, 'scope of

employment' is subject to analysis under the Restatement (Second) of Agency,

which provides as follows, in pertinent part:

            an employee's conduct falls within the scope of
            employment if:

                   (a) it is of the kind he is employed to
                   perform;


5
   For the first time in his reply brief, Halbert argues that his alleged conduct
was within the scope of his employment because it arose out of his obligation
under N.J.S.A. 40A:14-118 to oversee the Township's Police Department and
discuss McNally's fitness as a police officer with other Committee members.
We decline to address this argument, as Halbert did not raise it before the motion
judge and it is not jurisdictional in nature nor does it substantially implicate the
public interest, Zaman v. Felton, 219 N.J. 199, 226-27 (2014). Further, it is
improper to raise an argument for the first time in a reply brief. Goldsmith v.
Camden Cty. Surrogate's Office, 408 N.J. Super. 376, 387 (App. Div. 2009).
                                                                            A-3377-16T2
                                        16
                   (b) it occurs substantially within the
                   authorized time and space limits;

                   (c) it is actuated, at least in part, by a
                   purpose to serve the master;

                         ....

                   (2) Conduct of a servant is not within the
                   scope of employment if it is different in
                   kind from that authorized, far beyond the
                   authorized time or space limits, or too little
                   actuated by a purpose to serve the master.

            [Ibid. (quoting Restatement (Second) of Agency § 228
            (Am. Law Inst. 1958)).]

      "When the employee's conduct . . . originated in his or her effort to fulfill

an assigned task, the act has been held to be within the scope of employment."

Davis v. Devereux Found., 209 N.J. 269, 303 (2012).                 "Conversely, an

employee's act is outside of the scope of his or her employment 'if it is different

in kind from that authorized, far beyond the authorized time or space limits, or

too little actuated by a purpose to serve the master.'" Ibid. (quoting Restatement

(Second) of Agency § 228(2) (Am. Law Inst. 1958)). Further,

            [f]or conduct to be considered "of the kind" an
            employee was employed to perform, the conduct need
            not be only that which is expressly required and
            authorized by the employer. Rather, conduct can
            satisfy the "of the kind" inquiry where it is "closely
            connected" and "fairly and reasonably incidental" to
            what the employee is employed to do.

                                                                            A-3377-16T2
                                        17
            [Allard v. Eisenhauer, 971 F. Supp. 2d 458, 466 (D.N.J.
            2013).]

                         Acts Arising Out of or in the
                     Course of Performance of Employment

      Whether a particular incident arose out of and in the course of employment

is comprised of a two-part question. Stroka v. United Airlines, 364 N.J. Super.

333, 339 (App. Div. 2003). First, there must be a time-and-place nexus between

the employment and the incident. See Coleman v. Cycle Transformer Corp.,

105 N.J. 285, 288-89 (1986). Second, there must be a causal connection between

the employment and the incident itself. Ibid.

      To demonstrate the causal connection between the employment and the

incident, "[i]t must be established that the work was at least a contributing cause

of the injury and that the risk of the occurrence was reasonably incident to the

employment." Id. at 290. "[T]he 'but for' or positional-risk test" used for this

analysis in New Jersey asks "whether it is more probably true than not that the

injury would have occurred during the time and place of employment rather than

elsewhere." Id. at 290-91 (quoting Howard v. Harwood's Restaurant Co., 25

N.J. 72, 83 (1957)). Given the circumstances at play here, for Halbert's conduct

to fall within the course of his employment, he must have caused a risk

"distinctly associated with the employment." See Valdez v. Tri-State Furniture,


                                                                           A-3377-16T2
                                       18
374 N.J. Super. 223, 236 (App. Div. 2005). "[R]isks that result from a purely

personal activity" are deemed to fall outside of the course of employment. Ibid.

                                   Good Faith

      "Good faith conduct is conduct that does not 'violate community standards

of decency, fairness or reasonableness.'" Brunswick Hills Racquet Club, Inc. v.

