                    NOT FOR PUBLICATION WITHOUT THE
                   APPROVAL OF THE APPELLATE DIVISION

                                      SUPERIOR COURT OF NEW JERSEY
                                      APPELLATE DIVISION
                                      DOCKET NO. A-2475-12T4
                                                  A-6202-12T3

ENVIROFINANCE GROUP, LLC,
                                         APPROVED FOR PUBLICATION
      Plaintiff-Appellant/
      Cross-Respondent,                       April 14, 2015

and                                         APPELLATE DIVISION


EARTHMARK NJ KANE MITIGATION, LLC,

      Plaintiff,

v.

ENVIRONMENTAL BARRIER COMPANY, LLC,

     Defendant-Respondent/
     Cross-Appellant.
______________________________________________

          Argued October 22, 2014 - Decided April 14, 2015

          Before Judges Lihotz, Espinosa and St. John.

          On appeal from the Superior Court of New
          Jersey, Chancery Division, Bergen County,
          Docket No. C-111-11.

          Cory Mitchell Gray argued the cause for
          appellant/cross-respondent        (Greenberg
          Traurig, LLP, attorneys; Mr. Gray, Robert C.
          Epstein and Michael R. Glanzman, on the
          briefs).

          Paul J. Halasz (Day Pitney, LLC) and Gary H.
          Nunes (Womble Carlyle Sandridge & Rice, LLP)
          of the Virginia bar, admitted pro hac vice,
          argued   the  cause   for  respondent/cross-
          appellant (Day Pitney, LLC and Mr. Nunes,
            attorneys; Mr. Halasz, Mr. Nunes and Robert
            G. Rose, on the briefs).

     The opinion of the court was delivered by

LIHOTZ, J.A.D.

     In these appeals, calendared back-to-back and consolidated

for purposes of our opinion, we examine several orders, which

fix the rights of the parties.               Plaintiff EnviroFinance Group,

LLC (EFG) provided construction financing to plaintiff Earthmark

NJ   Kane    Mitigation,      LLC    (Earthmark),       the   developer    of    an

environmental mitigation project to be built on Bergen County

wetlands owned by the Meadowlands Conservation Trust (MCT).                     The

primary contractor of the project was defendant Environmental

Barrier Company, LLC, d/b/a Geo-Con (Geo-Con).

     When    Geo-Con    was    not    paid    for   its    work,   it   filed   two

construction liens against Earthmark's leasehold interest in the

project.     Earthmark and EFG filed this action against Geo-Con,

primarily to discharge the construction liens.                 The motion judge

concluded    Geo-Con's     liens     were    properly     asserted   against    the

private leasehold interest and assets of Earthmark, not against

the public realty.         Geo-Con requested default and later moved

for entry of final default judgment and to fix damages against

Earthmark.     EFG opposed the motion, asserting a final judgment

against     Earthmark      would     impair     its       collateral    interest.

Following a hearing, the judge disagreed and found EFG lacked



                                        2                                 A-2475-12T4
standing to oppose determination of claims between Geo-Con and

Earthmark.       A final judgment in favor of Geo-Con and against

Earthmark    was      entered.         A    second         order,    filed    over      EFG's

objection and without benefit of a testimonial hearing, required

Earthmark's payment to Geo-Con of an award of counsel fees,

costs and pre—judgment interest.                      The first appeal, filed by

EFG,    challenges      these    two       orders         (A-2475-12).        This      court

declined to consider, but did not dismiss this appeal, pending

the outcome of cross-motions for summary judgment.

       Reviewing      the   summary        judgment        record,    the    judge     upheld

Geo—Con's construction liens.                He also determined EFG was liable

for cure payments under the terms of its agreement with Geo-Con

and assertions made in a February 2011 correspondence, but was

not liable for additional cost overruns outlined in a September

7, 2010 contract between Geo-Con and Earthmark, or otherwise

responsible      to     pay      claims         for       work      performed,       despite

allegations of quantum meruit.                  The second matter regards cross-

appeals by EFG and Geo-Con from the summary judgment orders (A-

6202-12).

       Following      our   review,        of       the    arguments      presented,       the

record on appeal and the applicable law, we affirm.

                                             I.

       MCT owns 587 acres of environmentally sensitive wetlands in

the    Richard   P.    Kane     Natural      Area         located    in   Bergen     County.


                                                3                                    A-2475-12T4
Earthmark       was   chosen      as    the    successful     bidder    following         the

request for proposals to construct an environmental mitigation

bank on MCT's land.           A mitigation bank is "a wetland, stream, or

other aquatic resource area that has been restored, established,

enhanced,       or    (in    certain         circumstances)     preserved      for        the

purpose    of    providing        compensation        for   unavoidable      impacts      to

aquatic resources permitted under . . . state or local wetland

regulation."1         Mitigation banks employ a market-based approach to

preservation,         placing      the       implementation     and    success       of    a

project on a third party in exchange for credits, which may be

sold to future developers, whose ventures in the surrounding

area   may      impact      the   protected        environment.        See   33    C.F.R.

§ 332.2.        The proposed mitigation bank in the Richard P. Kane

Natural Area was designed to allow transportation authorities,

including New Jersey Transit, the Port Authority of New York/New

Jersey, the New Jersey Department of Transportation and the New

Jersey Turnpike Authority, to buy credits to offset wetlands

disruption by prospective development in the Meadowlands region.

