Opinion
DOCKET NO. A-3728-11T1
03-01-2013
J.C. DAIRY FARM, LLC, and EUN H. LIM, Plaintiffs-Respondents, v. 572 EIGHTH AVENUE MARKET CORP., Defendant-Appellant.
Kimm Law Firm, attorneys for appellant (Michael S. Kimm and Francesco A. Savoia, on the brief). Respondents have not filed a brief.
NOT FOR PUBLICATION WITHOUT THE
APPROVAL OF THE APPELLATE DIVISION
Before Judges Sabatino and Maven.
On appeal from the Superior Court of New Jersey, Law Division, Special Civil Part, Bergen County, Docket No. SC-510-12.
Kimm Law Firm, attorneys for appellant (Michael S. Kimm and Francesco A. Savoia, on the brief).
Respondents have not filed a brief. PER CURIAM
Defendant, 572 Eighth Market Avenue Corp., appeals a February 10, 2012 final judgment for $2,421.24 entered against it in favor of plaintiffs, J.C. Dairy Farm, LLC ("the dairy farm") and Eun H. Lim ("Lim"), after a trial in the Special Civil Part. Defendant, a New York company, contends that the courts of New Jersey lack personal jurisdiction over it. Defendant further contends that the trial proofs were inadequate to establish that it had any monetary liability to plaintiffs. We affirm.
This case arises out of what essentially was a failed business transaction between the parties. The relevant chronology was presented at trial through the testimony of Lim, the owner of the dairy farm. Lim, a non-attorney, represented himself and his company at trial pursuant to Rule 6:11. Defendant was represented at trial by counsel, who also represents it on this unopposed appeal.
Rule 6:11 provides that, in a case such as this one within the $3,000 jurisdictional limit of the Small Claims Section of the Special Civil Part set forth in Rule 6:1-2(a)(2), "any authorized officer or employee may prosecute and defend on behalf of a party which is a business entity, whether formally incorporated or not[.]" Since Lim testified that he is the owner of co-plaintiff J.C. Dairy Farm, LLC, it is presumed that he qualifies as an "authorized officer or employee" under this provision, which exempts his business from the general requirement in Rule 1:21-1(c) and Rule 1:21-1B otherwise requiring limited liability companies to be represented in court by an attorney.
Plaintiffs' diary farm is located in Bergen County, New Jersey. The dairy farm sells milk and milk products. Defendant operates a delicatessen located in the Borough of Manhattan in New York City.
According to Lim's testimony, which the trial judge regarded for the most part as credible, the following events occurred. At some unspecified time before July 26, 2011, a manager of defendant contacted Lim for the purpose of purchasing milk for the deli. As a result of that discussion, the parties entered into an oral agreement, in which plaintiffs agreed to supply the deli with a milk machine and monthly deliveries of milk for at least two years. The parties agreed that, as part of this overall arrangement, the first month's supply of milk would be supplied to the deli for free. The agreement was not reduced to writing. As Lim explained in his testimony, he has found it commonplace for certain customers in Manhattan to be unwilling to enter into formal written agreements with their suppliers.
On July 26, 2011, Lim delivered a milk dispensing machine to the deli, along with the first month's supply of milk, which was to last from that delivery date to August 19. Defendant accepted the milk machine and the month's supply of milk, but did not pay plaintiffs anything. Sometime after the end of the free month's supply, defendant decided to no longer purchase milk from plaintiffs and did not return the milk machine.
We note that defendant's brief on appeal asserts, without citation to the trial record, that it continued to purchase milk from plaintiffs "for the next several months." We ignore this unsupported assertion. See R. 2:6-2(a)(4). Even if it were true, it does not alter our legal analysis.
Although defendant presented no testimony nor any other evidence at trial, it contends in its appellate brief that the milk Lim delivered was too close to its expiration date, and that the deli did not wish to do business with a supplier of milk that was on the verge of spoilage. Lim, however, testified that fresh milk is usually good for thirteen days, and insisted that the milk he delivered to defendant was not close to its expiration date.
