                                NOT FOR PUBLICATION WITHOUT THE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-0767-17T1

ALICIA GARCIA,

           Plaintiff-Appellant,

v.

BRISTLECONE LENDING, LLC,
f/k/a BRISTLECONE FINANCING, LLC,
and BRISTLECONE HOLDINGS, LLC,

           Defendants,

and

DUSTY WUNDERLICH,

     Defendant-Respondent.
______________________________________

                    Submitted October 3, 2018 – Decided October 15, 2018

                    Before Judges Reisner and Mawla.

                    On appeal from Superior Court of New Jersey, Law
                    Division, Mercer County, Docket No. L-0588-17.

                    The Wolf Law Firm, LLC, and Kim Law Firm, LLC,
                    attorneys for appellant (Henry P. Wolfe and Yongmoon
                    Kim, on the briefs).
            Tanenbaum Keale, LLP, attorneys for respondent
            (Thomas D. Robertson and Timothy Freeman, on the
            brief).

PER CURIAM

      Plaintiff Alicia Garcia appeals from a September 15, 2017 order

dismissing with prejudice her complaint asserting Consumer Fraud Act (CFA),

Truth-in-Consumer Contract, Warranty and Notice Act (TCCWNA), and veil

piercing claims against defendant Dusty Wunderlich for failure to state a claim. 1

We reverse and remand to enable Garcia to take limited discovery on the issue

of personal jurisdiction.

      The following facts are taken from the record. In February 2015, Garcia

entered into a lease-to-own contract with defendant Bristlecone Financing, LLC

for home furniture at a Signature Furniture store in New Jersey. Pursuant to the

contract, Garcia was to pay the $1,000 purchase price in seventeen monthly

payments of $110.12, not including an additional payment of $110.12 at the time

of sale and $100.00 in fees. In total, Garcia would have to pay $2,082.16, or

approximately 125% more than the original purchase price.




1
 The CFA is codified at N.J.S.A. 56:8-1 to -20 and the TCCWNA is codified at
N.J.S.A. 56:12-14 to -18.
                                                                           A-0767-17T1
                                        2
      The contract was computer-generated on Bristlecone letterhead, and

included Wunderlich's signature on behalf of the lessor, Bristlecone Financing,

LLC. Wunderlich, a Nevada resident, was the CEO of Bristlecone. Bristlecone

Lending, LLC was registered to do business in New Jersey. It listed Bristlecone

Holdings as the sole managing member. Wunderlich was the sole member of

Alethia Holdings, LLC, which owned a majority of Bristlecone Holdings.

      Garcia filed a complaint against Bristlecone and Wunderlich in March

2017, alleging the contract she signed with Bristlecone violated New Jersey's

criminal usury statute, which prohibits interest in excess of thirty percent.

Garcia alleged the contract interest rate was a violation of the CFA, and sought

statutory damages for herself and a class of other New Jersey consumers under

the TCCWNA. Shortly after Garcia filed her complaint, Wunderlich resigned

as CEO, and Bristlecone was dissolved in a bankruptcy proceeding.

      Wunderlich filed a motion to dismiss Garcia's complaint against him for

lack of personal jurisdiction and failure to state a claim. He certified he had

never traveled to or personally engaged in business in New Jersey, except to fly

into Newark-Liberty International Airport on his way to New York.

      The motion judge dismissed the complaint without prejudice for lack of

personal jurisdiction. The judge concluded Wunderlich had not "demonstrated


                                                                         A-0767-17T1
                                       3
any purposeful availment of the forum . . . [and] had no individual privity to the

agreements." The judge concluded Garcia had "not pleaded sufficient facts to

pierce the corporate veil" through either the CFA or the TCCWNA.

      Garcia filed an amended complaint asserting Wunderlich personally

devised criminally usurious schemes to lease pets, furniture, and other goods.

The amended complaint alleged Wunderlich created a series of corporations,

which he controlled, through which he personally directed the unconscionable

conduct, including Bristlecone's furniture contracts in New Jersey.

      Wunderlich filed a motion to dismiss Garcia's complaint with prejudice.

The judge granted the motion, and in an oral opinion concluded the court did

not have personal jurisdiction because Wunderlich's "only minimum contacts

appear [to be] his electronic signature on the subject contract which was on

behalf of Bristlecone Financing, LLC."       The judge found Garcia had not

"demonstrated that . . . Wunderlich . . . personally had any purposeful availment

to the [forum] and [Garcia] ha[d] not set forth any evidence that . . . Wunderlich

has ever transacted any business in New Jersey in his individual capacity." The

judge concluded the contracts at issue in Garcia's complaint were "between

consumers and Bristlecone . . . [and] Wunderlich was not an individual party to

those contracts." The motion judge also noted Garcia had not "alleged any


                                                                           A-0767-17T1
                                        4
particularized fact" under the CFA and TCCWNA to warrant "piercing the

corporate veil . . . at this time." This appeal followed.

      Appellate review of a trial court's ruling on a motion to dismiss is de novo.

Watson v. Dep't of Treasury, 453 N.J. Super. 42, 47 (App. Div. 2017). "A

complaint should be dismissed for failure to state a claim pursuant to Rule 4:6-

2(e) only if 'the factual allegations are palpably insufficient to support a claim

upon which relief can be granted.'" Frederick v. Smith, 416 N.J. Super. 594,

597 (App. Div. 2010) (quoting Rieder v. State Dep't of Transp., 221 N.J. Super.

547, 552 (App. Div. 1987)). "This standard requires that 'the pleading be

searched in depth and with liberality to determine whether a cause of action can

be gleaned even from an obscure statement.'" Ibid. (quoting Seidenberg v.

