                        NOT FOR PUBLICATION WITHOUT THE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-5664-14T3

YOAV KRILL,

        Plaintiff-Respondent,

v.

IDT CORPORATION, INC.,

        Defendant-Appellant,

and

HOWARD JONAS,

        Defendant.


              Argued March 16, 2017 – Decided July 21, 2017

              Before Judges Alvarez, Accurso and Manahan.

              On appeal from Superior Court of New Jersey,
              Law Division, Essex County, Docket No. L-2012-
              13.

              Jason C. Cyrulnik (Boies Schiller & Flexner
              LLP) of the New York Bar, admitted pro hac
              vice, argued the cause for appellant (Reed
              Smith LLP, and Mr. Cyrulnik, attorneys; Mr.
              Cyrulnik, of counsel and on the brief; Daniel
              Mateo, on the brief).

              Leonard Z. Kaufmann argued the cause for
              respondent (Cohn Lifland Pearlman Herrmann &
              Knopf LLP, attorneys; Mr. Kaufmann, on the
              brief).
PER CURIAM

     Defendant IDT Corporation, Inc.1 appeals a jury's verdict

after   a   three-day    trial   awarding   $1.5 million    in   damages    to

plaintiff Yoav Krill on his breach of contract complaint.            For the

reasons that follow, we affirm.

     At the close of Krill's case, IDT unsuccessfully moved for a

directed verdict.       In denying the motion, the judge observed that

"the ultimate determination of the facts is going to rest with

findings of credibility . . . within the purview of the jury

alone."     The jury verdict sheet, tracking the complaint, presented

the issues in readily understandable terms, to which the jury

responded definitively:

             1.   Did   Plaintiff   Yoav  Krill   and   IDT
             Corporation form a contract? YES; 8-0.
             2.   Did IDT breach the contract with Yoav
             Krill? YES; 6-2.
             3.   Did IDT breach the implied covenant of
             good faith and fair dealing? YES; 8-0.
             4.   Did Yoav Krill incur damages a result of
             the breach of the contract? YES; 8-0.
             5.   What is the amount of damages incurred
             by Yoav Krill as a result of the breach of the
             contract? $1.5 million; 6-2.

     In her statement of reasons denying defendant's motion for

judgment    notwithstanding      the   verdict   (JNOV),   the   judge   first


1
  The only count in the complaint naming defendant Howard Jonas,
the fifth count, alleged common-law fraud. That count against him
and IDT was dismissed on November 7, 2014, on partial summary
judgment.

                                       2                             A-5664-14T3
correctly stated the standard for determining such applications.

She   next   reviewed   the   testimony   developed   during   the    trial,

concluding:

                  Ultimately, the jury's verdict involved
             weighing issues of credibility on material
             facts. The jury charge was without objection
             and    included    that   consideration    and
             specificity were two necessary elements that
             they must find in order to return a verdict
             in favor of plaintiff. In sum, the court finds
             that reasonable minds could differ, and there
             were significant issues of credibility which
             were resolved by the jury in plaintiff's
             favor.

      By way of background, Krill became employed by IDT in May

1998, the same year he met Jonas, with whom he became friends.

IDT is a telecommunications company having its principal place of

business in Newark. Krill has advanced degrees in various subjects

including mathematics.        Before working for IDT, he was employed

at LL Airlines, Basic Israel Telecom, and Alcatel. Krill developed

international service for IDT, traveling frequently between Europe

and New Jersey.

      The year he first began to work for the company, Krill

assisted Jonas through an employee challenge to Jonas' management.

When IDT expanded in 1999, Krill became a senior vice president

and general director of IDT Europe.         He traveled throughout the

globe, building telecom connectivity, including the installation

of submarine cables from Europe to Israel and Egypt.                 He was

                                     3                               A-5664-14T3
instrumental in the installation of trans-Atlantic and trans-

Pacific cables for IDT.