       Effective       January         22,    2009,   MCT's    Board    of    Directors

entered into a ground lease with Earthmark                        to construct the

project, at Earthmark's sole cost and expense, on a portion of


1
   Mitigation Banking Factsheet, United States Environmental
Protection    Agency,     http://water.epa.gov/lawsregs/guidance/
wetlands/mitbanking.cfm (last updated Oct. 5, 2012).


                                               4                                  A-2475-12T4
MCT's land.     As required by the ground lease and request for

proposal,    Earthmark,         MCT,     and    the    various         federal   and    state

agencies     comprising          the     Meadowlands        Interagency          Mitigation

Council,     entered       into        the     Richard    P.       Kane     Natural     Area

Mitigation    Bank     –   Mitigation           Bank   Instrument         (the    project).

Earthmark contracted with Geo-Con to be the project's primary

contractor (construction contract).

    The      project       was     financed        through         a     loan    from    EFG.

Earthmark executed a $12 million "Secured Revolving Loan and

Security Agreement" (the pledge agreement) on July 13, 2010.                               To

secure     repayment       of     the        construction      financing,         Earthmark

executed a "Pledge and Security Agreement" (the loan documents),

granting EFG collateral security, which included 100% ownership

and membership interests in Earthmark, including its leasehold

and proceeds from the sale of mitigation credits generated by

the project.

    Geo-Con     and    EFG       also    entered       into    a       Contractor   Consent

Agreement (CCA), which collaterally assigned the construction

contract between Geo-Con and Earthmark to EFG.                              The agreement

required Geo-Con to provide notice and a cure period to EFG, in

the event Earthmark defaulted under the construction contract.

Additionally, the CCA precluded amendment or modification of the

initial Earthmark-Geo-Con construction contract, without EFG's

prior written consent.


                                               5                                    A-2475-12T4
       Geo-Con    commenced         construction         on    the   project     in    April

2010.     Once EFG's financing was in place, monthly loan draw

requests were submitted by Geo-Con, which certified the work

covered had been completed as required by the project documents.

EFG asserts problems in implementing the initial construction

plan    arose,    creating         a     need   for      additional       excavating    and

grading work, which caused timetable setbacks and significant

cost overruns.          The nature and treatment of these issues were

delineated in a September 7, 2010 agreement between Earthmark

and    Geo-Con,    amending         the    initial       construction       contract     and

adding    more    than        $2    million         of   expense     to     complete    the

additional work.            The amendment to the construction contract was

not presented to or approved by EFG.

       Further,       EFG    alleged       Geo-Con       and   Earthmark      designed     a

separate payment schedule for this additional work, which was

sought by, and disguised in, Geo-Con's draw requests to EFG.

When    EFG    learned      of     the    separate       agreement     to   address    cost

overruns, it declared Earthmark in default in a December 8, 2010

letter.

       By January 2011, Geo-Con ceased work on the project because

it was not being paid.                   Geo-Con notified EFG of Earthmark's

failure to remit payment of its October and November invoices,

and separately sent notice of its intent to stop work, unless

EFG    cured    the    default.           EFG       challenged   the      work   stoppage,


                                                6                                 A-2475-12T4
advising Geo-Con it was willing                      to remit cure payments upon

receipt       of     certain       documents         required       under       the     CCA.

Specifically,         EFG       identified        Geo-Con's        need        to     submit

engineering approval, and offered to meet to discuss the matter.

Geo-Con       provided    the      engineer's        certification       approving        the

October and November invoices.                    Also, Geo-Con rejected EFG's

position regarding the work stoppage, as well as its refusal to

pay for the additional work, and accused EFG of bad faith.                              When

EFG     did    not    remit        cure   payments,          Geo-Con      recorded        two

construction liens in the Bergen County Clerk's Office against

Earthmark's        leasehold     interest       in    the    project,     on    March     28,

2011.

      EFG      and   Earthmark       initiated        this     action     by    filing       a

verified      complaint      and    an    order      to     show   cause,      principally

seeking to discharge Geo-Con's construction liens.                          Further, EFG

sought damages for Geo-Con's wrongful filing of the construction

liens, which it argued violated the Construction Lien Law (CLL),

N.J.S.A. 2A:44A-1 to -38, because the liens attempted to attach

a public works project in violation of N.J.S.A. 2A:44A-15(a).

The complaint also alleged breach of contract, asserting Geo-Con

included sums in its liens pursuant to the concealed overrun

modification agreement, which were neither approved nor due.

      Geo-Con counterclaimed, alleging Earthmark and EFG breached

their     respective        contractual      obligations.               Geo-Con       sought


                                            7                                       A-2475-12T4
quantum meruit payment from EFG, payment on an open book account

against    Earthmark,    an     equitable     lien    against     the    assets      of

Earthmark and EFG, and permission to foreclose the construction

liens.

       On September 20, 2011, Judge Robert P. Contillo denied EFG

and    Earthmark's    request    to   discharge       the   construction       liens,

finding the cited exception to the CLL inapplicable.                          Although

the project was in the nature of a public works project as it

would     improve     public     property,      the     judge     concluded          the

improvements were not "contracted for and awarded by a public

entity," necessary elements for application of the exception.

