                                NOT FOR PUBLICATION WITHOUT THE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-2894-18T4

GARY RIBE and
STEPHEN ESPOSITO,

          Plaintiffs-Appellants,

v.

MACRO CONSULTING
GROUP, LLC, MARK
CORTAZZO, individually, NICK
SPAGNOLETTI, JR., individually,
and HEIDI HEATH, individually,

     Defendants-Respondents.
______________________________

                    Argued February 11, 2020 – Decided March 9, 2020

                    Before Judges Hoffman and Firko.

                    On appeal from the Superior Court of New Jersey, Law
                    Division, Morris County, Docket No. L-2463-18.

                    Anthony M. Rainone argued the cause for appellants
                    (Brach Eichler LLC, attorneys; Anthony M. Rainone,
                    of counsel and on the briefs; Mark Edward Critchley,
                    on the briefs).
            Jed L. Marcus argued the cause for respondents
            (Bressler, Amery & Ross, PC, attorneys; David M.
            Levy (Kleinberg, Kaplan, Wolff & Cohen, PC) of the
            New York bar, admitted pro hac vice, Robert M.
            Tuchman (Kleinberg, Kaplan, Wolff & Cohen, PC) of
            the New York bar, admitted pro hac vice, and Kristin
            V. Hayes, on the brief).

PER CURIAM

      Plaintiffs Gary Ribe and Stephen Esposito appeal from two Law Division

orders entered on March 8, 2019 in favor of defendants MACRO Consulting

Group (MACRO), Mark Cortazzo, Nick Spagnoletti, Jr., and Heidi Heath,

granting defendants' motion to compel arbitration and stay the Law Division

action filed by plaintiffs. We affirm.

                                         I.

      We discern the following facts from the motion record. In July 2011,

Ribe, a Certified Financial Analyst (CFA) and a Certified Financial Planner

(CFP), was hired by MACRO, a wealth management firm, as Director of

Research. In 2014, he was promoted to the position of Chief Investment Officer.

      Esposito was a CFP and a Senior Financial Advisor hired by MACRO in

October 2009 as a client coordinator. In 2011, Esposito was promoted to the

position of Financial Advisor, and in April 2018, he was promoted to Senior

Financial Advisor.


                                                                       A-2894-18T4
                                         2
      Cortazzo, Spagnoletti, and Heath are officers of MACRO. Cortazzo is

MACRO's senior partner and principal. Spagnoletti is also a partner at MACRO,

and serves as the Acting Chief Operating Officer. Heath is MACRO's Chief

Compliance Officer.

      At the beginning of their tenures with MACRO, both Ribe and Esposito

executed documents entitled "Confidentiality and Restrictive Covenant

Agreement" (agreements) that included lifetime restrictions on the employees

from soliciting any clients or prospective clients, employees, or referral services

from MACRO. In June 2016, MACRO presented new documents with the same

title to plaintiffs, for the purpose of updating its confidentiality agreements.

After an initial refusal to sign the contracts, Ribe and Esposito executed the new

agreements in March 2017.

      Both plaintiffs had months to review the agreements before signing them,

and both were represented by counsel. Plaintiffs concede that the agreements

were the product of negotiations between them and MACRO, and that the

agreements were modified in response to their respective requests. They also

acknowledged that the agreements were presented to them as a condition of their

continued employment with MACRO.




                                                                           A-2894-18T4
                                        3
      The agreements governed various aspects of plaintiffs' relationships with

MACRO, including ownership of intellectual property, confidentiality, a

restriction on soliciting others to leave, and express limitations on the rights of

Ribe and Esposito to solicit or service MACRO clients for a period of two years

following their departures from MACRO. The contracts also contained the

following arbitration clause:

            Except as otherwise provided by [s]ections [five]
            [Consequences of Breach] and [nine] [Forum Selection
            and Choice of Law], it is hereby expressly
            acknowledged, understood and agreed that any and all
            claims, disputes or controversies that may arise
            concerning this [a]greement, or the construction,
            performance, or breach of this [a]greement, or any
            other agreement between the parties, or concerning or
            relative to [Ribe’s and Esposito’s] employment with the
            [c]ompany, and whether based on contract, tort, statute
            or any other theory, will be submitted to and
            adjudicated, determined and resolved through
            compulsory, binding arbitration. The parties hereby
            irrevocably and unconditionally submit to the exclusive
            jurisdiction of the American Arbitration Association
            (“AAA”), unless another forum is required by law, for
            any action or proceeding arising out of or relating to
            this [a]greement, which will be governed in accordance
            with its Employment Arbitration Rules, unless
            otherwise mutually agreed by the parties.             It is
            acknowledged, understood and agreed that any such
            arbitration will be final and binding and that by
            agreeing to arbitration, the parties are waiving their
            respective rights to seek remedies in court, including
            the right to a jury trial. The parties waive, to the fullest
            extent permitted by law, any right they may have to a