      Krill lived in Switzerland, from where he managed IDT's

subsidiaries and global operations.                   His annual compensation in

the 2000s ranged from $150,000 to $200,000 annually, with bonuses

in one year of $1 million.           In April or May 2007, Krill advised

Jonas that he wanted to retire in 2008 upon attaining age sixty-

seven, as he would then be eligible for certain retirement benefits

in Israel.       Jonas agreed to accommodate him, and to allow him to

continue working until September 2008, when he would attain the

necessary age.         Krill's annual compensation was increased from

$150,000 to $190,000.

      In May 2008, Krill learned from Shmuel Jonas, Jonas' son,

that Krill would be terminated by the end of the month.                       Krill

immediately contacted Jonas, who agreed to allow Krill to stay on

until September.       Despite these assurances, on June 3, 2008, Krill

received    an    email     from   managing      counsel    for    IDT   Labor   and

Employment,       advising    him    that       his     separation   and    release

agreements were available.

      When Krill returned to his office from Israel, it was only

to find he was locked out and that his access card for entry into

the building no longer worked.            Jonas' son advised that he would

not   be   paid   if   he    did   not   sign    the     release   and   separation

                                         4                                  A-5664-14T3
agreement.    As a result, Krill retained counsel, Bruce Johnson,

Esquire, who wrote to IDT's Labor and Employment attorney, advising

that he had been retained to represent Krill.             On June 9, 2008,

Krill contacted James Courter, the IDT Chief Executive Officer

(CEO), and protested his termination.            On June 12, 2008, Jonas

contacted Krill and advised that the termination had been an error,

and agreed his employment could continue until September 2008.

      On June 26, 2008, Johnson wrote to IDT seeking to enter into

a written agreement for a $3.5 million severance package, asserting

that Krill had been fired based on his age and nationality, and

treated unlike similarly situated managers who upon separation

received   substantial    severance       pay.   The   letter   specifically

referred to Krill's intent to file suit in the event no agreement

could be reached.

      The following day, Jonas called Krill and on July 2, the men

met at a restaurant.     During the meeting, Jonas explained that the

company was encountering some financial difficulties.            They agreed

to meet to engage in further discussions, ultimately rescheduling

to July 10.

      When Krill met with Jonas, he demanded $3.5 million based on

his   knowledge   of   other   IDT   employees   who   received   severance

packages upon the conclusion of their service to the company.             For



                                      5                              A-5664-14T3
example, Krill mentioned his own assistant, who received a $2.5

million severance payment.

     Krill and Jonas met again on July 30, 2008, at which point

according to Krill the men agreed he should be paid $2.5 million.

Because IDT was experiencing financial difficulties, Jonas said

the money could not be paid immediately.

     Krill testified that Jonas agreed to pay $250,000 in salary

for four years, and two additional payments of $800,000 and

$700,000.   In return, Krill agreed to be available for additional

work for IDT as necessary over the next four years, and that he

would forego suing the company because the parties had arrived at

an agreement.   On cross-examination, Krill appeared to contradict

himself and stated that he did not agree to release any "hostile

claim" he may have had.

     During his July 30, 2008 meeting with Jonas, Krill called his

attorney on speakerphone, and reviewed the terms of the agreement

the two men had reached.   Jonas, according to Johnson's testimony,

confirmed the financial terms, and said that Johnson and Ira

Greenstein, a lawyer who represented that he was the president of

IDT, would finalize the terms.    Krill later advised Courter, who

was present for part of the meeting, that a deal had been struck.

     Krill's salary and work privileges were reinstated in August

2008.   In August and September, Krill, Johnson, and Greenstein met

                                 6                          A-5664-14T3
regarding the agreement.            Greenstein advised it was his job to

arrange for the $1.5 million additional payments, and that Dov

Schwell, an IDT attorney, would arrange for the four annual

$250,000 payments.        At one of these meetings, Greenstein said that

the $1.5 million would be financed through an affiliate company.

At trial, Krill testified that Greenstein never questioned the

$2.5 million figure.         Greenstein did not testify.

       On September 24, 2008, Jonas called Krill to confirm the

agreement, but mentioned that there were difficulties in obtaining

the money.      He offered to immediately pay $625,000 and cut the

lawyers out of the deal.           Krill refused.

       In the summer of 2009, Krill and Courter met at the Newark

Club. Krill testified that Courter confirmed that Jonas had agreed

to the settlement.