N.J.S.A. 2A:44A-5(b) (emphasis added).                The judge determined the

relationship from which the proposed liens arose between Geo-Con

and Earthmark was a private one and did not involve a public

entity.     Therefore, the lien attached not to the public realty,

but to Earthmark's private interest in the ground lease.

       Partial summary judgment was later granted dismissing Geo-

Con's     claim   for   an     equitable      lien    on    mitigation        credits

generated from the project that were pledged by Earthmark to

EFG.      Subsequently,       counsel   for    Earthmark        requested       to    be

relieved,     which     was    granted.        Earthmark        did     not    secure

substituted counsel and ceased participation in the litigation.

Thereafter, Earthmark entered into a Transition Agreement giving

EFG control of the project.


                                        8                                     A-2475-12T4
      In June 2011, EFG assigned all its interest, including the

loan and its security interest in Earthmark and the project, to

Kane Mitigation, LLC (Kane).               Kane was owned entirely by EFG.

In February 2012, Kane became the successor bank sponsor of the

project under the authorizing documents with MCT.

      Without opposition, Geo-Con moved to dismiss Earthmark's

complaint    and     requested     default      on     its    counterclaims        against

Earthmark.        Geo-Con   later     moved      for       entry     of    final   default

judgment against Earthmark, seeking damages of $5,505,328.                                EFG

opposed    that    motion    and    requested         "a     proof    hearing       on   the

validity    and    amount   of     Geo-Con's         claims     against      Earthmark."

Geo-Con challenged EFG's standing to oppose its motion, to which

EFG advanced it held a financial stake in the outcome and a

judgment would "impair EFG's collateral" and security interest

under the pledge agreement.

      Following      oral   argument,          Judge       Contillo       concluded      EFG

lacked standing to oppose Geo-Con's motion for entry of default

judgment against Earthmark, finding EFG had almost two years to

exercise its rights under the pledge agreement and failed to do

so.       Further,    the   judge     determined             Geo-Con's      claims       were

advanced    solely     against      Earthmark        and      did    not    alter     EFG's

security     interests      under    the       loan     and        pledge    agreements.

Earthmark's complaint against Geo-Con was ordered dismissed with

prejudice and final judgment was entered on behalf of Geo-Con


                                           9                                       A-2475-12T4
against Earthmark for $3,811,651, the sums approved for payment

by   the    project      engineer    for    work   performed.          The       order    was

certified for execution purposes.                See R. 4:42-1.

      Geo-Con moved for additional compensation in the form of

attorney's fees, costs, and pre-judgment interest, pursuant to

the Prompt Payment Act (PPA), N.J.S.A. 2A:30A-1 to 2.                             On March

15, 2013, following oral argument, the judge granted Geo-Con an

additional judgment of $1,715,139, which he certified as final.

      EFG appealed (A-2475-12).             In our October 2, 2013 order, we

noted      the   matter    was    interlocutory        and    removed       it   from     our

plenary      calendar.          However,    we   did    not       dismiss    the     appeal

pending the outcome of cross-motions for summary judgment, which

had been filed.

      Following oral argument on the summary judgment motions,

Judge Contillo issued a written opinion on July 8, 2013.                                  The

judge denied EFG's and granted Geo-Con's motion for breach of

contract,        awarding        Geo-Con,    its       successors         and     assigns,

$1,354,386.31, which represented agreed cure payments due from

EFG under the CCA, following Earthmark's default.                           Although the

judge      found      Geo-Con    breached    the      CCA    by    entering      into     the

September 7, 2010 modification agreement with Earthmark without

notice     to    or    consent    from   EFG,    he    found      EFG's     claim    failed

because     it     did   not    prove    resultant      damages,      "a[n]      essential

component of a breach of contract claim."


                                            10                                      A-2475-12T4
       As   to   the    remaining     claims,        the    judge      rejected       a

resubmitted challenge by EFG to discharge the construction liens

and    subsequent      judgments,    holding       EFG     lacked    standing        to

challenge     Geo-Con's     claims       against     Earthmark.          Geo-Con's

allegations for quantum meruit and to establish an equitable

lien against the mitigation credits were denied, as was its

assertion EFG was responsible to satisfy cost overruns of more

than   $2   million.      Finally,    EFG's    request      to   add    Kane    as    a

necessary party and include a claim for strict foreclosure was

denied as untimely.

       A final judgment memorializing these decisions was entered

on July 12, 2013.        The sheriff's sale of the leasehold interest

was held on January 17, 2014.2           EFG filed a separate Law Division

action against the project engineer and Geo-Con.                    As against the

latter,       EFG      alleged       general         negligence,         negligent

misrepresentation, breach of contract, strict foreclosure, and

violation of the construction lien law.                    The record suggests

that litigation is on-going.

       Cross-appeals     were    filed    by   EFG    and    Geo-Con     from     the

summary     judgment   orders    (A-6202-12).         We    calendared    the     two

appeals back-to-back and now address all issues in one opinion.


2
     The sheriff's deed is not included in the record.     EFG's
brief states Geo-Con was the successful bidder at sale; however,
Geo-Con's brief states Kane was the successful bidder.