Lim moved into evidence invoices showing that he paid $1,135.68 for the milk machine and that the month's supply of milk delivered to the deli cost $1,285.56. Lim testified that he sent defendant invoices for the month's supply of milk and that defendant's manager signed those invoices. After defendant failed to pay the invoices, plaintiffs brought suit in the Special Civil Part. Plaintiffs' handwritten small claims form complaint reads "We supplied product (dairy) and milk d[i]spenser and they didn't pay."
These trial exhibits are not included in defendant's appendix.
As a threshold matter at trial, defense counsel argued that the New Jersey courts lack in personam jurisdiction over defendant, a New York corporation that operates a deli in New York State. The trial judge, Hon. Keith Bachmann, J.S.C., rejected that contention, after hearing limited testimony on the issue from Lim, who explained that the parties' relationship was initiated by a telephone call placed by defendant's manager in New York to the dairy farm in New Jersey. The judge found this testimony sufficient to establish that defendant has the requisite minimum contacts in New Jersey for purposes of this transaction, rejecting counsel's argument that it is unfair to require defendant to appear in a New Jersey court.
Defendant now renews its jurisdictional argument on appeal. Upon considering the applicable case law, as well as the limited but unrebutted trial testimony on this subject, we sustain the trial court's exercise of jurisdiction over defendant.
Because jurisdiction involves a question of law, we review the trial court's ruling on that issue de novo. See Mastondrea v. Occidental Hotels Mgmt. S.A., 391 N.J. Super. 261, 268 (App. Div. 2007). However, the judge's factual findings relating to the jurisdictional issue are not to be disturbed unless they are "so wholly insupportable as to result in a denial of justice." Jacobs v. Walt Disney World, Co., 309 N.J. Super. 443, 452 (App. Div. 1998) (internal quotation marks omitted).
New Jersey's long-arm statute permits service on nonresident defendants, subject to due process of law. Avdel Corp. v. Mecure, 58 N.J. 264, 268 (1971). "There are two types of personal jurisdiction over a nonresident defendant: specific and general." Jacobs, supra, 309 N.J. Super. at 452. Specific jurisdiction, which is the only type that warrants discussion here, is implicated when the cause of action relates directly to a defendant's contacts with the state. Lebel v. Everglades Marina, Inc., 115 N.J. 317, 322 (1989).
To ensure that this state's exercise of specific jurisdiction over nonresident defendants does not violate due process requirements, our courts have applied a two-part test, consistent with the jurisdictional case law of the United States Supreme Court. McKesson Corp. v. Hackensack Med. Imaging, 197 N.J. 262, 276 (2009). The first prong of the test requires that the nonresident defendant have certain "minimum contacts" with the forum state. Lebel, supra, 115 N.J. at 322; see also Int'l Shoe Co. v. Wash., 326 U.S. 310, 316, 66 S. Ct. 154, 158, 90 L. Ed. 95, 102 (1945). The second part of the test requires that the assertion of jurisdiction over the defendant does not offend traditional notions of fair play and substantial justice. Blakey v. Cont'l Airlines, Inc., 164 N.J. 38, 66 (2000); see also Int'l Shoe, supra, 326 U.S. at 316, 66 S. Ct. at 158, 90 L. Ed. at 102.
In applying the minimum contacts test, the court's focus is on "the relationship among the defendant, the forum, and the litigation." Lebel, supra, 115 N.J. at 323 (internal quotation marks omitted). A defendant is said to have minimum contacts with the forum state if the contacts "resulted from the defendant's purposeful conduct and not the unilateral activities of the plaintiff." McKesson, supra, 197 N.J. at 273 (internal quotation marks omitted). This "purposeful availment" requirement ensures that a defendant will not be forced to litigate in another jurisdiction solely as a result of "random, fortuitous, or attenuated contacts." Blakey, supra, 164 N.J. at 67 (internal quotation marks omitted); see also Burger King Corp. v. Rudzewicz, 471 U.S. 462, 475, 105 S. Ct. 2174, 2183, 85 L. Ed. 2d 528, 542 (1985). In other words, "the defendant's conduct and connection with the forum state are such that he should reasonably anticipate being haled into court there." Lebel, supra, 115 N.J. at 324 (internal quotation marks omitted).