                                                                           A-2894-18T4
                                         4
            trial by jury in any legal proceeding directly or
            indirectly arising out of or relating to this [a]greement,
            whether based in contract, tort, statute (including any
            federal or state statute, law, ordinance or regulation), or
            any other legal theory.          It is hereby expressly
            acknowledged, understood and agreed that: arbitration
            is final and binding; the parties are waiving their right
            to seek legal remedies in court including the right to a
            trial by jury; prearbitration discovery generally is more
            limited than and different from that available in court
            proceedings; the arbitrator’s award is not required to
            include factual findings or legal reasoning; and any
            party’s right to appeal or vacate, or seek modification
            of, the arbitration award, is strictly limited by law. It is
            understood, acknowledged and agreed that the
            prevailing party in any arbitration instituted under this
            section shall be entitled to recover from the non-
            prevailing party all costs of arbitration, including,
            without limitation, the arbitrator’s fee and attorney’s
            fees. The laws of the State of New Jersey will apply
            and the arbitration will be conducted in the State of
            New Jersey, County of Morris.

            [(Emphasis added).]

      The first of the two other sections referenced in the arbitration clause,

section five, contains an express acknowledgment by the employee that his

breach "will result in irreparable harm to the [c]ompany," and affords MACRO

the exclusive right to seek "equitable relief" in court, including a preliminary or

permanent injunction, "in the event that [Ribe or Esposito] violate any of the

[agreements'] covenants or restrictions." Section five provides:



                                                                           A-2894-18T4
                                         5
            [Ribe and Esposito] further acknowledge and
            understand that [their] violation of any of the above
            [confidentiality, non-solicitation and non-compete]
            covenants or restrictions will result in irreparable harm
            to the [c]ompany, and that an award of money damages,
            alone, will not be adequate to remedy such harm.
            Consequently, in the event that [they] violate any of the
            above covenants or restrictions, the [c]ompany, in
            addition to any other rights and remedies provided
            under law, will be entitled to both legal relief and
            equitable relief, including specific performance. This
            will include but not be limited to: (a) a preliminary or
            permanent injunction in order to prevent the
            continuation of such harm; and (b) money damages,
            insofar as they can be reasonably determined,
            including, without limitation, all reasonable costs and
            attorneys’ fees incurred by the [c]ompany in filing a
            lawsuit to enforce the provisions of this [a]greement.
            [Ribe and Esposito] further acknowledge, understand
            and agree that actual or threatened misappropriation,
            solicitation or competition may be enjoined to prevent
            any commercial advantage that may be derived or
            obtained by or from [their] misappropriation of any
            [c]onfidential [i]nformation or improper solicitation or
            competition in violation of the terms of this
            [a]greement.

      The second section mentioned in the arbitration clause, section nine,

specified the forum for bringing suit:


            Any dispute in the meaning, understanding, effect,
            interpretation or validity of this [a]greement will be
            resolved in accordance only with the laws of the State
            of New Jersey. In the event any action for equitable
            relief, injunctive relief or specific performance is filed,
            or should any action be filed to confirm, modify or

                                                                          A-2894-18T4
                                         6
            vacate any award rendered through compulsory binding
            arbitration, [Ribe and Esposito] hereby irrevocably
            agree that the forum for any such suit will be in an
            appropriate state or federal court in the County of
            Morris, State of New Jersey, and [Ribe and Esposito]
            hereby agree to the personal jurisdiction and venue of
            such court.

      Ribe originally attempted to negotiate the removal of the arbitration

agreement in August 2016 before signing the new contract, but was

unsuccessful. Although MACRO allowed the parties to negotiate some of the

terms of the agreements, it stood firm on the arbitration clause, and both Ribe

and Esposito signed the agreements with the arbitration clause fully intact. The

agreements were hand signed, on hard copy paper, by both plaintiffs.

      After working at MACRO for a number of years, Ribe and Esposito left

MACRO in December 2018 in order to open Accretive Wealth Partners (AWP),

a competing wealth management firm they formed while still employed by

MACRO.