       Throughout the four years he was paid $250,000 annually by

IDT,   Krill    was   the   chairman    of    a   business    known   as   Suspect

Detection      Systems,     from    which    enterprise      he   received     stock

options.     IDT was aware of his involvement and did not object.

IDT never paid Krill the $1.5 million in additional payments.

       During his four years of receiving the $250,000 payments,

Krill assisted in a lawsuit involving Tyco.               He may have also been

involved in a deposition in a case against Telligent, but could

not recall the date.               Krill said that neither he nor Jonas

                                         7                                   A-5664-14T3
discussed a release, non-compete, or non-disparagement agreement.

No more specific discussion regarding the work that Krill would

perform was ever conducted.

     Krill, at least, did not consider that unusual.     He had never

had a written agreement with Jonas regarding his employment.      When

shown a copy of a proposed 1998 employment agreement bearing his

signature, Krill identified the document at trial as merely a

proposal presented by his own attorney when he first began to work

for IDT.   It was never signed by the company.   Krill said that the

chief operating officer of the company told him that IDT did not

enter into written agreements for executives.

     On cross-examination, Krill was asked about the failure of

the parties to have entered into a written agreement, and whether

that was the result of the absence of any "meeting of the minds

between [he] and IDT[.]"   Krill responded, "correct."

     Johnson's   account   corroborated   Krill's   testimony.       He

recalled that during the July 30 phone call, Jonas confirmed that

IDT would pay Krill $250,000 per year for four years, would also

pay $800,000 immediately, and $700,000 at a later date.      Johnson

could not remember the date that was discussed.     When he said that

some form of security would be necessary to guarantee the payments,

Jonas agreed.



                                 8                            A-5664-14T3
      Johnson    also     recalled       meeting        twice     with        Krill    and

Greenstein, and discussing how the money would be obtained to pay

Krill.     Greenstein stated that Schwell would be processing the

$250,000    annual   payments,     and     that     Krill     would      be    providing

additional    services     for    that     compensation.            The       additional

services    would    include     working     on    a    dispute     involving         Tyco,

remaining chairman of the board of IDT Europe, assisting IDT in

negotiations with the IRS involving the sale of NotetoPhone, and

facilitating an opportunity for IDT to invest in Suspect Detection

Systems, Ltd., in which Krill had been heavily involved.

      Johnson recalled Greenstein saying that he was personally

attempting to obtain the remaining $1.5 million, which Johnson

understood would be paid in an initial, secured $800,000 payment

within sixty days, possibly coming from another corporate entity,

while the remaining $700,000 would also be secured, but paid in

yearly increments.       After the meeting, Johnson received an email

from Greenstein to the effect that he should be able to deliver

as discussed within a sixty-day timetable.

      Johnson also testified that Schwell was not aware of the

$800,000 and $700,000 payments, and was involved only in drafting

an employment agreement.          The document Schwell prepared included

the   $250,000   annual    compensation           but   not   the    remaining         $1.5

million.     Johnson marked up the employment agreement and sent an

                                         9                                       A-5664-14T3
email    to   Greenstein,       suggesting   that    perhaps   some    discussion

should be had with Schwell because Schwell was unaware of the

terms that Krill and Jonas had reached.

      Johnson's proposed changes to the Schwell agreement revised

the scope of Krill's employment.              Johnson's changes were: that

Krill was not required to work in Newark nor required to devote

his     efforts    to     the    company     full-time,    increased        Krill's

compensation in the fourth year from $175,000 to $250,000, removed

a provision which would have nullified prior bonuses, removed a

"release" provision, added an indemnification clause for Krill's

benefit, amended the terms regarding termination to ensure that

Krill would be paid the $1 million annual installments he had been

promised, and modified the merger clause to allow the parties to

enter    into     other    agreements      because    there    might   be     other

understandings that the parties would reach related to Krill's

employment.

      Johnson sent the marked-up document to Schwell, but never

received any communication that the changes were unacceptable or

negotiations broken off.          No written agreement was ever reached.

