ABDM PROPERTIES, LLC VS. BOHDAN O. MEUSZ(L-0272-16, SOMERSET COUNTY AND STATEWIDE), A-4556-15T4

Background

ABDM Properties purchased a Bridgewater residential property listed "AS IS"; after closing it discovered serious foundation defects hidden behind a screwed plywood panel covering the crawlspace.
Plaintiff sued the sellers (Bohdan and Nancy Meusz), listing agent Alan G. Fross, Coldwell Banker entities (Coldwell Banker Real Estate Services LLC and Coldwell Banker Residential Real Estate LLC), and three managing members of CBRRE (Zipf, Toole, Sears) for consumer fraud (CFA), common-law fraud, and fraudulent concealment of latent defects.
Complaint alleges Sellers completed a Seller's Disclosure Statement (SDS) minimizing foundation issues; Fross prevented access to the crawlspace during inspection, represented there were no issues behind the panel, and later denied access before closing.
Defendants moved to dismiss under R. 4:6-2(e) and submitted the SDS, the sales contract (including an "as is" clause), a listing report, and a post-attorney-review letter; the trial court granted dismissal with prejudice.
The Appellate Division held the trial court improperly relied on documents not referenced in the complaint without treating the motion as one for summary judgment and concluded the pleadings sufficiently alleged concealment, CFA and common-law fraud against Fross and Coldwell Banker, but dismissed veil-piercing claims against CBRRE and its managing members for failing to plead facts showing abuse of the corporate form.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the trial court properly relied on documents outside the complaint on a R.4:6-2(e) motion	Complaint allegations control; dismissal improper	Trial court could consider submitted documents and dismiss	Court: reliance on unreferenced documents required treating motion as summary judgment; trial court failed to apply that standard, so dismissal reversed as to most claims
Whether allegations state a claim for fraudulent concealment of a latent defect	Sellers and agent concealed defects behind plywood; plaintiff could not observe latent defects; relied to its detriment	Defendants point to "as is" sale and SDS disclosures to defeat claim	Court: pleadings adequately alleged concealment of latent defects; "as is" and limited SDS disclosures do not bar claim; reversal as to Sellers, Fross, Coldwell Banker
Whether CFA applies to non‑professional sellers and to broker/agent	Seeks CFA relief against all defendants for concealment and misrepresentations	Sellers: CFA doesn't apply to non‑professional, casual sellers; broker argues insufficiently pleaded misrepresentations against corporate defendants	Court: CFA claim against Sellers (non‑professional) dismissed without prejudice; CFA adequately pled against Fross and Coldwell Banker (agency/respondeat superior)
Whether complaint pierced corporate veil to hold CBRRE managing members liable	Alleged managing-member status and connection among entities supports liability	Defendants: no facts showing domination, fraud or sham to pierce veil	Court: plaintiff failed to plead facts showing abuse of corporate form; veil‑piercing dismissed without prejudice

Key Cases Cited

Printing Mart-Morristown v. Sharp Elecs. Corp., 116 N.J. 739 (1989) (standards for liberal review of pleadings on a motion to dismiss)
Weintraub v. Krobatsch, 64 N.J. 445 (1974) (seller liability for nondisclosure/infestation despite "as is" clause)
Strawn v. Canuso, 140 N.J. 43 (1995) (seller/broker duty to disclose known latent defects not readily observable)
Ventron Corp. v. N.J. Dep't of Envtl. Prot., 94 N.J. 473 (1983) (veil‑piercing and limitations of caveat emptor where nondisclosure of latent defects exists)
K. Woodmere Assocs., L.P. v. Menk Corp., 316 N.J. Super. 306 (App. Div. 1998) (meaning and limits of "as is" in real property sales)
D'Agostino v. Maldonado, 216 N.J. 168 (2013) (elements of a Consumer Fraud Act claim)
Pulaski Constr. Co. v. Air Frame Hangars, Inc., 195 N.J. 457 (2008) (corporate separateness and standards to pierce the corporate veil)