JB Pool Mgmt., LLC v. Four Seasons
431 N.J. Super. 233
| N.J. Super. Ct. App. Div. | 2013Background
- JB Pool Management, LLC provided indoor pool lifeguard and maintenance services to Four Seasons for 2008 under a yearly contract with a $61,880 annual fee (monthly $5,688, reduced in July–August).
- Mold closed the indoor pool for seven months (Feb–Aug 2008) per health department orders, while the outdoor pool remained open.
- The contract contained a no-reduction-for-closings clause and allocated risk for closures; neither party anticipated a mold-driven, long-term shutdown.
- During the closure, JB Pool continued limited services and maintained insurance; Four Seasons urged continued lifeguard services and deferred four monthly payments for indoor pool charges.
- Four Seasons did not pay the four unpaid months totaling $16,376; JB Pool filed suit in Sept. 2010 seeking contract damages plus unjust enrichment and quantum meruit; Four Seasons counterclaimed for damage to the pool cover.
- The trial court permitted a frustration-of-purpose instruction during trial, despite no affirmative pleading of that doctrine by Four Seasons; jury found no breach and awarded counterclaim damages for the pool cover.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether frustration of purpose should excuse payment obligations. | JB Pool argues not pleaded; lack of notice undermines defense. | Four Seasons asserts frustration of purpose as defense due to mold closure. | Frustration of purpose must be raised as an affirmative defense in pleadings; remand for discovery. |
| Whether the frustration defense was properly used given lack of prior pleading. | JB Pool had no notice; unfair surprise. | Frustration doctrine applicable and properly raised during trial. | Remand for additional discovery; vacate judgment as to contract claims; retrial on contract issues. |
| Whether the contract’s no-reduction-for-closings clause governs the closure period. | Clause precludes any charge reductions regardless of closure. | Frustration of purpose may override the clause if the contract’s fundamental purpose was destroyed. | Remand to reassess extrinsic evidence on contract language and intent. |
| Whether the counterclaim should have been instructed as negligence rather than contract. | Damages framed as negligence for pool liner. | Damage relates to contract performance and workmanlike manner. | No error; treat as contract-based; no negligence instruction needed. |
Key Cases Cited
- Edwards v. Leopoldi, 20 N.J. Super. 43 (App.Div. 1952) (frustration/implied condition roots in contract law)
- A-Leet Leasing Corp. v. Kingshead Corp., 150 N.J. Super. 384 (App.Div. 1977) (recognizes frustration doctrine; remand for record development)
- Facto v. Pantagis, 390 N.J. Super. 227 (App.Div. 2007) (applies implied condition/frustration concepts to impracticability-like claims)
- Toll Bros. v. Bd. of Chosen Freeholders, 194 N.J. 223 (Supreme Court 2008) (recognizes fundamental purpose; implied condition/conditioned agreements)
- Kas Oriental Rugs, Inc. v. Ellman, 394 N.J. Super. 278 (App.Div. 2007) (enforces primary contract terms when contradicted by implied provisions)