      In their brief, plaintiffs assert they left MACRO because of its purported

misconduct, and they pointed to MACRO being investigated by the Securities

Exchange Commission (SEC). The record shows MACRO was absolved from

any wrongdoing by the SEC. Following the SEC investigation, Ribe inquired




                                                                        A-2894-18T4
                                       7
about becoming an equity partner at MACRO. After failing to negotiate long -

term, equity-based contracts at MACRO, plaintiffs formed AWP.

      As of November 2018, Ribe was designated as a managing member and

partner, Chief Investment Officer, and Chief Compliance Officer of AWP, and

Esposito was a managing member and partner as of December 2018.                On

December 17, 2018, plaintiffs resigned from MACRO and advised Cortazzo and

Spagnoletti of their intent to compete with MACRO. Plaintiffs contend they did

not tell any MACRO clients about their new firm until after they resigned.

      While still employed by MACRO, plaintiffs filed their complaint on

December 14, 2018, unbeknownst to defendants, alleging regulatory and

compliance based claims, and a count alleging violations of the Conscientious

Employee Protection Act (CEPA), N.J.S.A. 34:19-1, even though plaintiffs did

not assert they engaged in any CEPA protected act or that they faced retaliation.

Plaintiffs did not allege that the agreements were unconscionable.

      Without knowledge of plaintiffs' complaint, on December 18, 2018,

MACRO filed a demand for arbitration with the AAA, seeking monetary

damages arising from the breach of contract, including plaintiffs' solicitation of

over 100 MACRO clients, as well as their threatened misappropriation of

MACRO's confidential and proprietary information.


                                                                          A-2894-18T4
                                        8
      Plaintiffs filed an order to show cause (OTSC) in the Law Division

seeking to temporarily restrain the AAA Arbitration pending the return date of

the OTSC. On January 4, 2019, the trial court granted plaintiff's' OTSC with

temporary restraints.   Defendants opposed the OTSC and cross-moved to

dissolve the temporary restraints, dismiss the complaint, and compel arbitration.

On February 21, 2019, the trial court heard oral argument and issued a written

opinion on March 8, 2019.

      In denying plaintiffs' OTSC, compelling arbitration and staying the

complaint, the trial court found:

            Reading the [a]greements as a whole, it is clear that in
            the event that there is a violation of any covenants or
            restrictions, [MACRO] is entitled to both legal and
            equitable relief. In conjunction with [s]ection [five],
            [s]ection [nine] goes on to provide that such actions
            will be brought in state or federal court. On the other
            hand, the [a]rbitration [c]lause unequivocally provides
            that [p]laintiffs agreed to arbitrate all claims or disputes
            that arose from the [a]greements or from a breach of the
            [a]greements. Section [five] does not provide that all
            actions for equitable relief must be brought in state or
            federal court but rather only those actions in which an
            employee has violated a covenant or restriction within
            the [a]greements.        As such, a reading of the
            [a]greements establish[es] that an action in which
            employees of MACRO seek to render the covenants
            unenforceable should be brought in arbitration even
            though an employee may be seeking equitable relief.



                                                                           A-2894-18T4
                                         9
             Plaintiffs in their reply contend that to the extent that
             there may be two readings of the [a]greements, the
             court must interpret the agreements against the drafter.
             This argument, however, ignores the fact that
             [p]laintiffs received the [a]greements months before
             executing them and had the opportunity to review the
             [a]greements with their own legal counsel before
             signing. In fact, Ribe . . . tried to negotiate the
             elimination of the [a]rbitration [c]lause before signing
             the [a]greement with the [a]rbitration [c]lause fully
             intact. Moreover, this argument has no merit because
             the plain words of the [a]greements are clear and
             unambiguous even though the court has concluded that
             [d]efendants’ interpretation of the [a]greements is the
             proper interpretation, not [p]laintiffs’

             Plaintiffs in their reply also contend that [d]efendants’
             claimed unilateral right to dictate arbitration or not has
             no support in the plain language of the [a]greements.
             . . . [However,] a careful reading of the provision at
             issue (the [a]rbitration [c]lause, [s]ection [five] and
             [s]ection [nine] reveals that such an exclusive right
             does exist. Specifically, pursuant to [s]ection [five],
             the company may seek legal and equitable relief in the
             event that an employee violates a covenant of the
             agreement. In conjunction with [s]ection [nine], a
             claim for equitable relief may be brought in state court.
             However, pursuant to the [a]rbitration [c]lause, all
             claims that an employee may have against MACRO
             must be pursued in arbitration. Contrary to [p]laintiffs’
             position, the [a]greements are clear as to this exclusive
             right that is held by MACRO.