      In the email to Greenstein, Johnson had also sought an update

on    the     $1.5 million      additional     payments.       Greenstein        had

reaffirmed that he was responsible for funding those payments.



                                        10                                  A-5664-14T3
     Johnson met again with Greenstein and Krill on September 2,

2008, to discuss securing the $1.5 million payments.                Greenstein

confirmed IDT was still committed to the same terms that Jonas had

confirmed to Johnson on July 30, 2008.             They discussed including

language     in   the   employment     agreement    Schwell   was     drafting

regarding Krill's entitlement to additional bonus payments, and

discussed drafting a side letter or a side agreement in which

plaintiff agreed to waive any age-related claims against IDT.

Greenstein    asked     for   wiring    instructions    for   the    $800,000

installment because another company other than IDT would be making

the payment and did not have that information.

     Johnson and Greenstein subsequently communicated regarding

the security for the $1.5 million payment.             No one ever advised

Johnson that IDT was not going to complete the transaction, nor

did anyone from IDT ever advise him that the company had not

entered into an agreement to pay Krill a total of $2.5 million.

Johnson was adamant that he was attempting to memorialize an

agreement that had been already reached between Krill and Jonas.

     Although Greenstein did not testify, Schwell did.                 At the

time of these negotiations, he had been employed as in-house

counsel for IDT.        His testimony was that the reason no written

agreement was entered into was that key terms were not agreed

upon, including minimum performance standards, IDT's right to

                                       11                              A-5664-14T3
termination, releases, indemnities requested by Krill, and the

insertion of a merger clause.    He also stated that he was only

responsible for the $250,000 a year payments, and that he had no

knowledge of the additional $1.5 million settlement.     He never

specifically broke off negotiations because the parties could not

agree on terms.    He acknowledged that despite the absence of a

written agreement, Krill was paid $250,000 a year for each of four

years.

     Courter, although he was not present during the meetings

between Krill and Jonas, confirmed he met with Krill at the Newark

Club.    Contrary to Krill's testimony, he said that he told Krill

there was no agreement.

     Courter was the only witness who testified it was standard

practice for the company to enter into written agreements with

high-level employees, a fact disputed by the other witnesses,

including those testifying for IDT.

     Jonas testified that he had agreed to pay Krill half of his

salary and keep him on part-time for four years until he reached

retirement age in Israel.     His son mistakenly fired Krill four

months before he became eligible.     Although Jonas acknowledged

receiving a letter from Krill's attorney demanding $3.5 million,

he thought the amount was ridiculous considering that Krill had

already received close to $800,000 for the last four years.

                                12                         A-5664-14T3
Furthermore, Jonas claimed that he agreed to keep Krill on IDT's

payroll for four more years with an annual salary increase to

$250,000, if he was able to do so, only because Krill had been

diagnosed with thyroid cancer, and his wife had health issues as

well.   He denied the payments were made pursuant to an agreement.

     In deposition, however, Jonas had confirmed that IDT agreed

to pay Krill in exchange for his availability and his decision not

to sue the company for wrongful termination.         He also acknowledged

that even though Krill had agreed to remain available, there were

no specific responsibilities he was expected to fulfil during this

period of time.

     Jonas   denied    agreeing    to     pay     Krill   the    additional

$1.5 million in severance. He acknowledged having a meeting during

the course of which Johnson was on the phone, however, he said

that the conversation was like "watching a movie" because he never

agreed to anything.    He denied being put on speakerphone, denied

confirming   a   $2.5 million   payment    with    Johnson,     denied   ever

speaking with Johnson, and insisted he did not even know what his

voice sounded like.    Jonas further testified that Greenstein held

a ceremonial title as president of IDT, but did not have the

authority to commit to payments on behalf of IDT.

     Now on appeal, IDT raises the following points for our

consideration:

                                  13                                 A-5664-14T3
            I.     JNOV Dismissing Krill's Claim Should Be
                   Granted Because The Undisputed Evidence
                   Showed That The Parties Never Reached
                   Agreement On A Release From Krill To IDT
                   – A Term That Krill Himself Alleged To
                   Be Material.

