                     NOT FOR PUBLICATION WITHOUT THE
                    APPROVAL OF THE APPELLATE DIVISION

                                       SUPERIOR COURT OF NEW JERSEY
                                       APPELLATE DIVISION
                                       DOCKET NO. A-3933-12T2


JOSEPH P. VIRZI AND
SALLY VIRZI,

       Plaintiffs-Appellants,

v.

AIR CARGO GLOBAL CORPORATION,
AND SOPHIE PERSITS,

       Defendants-Respondents,

and

ACG SHIPPING WORLDWIDE,1

       Defendant.

______________________________

            Argued May 14, 2014 – Decided June 6, 2014

            Before Judges Fuentes, Simonelli and Haas.

            On appeal from the Superior Court of New
            Jersey, Chancery Division, General Equity
            Part, Bergen County, Docket No. C-0072-12.

            Cindy   D.  Salvo   argued   the   cause   for
            appellants   (The  Salvo   Law   Firm,   P.C.,
            attorneys; Ms. Salvo, on the briefs).

            Patrice E. LeTourneau argued the cause for
            respondents (McCusker, Anselmi, Rosen &


1
    A.C. Global incorrectly sued herein as ACG Shipping Worldwide.
              Carvelli, P.C., attorneys; Paul F. Carvelli
              and Ms. LeTourneau, on the brief).

PER CURIAM

      In this matter, plaintiff Joseph P. Virzi (plaintiff) and

his   wife,    Sally      Virzi,     sought     repayment      of        loans   plaintiff

allegedly made to defendant Air Cargo Global Corporation (Air

Cargo).       They appeal from the March 18, 2013 final judgment,

which dismissed their amended complaint with prejudice following

a bench trial.       We reverse and remand for further proceedings.

      We summarize the facts from the record.                             Air Cargo was

engaged in shipping goods overseas by ocean and air freight.

Defendant Sophie Persits (defendant) took over the business when

her   father,    who      owned     it,    became      ill.         In       October      2009,

defendant     entered      into     an    agreement     to    sell       an    eighty-five

percent     share    in      the    business      to   plaintiff's            step-nephew,

Douglas   Arena,       for    $1    million.        Arena     then        took    over      the

business and defendant continued working there.

      Plaintiff gave Arena over $100,000 to invest in Air Cargo;

however, Arena never invested plaintiff's money in the company

and never paid defendant.                Instead, he pilfered Air Cargo and

absconded     with   nearly        $300,000,      leaving     the    company         in     dire

financial condition.

      Plaintiff wired $60,000 and $20,000 directly to Air Cargo's

landlord.       Plaintiff      claimed      the    $80,000     was       a    loan     to    the



                                            2                                        A-3933-12T2
company that defendant promised to repay.                      Defendant admitted

that: plaintiff was not an investor in Air Cargo; the $80,000

plaintiff paid to Air Cargo's landlord was for Air Cargo's rent;

the    $80,000   was    a    legitimate       debt    that    Air    Cargo    owed    to

plaintiff; and Air Cargo would have repaid plaintiff if it had

remained in business.           Defendant also admitted that Air Cargo

owed    plaintiff      at    least   $50,000,        which    was    listed    in     the

liability section of Air Cargo's corporate balance sheets as a

"notes   payable"      to    plaintiff.        Air    Cargo   did    not     remain   in

business    because     defendant      dissolved       it     in    order    to   avoid

creditors.       Defendant       formed       A.C.    Global,       transferred       Air

Cargo's assets to that company, and conducted essentially the

same type of business that Air Cargo conducted.

       Despite defendant's admissions, the trial judge found that

plaintiff made no loan to Air Cargo, and dismissed the complaint

with prejudice.        Having reached this conclusion, the judge did

not address whether A.C. Global is liable to repay plaintiff

under the rules of successor liability.

       Our review of a trial court's fact-finding in a non-jury

case is limited.        Seidman v. Clifton Sav. Bank, S.L.A., 205 N.J.

150, 169 (2011).            "'The general rule is that findings by the

trial court are binding on appeal when supported by adequate,

substantial,     credible       evidence.            Deference       is     especially




                                          3                                    A-3933-12T2
appropriate     when    the    evidence    is   largely       testimonial    and

involves questions of credibility.'"             Ibid. (quoting Cesare v.

Cesare, 154 N.J. 394, 411-12 (1998)).              We "should not disturb

the factual findings and legal conclusions of the trial judge

unless   [we     are]     convinced   that      they    are     so   manifestly

unsupported by or inconsistent with the competent, relevant and

reasonably     credible    evidence   as   to   offend    the    interests    of

justice."     Ibid. (internal quotation marks omitted).                However,

we owe no deference to a trial court's interpretation of the

law, and review issues of law de novo.                 State v. Parker, 212

N.J. 269, 278 (2012); Mountain Hill, L.L.C. v. Twp. Comm. of

Middletown, 403 N.J. Super. 146, 193 (App. Div. 2008), certif.

denied, 199 N.J. 129 (2009).          We also review mixed questions of

law and fact de novo.          In re Malone, 381 N.J. Super. 344, 349

(App. Div. 2005).

    We conclude there is no competent evidence supporting the

judge's finding that there was no loan.                  Rather, defendant's

admissions, which the judge ignored, confirmed that plaintiff

was not an investor; there was a $50,000 "notes payable" to

plaintiff; the $80,000 plaintiff paid to Air Cargo's landlord

was for Air Cargo's rent; and the $80,000 was a legitimate debt

that Air Cargo owed to plaintiff and would have repaid had it

remained in business.         Because Air Cargo clearly benefitted from




                                      4                                A-3933-12T2
the   $80,000,       the   judge   should       have    applied   the    doctrine     of

unjust enrichment.

       We have held that

               [t]he doctrine of unjust enrichment rests on
               the equitable principle that a person shall
               not be allowed to enrich himself unjustly at
               the expense of another.    A cause of action
               for unjust enrichment requires proof that
               defendant[s] received a benefit and that
               retention of that benefit without payment
               would be unjust.    Unjust enrichment is not
               an independent theory of liability, but is
               the basis for a claim of quasi-contractual
               liability.    We have recognized, however,
               that a claim for unjust enrichment may arise
               outside the usual quasi-contractual setting.

               [Goldsmith   v.  Camden   Cnty.  Surrogate's
               Office, 408 N.J. Super. 376, 382 (App. Div.)
               (alteration in original) (citations and
               internal quotation marks omitted), certif.
               denied, 200 N.J. 502 (2009).]

We are satisfied that what occurred in this case fits squarely

within    the    concept      of   unjust       enrichment.       Accordingly,       we

reverse and remand for the court to consider whether A.C. Global

is    liable    to    repay   plaintiff         under   the   rules     of   successor

liability.

       Reversed and remanded for further proceedings consistent

with this opinion.         We do not retain jurisdiction.




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