Thereafter, plaintiffs filed a notice of appeal and a motion to stay the arbitration.

On March 29, 2019, the subsequent trial court heard oral argument on plaintiffs'

motion and granted the stay. A memorializing order was entered that day.

                                                                             A-2894-18T4
                                        10
                                          II.

      On appeal, plaintiffs argue that:

            (1) the trial court erred in staying plaintiffs' lawsuit
            and compelling arbitration by failing to give the terms
            of the 2017 restrictive covenants their plain and
            ordinary meaning;

            (2) alternatively, the waiver of plaintiffs' right to
            litigate in a judicial forum was not clear and
            unambiguous;

            (3) alternatively, the 2017 restrictive covenants are
            unenforceable for lack of consideration; and

            (4) if this court finds plaintiffs had no right to file their
            complaint, then the 2017 restrictive covenants should
            be deemed unenforceable for being unconscionable.

We deem these arguments to be without merit.

      We begin by reciting our standard of review. The validity of an arbitration

agreement is a question of law; therefore, our review of an order denying a

motion to compel arbitration is de novo. Goffe v. Foulke Mgmt. Corp., 238 N.J.

191, 207 (2019) (citing Hirsch v. Amper Fin. Servs., LLC., 215 N.J. 174, 186

(2013)); see Atalese v. U.S. Legal Servs. Grp., L.P., 219 N.J. 430, 445-46 (2014)

("Our review of a contract, generally, is de novo, and therefore we owe no

special deference to the trial court's . . . interpretation.       Our approach in




                                                                            A-2894-18T4
                                          11
construing an arbitration provision of a contract is governed by the same de novo

standard of review." (citations omitted)).

      In reviewing such orders, we are cognizant of the strong preference to

enforce arbitration agreements, both at the state and federal level.              See

Hojnowski v. Vans Skate Park, 187 N.J. 323, 341-42 (2006) (noting federal and

state preference for enforcing arbitration agreements); Garfinkle v. Morristown

Obstetrics & Gynecology Assocs., P.A., 168 N.J. 124, 131 (2001) (recognizing

"arbitration as a favored method for resolving disputes").

      "A party who enters into a contract in writing, without any fraud or

imposition being practiced upon him [or her], is conclusively presumed to

understand and assent to its terms and legal effect." Rudbart v. N. Jersey Dist.

Water Supply Comm'n, 127 N.J. 344, 353 (1992) (quoting Fivey v. PA R.R., 67

N.J.L. 627, 632 (1902)). Arbitration agreements are afforded the same contract

defenses of fraud, duress and unconscionability. Delta Funding Corp. v. Harris,

189 N.J. 28, 39 (2006) (citations omitted).

      When interpreting a contract, our task is to discern the intent of the parties.

J.L. Davis & Assocs. v. Heidler, 263 N.J. Super. 264, 270 (App. Div. 1993)

(citing Karl's Sales & Serv. v. Gimbel Bros., 249 N.J. Super. 487, 494 (App.

Div. 1991)). Contracts that are clear and unambiguous must be enforced as


                                                                             A-2894-18T4
                                        12
written. Id. at 271 (citing Karl's Sales, 249 N.J. Super. at 493). However,

"where the intention is doubtful or obscure, the most fair and reasonable

construction, imputing the least hardship on either of the contracting parties,

should be adopted, so that neither will have an unfair or unreasonable advantage

over the other." Ibid. (quoting Karl's Sales, 249 N.J. Super. at 493).

      We also recognize the Federal and New Jersey Arbitration Acts express a

general policy favoring arbitration. Atalese, 219 N.J. at 440; see also 9 U.S.C.

§§ 1 to 16; N.J.S.A. 2A:23B-1 to -32. "The public policy of this State favors

arbitration as a means of settling disputes that otherwise would be litigated in a

court." Badiali v. N.J. Mfrs. Ins., 220 N.J. 544, 556 (2015) (citing Cty. Coll. of

Morris Staff v. Cty. Coll. of Morris Staff Ass'n, 100 N.J. 383, 390 (1985)).