The minimum contacts analysis does not depend upon the quantity of the defendant's contacts with the forum state. A single act can support jurisdiction, so long as the defendant created a substantial connection with the forum. Maglio & Kendro, Inc. v. Superior Enerquip Corp., 233 N.J. Super. 388, 396 (App. Div. 1989). The limited nature of such contacts does not defeat the jurisdiction of the state. Lebel, supra, 115 N.J. at 327.
The present circumstances are comparable to those in Avdel, supra, 58 N.J. at 267-73, a business case in which our Supreme Court found sufficient minimum contacts to be present. In Avdel, the defendant contacted the plaintiff and requested that the plaintiff deliver its products to the defendant's job sites in New York. Id. at 272. The Court concluded that the defendant knew that such acts would have significant effects in New Jersey, thereby making the defendant amenable to suit in the state. Id. at 272-73. Similarly, in Maglio & Kendro, supra, we found adequate minimum contacts to exist where the nonresident defendant made an unsolicited telephone call to the plaintiff's office located in the forum state to procure the plaintiff's services, and the plaintiff subsequently performed services for the defendant in the forum state. 233 N.J. Super. at 396.
Here, the facts support the trial judge's finding that defendant's initiation of a business relationship with plaintiffs established sufficient minimum contacts with the State of New Jersey for jurisdiction to exist. According to Lim's unrefuted testimony, defendant's manager in New York telephoned him in New Jersey for the purpose of purchasing milk from plaintiffs' dairy farm located in New Jersey. This is not a situation in which plaintiffs unilaterally established the buyer-seller relationship by calling upon the deli in New York. The record is ample to conclude that defendant "purposefully availed" itself of the goods and services of a New Jersey milk supplier.
We also discern no violation of principles of "fair play and substantial justice" in requiring defendant, a Manhattan business, to defend itself across the Hudson River in a Bergen County courtroom of the Superior Court of New Jersey. Defendant has not made "a compelling case that the presence of some other considerations would render jurisdiction unreasonable." Lebel, supra, 115 N.J. at 328. It has failed to show that the exercise of jurisdiction would be unfair in light of "the burden on defendant, the interests of the forum state, the plaintiff's interest in obtaining relief, the interstate judicial system's interest in efficient resolution of disputes, and the shared interest of the states in furthering fundamental substantive social policies." Blakey, supra, 164 N.J. at 69 (internal quotation marks omitted).
We now turn to the merits. After considering the proofs presented, the trial judge concluded that plaintiffs were entitled to recover $2,421.24 from defendant as fair compensation for the benefits of the milk and the dispensing machine that plaintiffs supplied to defendant's deli. The judge did not adopt plaintiffs' theory that defendant had orally committed to a binding two-year requirements contract for all of the deli's ongoing milk needs. However, the judge determined that it was equitable under the circumstances to make defendant pay for the value of all of the goods that it had received, once it became clear that the parties' relationship would not continue.
The judge arrived at the $2,421.24 total by adding the purchase price of the milk machine ($1,135.68) to the cost of the month's supply of milk ($1,285.56).
Although the judge did not use the term in his bench ruling, he essentially applied principles of quantum meruit to the facts before him, fairly construing plaintiffs' pro se complaint to encompass such a basis for recovery. See R. 4:5-7 (instructing that "[a]ll pleadings shall be liberally construed in the interest of justice"); R. 4:9-2 (allowing the amendment of pleadings to "conform to the evidence" adduced by the parties).
We must sustain the trial court's findings of fact, so long as they are supported by adequate and credible evidence. Rova Farms Resort, Inc. v. Investors Ins. Co. of Am., 65 N.J. 474, 484 (1974); see also Marioni v. Roxy Garments Delivery Co., Inc., 417 N.J. Super. 269, 275 (App. Div. 2010). We examine de novo, however, the trial court's application of legal and equitable principles. Marioni, supra, 417 N.J. Super. at 275.