                                         11                                A-2475-12T4
                                           II.

    In its initial appeal (A-2475-12), EFG argues the judge

erroneously denied it standing to challenge Geo-Con's default

judgment    against    Earthmark,          emphasizing           EFG    held      a       priority

security    interest      in    100%      of    Earthmark's        membership3             in   the

project through the pledge agreement, essentially giving EFG the

right to assume Earthmark's role in the project.                             EFG maintains

this accords it a significant financial stake in any action

affecting    Earthmark's        assets.             EFG   also    challenges          entry      of

default judgment against Earthmark, arguing a proof hearing was

required prior to entry of any award of damages.                            In opposition,

Geo-Con argues EFG's security interest does not confer standing

to challenge Earthmark's obligations to its contractor.

    In     our   review,       we   are    obligated        to    defer      to       a   judge's

factual determinations when supported by the evidential record.

Brunson v. Affinity Fed. Credit Union, 199 N.J. 381, 397 (2009).

However,    we   accord    no       special         deference     to    a   trial         judge's

"interpretation of the law and legal consequences that flow from

established      facts,"   Manalapan           Realty,      L.P.       v.   Twp.      Comm.      of

Manalapan, 140 N.J. 366, 378 (1995), which we review de novo.

Dep't of Envtl. Prot. v. Kafil, 395 N.J. Super. 597, 601 (App.

Div. 2007).


3
    Earthmark, as an LLC, has membership interests, not stock.


                                               12                                         A-2475-12T4
      "[S]tanding is an element of justiciability that cannot be

waived or conferred by consent."              In re Adoption of Baby T, 160

N.J. 332, 341 (1999).       Rather, it is a threshold inquiry because

"[a] lack of standing by a plaintiff precludes a court from

entertaining any of the substantive issues for determination."

Id. at 340.     In short, the doctrine focuses on whether a party

has a legal entitlement to seek relief from the court.                  Triffin

v.   Somerset   Valley    Bank,    343    N.J.   Super.   73,   80   (App.   Div.

2001).     Our Supreme Court has described the essential purposes

of the doctrine, which seeks to

            assure that the invocation and exercise of
            judicial   power   in  a   given   case   are
            appropriate.   Further, the relationship of
            plaintiffs to the subject matter of the
            litigation and to other parties must be such
            to generate confidence in the ability of the
            judicial process to get to the truth of the
            matter and in the integrity and soundness of
            the final adjudication.   Also, the standing
            doctrine serves to fulfill the paramount
            judicial responsibility of a court to seek
            just and expeditious determinations on the
            ultimate merits of deserving controversies.

            [N.J. Chamber of Commerce v. N.J. Election
            Law Enforcement Comm'n, 82 N.J. 57, 69
            (1980).]

      In New Jersey, standing is governed by R. 4:26-1, which

provides "[e]very action may be prosecuted in the name of a real

party in interest . . . ."               To have standing in a case, our

Supreme Court has held "a party must present a sufficient stake

in   the   outcome   of   the     litigation,     a   real   adverseness     with


                                         13                             A-2475-12T4
respect to the subject matter, and a substantial likelihood that

the   party    will    suffer    harm    in    the   event   of     an    unfavorable

decision."      In re Camden Cnty., 170 N.J. 439, 449 (2002).

      New     Jersey    courts    take    a      liberal     view    of     standing.

Generally, the threshold to prove a party's standing is "fairly

low."   Reaves v. Egg Harbor Twp., 277 N.J. Super. 360, 366 (App.

Div. 1994).      "A financial interest in the outcome ordinarily is

sufficient to confer standing."                Strulowitz v. Provident Life &

Cas. Ins. Co., 357 N.J. Super. 454, 459 (App. Div.) (citing In

re Camden Cnty., supra, 170 N.J. at 448), certif. denied, 177

N.J. 220 (2003).       "But standing is not automatic, and a litigant

usually has no standing to assert the rights of a third party."

Bondi v. Citigroup, Inc., 423 N.J. Super. 377, 436 (App. Div.

2011) (citation and internal quotation marks omitted), certif.

denied, 210 N.J. 478 (2012).

      EFG argues the necessity to preserve its security interest

satisfies     these    standards.         In    financing     the    project,      EFG

obtained a significant security interest in Earthmark and its

interest in the project.          In a November 13, 2012 letter opinion,

the court acknowledged:

                   The   terms   and  conditions   of   the
              construction financing provided by EFG to
              Earthmark are set forth in a Secured
              Revolving Loan and Security Agreement dated
              as of July 13, 2010.        Pursuant to the
              agreements,   Earthmark   granted   [EFG]   a
              security interest in its leasehold interest


                                         14                                  A-2475-12T4
         under the Lease, and in the proceeds from
         the sale of all credits originally issued
         under the Mitigation Banking Instrument
         ("MBI") and the proceeds of all future
         credits to be issued under the terms of the
         MBI, which provides for the Project to
         generate 69.98 mitigation credits for the
         tidal portion of the Project.

