                                 NOT FOR PUBLICATION WITHOUT THE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-0814-17T1

REMOTE RISK MANAGEMENT,
LLC,

          Plaintiff-Respondent,

v.

LOGRASSO BUILDERS,

          Defendant-Appellant,

and

RONALD RAMCHARRA,

     Defendant.
___________________________________

                   Submitted September 26, 2018 – Decided March 11, 2019

                   Before Judges Koblitz and Ostrer.

                   On appeal from Superior Court of New Jersey, Law
                   Division, Bergen County, Docket No. SC-001124-17.

                   Santo J. Bonanno, attorney for appellant.

                   Respondent has not filed a brief.
PER CURIAM

      Defendant LoGrasso Builders (LoGrasso) appeals from a $2836 Special

Civil Part judgment in favor of plaintiff, Remote Risk Management, LLC

(Remote), for its installation of cabling at a home LoGrasso constructed for

defendant Ronald Ramcharra. 1 We affirm.

      At trial, Remote's managing member, Ronnie Padron, testified that he sent

LoGrasso a written estimate of $5404 for the installation of an alarm system.2

A LoGrasso employee named George orally told him to install the system. By

trial, George no longer worked for LoGrasso. However, Padron also said he had

a verbal contract with "Mr. LoGrasso," apparently referring to company

president, John LoGrasso (JLG).




1
   Ramcharra is not a party to the judgment. The record does not reflect the
status of the claim against Ramcharra. If it is still pending, then the instant
appeal would be interlocutory. See Grow Co. v. Chokshi, 403 N.J. Super. 443,
457-58 (App. Div. 2008) (stating generally, "only an order that finally
adjudicates all issues as to all parties is a final order and . . . an interlocutory
appeal is permitted only by leave of our appellate courts") (citing R. 2:2-3).
However, we choose to decide the appeal, to avoid repetition of effort by the
court and appellant. See Caggiano v. Fontoura, 354 N.J. Super. 111, 125 (App.
Div. 2002).
2
  Although Remote introduced the estimate into evidence, defendant failed to
include it in the record on appeal.
                                                                            A-0814-17T1
                                         2
      Padron testified that once he had LoGrasso's go ahead, he dealt with

Ramcharra regarding details of the installation. Ramcharra later "changed his

mind" regarding the project, and Remote completed only the cabling. Remote

sent an invoice for $2782, including tax. Both Ramcharra and LoGrasso refused

to pay, contending the other was responsible.

      JLG testified that his company simply referred Remote to Ramcharra, and

Remote entered into a contract with Ramcharra, not LoGrasso. JLG maintained

that LoGrasso gave Ramcharra a $2500 credit against the purchase price of the

home for the alarm system, with the intention that Ramcharra pay for the work.

      Remote did not address the estimate or the invoice to LoGrasso. Remote

simply sent it to the street address of the new home. Padron testified that Remote

worked on several homes for LoGrasso, and that his practice was to send

documents to the address of the particular project. He also said that Ramcharra

told him he would not pay for the work because of his own ongoing dispute with

LoGrasso.

      The trial judge held that Remote entered into a contract with LoGrasso,

not Ramcharra. The initial conversations and arrangements were between those

two parties. Ramcharra's later involvement did not change that relationship.




                                                                          A-0814-17T1
                                        3
The court entered judgment in Remote's favor for the invoiced amount plus

costs, totaling $2836.

      On appeal, defendant presents two arguments.         LoGrasso essentially

challenges the trial court's finding that Remote entered into a contract with

LoGrasso.    Alternatively, LoGrasso argues the contract was unenforceable

because it was not in writing, as the Consumer Fraud Act (CFA) and the "Home

Repairers Act"3 requires. Unpersuaded, we address the two points in turn.

                                       A.

      We review de novo a trial court's legal determinations regarding contract

formation, Kernahan v. Home Warranty Adm'r of Florida, Inc., ___ N.J. ___,

___ (2019) (slip op. at 16, 21), and contract interpretation, Kieffer v. Best Buy,

205 N.J. 213, 222-23 (2011). "A contract arises from offer and acceptance and

must be sufficiently definite 'that the performance to be rendered by each party

can be ascertained with reasonable certainty.'" Weichert Co. Realtors v. Ryan,

128 N.J. 427, 435 (1992) (addressing claimed oral contract) (quoting W.

Caldwell v. Caldwell, 26 N.J. 9, 24-25 (1958)).




3
 We are unaware of any statute with the short title "Home Repairers Act," and
LoGrasso provides no citation.
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                                        4
      However, if the issues of formation or interpretation involve disputed

issues of fact, we defer to the trial court's findings. Kieffer, 217 N.J. at 223 n.5

(2014). Here, the trial court credited Padron's testimony that he sent his estimate

to LoGrasso; LoGrasso accepted it; and LoGrasso directed Padron to proceed.

Thus, the court found both a written offer and an oral acceptance.4

      In challenging the court's finding, LoGrasso points to the following facts:

Remote did not send an invoice addressed to LoGrasso by name; Remote

negotiated the specifications of the work with Ramcharra; Remote alleged in its

complaint that Ramcharra accepted its work; and Remote never sought

acceptance from LoGrasso. LoGrasso also alleges that Remote was aware of

the $2500 credit.