It is undisputed that there was no written contract between the parties. The details of their alleged oral agreement, as described by Lim, a pro se plaintiff appearing in a small claims case, are limited. Consequently, we accept the trial judge's decision to analyze this matter under equitable principles rather than under traditional breach of contract principles.
We need not address, in this unopposed appeal, whether the Uniform Commercial Code ("UCC") could apply to the parties' oral agreement for the sale of goods, or whether the exceptions to the UCC's statute of frauds requirement under N.J.S.A. 12A:2-201 apply. See N.J.S.A. 12A:2-201(3)(b)-(c); Integrity Material Handling Sys., Inc. v. Deluxe Corp., 317 N.J. Super. 406, 414 (App. Div. 1999).
In appropriate circumstances, a plaintiff may recover for the value of goods or services provided to the defendant, even though the parties' words and actions are insufficient to manifest an enforceable contractual intention to agree to the tendered terms. Weichert Co. Realtors v. Ryan, 128 N.J. 427, 437 (1992). Contracts implied by law, or quasi-contracts, are obligations which are created by law for the purpose of bringing about justice without regard to the intention of the parties. St. Paul Fire & Marine Ins. Co. v. Indemnity Ins. Co. of N. Am., 32 N.J. 17, 22 (1960). Quasi-contract liability is based on the doctrine of unjust enrichment, which is "the equitable principle that a person shall not be allowed to enrich himself unjustly at the expense of another[.]" Ibid. (internal quotation marks omitted). Recovery in quasi-contract is generally permitted when one party has conferred a benefit on another such that denying recovery would be unjust. Weichert, supra, 128 N.J. at 437.
One type of quasi-contractual recovery often invoked by courts is quantum meruit, which means "as much as he deserves." Id. at 437-38. Quantum meruit permits recovery for services rendered by a party who confers a benefit on another with the reasonable expectation of payment. Id. at 437. To recover under a theory of quantum meruit, a plaintiff must establish: (1) the conferral of a benefit in good faith; (2) the acceptance of the benefit by the person to whom it is rendered; (3) an expectation of compensation; and (4) the reasonable value of the benefit. Starkey, Kelly, Blaney & White v. Estate of Nicolaysen, 172 N.J. 60, 68 (2002).
Although many definitions of quantum meruit contain the term "services," the theory of quantum meruit can be applied to goods as well. See, e.g., S.H. Roemer Co., Inc. v. Bd. of Chosen Freeholders of Camden Cnty., 91 N.J. Super. 336, 345 (Law Div. 1966) (permitting recovery under quantum meruit for the reasonable value of books sold).
Plaintiffs have satisfied these four elements. First, they conferred a benefit in good faith to defendant, by providing the deli with a dispensing machine and an unpaid month's supply of milk. Second, defendant accepted the machine and the milk. Although defendant contends that the milk was too close to expiration, there was no proof at trial that it attempted to send the milk back to plaintiffs and revoke its acceptance. There was also no proof that the machine, which was apparently kept, was defective in any way. Third, there was an expectation of compensation, as supported by Lim's sworn testimony that he believed the parties were entering into a long-term business arrangement, as well as the invoices that his company sent to defendant after delivery. Fourth, the invoices, as they were described in Lim's testimony and the judge's oral decision, substantiated the purchase price of the milk machine and the milk itself.
On the whole, Judge Bachmann had ample grounds to find these circumstances to be such that to deny plaintiffs recovery for the benefits they conferred on defendant would be unjust. We also concur with the judge's implicit assessment that, given the fact that the parties' relationship did not continue for the extended period that had been anticipated, the court was not required to enforce plaintiffs' initial willingness to provide the first month of milk, as part of such a long-term arrangement, without charge.
Affirmed.
I hereby certify that the foregoing is a true copy of the original on file in my office.
CLERK OF THE APPELLATE DIVISION