A condition of the loan included Earthmark's pledge of 100% of

its membership interest, which

         include[ed]   without   limitation, all   of
         [Earthmark's] rights, powers, and remedies
         under the Operating Agreement, and the
         certificates    representing   such  Pledged
         Interests, if any;

         (b) any additional shares of Stock, or
         other   right,    title  or   interest   in
         [Earthmark] from time to time acquired by
         [Earthmark] in any manner (which shares
         shall be deemed to be part of [Earthmark's]
         Pledged Interests), and any certificates
         representing such Stock;

              . . . .

         (h) [Earthmark's] rights with respect      to
         any property or asset of [Earthmark]

              . . . .

         (q) any and all other rights, claims,
         property interests, or other interests of
         any kind that [Earthmark] may have from time
         to   time   with   respect    to or   against
         [Earthmark],   and   any   other or   greater
         interest that [Earthmark] may have from time
         to   time  in,   to    or   with respect   to
         [Earthmark.]

    Notably, this litigation was commenced jointly by EFG and

Earthmark, showing the alignment of the two entities' interests.



                                 15                      A-2475-12T4
Although Earthmark's current status or viability is not certain,

its   disclosed       financial        difficulties       prevented     it    from    fully

participating in the litigation, including challenging Geo-Con's

asserted damages claims.               EFG argues standing should be granted,

otherwise       Geo-Con      is   effectively         insulated       from    substantive

challenge       to    its    damage      award      and    the   resulting         judgment

encumbers       the    value      of    the     project.         See    e.g.,      Assocs.

Commercial Corp. v. Langston, 236 N.J. Super. 236, 242 (App.

Div.) (allowing the defendant standing to challenge a lien on

her house discovered after she sold it, despite the fact that

escrowed    proceeds         would     have    been    given     to    the    plaintiff),

certif. denied, 118 N.J. 225 (1989).

      EFG fails to cite any authority supporting its position for

standing that squarely addresses a relationship matching the one

presented in this litigation.                  EFG is a party-plaintiff in the

litigation      and    its     interest       in   the    project      was    financially

intertwined      with       Earthmark     through        the   pledge    agreement       and

security interest in all of Earthmark's assets, including the

project.     EFG suggests its interest in the ground lease gives it

the right to challenge any attaching lien.                        This is incorrect,

because    at    all    times     EFG's       interest     was   that    of    a   secured

creditor.       Although EFG could have exercised control rights over

the ground lease by exercising                     the provisions of the pledge

agreement, it chose not to do so.


                                              16                                   A-2475-12T4
       EFG's      merits    brief       also    offers       only       general         assertions

supporting        its     claim    of     standing,         some    of      which        were    not

presented to the trial judge.                        These challenges offer little

more than unsupported contentions of financial harm and fail to

demonstrate an adverse interest to Geo-Con's claims to payment

for    services     performed          under    the     contract,           approved       by   the

project engineer, for which payment was not made.

       In   its    brief     under      A-6202-12,          EFG    states         the    lien    was

inflated by $2.1 million, a consequence of work performed under

the unauthorized modification agreement, and contends if it were

given standing it would have defeated the claim as invalid and

unenforceable.            No evidence supports such an assertion.                                 As

noted, EFG declined to exercise its rights under the pledge

agreement to essentially step into Earthmark's shoes and advance

whatever defenses Earthmark may have to the demanded payment.

Likely, EFG chose to avoid this role as it is two-edged:                                         not

only    would     EFG     have    the     right       to    control         the    project      and

Earthmark's        assets,       but    also    it     would       be    saddled         with   the

corresponding       responsibility             to    address       incurred        liabilities,

including the debt due to Geo-Con for services rendered.                                          In

limiting its role to that of a secured lender for the project,

we    cannot      agree    EFG     held    a        stake    in    any      dispute       between

Earthmark and its vendors.                  See Stubaus v. Whitman, 339 N.J.

Super.      38,    51   (App.      Div.    2001)       (finding         a    plaintiff          must


                                               17                                         A-2475-12T4
demonstrate harm from a direct injury), certif. denied, 171 N.J.

442 (2002).

      We reject EFG's claim the trial judge erred by denying it

standing     to    challenge       Geo-Con's          judgement   against       Earthmark.

Having    essentially        made     this       same    analysis,       Judge    Contillo

entered      a    default        judgment       for     unpaid,      approved     invoices

totaling      $3,811,651,         concluding          these   sums      were    adequately

proven     as     due     from     Earthmark.            An   additional        award    for

attorney's fees, litigation costs, and pre-judgment interest was

deemed subject to proofs.                 During the hearing, EFG participated

and made its position known.                     Following review, these amounts

were found to be obligations owed to Geo-Con by Earthmark.

      On appeal of that order, EFG argues the entitlement to

legal fees is overstated and fees should have been limited to

count three of Geo-Con's complaint.4                     We disagree.

      Rule       4:43-2(b)       grants    a    trial     court   the     discretion     to

require proof of the quantum of damages as well as entitlement

to   relief,      prior    to     entry    of    default      judgment.        Douglas    v.

Harris,      35    N.J.    270,     276     (1961).           Factual     findings      must

establish the entitlement to relief.                     See Curtis v. Finneran, 83


4
     Geo-Con's claim was based on the PPA, which provides in
pertinent part: "In any civil action brought to collect payments
pursuant to this section, the action shall be conducted inside
of this State and the prevailing party shall be awarded
reasonable costs and attorney fees." N.J.S.A. 2A:30A-2(f).