Summit Bank, 348 N.J. Super. 243, 250 (App. Div. 2007)). Personal jurisdiction

is a question of law, which we also review de novo. Mastondrea v. Occidental

Hotels Mgmt. SA, 391 N.J. Super. 261, 268 (App. Div. 2007).

      On appeal, Garcia argues the judge erred when she found a lack of

personal jurisdiction, because Wunderlich's signature appeared on the contract

Garcia signed, proving Wunderlich availed himself of doing business in New

Jersey.   Garcia asserts she was entitled to jurisdictional discovery of

Wunderlich's contacts and role in the company before the court dismissed her


                                                                            A-0767-17T1
                                         5
complaint. She argues the dismissal should have been without prejudice. Garcia

also argues the motion judge did not interpret the CFA and TCCWNA claims

broadly, and ignored her corporate veil piercing arguments.

      "[D]ue process requires only . . . certain minimum contacts with [the

forum state] such that the maintenance of the suit does not offend 'traditional

notions of fair play and substantial justice.'" Int'l Shoe Co. v. Washington, 326

U.S. 310, 316 (1945) (citing Milliken v. Meyer, 311 U.S. 457, 463 (1940)). A

plaintiff "must demonstrate that the [out-of-state defendant] had minimum

contacts with New Jersey, defined as purposeful acts . . . directed toward this

State, that make it reasonable for the [defendant] to anticipate being haled into

court here." Mastondrea, 391 N.J. Super. at 268.

      A plaintiff "must also demonstrate that those minimum contacts gave rise

to the injury claimed by her." Ibid. (citing Giangola v. Walt Disney World Co.,

753 F. Supp. 148, 155 (D.N.J. 1990)). A plaintiff must prove the defendant had

purposefully availed "itself of the privilege of conducting activities within the

forum state, thus invoking the benefits and protections of its laws." Hanson v.

Denckla, 357 U.S. 235, 253 (1958) (citing Int'l Shoe Co., 326 U.S. at 319).

Therefore, a forum state may have jurisdiction over a defendant "that delivers

its products into the stream of commerce with the expectation that they will be


                                                                          A-0767-17T1
                                        6
purchased by consumers in the forum State." World-Wide Volkswagen Corp.

v. Woodson, 444 U.S. 286, 297-98 (1980) (comparing Gray v. Am. Radiator &

Standard Sanitary Corp., 22 Ill. 2d 432 (1961)). Although the mere "existence

of a contractual relationship alone is not enough to sustain jurisdiction ," a

defendant who enters into a relationship and "reasonably . . . contemplated

'significant activities or effects' in the forum state" will be subject to personal

jurisdiction. Bayway Ref. Co. v. State Util., Inc., 333 N.J. Super. 420, 431 (App.

Div. 2000) (quoting Corporate Dev. Specialists, Inc. v. Warren-Teed Pharm.,

Inc., 102 N.J. Super. 143, 155 (App. Div. 1968)).

      We have stated:

            "When a defendant asserts lack of personal jurisdiction,
            'the plaintiff bears the burden of demonstrating that the
            defendant's contacts with the forum state are sufficient
            to confer personal jurisdiction on the court.'" Jacobs v.
            Walt Disney World, 309 N.J. Super. 443, 454 (App.
            Div. 1998) (quoting Giangola v. Walt Disney World
            Co., 753 F. Supp. 148, 154 (D.N.J. 1990)). As we noted
            in Jacobs, "[i]n the early stages of a proceeding 'where
            the factual record consists of only pleadings and
            affidavits, plaintiff's burden is satisfied by establishing
            a prima facie case of jurisdiction.'" Jacobs, 309 N.J.
            Super. at 454 (quoting Cresswell v. Walt Disney Prod.,
            677 F. Supp. 284, 286 (M.D. Pa. 1987)). While
            determination of the issue may be made upon affidavits,
            our Court Rules specifically allow for oral testimony,
            depositions and cross-examination when affidavits do
            not suffice. R. 1:6-6; see also Jacobs, 309 N.J. Super.
            at 454. In short, further discovery is permitted and may

                                                                            A-0767-17T1
                                        7
            be necessary to resolve the jurisdictional issues. Id. at
            462; see also Makopoulos v. Walt Disney World, Inc.,
            221 N.J. Super. 513, 518 (App. Div. 1987) (remand for
            further discovery required to determine whether
            solicitation provided basis for personal jurisdiction)[.]

            [Maine v. SeKap, SA Greek Co.-op. Cigarette Mfg.,
            SA, 392 N.J. Super. 227, 243 (App. Div. 2007).]

      The motion judge did not make findings regarding Garcia's request for

jurisdictional discovery. Pursuant to our de novo review of the record , we are

satisfied Garcia's amended complaint and its attachments sufficiently pled

allegations regarding minimum contacts that the judge should have permitted

limited jurisdictional discovery.    As we noted, Garcia's complaint alleged

Wunderlich personally devised the usurious leasing schemes, and then created

corporate entities, which he used to direct his allegedly unconscionable conduct

at consumers in New Jersey.       The alleged criminally usurious transactions

occurred by way of contracts bearing Wunderlich's signature, executed in New

Jersey stores, by retailers who acted as Bristlecone's agents.

      Although Wunderlich's certification in support of his motion to dismiss

denied such a plan existed, Garcia had no way to refute his claims without

discovery. The necessity of jurisdictional discovery was underscored when

defense counsel suggested at oral argument before the motion judge that Garcia

could depose Wunderlich in Nevada, and then re-file the complaint in New

                                                                         A-0767-17T1
                                        8
Jersey. However, Garcia would not be able to take such discovery as her

complaint had been dismissed. For these reasons, we reverse and remand to the

motion judge to permit limited discovery on the issue of personal jurisdiction.

      Reversed and remanded. We do not retain jurisdiction.




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