      Plaintiffs here argue that the agreements entitle them to pursue their

claims in court. Their argument focuses on one sentence in section nine of the

agreements, which they interpret as allowing them or MACRO to file a

complaint seeking injunctive relief: "In the event any action for equitable relief,

injunctive relief or specific performance is filed . . . suit will be in an appropriate

state or federal court in the County of Morris . . . ."

      However, section five of the agreements sets forth an exception to section

eight's arbitration requirement because it unequivocally states the employee's


                                                                               A-2894-18T4
                                         13
breach will cause irreparable harm to MACRO, thereby permitting only

MACRO to pursue claims for equitable relief, such as an injunction, in court, in

order to mitigate any potential consequences of a breach.           When read in

conjunction with section eight, section five vests an exclusive but limited

litigation right to MACRO only:

            [Ribe and Esposito] further acknowledge and
            understand that [their] violation of any of the
            [confidentiality, non-solicitation and non-compete]
            covenants or restrictions will result in irreparable harm
            to the [c]ompany, and that an award of money damages,
            alone, will not be adequate to remedy such harm.
            Consequently, in the event that [Ribe and Esposito]
            violate any of the above covenants or restrictions, the
            [c]ompany, in addition to any other rights and remedies
            provided under law, will be entitled to both legal relief
            and equitable relief, including specific performance
            . . . in filing a lawsuit to enforce the provisions of this
            Agreement.

      Contrary to plaintiffs' argument, sections five and eight of the agreements

only permit MACRO to file a lawsuit for equitable relief. We conclude that

section nine does not confer a right upon MACRO's employees to file a lawsuit

seeking equitable relief. Plaintiffs' argument is unconvincing because they

explicitly agreed to this provision in the agreements. As our Supreme Court

noted in Atalese, arbitration agreements are in an "equal footing with other




                                                                          A-2894-18T4
                                       14
contracts" and courts should "enforce them according to their terms." Atalese,

219 N.J. at 441 (citation omitted).

      Far more persuasive are the four separate express waiver clauses

contained in each of the agreements:

            (1) It is acknowledged, understood and agreed that any
            such arbitration will be final and binding and that by
            agreeing to arbitration, the parties are waiving their
            respective rights to seek remedies in court, including
            the right to a jury trial.

            (2) The parties waive, to the fullest extent permitted by
            law, any right they may have to a trial by jury in any
            legal proceeding directly or indirectly arising out of or
            relating to this [a]greement, whether based in contract,
            tort, statute . . . , or any other legal theory.

            (3) It is hereby expressly acknowledged, understood
            and agreed that: arbitration is final and binding; the
            parties are waiving their right to seek legal remedies in
            court including the right to a trial by jury; pre-
            arbitration discovery generally is more limited than and
            different from that available in court proceedings; the
            arbitrator's award is not required to include factual
            findings or legal reasoning; and any party's right to
            appeal or vacate, or seek modification of, the arbitration
            award, is strictly limited by law.

            (4) I UNDERSTAND THAT I HEREBY WAIVE, TO
            THE FULLEST EXTENT PERMITTED BY LAW,
            ANY RIGHT I MAY HAVE TO A TRIAL BY JURY
            IN ANY LEGAL PROCEEDING WHICH MY [sic]
            ARISE, DIRECTLY OR INDIRECTLY, FROM OR
            RELATING TO THIS AGREEMENT.


                                                                         A-2894-18T4
                                       15
      The four waiver clauses were conspicuously inserted in various sections

of the agreements and unequivocally state that a jury trial is waived. Moreover,

it was crystal clear that the parties would arbitrate with the AAA.

      In support of their argument, plaintiffs only cite to one case, Quigley v.

KPMG Peat Marwick, LLP, 330 N.J. Super. 252 (App. Div. 2000).                  The

arbitration clause in Quigley merely stated:

            Any claim or controversy between the parties arising
            out of or relating to this Agreement or the breach
            thereof, or in any way related to the terms and
            conditions of the employment of Manager by
            [defendant], shall be settled by arbitration under the
            laws of the state in which Manager's office is located.

            [Id. at 257 (alteration in original).]

We are not persuaded by plaintiffs' argument because the agreements here are

not deficient under the Court's mandate in Atalese.

      As stated, there are multiple references in the agreements stating that

plaintiffs waived their right to a jury trial and agreed to arbitrate their claims.

Moreover, the waivers constituted sufficiently clear and unambiguous language

advising plaintiffs they could not seek a jury trial thereby rendering the

agreements enforceable.