                                                18                                A-2475-12T4
N.J. 563, 569, (1980) ("In a non[-]jury civil action, the role

of the trial court at the conclusion of a motion a trial is to

find the facts and state conclusions of law.") (citing R. 1:7-

4).

      When   addressing   statutorily    authorized   fee   awards      for

"separate claims in a complaint [which] share a common core of

facts with . . . or are based on related legal theories, the

trial judge, when awarding fees, must focus on the significance

of the overall relief obtained by [the] plaintiff in relation to

the hours reasonably expended."        Silva v. Autos of Amboy, Inc.,

267 N.J. Super. 546, 551 (App. Div. 1993).         Certainly, where a

party presents "distinctly different claims for relief in one

lawsuit, work on those unrelated claims cannot be deemed in

pursuit of the ultimate result achieved."        Stoney v. Maple Shade

Twp., 426 N.J. Super. 297, 318 (App. Div. 2012) (citation and

internal quotation marks omitted).       "However, when the p[arty]'s

claims for relief 'involve a common core of facts or will be

based on related legal theories,' such a suit cannot be viewed

as a series of discrete claims."        Silva, supra, 267 N.J. Super.

at 556 (quoting Hensley v. Eckerhart, 461 U.S. 424, 435, 103 S.

Ct. 1933, 1940, 76 L. Ed. 2d 40, 51 (1983)).

      We note, the methodology utilized in addressing a request

for   statutorily   authorized   fees     must   consider   the     relief

obtained, the justification of the fees asserted, see Litton


                                  19                              A-2475-12T4
Indus., Inc. v. IMO Indus., Inc., 200 N.J. 372, 386 (2009), and

the reasonableness of the amount sought, Rendine v. Pantzer, 141

N.J. 292, 334-35 (1995).       These principles are further guided by

Rule   4:43-2(b)    (addressing   the       appropriate     amount       of   damages

awarded) and R.P.C. 1.5 (assessing the reasonableness of counsel

fees requested).

       We have considered the written opinion by Judge Contillo

and conclude he did not mechanically allocate fees according to

various   claims,    Silva,   supra,        267   N.J.    Super.    at    551,      but

thoughtfully followed the above principles in making the fee

award.    The judge found the claims arose from a common core of

facts and were based upon related legal theories, emphasized the

complexity of the issues and the interrelation of the facts, and

concluded     the   legal     services        rendered      represented,           "all

legitimate,    appropriate,     core     work      that    had     to    be    done."

Further, the judge analyzed the fee request against the criteria

of R.P.C. 1.5.      He characterized time entries as consistent with

"commercial reasonableness," fairly stating tasks undertaken and

time allocated to sufficiently apprise the court and the client

on "what they're getting billed for."

       "[A] reviewing court will disturb a trial court's award of

counsel feels 'only on the rarest of occasions, and then only

because of a clear abuse of discretion.'"                 Litton Indus., supra,




                                       20                                     A-2475-12T4
200 N.J. at 386 (quoting Packard-Bamberger & Co. v. Collier, 167

N.J. 427, 444 (2001)).      We find no basis to intervene.

                                        III.

                                         A.

      Notwithstanding     entry    of    this    judgment,       the     contractual

dispute between Geo-Con and EFG was thereafter litigated.                              In

the   related   appeal,    EFG     challenges        the     order      for    summary

judgment,    maintaining    the        judge    erred      in    denying       summary

judgment    against   Geo-Con     for    its    breach     of    the    CCA     by   its

unauthorized    modification      to     perform     extra      work.         EFG    also

challenges the awarded judgment to Geo-Con for cure payments as

unsupported by the record and contradictory to the judge's prior

findings.    We are not persuaded.

      EFG was afforded the opportunity to prove its claims.                           The

judge agreed Geo-Con breached a material term of the CCA, when

it executed the September 7, 2010 side-agreement with Earthmark

and failed to provide notice to EFG of the overruns.                          However,

EFG offered no argument or proof it sustained damages by this

breach.     When   specifically        asked    by   Judge      Contillo       at    oral

argument whether damages resulted, counsel's response was "no."

      To prevail on a breach of contract claim, a party must

prove a valid contract between the parties, the opposing party's

failure to perform a defined obligation under the contract, and

the breach caused the claimant to sustained damages.                       Murphy v.


                                         21                                    A-2475-12T4
Implicito, 392 N.J. Super. 245, 265 (App. Div. 2007).                 EFG's

assertion that mere proof of the breach deprives Geo-Con of any

payment is legally unsupportable.          See Lone v. Brown, 199 N.J.

Super.   420,   425   (App.   Div.)   (holding   summary   judgment   on   a

breach of contract claim was appropriate because grievant could

not assert damages), appeal dismissed, 103 N.J. 480 (1986).

    EFG, for the first time on appeal, now lists, as resultant

damages, all expenses incurred in the litigation, as well as the

loss of the ground lease at sheriff's sale and the possible

inability to exercise its unencumbered security interest.               The

costs of litigation are insufficient to support damage elements

of a claim.     See Satellite Gateway Commc'ns, Inc. v. Musi Dining

Car Co., 110 N.J. 280, 284-85 (1988) (holding attorney's fees

incurred to prosecute breach of contract claim insufficient to

satisfy resultant damages).           The other suggested damages were

not presented to the trial court.          We reject EFG's late attempt

to justify its position, noting

           [i]t is a well-settled principle that our
           appellate courts will decline to consider
           questions or issues not properly presented
           to the trial court when an opportunity for
           such a presentation is available unless the
           questions so raised on appeal go to the
           jurisdiction of the trial court or concern
           matters of great public interest.