            II.    The Parties' Undisputed Failure To Reach
                   Agreement On The Terms Of Krill's
                   Purported Employment Warrants JNOV In
                   IDT's Favor, Or, At A Minimum, A New
                   Trial.

            III. At A Minimum, IDT Is Entitled To A New
                 Trial Because The Evidence Shows That The
                 Parties Did Not Intend To Be Bound By
                 Their July 30 Meeting.

                                     I.

     A   motion     for   a    judgment   notwithstanding    the   verdict

under Rule 4:40-2 must be denied if the evidence, together with

legitimate        inferences     therefrom,     could       sustain        the

judgment.    Riley v. Keenan, 406 N.J. Super. 281, 298 (App. Div.)

(citing Lanzet v. Greenberg, 126 N.J. 168, 174 (1991)), certif.

denied, 200 N.J. 207 (2009).          We do not weigh the evidence.

Polyard v. Terry, 160 N.J. Super. 497, 505-06 (App. Div. 1978),

aff'd o.b., 79 N.J. 547 (1979).           Rather, we accept as true all

evidence which supports the position of the party defending against

the motion and accord the defending party the benefit of all

inferences which can reasonably and legitimately be drawn.                   If

reasonable minds can differ, the motion must be denied.        Filgueiras

v. Newark Pub. Sch., 426 N.J. Super. 449, 456 (App. Div.) (quoting

                                    14                                A-5664-14T3
Verdicchio v. Ricca, 179 N.J. 1, 30 (2004)), certif. denied, 212

N.J. 460 (2012).

     This court's review of an order denying a new trial motion

is limited to consideration of whether it clearly results in a

miscarriage     of   justice   under   the     law.   R. 2:10-1; Dolson      v.

Anastasia, 55 N.J. 2, 5-7 (1969).             Due deference is given to the

trial court's "feel of the case."           Jastram v. Kruse, 197 N.J. 216,

230 (2008) (citation omitted).          Evidence is viewed in the light

most favorable to the party opposing the motion, Caldwell v.

Haynes, 136 N.J. 422, 432 (1994), and we do not substitute our

judgment for that of the jury, granting the motion "only where to

do otherwise would result in a miscarriage of justice shocking to

the conscience of the court."               Risko v. Thompson Muller Auto.

Grp.,   Inc.,    206   N.J.    506,    521     (2011) (quoting Kulbacki      v.

Sobchinsky, 38 N.J. 435, 456 (1962)).

     A "miscarriage of justice" has been described as a "pervading

sense of "wrongness" needed to justify [an] appellate or trial

judge undoing of a jury verdict . . . [which] can arise . . . from

manifest lack of inherently credible evidence to support the

finding,   obvious     overlooking      or     under-valuation   of   crucial

evidence, [or] a clearly unjust result. "             Lindenmuth v. Holden,

296 N.J. Super. 42, 48 (App. Div. 1996) (alterations in original)



                                       15                             A-5664-14T3
(quoting Baxter v. Fairmont Food Co., 74 N.J. 588, 599 (1977)),

certif. denied, 149 N.J. 34 (1997).

                                     II.

       An oral contract requires a meeting of the minds, offer and

acceptance, consideration, and sufficiently defined terms.                   See

Weichert Co. Realtors v. Ryan, 128 N.J. 427, 435 (1992).                       An

alleged contract is unenforceable if the parties do not agree on

an essential term or if the essential term is not described with

sufficient specificity to allow the performance of the parties to

"be ascertained with reasonable certainty."              Ibid.   Vagueness is

only fatal where "the contract [is] so vague or indefinite that

it [can]not realistically be enforced."             Satellite Entm't Ctr.,

Inc. v. Keaton, 347 N.J. Super. 268, 277 (App. Div. 2002); see

Weichert, supra, 128 N.J. at 435 (failure to include essential

terms prevents recognition of parties' obligations); West Caldwell

v. Caldwell, 26 N.J. 9, 24-25 (1958) (intent of parties could not

be determined from vague terms).

       "The mere anticipation of a written memorialization of an

oral   agreement   does   not   as   a    matter   of   law   vitiate   an oral

contract if    the elements of       a contract are       contained     in   the

oral agreement."     McBarron v. Kipling Woods, L.L.C., 365 N.J.