Route 18 Shopping Ctr. Assocs., 182 N.J. 210, 225 (2005) (quoting Wilson v.

Amerada Hess Corp., 168 N.J. 236, 245 (2001)). We have defined good faith as

"honesty of purpose and integrity of conduct without knowledge, either actual

or sufficient to demand inquiry, that the conduct is wrong." Dunlea v. Twp. of

Belleville, 349 N.J. Super. 506, 510 (App. Div. 2002). We have also found that

"[r]eckless action may deny good faith" and "'[w]illful misconduct' . . . is more

than an absence of 'good faith.'" Ibid. (quoting Marley v. Borough of Palmyra,

193 N.J. Super. 271, 294-95 (Law Div. 1983)).

                       Malicious and Willful Misconduct

      A "malicious act" is defined as "[a]n intentional, wrongful act done

willfully or intentionally against another without legal justification or excuse."

Black's Law Dictionary (10th ed. 2014).

      "Willful misconduct" is defined as "[m]isconduct committed voluntarily

and intentionally." Ibid. An act can be deemed willful misconduct "when it


                                                                          A-3377-16T2
                                       19
'involv[es] deliberate and totally outrageous behavior.'" In re Rodriguez, 423

N.J. Super. 440, 452 (App. Div. 2011) (alteration in original) (quoting Moya v.

City of New Brunswick, 90 N.J. 491, 504 n.8 (1982)). Furthermore, willful

misconduct may be demonstrated by "a showing that there has been a deliberate

act or omission with knowledge of a high degree of probability of harm and

reckless indifference to the consequences." Leang v. Jersey City Bd. of Educ.,

198 N.J. 557, 584 (2009) (quoting Berg v. Reaction Motors Div., Thiokol Chem.

Corp., 37 N.J. 396, 414 (1962)).

      Although McNally identified Halbert as a Committee member and alleged

he conspired with the public official defendants and unknown municipal

entities,6 he also alleged that Halbert conspired with private individuals and

private business entities who actually established and operated the website.

More importantly, McNally did not allege that Halbert acted within the scope of

his employment or in the course of the performance of his duties as a Committee

member. McNally alleged that Halbert was not concerned about the public good

or serving the public; rather, Halbert acted to "maliciously destroy[] McNally's

reputation in order to advance [Halbert's] own illicit purposes."



6
   Notably, McNally did not identify the Township as one of the unknown
entities.
                                                                        A-3377-16T2
                                      20
      McNally alleged acts that clearly were not within the scope of Halbert's

employment or the performance of his duties as a Committee member.

Conspiring to establish and establishing a website for the purpose of publicizing

false and defamatory statements about a Township employee is not the type of

activity that falls within the duties and responsibilities of a Committee member.

      Further, the website was established and operated outside the time and

place of Halbert's employment, and had no connection to and served no purpose

whatsoever of the Township or the Township business or interests. Halbert's

alleged conduct was not closely connected and fairly and reasonably incidental

to what he was employed to do.        Halbert's alleged motivation was purely

personal and not associated with his employment or with purpose to serve the

Township.

      In addition, McNally alleged that Halbert's conduct was intentional,

malicious, outrageous, and "beyond the bounds of human decency."            This

alleged conduct was not in the good faith performance of Halbert's duties and

responsibilities as a Committee member and it constituted malicious or willful

misconduct. For all of these reasons, the Township had no duty to defend or

indemnify Halbert or reimburse his defense costs and the undisclosed settlement

amount.


                                                                         A-3377-16T2
                                      21
                                      III.

      Halbert argues that Ordinance § 15-3(B) must be construed in his favor

and against the Township pursuant to the doctrine of contra proferentem. H e

also argues the Township must reimburse him for defense costs and the

undisclosed settlement amount based on breach of contract and estoppel. We

have considered these arguments in light of the record and applicable legal

principles and conclude they are without sufficient merit to warrant discussion

in a written opinion. R. 2:11-3(e)(1)(E).

      Affirmed.




                                                                       A-3377-16T2
                                      22