           [Nieder v. Royal Indem. Ins. Co., 62 N.J.
           229, 234 (1973) (citation and internal
           quotation marks omitted).]



                                      22                          A-2475-12T4
     Finally,     EFG       received     notice     of   and    chose    not      to

participate in the sheriff's sale, and there is no evidence its

overall     security    interest       will    be   impaired.        Thus,     these

contentions are unproven and not tied to the asserted breach of

contract.

     Regarding the related challenge to the judge's finding EFG

elected to provide cure payments, we recite the relevant terms

of   parties'    agreement.         The       CCA   defines    the    rights     and

responsibilities       in    the   event       of   Earthmark's      default,     as

follows:

                 1.   . . . Contractor [Geo-Con] hereby
            agrees that if an event of default has
            occurred under the Loan Agreement . . . and
            such default is not cured within any
            applicable grace or cure period . . . and if
            Lender [EFG] has given written notice from
            Lender to Contractor of such default, then
            Lender shall have the right, at Lender's
            option, either to terminate the Contract
            with respect to the Property . . . or to
            require   that    Contractor   perform   its
            obligations under the Contract for the
            benefit of the Lender.

                 . . . .

                 2.   . . . Contractor agrees to not
            enter into any amendment or modification of
            the Contract without the prior written
            consent of Lender.

                 3.   Contractor agrees to give prompt
            written notice to Lender of any default or
            breach by Borrower of any of its obligations
            under the Contract, and that, prior to
            Contractor exercising any of its rights or
            remedies under the Contract, Lender shall


                                         23                              A-2475-12T4
            have an opportunity to remedy or cure such
            breach for a period of thirty (30) days
            after receipt of notice thereof . . . .

      We disagree with EFG's assertion that liability for cure

payments must be preceded by and is linked to its assumption of

the construction contract.            There is nothing in the language of

paragraphs one and three supporting an interpretation they are

interdependent.        In    paragraph      one,   which      addresses     a    remedy

available to EFG in the event Earthmark defaults under the Loan

Agreement,       Geo-Con    agrees    to    permit      EFG    to     terminate       the

construction contract or essentially step into Earthmark's shoes

and   require     Geo-Con    to     continue    performance         for   EFG's     sole

benefit.         Conversely,      paragraph     three    addresses        Earthmark's

breach of the construction contract with Geo-Con and affords EFG

the "opportunity to remedy or cure [Earthmark's] breach for a

period of thirty (30) days after receipt of notice thereof."

The plain language of these distinct provisions gives EFG a the

right to keep construction on track by making cure payments,

while it determines whether to exercise its right to step into

the shoes of Earthmark and assume responsibility to complete

the construction contract, which may be made after the thirty-

day cure period.

      In   its    February     8,   2011    correspondence       to    Geo-Con,       EFG

stated it was ready to provide cure payments upon receipt of the

engineer's certificate certifying payment, stating:


                                           24                                   A-2475-12T4
           Lender is prepared to cure certain of the
           payment defaults of the Borrower . . . .
           Unfortunately, Geo-Con has not presented all
           documentation required for payment under the
           Contract   with  respect   to   the   amounts
           represented by the Cure Notices.    Lender is
           willing to promptly make cure payments for
           the following amounts upon receipt of the
           engineer's certification executed by the
           engineer and required by the terms of the
           Contract[.]

    This determination reflects an effort to keep the project

on track, pending EFG's consideration of its options.                      Judge

Contillo agreed with EFG, concluding it had no obligation to

satisfy   the    deferred     charges    generated    from   the   modification

agreement.      However, EFG, despite its assertions, never remitted

payment   for    the    two   invoices    identified    as   acceptable,       even

after it received the engineer's certification.

    EFG now suggests other documentation was mandated under the

CCA, which Geo-Con failed to provide.                  However, EFG did not

detail what was missing to the trial judge.                   On appeal, EFG

asserts Geo-Con should have delivered lien waivers and withdraw

its work stoppage notice in writing.            The fact is, no liens were

filed at this stage of the dispute and payment was never made by

EFG in exchange for discontinuing the work stoppage.

    EFG    also    renews     its   challenge   to     the   validity     of   the

construction       liens,      maintaining      the      judge's      statutory

interpretation     of    N.J.S.A.    2A:44A-5(b)       was   erroneous.         The

exemption to the CLL states:


                                         25                             A-2475-12T4
                No liens shall attach nor shall a lien
           claim be filed:

                   . . . .

                b.   For public works or improvements
           to real property contracted for and awarded
           by a public entity; provided, however, that
           nothing herein shall affect any right or
           remedy    established   pursuant   to   the
           "municipal mechanic's lien law," N.J.S.[A.]
           2A:44-125 et seq.

           [N.J.S.A. 2A:44A-5(b).]