Super. 114, 116 (App. Div. 2004).          Parties may contract orally and

be bound by that agreement, but the plaintiff must show that the

                                     16                                 A-5664-14T3
parties agreed upon all of the terms and if so, whether they

intended an obligation to arise only on the execution of a formal

writing.    Trs. of First Presbyterian Church in Newark v. Howard

Co.-Jewelers, 22 N.J. Super. 494, 502 (App. Div. 1952), aff'd 12

N.J. 410 (1953); see also McBarron, supra, 365 N.J. Super. at 116-

17. Whether an oral agreement was intended not to bind the parties

until a written contract was executed is a matter of intent

determined in large part by a credibility evaluation of witnesses.

McBarron, supra, 365 N.J. Super. at 117.

     Forbearance   from    legal    action    is   well    recognized      as   a

detriment     sufficient     to      support       a      contract,        i.e.,

consideration.   Onorato Constr., Inc. v. Eastman Constr. Co., 312

N.J. Super. 565, 571 (App. Div. 1998).             Even where it is not

directly stated as consideration, it may exist by implication.

Ibid. (citation omitted).

                                    III.

     The jury, based no doubt on its conclusions regarding the

credibility of the witnesses, found Krill and IDT entered into an

enforceable   agreement.     Krill's       testimony,     if   believed,   when

joined with other circumstances in the case, easily supports a

judgment in Krill's favor.        We accept this evidence as true, and

give him the benefit of inferences which can be reasonably and



                                    17                                A-5664-14T3
legitimately drawn therefrom.   Filqueiras, supra, 426 N.J. Super.

at 456.

     In support of its position, IDT focuses on Krill's statement

on cross-examination that he had not agreed to release defendant

from any hostile claims during the July 30, 2008 meeting. That,

however, was not his statement on direct.     Krill was apparently

believed in his direct testimony, and the jury disregarded his

one-word response to a leading question on cross-examination.        At

the time of the trial, Krill was in his seventies, and had

struggled with his health.   Whether for this or other reasons, the

jury chose to disregard his one-word answer in cross-examination.

     In our view, reasonable minds can differ as to whether

forbearance from suit was an expressly agreed upon term.        Thus,

the JNOV should not have been granted.     See ibid.    Furthermore,

the jury knew that in the years since the agreement was reached,

Krill did not file any other lawsuit against IDT.      That the issue

of Krill's forbearance from filing a discrimination suit was not

clearly spelled out as a term did not invalidate the agreement

overall.

     In Satellite Entertainment Center, Inc., supra, 347 N.J.

Super. at 270, 276, this court upheld a jury verdict for the

defendant on his counterclaim, finding that a contract for the

sale of his business to the plaintiff was sufficiently specific.

                                18                            A-5664-14T3
There, the defendant leased restaurant space from the plaintiff,

and the plaintiff allegedly promised to pay the defendant $175,000

for his business if he vacated by the end of 1995 because he had

other plans for the space.    Id. at 272-73.     The defendant complied

but the plaintiff did not pay.            Id. at 273.    On appeal, the

plaintiff argued, inter alia, that a contract for the sale of the

business should have been invalidated for lack of specificity

concerning the terms.    Id. at 276.

       We found the basic terms were clear, including the firm price

of $175,000, and the description of the defendant's business assets

being   purchased,   which   would    have   included   tangible   assets,

inventory and good will.     Id. at 276.      The fact that the parties

did not itemize the inventory to be turned over was immaterial,

particularly in light of the fact that the plaintiff was most

interested in the defendant vacating the property before a certain

date.    Ibid.   The court found ample evidence in the record to

support the verdict, and found that the trial turned almost

entirely on credibility issues.           Satellite Entm't Ctr., Inc.,

supra, 347 N.J. Super. at 270.

       In like manner, here there was sufficient evidence for the

jury to conclude that Krill and Jonas agreed Krill would not sue

IDT.    Although the scope of the release was not specifically

explained, IDT was certainly aware and the jury knew that Johnson

                                     19                            A-5664-14T3
had sent a letter on June 26, 2008, referring to potential claims

by Krill against IDT.   The letter also mentioned IDT's failure to

pay Krill a severance package similar to those paid to others when

they separated from the company.