      We are satisfied the multiple references stating a party could not maintain

a "court action" constituted sufficiently clear and unambiguous language

                                                                           A-2894-18T4
                                        16
advising plaintiffs they could not seek a jury trial. See Griffin v. Burlington

Volkswagen, Inc., 411 N.J. Super. 515, 518 (App. Div. 2010) (upholding an

arbitration clause stating the parties, by agreeing to arbitration, "waiv[ed] their

rights to maintain other available resolution processes, such as a court action or

administrative proceeding, to settle their disputes").       Thus, the trial court

correctly compelled arbitration in this matter.

                                        III.

       Plaintiffs attempted to persuade the AAA to dismiss MACRO's arbitration

demand based on the first-filed rule without success. We have explained the

first-filed rule to:

              [G]enerally require[] that a court with jurisdiction over
              a matter should defer to the court that first acquired
              jurisdiction over the dispute. As explained by our
              Supreme Court, [i]f we are to have harmonious
              relations with our sister states, absent extenuating
              circumstances sufficient to qualify as special equities,
              comity and common sense counsel that a New Jersey
              court should not interfere with a similar, earlier-filed
              case in another jurisdiction that is capable of affording
              adequate relief and doing complete justice.

              [CTC Demolition Co. v. GHM AETC Mgmt./Dev.
              LLC, 424 N.J. Super. 1, 6 (App. Div. 2012) (second
              alteration in original) (citations and quotations
              omitted).]




                                                                           A-2894-18T4
                                        17
      Our Court has recognized the inapplicability of the first-filed rule in the

context of an arbitration demanded after a declaratory judgment has been filed.

In Sensient Colors Inc. v. Allstate Ins., 193 N.J. 373 (2008), the Court cited a

case with a similar procedural history as the matter under review:

            [T]he [plaintiff], less than a day after refusing to
            arbitrate, raced to file a declaratory judgment action in
            a North Carolina state court. Shortly afterwards, the
            [defendant] filed an action in federal court to enforce
            the arbitration agreement. The Supreme Court held that
            the first-filed rule did not apply, in part, because the
            [plaintiff] deprived the [defendant] of a "reasonable
            opportunity" to file suit in the jurisdiction of its choice.

            [Id. at 388 (citing Moses H. Cone Mem'l. Hosp. v.
            Mercury Constr. Corp., 460 U.S. 1, 4-7, 21 (1983)).]

      Plaintiffs' argument is entirely without merit. Simply because plaintiffs

filed their complaint two days prior to MACRO's demand for arbitration

provides no basis to circumvent the intent of the agreements.

      In their brief, plaintiffs also contend that the agreements were not

supported by adequate consideration. However, plaintiffs concede that:

            Cortazzo claimed execution of the document was a
            condition of Ribe's continued employment at MACRO
            ....

                  ....

            As of March 2017 (over nine months after it was
            initially presented), MARCO [sic] was still harassing

                                                                           A-2894-18T4
                                       18
            Ribe to execute the document. As a result of the
            harassment, . . . with certain modifications by way of
            addendum, Ribe executed [the agreement] . . . .

                  ....

            Cortazzo summoned Esposito to Cortazzo's office, with
            Spagnoletti in attendance. At that meeting, Cortazzo
            threatened Esposito that he would not be allowed back
            in the office if he did not sign the new document.

      Plaintiffs' execution of the agreements was a condition of their continued

employment, and our Court has held that agreements executed under these

circumstances are supported by adequate consideration.        See Martindale v.

Sandvik, Inc., 173 N.J. 76, 88-89 (2002); see also Roman v. Bergen Logistics,

LLC, 456 N.J. Super. 157, 163 (App. Div. 2018). Applying these well-settled

standards of review, we conclude there was adequate consideration to support

the agreements containing the arbitration clauses here.

      On appeal, plaintiffs also argue that the agreements are unconscionable.

We decline to address this argument as it was not squarely raised before the trial

court. We "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." State v. Robinson, 200 N.J. 1, 20

(2009) (quoting Nieder v. Royal Indem. Ins., 62 N.J. 229, 234 (1973)).

                                                                          A-2894-18T4
                                       19
      After careful review of the record and legal principles, we conclude that

plaintiffs' further arguments are without sufficient merit to warrant discussion

in a written opinion. R. 2:11-3(e)(1)(E).

      Affirmed. The trial court's stay of arbitration is dissolved.




                                                                        A-2894-18T4
                                       20