    EFG    reads    this       provision     as    exempting      any   public     works

project,   arguing        the    provision        for    "improvements        to     real

property" is not contingent upon a project being "contracted for

and awarded by a public entity."                  We disagree substantially for

the reasons set forth in Judge Contillo's September 20, 2011

written opinion.      R. 2:11-3(e)(1)(A).

    Although       the     mitigation        bank       itself    fit    within      the

definition of a public works project, the joint public-private

venture    neither        imposed      nor        required       substitute        surety

assurances, i.e., protections of payment or performance bonds or

other   guarantees       for    the   benefit      of   contractors     or    material

suppliers working on public projects, supporting the argument

the right to place a lien on the subject property was barred.

See N.J.S.A. 2A:44-143(a)(1).              This distinction was detailed in

the trial judge's opinion, which we conclude correctly decided

this issue.    R. 2:11-3(e)(1)(A).



                                           26                                 A-2475-12T4
      We also reject as lacking merit, EFG's challenge to the

timeliness     of     the    lien     and     to    its    propriety.          R.     2:11-

3(e)(1)(E).

      In the final issue raised, EFG                      argues the judgment was

improperly         entered     against        its     successors        and     assigns.

Plaintiff asserts Kane never participated in any of the trial

court proceedings and cannot be held liable.                    We disagree.

      Successor liability, which holds one entity accountable for

another entity's debts, is an equitable doctrine that requires a

case-by-case assessment.              Baker v. Nat'l State Bank, 161 N.J.

220, 227-28 (1999).           A successor entity will be held liable for

the debts of its predecessor where it is a continuation of the

same.       Lefever    v.    K.P.   Hovnanian       Enter.,     160     N.J.   307,     310

(1999).      In this matter, the facts show Kane is 100% owned by

EFG   and    was    created     for     the    sole      purpose   of    assuming       and

succeeding to EFG's rights with respect to the project.                               EFG's

allegation its due process rights were violated because Kane was

not a party to the litigation is legally unsupported.

                                              B.

      Geo-Con's cross-appeal challenges the trial judge's summary

judgment dismissal of (1) its claim for quantum meruit against

EFG, as set forth in the July 8, 2013 opinion, and (2) its

assertion     of     an     equitable       lien    on    the   mitigation          credits

received on the projected proceeds generated from their sale, as


                                              27                                A-2475-12T4
set forth in the November 13, 2012 opinion.                      We have considered

the arguments advanced on appeal, in light of the record and

applicable law and reject Geo-Con's arguments substantially for

the reasons set forth in the judge's thorough opinions.                                     R.

2:11-3(e)(1)(A).       We add these brief comments.

    The      equitable      doctrine         of     quantum    meruit        allows       "the

performing    party    to     recoup     the      reasonable     value       of   services

rendered."     Weichert Co. Realtors v. Ryan, 128 N.J. 427, 438

(1992).      Recovery     "rests        on   the     equitable    principle          that    a

person shall not be allowed to enrich himself unjustly at the

expense of another," id. at 437 (citation and internal quotation

marks omitted), and requires proof of "(1) the performance of

services in good faith, (2) the acceptance of the services by

the person to whom they are rendered, (3) an expectation of

compensation       therefor,      and    (4)      the   reasonable      value        of   the

services."         Starkey,     Kelly,        Blaney     &    White     v.     Estate       of

Nicolaysen,    172    N.J.     60,      68   (2002)     (citations       and      internal

quotation marks omitted).            Geo-Con cannot meet this test.

    Even      if    the     requested        compensation        for     services         was

reasonable,    payment      for    the       work    performed    under        the    side-

modification agreement was between Geo-Con and Earthmark.                                 Geo-

Con ignored its obligation under the CCA to notify EFG.                               There

was no expectation of payment from EFG or demonstrated proof EFG




                                             28                                   A-2475-12T4
accepted    the   work   and    corresponding     obligation      or    actually

received a benefit therefrom.

    We also reject Geo-Con's claim EFG was unjustly enriched.

To demonstrate unjust enrichment, "a plaintiff must show both

that defendant received a benefit and that retention of that

benefit without payment would be unjust" and that the plaintiff

"expected    remuneration"      and   the   failure   to   give   remuneration

unjustly enriched the defendant.            VRG Corp. v. GKN Realty Corp.,

135 N.J. 539, 554 (1994).         No evidence to support this position

is found within the record.

    An equitable lien may lie when unjust enrichment or an

express agreement to grant a lien against a specific property is

shown.      Id. at 546.        Additionally, an equitable lien can be

imposed, if based on the "the dictates of equity and conscience

. . . a contract of reimbursement could be implied at law."

Ibid.

    Here, no express or implied agreement was executed to grant

a lien on the underlying realty and we find no basis to infer

EFG agreed to provide payment for the overrun costs.                    Also, as

noted, there is no evidence of unjust enrichment.                      The trial

judge's written opinion thoroughly considered the law as applied

to the facts presented on this issue.             We find no flaw in his

analysis.    R. 2:11-3(e)(1)(A).




                                       29                                A-2475-12T4
    To the extent additional arguments had been raised but were

not specifically addressed, they were found to lack sufficient

merit to warrant extensive discussion in our opinion.   R. 2:11-

3(e)(1)(E).

    Affirmed.




                              30                        A-2475-12T4