     The testimony and the record established sufficient evidence

of a mutual understanding regarding Krill's severance, including

that he would not sue IDT if he were paid a settlement.         And

certainly, IDT could not deny that it paid Krill $250,000 per year

for four years.   The reasonable inference to be drawn from this

testimony is that the agreement existed, and that it included

Krill's forbearance.

     IDT also argues the parties did not reach agreement over

IDT's attempt to define the scope of the release, that they

continued to negotiate the release term, and ultimately never

agreed upon a final version of the document exchanged by Johnson

and IDT.   Defendant cites to an August 26, 2008 proposed written

agreement from IDT to Krill which included release provisions that

were outright rejected by Krill.      That Johnson sent a draft

agreement to Schwell that did not include a release provision is

immaterial, assuming that the parties were bound by their earlier

oral agreement, a finding the jury reached.

     Johnson, in unqualified testimony, stated that Krill entered

into an agreement, the essential terms of which were reached by

                                20                         A-5664-14T3
July 30, 2008, and that his subsequent discussions with Schwell

and Greenstein were efforts to attempt to memorialize the agreement

in writing.         Since Greenstein did not testify, that testimony

stood unrefuted.       The jury resolved any question regarding whether

an enforceable oral agreement existed as of July 30, 2008, in

favor of Krill.

     The     jury    knew   that   IDT    paid       Krill    $1 million      of    the

$2.5 million owed even though Johnson and Schwell were unable to

convert the oral agreement into a signed, written contract.                        Krill

acknowledged that the lawyers would finalize the terms during his

July 30 meeting with Jonas.        The jury, however, was free to credit

other portions of Krill's testimony, in addition to Johnson's.                       At

the same time, the jury likely found Courter and Jonas not credible

based   on   their     testimony   that       was    contradicted       by   evidence

presented by Krill.         Courter's statement that the company enters

into written agreements with executives was contradicted by both

Krill and Jonas.         Jonas' testimony contradicted Johnson's and

Krill's testimony on the subject of whether Jonas spoke with

Johnson    and   confirmed    to   him    the       terms    of   the   $2.5 million

settlement.

     Thus, when drawing all inferences in favor of plaintiff,

there is sufficient evidence for the jury to have found that Krill

and Jonas orally agreed on the terms of the release and were not

                                         21                                   A-5664-14T3
further negotiating those terms.     Defendant was properly denied a

new trial and JNOV.

                               IV.

     Defendant also contends that no contract was reached between

the parties because they did not agree on the scope of Krill's

employment, and IDT is entitled either to JNOV or a new trial.

Jonas made clear through his deposition testimony that, as part

of the agreement, Krill would be available "for any help we might

need that he was in a position to provide."           Jonas further

acknowledged in his direct testimony at trial that it "was sort

of understood that he would you know report personally to me, and

if there was something you know that he had a special talent that

he could do or something like I found for him, I – I would – I

would have him do that, but there – there wasn't." Krill testified

in a similar manner, that he would be "available for the company

for the next four years, whatever they need from me."      The jury

was free to credit Krill's testimony and Jonas' testimony on this

term, while discrediting Jonas' argument that he never reached an

agreement with Krill.   After all, Krill was paid $1 million by

defendant over four years without a written agreement specifying

what "being available" specifically meant.

     Certainly "available for the company" is vague.    But IDT did

not present any complaints regarding Krill's failure to perform,

                               22                            A-5664-14T3
in fact, IDT continued to pay Krill the $250,000 per year for four

years.      There was no dispute regarding the specificity of the term

until this lawsuit was filed.          Accordingly, not only was there

sufficient evidence for the jury to find for Krill, no miscarriage

of justice occurred which warranted a new trial.

                                      V.

      Lastly, IDT contends that it is entitled to a new trial

because the evidence established that the parties did not intend

to be bound by their July 30 meeting.             IDT further asserts that

the parties only intended to continue to negotiate and enter into

a written contract, and that if that final step was not taken, it

was because of a material disagreement in terms.