      These facts are at best circumstantial evidence that a contract was not

formed. The court was not required to give the facts greater weight than its

finding of a written offer and oral acceptance. Padron testified that he received

the initial order from LoGrasso; he spoke to Ramcharra before commencing



4
  We cannot assess whether the estimate was sufficiently definite in its terms
because LoGrasso failed to provide it to us. See Cmty. Hosp. Grp. v. Blume
Goldfaden Berkowitz Donnelly Fried & Forte, P.C., 381 N.J. Super. 119, 127
(App. Div. 2005) (stating an appellate court is "not obliged to attempt review of
an issue when the relevant portions of the record are not included").


                                                                            A-0814-17T1
                                         5
work only "because they wanted it in a specific way." Ramcharra accepted the

work, he did so only with LoGrasso's delegation of authority. Although Remote

did not name LoGrasso in its invoice, it did not name Ramcharra either. Padron

explained that, as he did on other projects for LoGrasso, he addressed Remote's

invoice to the individual street address, intending it for LoGrasso. As for the

$2500 credit, Padron logically argued that LoGrasso would have had no reason

to give Ramcharra a credit on Remote's behalf, if LoGrasso had not negotiated

with Remote.5

      In sum, based on the trial court's finding of an offer and acceptance, we

shall not disturb its conclusion that Remote and LoGrasso formed an oral

contract to install the alarm system.

                                        B.

      We are not obliged to reach LoGrasso's newly minted argument that any

oral contract between it and Remote is unenforceable under the CFA and the

"Home Repairers Act." "It is a well-settled principle that our appellate courts



5
   Even assuming, for argument's sake, LoGrasso's claim that Ramcharra was
responsible for the amount of the credit, $2500, that still left $2904 – based on
the original $5404 estimate – for which Ramcharra would not be responsible.




                                                                         A-0814-17T1
                                        6
will decline to consider questions or issues not properly presented to the trial

court when the opportunity for such 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) (quoting Reynolds Offset Co. v. Summer, 58 N.J. Super. 542, 548

(App. Div. 1959)). In particular, we may refuse to consider a newly-raised issue

if "there is an insufficient factual basis to warrant" our doing so. In re Bd. of

Educ. of Boonton, 99 N.J. 523, 536 (1985).

      We recognize that, as part of the CFA, N.J.S.A. 56:8-1 to -210, the

Contractors' Registration Act (CRA), N.J.S.A. 56:8-136 to -152 generally

requires that every "home improvement contract" over $500 shall be in writing,

"signed by all parties thereto," and include various essential provisions.

N.J.S.A. 56:8-151. Even assuming the CRA is what LoGrasso had in mind by

referring to the "Home Repairers Act," it is impossible to determine on this

record whether the CRA would apply.

      The CRA does not apply to persons required to register pursuant to the

New Home Warranty and Builders' Registration Act (New Home Warranty Act),

N.J.S.A. 46:3B-1 to -20. N.J.S.A. 56:8-140(a). Also, regulations promulgated

under the CRA exempt new home construction from the definition of "home


                                                                          A-0814-17T1
                                        7
improvement." N.J.A.C. 13:45A-16.1A. The Supreme Court construed the New

Home Warranty Act in conjunction with the CRA, to provide "a seamless web

of protections for the homeowner." Czar, Inc. v. Heath, 198 N.J. 195, 207

(2009).

      In Czar, the Court held that the CRA governed an agreement between a

kitchen remodeler and the owner of a house that a different contractor newly

built, but which was not yet permitted or occupied. Id. at 197, 210. Inasmuch

as the remodeler was not registered under the New Home Warranty Act and did

not provide a warranty under that statute, the Court reasoned that the remodeler

should be subject to the CRA, even though the work was performed on a newly

constructed house. Id. at 208-10.

      However, the record before us does not disclose whether Remote

registered under the New Home Warranty Act. Furthermore, unlike Czar, Inc.,

Remote did not contract with the homebuyer; it contracted with the homebuilder,

LoGrasso. The CRA applies to a "home improvement contract" which is defined

as an "agreement for the performance of a home improvement between a

contractor and an owner, tenant or lessee, of a residential or non-commercial

property . . . ."   N.J.S.A. 56:8-137.       The record does not reflect whether




                                                                         A-0814-17T1
                                         8
LoGrasso was even the title owner when Remote performed the work, let alone

the kind of "owner" contemplated by the CRA.

      Whether a business-to-business contract is subject to the CFA depends in

part on a fact-sensitive analysis of the "nature of the transaction between the two

business entities." All the Way Towing, LLC v. Bucks Cty. Int'l, Inc., ___ N.J.

___, ___-___ (2019) (slip op. at 20-21). A critical factor is whether the buyer

purchased the goods or services for its own use. Id. at ___ (slip op. at 16); see

also Mark A. Sullivan, New Jersey Consumer Fraud, §10:4-1 at 227-229 (2018)

(reviewing cases holding that the CFA did not apply to a wholesale purchaser,

or reseller); cf. Coastal Grp. v. Dryvit Sys., Inc., 274 N.J. Super. 171 (App. Div.

1994) (applying the CFA to the purchase agreement between a condominium

project developer and an owner of a prefabricated wall system).

      Noting that "context is important," the Supreme Court recently declined

to map the CFA's outer limit. All the Way Towing, ___ N.J. at ___ (slip op. at

16). "We do not suggest that all business-to-business transactions automatically

fit the intendment of a sale offered to the public. Here we need not plumb such

limits because plaintiffs, as interested members of the public, were purchasing

the tow truck with rig for their own use." Ibid.




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                                        9
      Consistent with Nieder, we shall not "plumb the limits" of the statute on

this sparse record, particularly since LoGrasso did not alert Remote of its CFA

claim, and give Remote a fair opportunity to meet it at trial.

      Affirmed.




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