      As previously noted, parties may contract orally and be bound

by   such    an   oral   agreement,   so   long   as   the   parties   seeking

enforcement can demonstrate all essential terms were agreed upon,

and that it was not understood that any obligation would arise

only on the execution of a formal writing.               See Trs. of First

Presbyterian Church in Newark, supra, 22 N.J. Super. at 502; see

also McBarron, supra, 365 N.J. Super. at 117.

      In McBarron, supra, 365 N.J. Super. at 115-16, we reversed

the trial court's grant of summary judgment in favor of a seller

who withdrew from an agreement, finding that an issue of material

fact was raised concerning whether the seller intended to be bound

                                      23                               A-5664-14T3
by an oral contract of sale for real estate.                    In McBarron, the

buyers, a husband and wife, brought an action to enforce an oral

contract to purchase a lot on which they intended to build a

home.      Id. at 115, 118.     The buyers claimed an oral agreement to

purchase the property for $185,000 was formed during telephone

conversations with Barry Jost, who was representing the seller-

defendant.      Id. at 118.          The telephone conversations were the

culmination of a long course of negotiations.                  Id. at 117.        Jost

called the husband and told him that the purchase price of the lot

was $185,000, which the husband accepted.               He then asked if the

transaction      was     a   "done      deal,"    to   which       Jost      replied,

"definitely."     Id. at 118.         Jost told the husband that he and his

wife were "like family" and that the seller's attorney would "draw

up"   an    agreement.       Ibid.     Before    the   end    of     the    telephone

conversation, Jost assured him that "the deal was done."                    McBarron,

supra, 365 N.J. Super. at 118.            Four days later, Jost called the

husband and advised him that a builder-friend had offered $190,000

for the lot, but did not attempt to renege, acknowledging that

they "had a deal" and Jost would "honor it."                   Ibid.       Jost added

that he had explained to his friend that the husband and wife were

the "contractual owners" of the property.                    Ibid.     The husband

tape-recorded     the    conversation,        during   which    Jost       repeatedly

confirmed that they had a deal.           Id. at 118-19.       Jost later called

                                         24                                   A-5664-14T3
the husband "to renege on the agreement" because he had received

a significantly higher offer by a corporate entity.           Id. at

118.   The buyers filed an action to enforce the agreement.    Id. at

115, 119.

       We   said   that "the   mere   anticipation   of   a   written

memorialization of an oral agreement," provided that all the

elements of a contract are present, "does not as a matter of law

vitiate an oral contract."     McBarron, supra, 365 N.J. Super. at

116.    The buyers' proofs, if credited by a trier of fact, would

support by clear and convincing evidence a finding that the parties

had entered into an oral contract for the sale of the lot.     Id. at

119.

       The controlling question in this litigation was whether Krill

and Jonas entered into a binding oral contract on July 30, 2008,

or whether they expected and intended not to be bound by the terms

of their discussion unless and until a written agreement was

drafted.    In fact, the jury was instructed that there must have

been "a meeting of the minds" in order to bind the parties.        The

jury weighed the evidence, and found for Krill on the issue.

       As the judge acknowledged in rendering her decision both on

the motions for directed verdict, JNOV, and a new trial, the jury

reached its decision based on credibility.      It is apparent from

their decision that the jurors believed Krill and his attorney

                                 25                           A-5664-14T3
Johnson.     Jonas' credibility may have been diminished in light of

the email from Greenstein to Johnson confirming that IDT was

responsible for a $1.5 million payment to Krill, in addition to

the   four   $250,000   a   year   payments   he   would   receive.     These

circumstances supported Krill and his attorney's testimony, and

seriously undercut that of IDT's representatives.

       Thus, no manifest injustice resulted from the jury's verdict.

To    the   contrary,   substantial    evidence    demonstrated   that     IDT

intended to pay Krill $2.5 million and may have done so sooner,

had it not been negatively impacted by the 2008 financial crisis.

Accordingly, IDT has failed to meet the standard for a new trial,

and the judge's decision was therefore proper.

       Affirmed.




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